Laboratoires Théa S.A.S. agreed to acquire Sepofarsen and Ultevursen Ophthalmic Assets from ProQR Therapeutics N.V. (NasdaqCM:PRQR) for approximately ?135 million on July 31, 2023. Based on the terms and agreements ProQR will receive an initial payment of ?12.5 million and will also be eligible to receive up to ?135 million in further development, regulatory, and commercial payments as well as additional earn outs of up to high. teens percentage based on commercial sales in the United States and the European Union.

The transaction is subject to the satisfaction of certain closing conditions and covenants. The transaction is expected to close in the third quarter of 2023. Lazard B.V. acted as financial advisor and Christiaan de Brauw of Allen & Overy Amsterdam acted as legal advisor to ProQR Therapeutics.

Jean-Marc Grosperrin, Emmanuelle De Schepper, Laurence Clot, Héloïse Virenque and Jessica Garrestier of Dentons Europe, Association d'Avocats à Responsabilité Professionnelle Individuelle and Ico Jalink, Kevin Boekhout and Nathalie van der Zande of Dentons Europe LLP acted as legal advisor to Laboratoires Théa. As of September 27, 2023, the completion of the transaction was conditional on Théa entering into employment agreements with a number of key ophthalmology personnel from ProQR. Some of these individuals have nowelected not to proceed with employment at Théa, therefore that closing condition for the transaction cannot be fulfilled. As of September 27, 2023, Laboratoires Théa S.A.S. cancelled the acquisition of Sepofarsen and Ultevursen Ophthalmic Assets from ProQR Therapeutics N.V. (NasdaqCM:PRQR).

As of December 8, 2023, under the revised terms, ProQR has received an initial payment of ?8M and may be eligible for up to ?165M in further development, regulatory, and commercial earn-out payments upon related achieved milestones, as well as double-digit royalties based on commercial sales in the US and EU.