Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2018shares | |
Document and entity information [abstract] | |
Document Type | 20-F |
Amendment Flag | false |
Document Period End Date | Dec. 31, 2018 |
Document Fiscal Year Focus | 2018 |
Document Fiscal Period Focus | FY |
Trading Symbol | MRUS |
Entity Registrant Name | Merus N.V. |
Entity Central Index Key | 0001651311 |
Current Fiscal Year End Date | --12-31 |
Entity Well-known Seasoned Issuer | No |
Entity Current Reporting Status | Yes |
Entity Voluntary Filers | No |
Entity Filer Category | Accelerated Filer |
Entity Shell Company | false |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Common Stock, Shares Outstanding | 23,358,977 |
Consolidated Statement of Finan
Consolidated Statement of Financial Position - EUR (€) € in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | [1] |
Non-current assets | |||
Property, plant and equipment, net | € 2,420 | € 1,168 | |
Intangible assets, net | 2,445 | 312 | |
Non-current investments | 16,945 | 7,060 | |
Other assets | 1,075 | 129 | |
Non-current assets | 22,885 | 8,669 | |
Current assets | |||
Trade and other receivables | 7,032 | 4,413 | |
Current investments | 44,855 | 34,043 | |
Cash and cash equivalents | 143,747 | 149,678 | |
Current assets | 195,634 | 188,134 | |
Total assets | 218,519 | 196,803 | |
Shareholders' equity | |||
Issued and paid-in capital | 2,102 | 1,749 | |
Share premium account | 264,854 | 213,618 | |
Accumulated loss | (175,085) | (158,775) | |
Total shareholders' equity | 91,871 | 56,592 | |
Non-current liabilities | |||
Deferred revenue | 97,675 | 112,551 | |
Current liabilities | |||
Trade payables | 3,819 | 2,855 | |
Taxes and social security liabilities | 256 | 243 | |
Deferred revenue | 16,934 | 15,935 | |
Other liabilities and accruals | 7,964 | 8,627 | |
Current liabilities | 28,973 | 27,660 | |
Total liabilities | 126,648 | 140,211 | |
Total shareholders' equity and liabilities | € 218,519 | € 196,803 | |
[1] | See Note 4 for details regarding the restatement as a result of a change in accounting policy. |
Consolidated Statement of Profi
Consolidated Statement of Profit or Loss and Comprehensive Loss - EUR (€) € in Thousands | 12 Months Ended | |||||
Dec. 31, 2018 | Dec. 31, 2017 | [1] | Dec. 31, 2016 | [1] | ||
Operating expenses from railroad and related business [abstract] | ||||||
Revenue | € 31,448 | € 21,915 | € 2,510 | |||
Research and development costs | (46,740) | (34,125) | (18,424) | |||
Management and administration costs | (10,395) | (13,697) | (4,258) | |||
Other expenses | (13,160) | (9,395) | (7,709) | |||
Total operating expenses | (70,295) | (57,217) | (30,391) | |||
Operating result | (38,847) | (35,302) | (27,881) | |||
Finance income | 7,843 | 1,112 | 88 | |||
Finance cost | (4) | (30,335) | (19,644) | |||
Other income | 7,095 | |||||
Other income (expense) | 14,934 | (29,223) | (19,556) | |||
Result before taxation | (23,913) | (64,525) | (47,437) | |||
Income tax expense | (356) | (249) | ||||
Result after taxation | (24,269) | (64,774) | (47,437) | |||
Other comprehensive income | ||||||
Exchange differences from translation of foreign operations | 34 | 89 | 8 | |||
Total other comprehensive income for the period | 34 | 89 | 8 | |||
Total comprehensive loss for the period | € (24,235) | € (64,685) | € (47,429) | |||
Basic (and diluted) loss per share | [2] | € (1.09) | € (3.37) | € (3.58) | ||
[1] | See Note 4 for details regarding the restatement as a result of a change in accounting policy. | |||||
[2] | For the periods included in these financial statements, share options and restricted stock units were excluded from the diluted loss per share calculation as the Company was in a loss position in each period presented above. As a result, basic and diluted loss per share are equal. |
Consolidated Statement of Chang
Consolidated Statement of Changes in Shareholders' Equity - EUR (€) € in Thousands | Total | Issued capital [member]Common share capital [member] | Issued capital [member]Class A preference share capital [member] | Issued capital [member]Class B preference share capital [member] | Issued capital [member]Class C preference share capital [member] | Share premium [member]Common share premium [member] | Share premium [member]Class A preference share premium [member] | Share premium [member]Class B preference share premium [member] | Share premium [member]Class C preference share premium [member] | Accumulated loss [member] | ||
Beginning balance (Previously stated [member]) at Dec. 31, 2015 | [1] | € 28,302 | € 30 | € 21 | € 351 | € 373 | € 1,564 | € 1,334 | € 38,906 | € 49,105 | € (63,382) | |
Beginning balance (Increase (decrease) due to application of IFRS 15 [member]) at Dec. 31, 2015 | 599 | 599 | ||||||||||
Beginning balance at Dec. 31, 2015 | [1] | 28,901 | 30 | 21 | 351 | 373 | 1,564 | 1,334 | 38,906 | 49,105 | (62,783) | |
Restated result after taxation for the period | Previously stated [member] | (47,228) | |||||||||||
Restated result after taxation for the period | Increase (decrease) due to application of IFRS 15 [member] | (209) | |||||||||||
Restated result after taxation for the period | (47,437) | [1] | (47,437) | |||||||||
Other comprehensive income | 8 | [1] | 8 | |||||||||
Total comprehensive loss | Previously stated [member] | (47,220) | |||||||||||
Total comprehensive loss | Increase (decrease) due to application of IFRS 15 [member] | (209) | |||||||||||
Total comprehensive loss | (47,429) | [1] | (47,429) | |||||||||
Transactions with owners of the Company: | ||||||||||||
Issuance of shares (net) | 51,151 | 673 | 50,478 | |||||||||
IPO expenses | (1,509) | (1,509) | ||||||||||
Conversion of preference shares | 745 | (21) | (351) | (373) | 89,345 | (1,334) | (38,906) | (49,105) | ||||
Equity settled shared-based payments | 3,307 | 3,307 | ||||||||||
Total contributions by and distributions to owners of the Company | 52,949 | 1,418 | € (21) | € (351) | € (373) | 138,314 | € (1,334) | € (38,906) | € (49,105) | 3,307 | ||
Ending balance at Dec. 31, 2016 | [1] | 34,421 | 1,448 | 139,878 | (106,905) | |||||||
Restated result after taxation for the period | Previously stated [member] | (73,089) | |||||||||||
Restated result after taxation for the period | Increase (decrease) due to application of IFRS 15 [member] | 8,315 | |||||||||||
Restated result after taxation for the period | (64,774) | [1] | (64,774) | |||||||||
Other comprehensive income | 89 | [1] | 89 | |||||||||
Total comprehensive loss | Previously stated [member] | (73,000) | |||||||||||
Total comprehensive loss | Increase (decrease) due to application of IFRS 15 [member] | 8,315 | |||||||||||
Total comprehensive loss | (64,685) | [1] | (64,685) | |||||||||
Transactions with owners of the Company: | ||||||||||||
Issuance of shares (net) | 74,041 | 301 | 73,740 | |||||||||
Equity settled shared-based payments | 12,815 | 12,815 | ||||||||||
Total contributions by and distributions to owners of the Company | 86,856 | 301 | 73,740 | 12,815 | ||||||||
Ending balance at Dec. 31, 2017 | [1] | 56,592 | 1,749 | 213,618 | (158,775) | |||||||
Restated result after taxation for the period | (24,269) | (24,269) | ||||||||||
Other comprehensive income | 34 | 34 | ||||||||||
Total comprehensive loss | (24,235) | (24,235) | ||||||||||
Transactions with owners of the Company: | ||||||||||||
Issuance of shares (net) | 51,589 | 353 | 51,236 | |||||||||
Equity settled shared-based payments | 7,925 | 7,925 | ||||||||||
Total contributions by and distributions to owners of the Company | 59,514 | 353 | 51,236 | 7,925 | ||||||||
Ending balance at Dec. 31, 2018 | € 91,871 | € 2,102 | € 264,854 | € (175,085) | ||||||||
