Summary of Significant Transactions

Strategic Update regarding the proposed Separation

On May 13, 2025, we announced a strategic update regarding the company’s intention to separate into two publicly traded entities. Since the initial announcement on January 8, 2025, we made significant progress in reorganizing our business towards the separation, which was expected by mid-2025, subject to shareholder approval and other customary conditions. However, following regulatory and market developments, our Board of Directors has decided to re-evaluate the previously proposed separation and will explore all strategic alternatives for the existing businesses, including the cell therapy business, with a focus on maximizing resources available for transformative business development transactions.

In the first half of 2025, we incurred costs for the strategic reorganization and intended separation, for a total of €131.6 million. This is reflected in severance costs of €47.5 million, costs for early termination of collaborations of €45.7 million, impairment on fixed assets related to small molecules activities of €12.0 million , deal costs of €16.6 million, €8.0 million accelerated non- cash cost recognition for subscription right plans related to good leavers and €1.8 million other expenses. 

Transfer of Assets and Financing Agreement with Onco3R Therapeutics BV

In April 2025, we and Onco3R Therapeutics (Onco3R) signed an agreement under which multiple small molecule immunology and oncology assets, including Phase 1-ready SIK3 inhibitor, have been sold to Onco3R. Under the terms of the agreement, we will participate in Onco3R’s start-up capital via a convertible loan facility of €20 million, which will convert during the next equity financing round.

Onco3R is committed to using commercially reasonable efforts to develop and commercialize these assets.

This convertible loan facility is presented in the line “Convertible loan” in our statement of financial position and is measured at fair value through profit or loss. As per June 30, 2025, the only fair value change recognized is related to the capitalized interest.

In exchange for the transfer of these assets, we are entitled to a contingent consideration. The contingent consideration is recognized as a financial asset recognized at fair value through profit or loss. On June 30, 2025, the fair value is valued by management at zero, based on the very-early stage of the transferred assets. The fair values are reviewed at each reporting date and any changes are reflected in our consolidated income statement. An impairment was recorded for assets transferred to Onco3R Therapeutics (€1.7 million).