[1] | See Note 4 for details regarding the restatement as a result of a change in accounting policy. |
Consolidated Statement of Cash
Consolidated Statement of Cash flows - EUR (€) € in Thousands | 12 Months Ended | |||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||||
Cash flows from operating activities | ||||||
Result after taxation | € (24,269) | € (64,774) | [1] | € (47,437) | [1] | |
Adjustments for: | ||||||
Change in fair value derivative | [1] | 10,667 | 19,213 | |||
Unrealized foreign exchange results | (5,553) | 15,767 | [1] | 365 | [1] | |
Depreciation and amortization | 638 | 318 | [1] | 234 | [1] | |
Share-based payment expenses | 7,925 | 12,815 | [1] | 3,307 | [1] | |
Net finance (income) expenses | (1,181) | (1,040) | [1] | (33) | [1] | |
Cash flows from (used in) operations before changes in working capital | (22,440) | (26,247) | [1] | (24,351) | [1] | |
Changes in working capital: | ||||||
Trade and other receivables | (2,576) | (1,837) | [1] | (1,256) | [1] | |
Other assets | (946) | (20) | [1] | (109) | [1] | |
Trade payables | 618 | 505 | [1] | (121) | [1] | |
Other liabilities and accruals | (663) | 4,977 | [1] | 286 | [1] | |
Deferred revenue | (13,877) | (14,933) | [1] | (14) | [1] | |
Tax and social security liabilities | 13 | 214 | [1] | (113) | [1] | |
Cash used in operations | (39,871) | (37,341) | [1] | (25,678) | [1] | |
Interest paid | (4) | (29) | [1] | (55) | [1] | |
Taxes paid | (624) | (43) | [1] | |||
Net cash used in operating activities | (40,499) | (37,413) | [1] | (25,733) | [1] | |
Cash flows from investing activities | ||||||
Purchases of investments | (75,930) | (41,830) | [1] | |||
Proceeds from investment maturities | 58,912 | 0 | ||||
Purchase of intellectual property | (2,125) | |||||
Acquisition of property, plant and equipment | (1,552) | (724) | [1] | (496) | [1] | |
Interest received | 1,279 | 929 | [1] | 88 | [1] | |
Net cash used in investing activities | (19,416) | (41,625) | [1] | (408) | [1] | |
Cash flows from financing activities | ||||||
Proceeds from issuing shares, net of issuance costs | 50,713 | 74,738 | [1] | 50,547 | [1] | |
Financing costs | [1] | (190) | ||||
Proceeds from stock option exercises | 876 | |||||
Prepaid share issuance costs | [1] | (230) | ||||
Proceeds from collaboration and license agreement | [1] | 111,993 | ||||
Repayment of borrowings | [1] | (486) | (167) | |||
Changes in restricted cash | [1] | 167 | 51 | |||
Net cash provided by financing activities | 51,589 | 186,222 | [1] | 50,201 | [1] | |
Net increase (decrease) in cash and cash equivalents | (8,326) | 107,184 | [1] | 24,060 | [1] | |
Effects of exchange rate changes on cash and cash equivalents | 2,395 | (14,423) | [1] | 6 | [1] | |
Cash and cash equivalents, beginning of period | [1] | 149,678 | 56,917 | 32,851 | ||
Cash and cash equivalents, end of period | 143,747 | 149,678 | [1] | € 56,917 | [1] | |
Supplemental disclosure of non-cash activities: | ||||||
Changes in accrued capital expenditures | € 346 | € 52 | [1] | |||
[1] | See Note 4 for details regarding the restatement as a result of a change in accounting policy. |
General Information
General Information | 12 Months Ended |
Dec. 31, 2018 | |
Text block [abstract] | |
General Information | 1. General Information Nature of Business Merus N.V. is a clinical-stage immuno-oncology company developing innovative bispecific antibody therapeutics, headquartered in Utrecht, the Netherlands. Merus US, Inc. is a wholly-owned subsidiary of Merus N.V. located at One Broadway, Cambridge, Massachusetts, United States (“U.S.”). These consolidated financial statements as at and for year ended December 31, 2018 comprise Merus N.V. and Merus US, Inc. (collectively, the “Company”). Merus N.V. was incorporated in the Netherlands, with its statutory seat in Utrecht. In connection with becoming a listed company on the Nasdaq Global Market (“Nasdaq”), on May 19, 2016, Merus N.V.’s legal structure under Dutch law was changed from a private company with limited liability (in Dutch: besloten vennootschap met beperkte aansprakelijkheid Since inception, the Company has generated an accumulated loss of €175.1 million as of December 31, 2018. The Company expects to continue to incur significant expenses and operating losses for the foreseeable future as its bispecific antibody candidates advance through discovery, preclinical development and clinical trials and as it seeks regulatory approval and pursues commercialization of any approved bispecific antibody candidate. As a result, the Company may need additional financing to support its continuing operations. Until the Company can generate significant revenue from product sales, if ever, the Company expects to finance its operations through public equity offerings, debt financings, or other sources, which may include collaborations with third parties and business development opportunities. Adequate additional financing may not be available to the Company on acceptable terms, or at all. The Company’s inability to raise capital as and when needed would have a negative impact on its financial condition and ability to pursue its business strategy. The Company will need to generate significant revenues to achieve profitability and may never do so. Based on the Company’s current operating plan, Merus expects that its existing cash and cash equivalents of €143.7 million and investments of €61.8 million as of December 31, 2018 will be sufficient to fund its operations into the second quarter of 2021. Reverse Share Split On May 6, 2016, the general meeting of the Company’s shareholders resolved to approve and effect a capital reorganization, based on a reverse share split. The effect of the reverse share split was a 1-for-1.8 Initial Public Offering On May 24, 2016, the Company closed the initial public offering of 5,500,000 of its common shares and, on May 26, 2016, of an additional 639,926 of its common shares, at a price to the public of $10.0 per share (the “IPO”). Net proceeds to the Company after deducting underwriting discounts and commissions and offering expenses were $53.3 million. On May 19, 2016, the Company’s common shares were listed on the Nasdaq and all of the Company’s preferred shares converted into common shares. Follow-on On June 1, 2017, the Company filed with the U.S. Securities and Exchange Commission a registration statement on Form F-3 333-218432) “F-3 F-3 F-3 Private Placement of Common Shares On February 13, 2018, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the purchasers named therein (the “Investors”). Pursuant to the Purchase Agreement, the Company agreed to sell an aggregate of 3,099,997 of its common shares, nominal value €0.09 per share, to the Investors at a purchase price equal to $18.0 per share (the “Private Placement”). The Purchase Agreement contained customary representations and warranties from the Company and the Investors and customary closing conditions. On February 15, 2018, the Company completed the sale under the Private Placement and received aggregate gross proceeds of approximately $55.8 million, or €44.8 million. |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Dec. 31, 2018 | |
Text block [abstract] | |
Basis of Presentation | 2. Basis of Presentation These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). Certain amounts were reclassified in the prior period financial statements to conform to the current period presentation. These changes in classification do not materially affect the previously reported consolidated financial statements for any period. The financial statements have been prepared under the historical cost convention unless otherwise stated in the below accounting policies. These consolidated financial statements have been authorized for issuance on April 3, 2019. Functional and Presentation Currency Items recorded in each of the Company’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The consolidated financial statements are presented in euros, which is Merus N.V.’s functional currency. The functional currency of Merus US, Inc. is the U.S. dollar. All amounts are rounded to the nearest thousand euros, except where otherwise indicated. Segment Reporting The Company operates in one reportable segment, which comprises the discovery and development of innovative bispecific therapeutics. Use of Estimates, Judgements and Assumptions In the application of the Company’s accounting policies, management is required to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized prospectively. The following are the critical judgments and assumptions that management has made in the process of applying the Company’s accounting policies and that have the most significant effect on the amounts recognized in the consolidated financial statements. Equity Settled Share-Based Payments Share options granted to employees, consultants and directors are measured at the grant date fair value of the equity instruments granted. The grant date fair value is determined through the use of an option-pricing model considering the following variables: (a) the exercise price of the option; (b) the expected life of the option; (c) the current value of the underlying shares; (d) the expected volatility of the share price; (e) the dividends expected on the shares; and (f) the risk-free interest rate for the life of the option. Prior to the Company’s IPO, the estimated fair value of each share option granted was determined utilizing the Black-Scholes option pricing model. Subsequent to the IPO, the Company’s judgment was that the Hull & White option pricing model is the most appropriate method for determining the fair value of its share options since it considers the terms and conditions attached to the grants made and is reflective of expected exercise behavior. Since the Company was not listed on a national securities exchange until May 19, 2016, there was no published share price information available until May 19, 2016. Consequently, the Company estimated the fair value of its common shares and the expected volatility for the period up to May 19, 2016. As the Company’s shares have not been publicly traded for a sufficient amount of time, the expected volatility is set by considering the historic share price volatility of a set of peer companies. For pre-IPO post-IPO The result of the share option valuations and the related compensation expense that is recognized for the respective vesting periods during which services are received, is dependent on the model and input parameters used. Even though management considers the fair values reasonable and defensible based on the methodologies applied and the information available, others might derive a different fair value for the Company’s share options. These assumptions and estimates are further discussed in Note 12 to the consolidated financial statements. Capitalization of Development Costs The criteria for capitalization of development costs have been considered by management and determined not to have been met through December 31, 2018. Therefore, all development expenditures relating to internally generated intangible assets in the year ended December 31, 2018 were expensed as incurred. Income Taxes The criteria for the recognition of unused tax losses and deductible temporary differences are disclosed in Note 3. As of December 31, 2018, deferred tax assets have not been recognized in respect of tax losses and deductible temporary differences as the Company has no history of generating taxable profits. Therefore, at the balance sheet date, there is no convincing evidence that sufficient taxable profit will be available against which the tax losses and deductible temporary differences can be utilized. The amount of the unrecognized tax losses and deductible temporary differences is disclosed in Note 7. Merus US, Inc., which is incorporated in the U.S. in the State of Delaware, is subject to statutory U.S. Federal corporate income taxes and state income taxes for Massachusetts. Current year income tax expense was attributable entirely to Merus US, Inc. which provides general management services and strategic advisory services to the Company. Corporate income tax expenses were €0.4 million, €0.2 million and €0.0 million for the years ended December 31, 2018, 2017 and 2016, respectively. Revenue Recognition Pursuant to the Company’s research, collaboration and license agreements with ONO Pharmaceutical Co., Ltd. (“ONO”), Incyte, Jiangsu Simcere Pharmaceutical Co. Ltd. (“Simcere”) and Betta Pharmaceuticals Co. Ltd. (“Betta”), the Company has received or will receive upfront nonrefundable payments and milestones for certain rights granted under the respective agreements. The applicable period over which to recognize these upfront or milestone payments requires significant judgment and was impacted by the adoption of IFRS 15. See Note 4 and Note 11. Accrual of R&D expenses Research and Development (“R&D”) expenses are recognized in the consolidated statement of profit or loss and comprehensive loss as incurred and have no alternative future uses. As part of the process of preparing its consolidated financial statements, the Company is required to estimate certain of its R&D expenses, including estimates of third-party contract costs relating to preclinical studies and clinical trial activities and related contract manufacturing expenses. This process involves reviewing open contracts and purchase orders, communicating with R&D personnel to identify services that have been performed for the Company and estimating the level of service performed and the associated cost incurred for the service when the Company has not yet been invoiced or otherwise notified of the actual cost. See Note 14. The majority of the Company’s service providers invoice monthly in arrears for services performed or when contractual milestones are met. The Company makes estimates of its R&D expenses as of each reporting date in its consolidated financial statements based on facts and circumstances known to it at that time. The Company periodically confirms the accuracy of its estimates with the service providers to gauge the reasonableness of its estimates. Differences between actual and estimated expenses recorded have not been material and are adjusted for in the period in which they become known. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Text block [abstract] | |
Significant Accounting Policies | 3. Significant Accounting Policies The accounting policies set out below have been consistently applied to all periods presented in the consolidated financial statements. Income and expenses are accounted for on an accrual basis. Profit is only included when realized at the statement of financial position date. Losses originating before the end of the financial year are taken into account if they have become known before preparation of the financial statements. Basis of consolidation (i) Subsidiaries Subsidiaries are entities controlled by the Company, consisting of Merus N.V.’s wholly owned subsidiary Merus US, Inc. The Company controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases. (ii) Loss of control When the Company loses control over a subsidiary, it derecognizes the assets and liabilities of the subsidiary, and any non-controlling (iii) Transactions eliminated on consolidation Intercompany balances and transactions, and any unrealized income and expenses arising from intercompany transactions, are eliminated in consolidation. Unrealized gains arising from transactions with equity-accounted investees are eliminated against the investment to the extent of the Company’s interest in the investee. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment. Foreign Currency Transactions Foreign currency transactions are translated using the exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at the exchange rate at the reporting date are generally recognized in the statement of profit or loss and comprehensive loss as a component of finance costs. The results and financial position of foreign operations that have a functional currency different from the presentation currency are translated into the presentation currency as follows: • assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet; • income and expenses for each statement of profit or loss and comprehensive income or loss are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the exchange rates at the dates of the transactions); and • all resulting exchange differences are recognized in other comprehensive income. Property, Plant and Equipment Property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses (if any). Cost includes expenditures that are directly attributable to the acquisition of the items. Depreciation of property, plant and equipment is recognized in the consolidated statement of profit and loss and comprehensive loss on a straight-line basis over estimated useful lives of generally five years, taking residual value into account. If significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment. Subsequent expenditures are capitalized only when the expenditure will increase the future economic benefit of the asset. All other expenditures are expensed in the consolidated statement of profit or loss and comprehensive loss. Depreciation rates are based on the following estimated economic useful lives of the tangible fixed assets concerned: • Plant and equipment 5 years • Leasehold improvements Shorter of useful life or term of lease • Other fixed assets: 5 years Intangible Assets Intangible assets are identifiable non-monetary The useful lives of intangible assets are assessed to be finite and amortized over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. Amortization begins when the asset is available for use. Patents Patents acquired separately by the Company are reported at cost less accumulated amortization and accumulated impairment losses. Amortization is recognized in the consolidated statement of profit and loss and comprehensive loss on a straight-line basis over the shorter of the estimated economic or legal lives. The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimates being accounted for on a prospective basis. R&D The Company incurs R&D expenses related to its clinical trials and preclinical drug development programs. Development expenses are defined as expenses incurred to achieve technical and commercial feasibility. Expenditures on research activities are recognized as an expense in the period in which it is incurred. Development is capitalized if, and only if, all of the following have been demonstrated: • the technical feasibility of completing the intangible asset so that it will be available for use or sale; • the intention to complete the intangible asset and use or sell it; • the ability to use or sell the intangible asset; • how the intangible asset will generate probable future economic benefits; • the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and • the ability to measure reliably the expenditure. Financial Instruments The Company classifies non-derivative non-derivative Non-Derivative The Company initially recognizes receivables and investments at fair value on the date when they are originated. Subsequent to initial recognition, they are measured at amortized cost using the effective interest rate method. All other financial assets and financial liabilities are initially recognized on the trade date. The Company derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred, or it neither transfers nor retains substantially all of the risks and rewards of ownership and does not retain control over the transferred asset. Any interest in such derecognized financial assets that is created or retained by the Company is recognized as a separate asset or liability. The Company initially recognizes non-derivate The Company derecognizes a financial liability when its contractual obligations are settled or cancelled, or expire. Financial assets and financial liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Company has a legal right to offset the amounts and intends either to settle them on a net basis or to realize the asset and settle the liability simultaneously. Investments Investments are classified and accounted for at amortized cost and initially measured at fair value. Subsequent to initial recognition, they are measured at amortized cost using the effective interest rate method. Investments are classified as amortized cost as the Company has the positive intent and ability to hold them until maturity. Interest income from these securities is included in finance income. Receivables These assets are initially recognized at fair value plus any directly attributable transaction costs, if any. Derivative Financial Assets and Liabilities Derivative financial instruments are initially recognized at fair value on the date on which a derivative contract is entered into and are subsequently remeasured at fair value with net changes in fair value presented as finance expenses (negative net changes in fair value) or finance income (positive net changes in fair value) in the consolidated statement of profit or loss and comprehensive loss. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative. Derivatives embedded in host contracts are accounted for as separate derivatives and recorded at fair value if their economic characteristics and risks are not closely related to those of the host contracts and the host contracts are not held for trading or designated at fair value through profit or loss. These embedded derivatives are measured at fair value with changes in fair value recognized in profit or loss. Reassessment only occurs if there is either a change in the terms of the contract that significantly modifies the cash flows that would otherwise be required or a reclassification of a financial asset out of the fair value through profit or loss category. Cash and Cash Equivalents For the purpose of presentation in the statement of cash flows as well as the statement of financial position, cash and cash equivalents include deposits held with financial institutions with original maturities of less than three months from the date of acquisition. Cash and cash equivalents include €49.1 million of investments with a three month or less maturity, callable on demand. The carrying values of cash equivalents approximate fair value due to their short-term maturities. Treatment of equity issuance costs Costs related to the issuance of new shares have been accounted for as follows: • Incremental costs, if any, that are directly attributable to issuing new shares are included as prepaid expenses and are deducted from equity on the date the Company closes its new share transactions (net of any income tax benefit). Such as, for example, the date of the closing of its IPO, follow-on • Incremental costs directly associated with a probable, successful future offering of equity instruments are also deferred and deducted from equity when the new shares are issued; • Costs that relate to listing on Nasdaq, or other new share transaction costs that are otherwise not incremental and directly attributable to issuing new shares, are recorded as an expense in the consolidated statement of profit or loss and comprehensive loss; and • Costs that relate to both share issuance and listing are allocated between those functions on a rational and consistent basis. Provisions A provision is recognized if the following applies: • the company has a legal or constructive obligation, arising from a past event; • the amount can be estimated reliably; and • it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation. If all or part of the payments that are necessary to settle a provision are virtually certain to be fully or partially compensated by a third party upon settlement of the provision, then the compensation amount is presented separately as an asset. Provisions are determined by discounting the expected future cash flows at a pre-tax Impairment Financial Assets Measured at Amortized Cost At each reporting date, the Company considers evidence of impairment for these assets at both an individual asset and a collective level. All individually significant assets are individually assessed for impairment. Those found not to be impaired are then collectively assessed for any impairment that has been incurred but not yet individually identified. Assets that are not individually significant are collectively assessed for impairment. Collective assessment is carried out by grouping together assets with similar risk characteristics. To assess impairment for its financial assets, the Company uses the general expected credit loss model over the next twelve months of the expected life of its financial assets. Under this model, the Company calculates the allowance for credit losses by considering on a discounted basis, the cash shortfalls it would incur in various default scenarios for prescribed future periods and multiplying the shortfalls by the probability of each scenario occurring. The allowance on the financial asset is the sum of these probability-weighted outcomes. For the Company’s investments, the Company applies the low credit risk simplification as it does not believe there to be any credit risk related to these assets given the credit quality ratings required by the Company’s investment policy. At every reporting date, the Company evaluates whether a particular debt instrument is considered to have low credit risk using all supportable information. Impairment losses are recognized in the consolidated statement of profit or loss and comprehensive loss and is the amount required to adjust the loss allowance at the reporting date to the amount that is required to be recognized based on the aforementioned policy. If the amount of impairment loss subsequently decreases and the decrease can be related objectively to an event occurring after the impairment was recognized, then the previously recognized impairment loss is reversed through profit or loss. Non-Financial At each reporting date, the Company reviews the carrying amounts of its non-financial For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or cash generating units (“CGU”). The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount. Impairment losses are recognized in profit or loss. They are allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized. Revenue Recognition Effective January 1, 2018, the Company adopted IFRS 15, Revenue from Contracts with Customers The terms of the contracts within the scope of IFRS 15 may contain multiple promised goods and services, which often include license rights to certain of the Company’s product candidates and R&D activities. Payments under such agreements include: (i) upfront nonrefundable license fees; (ii) payments for R&D services performed by the Company, including reimbursement for certain external costs; (iii) payments based upon the achievement of certain development, regulatory and commercial milestones; and (iv) royalties on net product sales, if any. Under IFRS 15, the Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company recognizes revenue following the five-step model prescribed under IFRS 15: (i) identification of the contract(s) with the customer; (ii) identification of the performance obligations; (iii) determination of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations in the contract; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. In order to account for contracts with customers, the Company identifies the promised goods or services in the contract and evaluates whether such promised goods or services represent performance obligations. The Company accounts for those components as separate performance obligations when the following criteria are met: (i) the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer, and (ii) the Company’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract. This evaluation requires subjective determinations and requires the Company to make judgments about the promised goods and services and whether such goods and services are separable from the other aspects of the contractual relationship. In determining the performance obligations, the Company evaluates certain criteria, including whether the promised good or service is capable of being distinct and whether such good or service is distinct within the context of the contract, based on consideration of the relevant facts and circumstances for each arrangement. Factors considered in this determination include the research, manufacturing and commercialization capabilities of the partner; the availability of research and manufacturing expertise in the general marketplace; and the level of integration, interrelation, and interdependence among the promises to transfer goods or services. The transaction price is allocated among the performance obligations using the relative selling price method and the applicable revenue recognition criteria are applied to each of the separate performance obligations. At contract inception, the Company determines the standalone selling price for each performance obligation identified in the contract. If an observable price of the promised good or service sold separately is not readily available, the Company utilizes assumptions that require judgment to estimate the standalone selling price, which may include development timelines, probabilities of technical and regulatory success, reimbursement rates for personnel costs, forecasted revenues, potential limitations to the selling price of the product, expected technological life of the product and discount rates. Up-front If the license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenue allocated to the license when the license is transferred to the customer and the customer is able to use and benefit from the license. For licenses that are not distinct and bundled with other performance obligations, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from the combined performance obligation. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Milestones At the inception of each arrangement that includes pre-commercial catch-up Royalties For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and where the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of: (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). To date, the Company has not recognized any royalty revenue. R&D Cost Reimbursement R&D cost reimbursement revenue, which is typically related to reimbursements from customers for the Company’s performance of R&D services under the respective agreements, is recognized on the basis of labor hours valued at a contractually agreed rate. R&D cost reimbursement revenue also includes reimbursements for related out-of-pocket The Company typically acts as the principal under such arrangements and, therefore, records these reimbursements on a gross basis. The impact of the new revenue standard IFRS 15 was also assessed for the instances under the ONO research and license agreement (defined below) where the Company acts as an agent. The Company concluded that no control was obtained for these pass-through arrangements to reimburse costs under the ONO research and license agreement and as such the costs were netted in R&D instead of being recognised as expense. Costs of Obtaining a Contract with a Customer The Company capitalizes the incremental costs of obtaining a contract with a customer if it expects to recover those costs. To date, the Company has not capitalized any incremental costs for obtaining a contract. Government Grants The Company receives certain government and regional grants, which support its research efforts in defined projects, and include contributions towards the R&D cost. When there is reasonable assurance that the Company will comply with the conditions attached to a received grant, and when there is reasonable assurance that the grant will be received, government grants are recognized as revenue on a gross basis in the consolidated statement of profit or loss and comprehensive loss on a systematic basis over the periods in which the Company recognizes expenses for the related costs for which the grants are intended to compensate. In the case of grants related to assets, the received grant will be deducted from the carrying amount of the asset. WBSO The WBSO ( afdrachtvermindering speur- en ontwikkelingswerk Employee Benefits Short-term Employee Benefits Short-term employee benefits are expensed as the related service is provided. A liability is recognized for the amount expected to be paid if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably. Share-Based Payment Transactions The grant-date fair value of equity-settled share-based payment awards granted to employees including grants of employee options, restricted share units, and modifications to existing instruments, is recognized as an expense, net of an estimated forfeiture rate, with a corresponding increase in equity (accumulated loss), over the vesting period of the awards. Service conditions and non-market non-market non-market non-vesting true-up Post-Employment Benefit Plans The Company contributes to a post-employment benefit plan that entitles executive officers and other staff members to retire at the age of 67 and receive annual payments based upon the average salary earned during the service period. The Company has insured the liabilities from the post-employment benefit plan with an insurance company and has no other obligation than to pay the annual insurance premiums to the insurance company. The annual pension payments are conditional; the Company will have no further obligation (legal or constructive) to pay further amounts if the insurance fund has insufficient assets to pay all employee benefits relating to current and prior service. Based on its characteristics, the Company’s post-employment benefit plan is classified as a defined contribution plan. Obligations for contributions to defined contribution plans are expensed as the related service is provided. Prepaid contributions are recognized as an asset. Leases Determining whether an Arrangement Contains a Lease At inception of an arrangement, the Company determines whether such an arrangement is or contains a lease. At inception or on reassessment of the arrangement, the Company separates payments and other consideration required by such an arrangement into those for the lease and those for other elements on the basis of their relative fair values. If the Company concludes for a finance lease that it is impracticable to separate the payments reliably, then an asset and a liability are recognized at an amount equal to the fair value of the underlying asset. Subsequently, the liability is reduced as payments are made and an imputed finance cost on the liability is recognized using the Company’s incremental borrowing rate. Leased Assets Assets held by the Company under leases that transfer to the Company substantially all of the risks and rewards of ownership are classified as finance leases. The leased assets are measured initially at an amount equal to the lower of their fair value and the present value of the minimum lease payments. Subsequent to initial recognition, the assets are accounted for in accordance with the accounting policy applicable to that asset. Assets held under other leases are classified as operating leases and are not recognized in the Company’s statement of financial position. Lease Payments Payments made under operating leases are recognized in the consolidated statement of profit or loss and comprehensive loss on a straight-line basis over the term of the lease. Lease incentives received are recognized as an integral part of the total lease expense, over the term of the lease. Minimum lease payments made under finance leases are apportioned between the finance expense and the reduction of the outstanding liability. The finance expense is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability. Finance Income and Finance Expenses The Company’s finance income and finance expenses include: • interest and related income; • interest expense and changes in fair value of the forward contract (derivative); • financing costs; and • the foreign currency gain or loss on financial assets and financial liabilities. Interest income or expense is recognized using the effective interest method. Income Tax Income tax expense comprises current and deferred tax. It is recognized in the consolidated statement of profit or loss and comprehensive loss except to the extent that it relates to a business combination, or items recognized directly in equity or in other comprehensive income or loss. Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to tax payable or receivable in respect of previous years. It is measured using tax rates enacted or substantively enacted at the reporting date. Current tax also includes any tax arising from dividends. Current tax assets and liabilities are offset only if certain criteria are met. Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for: • temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss; • temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and • taxable temporary differences arising on the initial recognition of goodwill. Deferred tax assets are recognized for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized; such reductions are reversed when the probability of future taxable profits improves. Unrecognized deferred tax assets are reassessed at each reporting date and recognized to the extent that it has become probable that future taxable profits will be available against which they can be utilized. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date. The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Company expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. Deferred tax assets and liabilities are offset only if certain criteria are met. |
Recently Issued or Adopted Inte
Recently Issued or Adopted International Financial Reporting Standards | 12 Months Ended |
Dec. 31, 2018 | |
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Recently Issued or Adopted International Financial Reporting Standards | 4. Recently Issued or Adopted International Financial Reporting Standards Newly Adopted International Financial Reporting Standards IFRS 15, Revenue from Contracts with Customers In May 2014, the IASB issued IFRS 15, which supersedes existing revenue recognition guidance. Prior to the adoption of IFRS 15, revenue was recognized to the extent that it was probable that the economic benefits would flow to the Company and the revenue could be reliably measured. The standard requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. To achieve that core principle, an entity must identify the contract(s) with a customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract, and recognize revenue when (or as) the entity satisfies the performance obligation. IFRS 15 was effective for annual and interim reporting periods beginning on or after January 1, 2018 and should be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying this update recognized at the date of initial application. The Company adopted the new standard effective January 1, 2018, using the retrospective method, with the effect of initially applying this standard recognized at the beginning of the earliest period presented. The Company had two open contracts on the adoption date and has assessed these contracts under the new revenue standard. In addition, the Company elected to apply the practical expedient to not apply this guidance to contracts that were completed before the beginning of the earliest period presented, or January 1, 2016, and the practical expedients for contract modifications (assessing the contracts in combination with any modifications before January 1, 2016). Under the practical expedient, the Company excluded certain option and exclusivity agreements that expired in 2015 and 2014, respectively. The adoption of IFRS 15 impacted the amortization of the Company’s upfront license payments under the collaboration and license agreement entered into with Incyte on December 20, 2016 (the “Incyte collaboration and license agreement”) and under the research and license agreement entered into with ONO on April 8, 2014 (the “ONO research and license agreement”). The Company previously recognized revenue from upfront license payments on a straight-line basis over the contractual term or the period of continuing managerial involvement, which was previously estimated to be 21 years for the Incyte collaboration and license agreement and 4.5 years for the ONO research and license agreement. Upon adoption of IFRS 15, the Company assessed the goods and services promised under the Incyte collaboration and license agreement and identified only one performance obligation to which the transaction price was allocated—a license to the Company’s proprietary technology combined with the joint steering committee (“JSC”) services during the research term. The transfer of the license and the JSC participation represented one combined performance obligation since they were not deemed distinct. As a result, under IFRS 15, revenue from upfront license payments under the Incyte collaboration and license agreement will be recognized as the Company satisfies the combined performance obligation, or over the nine-year research term, which is a period during which the Company has a present enforceable obligation to provide JSC services. As a result of the adoption of IFRS 15, prior year financial statements have been restated. The impact of adopting IFRS 15 resulted in a decrease of approximately €8.7 million to deferred revenue with an offset to accumulated deficit, effective January 1, 2018. The following financial statement line items have been shown to reflect the adjustments recognized for each individual line item in the Company’s respective consolidated financial statements for the period noted: Consolidated Statement of Profit or Loss and Comprehensive Loss Year ended December 31, 2017 IFRS 15 Year ended December 31, 2017 ( euros in thousands ) Revenue 13,600 8,315 21,915 Operating result (43,617 ) 8,315 (35,302 ) Total comprehensive loss for the period (73,000 ) 8,315 (64,685 ) Loss per share—basic and diluted (3.80 ) 0.43 (3.37 ) Year ended December 31, 2016 IFRS 15 Year ended December 31, 2016 ( euros in thousands ) Revenue 2,719 (209 ) 2,510 Operating result (27,672 ) (209 ) (27,881 ) Total comprehensive loss for the period (47,220 ) (209 ) (47,429 ) Loss per share—basic and diluted (3.57 ) (0.01 ) (3.58 ) Consolidated Statement of Financial Position December 31, 2017 IFRS 15 December 31, 2017 ( euros in thousands ) Accumulated loss (167,480 ) 8,705 (158,775 ) Deferred revenue, non-current 130,195 (17,644 ) 112,551 Deferred revenue 6,996 8,939 15,935 December 31, 2016 IFRS 15 December 31, 2016 ( euros in thousands ) Accumulated loss (107,295 ) 390 (106,905 ) Deferred revenue, non-current 30,206 (2,272 ) 27,934 Deferred revenue 1,610 1,882 3,492 Consolidated Statement of Cash Flows December 31, 2017 IFRS 15 December 31, 2017 ( euros in thousands ) Result after taxation (73,089 ) 8,315 (64,774 ) Changes in working capital: Deferred revenue (6,618 ) (8,315 ) (14,933 ) December 31, 2016 IFRS 15 December 31, 2016 ( euros in thousands ) Result after taxation (47,228 ) (209 ) (47,437 ) Changes in working capital: Deferred revenue (223 ) 209 (14 ) IFRS 9 Financial Instruments IFRS 9, Financial Instruments Financial Instruments: Disclosures IFRS 9 replaces the ‘incurred loss’ model in IAS 39 with an ‘expected credit loss’ (“ECL”) model. The new impairment model applies to financial assets measured at amortized cost, contract assets and debt investments at fair value recorded through other comprehensive loss, but not to investments in equity instruments. Under IFRS 9, credit losses are recognized earlier than under IAS 39. Under IFRS 9, loss allowances are measured on either 12-month instrument. The Company’s financial assets recorded at amortized cost consist of cash and cash equivalents, investments and trade and other receivables. These financial assets are considered to have a low credit risk and, as such, there was no impact to the Company’s opening accumulated deficit as a result of the change in impairment methodology. Newly Issued International Financial Reporting Standards IFRS 16 Leases In January 2016, the IASB issued IFRS 16, Leases right-of-use right-of-use The Company adopted IFRS 16 on January 1, 2019, using a modified retrospective transition approach applied to leases existing as of, or entered into after, January 1, 2019. The Company elected the practical expedients available under the transition guidance including, but not limited to, the recognition exemption for short-term and low-value The Company has reviewed its existing lease contracts and the impact of the new leasing standard on its consolidated statement of profit or loss and comprehensive loss, financial position and related disclosures. Although the Company is in the process of evaluating the full impact of IFRS 16 on its consolidated financial statements, it expects to recognize a lease liability and related right-of-use non-real right-of IFRIC 23 Uncertainty over Income Tax Treatments IFRIC 23 Uncertainty over Income Tax Treatments Income taxes |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2018 | |
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Property, Plant and Equipment | 5. Property, Plant and Equipment Movements in property, plant and equipment, net were as follows: Plant and equipment Other fixed assets Total ( euros in thousands ) Balance as at January 1, 2017 Costs 649 1,386 2,035 Accumulated depreciation (221 ) (1,166 ) (1,387 ) Book value 428 220 648 Changes in book value Additions 663 113 776 Depreciation (186 ) (70 ) (256 ) Disposals (Cost) (51 ) (1,086 ) (1,137 ) Disposals (Accumulated depreciation) 51 1,086 1,137 Balance 477 43 520 Balance as at December 31, 2017 Costs 1,261 413 1,674 Accumulated depreciation (356 ) (150 ) (506 ) Book value 905 263 1,168 Changes in book value Additions 1,498 300 1,798 Depreciation (448 ) (98 ) (546 ) Disposals (Cost) — — — Disposals (Accumulated depreciation) — — — Balance 1,050 202 1,252 Balance as at December 31, 2018 Costs 2,759 713 3,472 Accumulated depreciation (804 ) (248 ) (1,052 ) Book value 1,955 465 2,420 |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2018 | |
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Intangible Assets | 6. Intangible Assets The intangible assets, net are related to acquired intellectual property rights were as follows: 2018 2017 (euros in thousands) Balance as at January 1 Historical cost 860 860 Accumulated amortization (548 ) (486 ) Book value 312 374 Additions 2,225 — Amortization for the year (92 ) (62 ) Book value as at December 31 2,445 312 Balance as at December 31 Historical cost 3,085 860 Accumulated amortization (640 ) (548 ) Book value 2,445 312 During the year ended December 31, 2018, the Company acquired or licensed certain intellectual property and, under the terms of the related agreements, paid €2.2 million in fees. The transactions were accounted for as an asset acquisition. As a result, the Company capitalized €2.2 million as intangible assets in its consolidated statements of financial position. The Company amortizes the cost of the acquired or licensed intellectual property over its estimated economic life based on the remaining legal life of the related patents from the date of acquisition or license. |
Taxation
Taxation | 12 Months Ended |
Dec. 31, 2018 | |
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Taxation | 7. Taxation Deferred tax assets have not been recognized in respect of tax losses and deductible temporary differences, because the Company has no history of generating taxable profits and at the balance sheet date, there is no convincing evidence that sufficient taxable profit will be available against which the tax losses can be utilized. As of December 31, 2018, the tax losses carried forward amounted to €75.9 million as compared to €140.5 million at December 31, 2017 (as restated for the adoption of IFRS 15. See Note 4 for details). The deductible temporary difference, which completely relates to deferred revenue, amounted to €114.6 million at December 31, 2018. In November 2018, the Dutch tax authorities confirmed that the $120.0 million upfront license fee received from Incyte can be fully recognized in 2017 for Dutch corporate income tax purposes, which resulted in a significant reduction of the Company’s tax loss carry-forwards. The treatment of upfront license fees received is consistently applied by the Company for Dutch corporate income tax purposes. There will be no impact on the Company’s consolidated statements of financial position or consolidated statement of profit or loss and comprehensive loss as no deferred tax asset was recognized. In order to promote innovative technology development activities and investments in new technologies, a corporate income tax incentive has been introduced in Dutch tax law called the Innovations Box. Based on the Innovations Box ruling, the Company would owe on the first 75% of qualifying profits under the Dutch jurisdiction effectively 7% for Dutch income taxes. The remaining profit would be taxed at the headline Dutch statutory tax rate of 25%. The headline Dutch statutory tax rate is 25% for fiscal years 2018 and 2019. Legislation has been enacted amending the headline Dutch statutory tax rate to 22.55% for fiscal year 2020 and 20.5% for fiscal year 2021. Taxable profits will only qualify for the Innovations Box once the tax losses carried forward are completely utilized. The agreement with the tax authorities was originally signed for the tax years beginning in 2011 through 2015 and was subsequently extended up to and including year 2019. Since the Company is loss-making, no Dutch income tax is recognized in the consolidated statement of profit or loss and comprehensive loss. Merus US, Inc., which is incorporated in the U.S. in the State of Delaware, is subject to statutory U.S. Federal corporate income taxes and state income taxes for Massachusetts at a blended rate of 28% and 40% for the years ended December 31, 2018 and 2017, respectively. Current year income tax expense was attributable entirely to Merus US, Inc. which was established on February 17, 2016 and provided general management services and strategic advisory services to the Company. Corporate income tax expenses were €0.4 million and €0.2 million for the years ended December 31, 2018 and 2017, respectively. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2018 | |
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Investments | 8. Investments On January 1, 2018, the Company adopted IFRS 9 and classifies and accounts for its investments at amortized cost. The Company’s investments as of December 31, 2017 were classified and accounted for as held-to-maturity The Company’s investments include investments in commercial paper, debt securities issued by several public corporations and the U.S. Treasury. Current investments include investments with a maturity date of greater than three months at the date of settlement. Investments with a maturity of 12 months or more from the original investment date are classified as non-current. Investments as of December 31, 2018 and 2017 consisted of the following: December 31, 2018 2017 (euros in thousands) Commercial paper 22,208 15,527 U.S. Treasury securities 6,733 9,177 Corporate fixed income bonds 14,185 7,886 Agency bonds 1,729 1,453 Current investments 44,855 34,043 Corporate fixed income bonds 16,945 7,060 Non-current 16,945 7,060 Total investments 61,800 41,103 The Company first began its investment program during the fourth quarter of 2017. During the years ended December 31, 2018 and 2017, the Company purchased investments totaling €75.9 million and €41.8 million, respectively, which are held and denominated in U.S. dollars. During the years ended December 31, 2018 and 2017, the Company received proceeds of €58.9 million and €0, respectively, relating to investment maturities. As a result of the fluctuation in foreign currency between the euro and U.S. dollar, the Company recorded foreign currency exchange net gains of €3.2 million as a component of finance income for the year ended December 31, 2018. For the year ended December 31, 2017, the Company recorded foreign currency exchange net losses of €0.8 million as a component of finance expense. |
Trade and Other Receivables
Trade and Other Receivables | 12 Months Ended |
Dec. 31, 2018 | |
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Trade and Other Receivables | 9. Trade and Other Receivables All trade and other receivables are short-term and due within 1 year. December 31 2018 2017 (euros in thousands) Trade receivables 2,690 1,594 Unbilled receivables 236 710 VAT receivable 891 582 Prepaid expenses 2,783 427 Prepaid pension costs — 838 Interest receivable 213 170 Other receivables 219 92 7,032 4,413 Trade and unbilled receivables relate primarily to invoicing for cost reimbursements relating to the Incyte collaboration and license agreement, ONO research and license agreement and Simcere research and license agreement. VAT receivable relates to a value added tax receivable from the Dutch tax authorities based on the tax application for the fourth quarter of 2018. The Company is evaluating if the benefits of claiming foreign VAT are favorable compared to the related costs and expects to finalize the assessment and conclude in the course of 2019. Prepaid expenses consist of expenses that were paid but are related to activities taking place in subsequent periods and prepaid taxes. The increase in prepaid expenses at December 31, 2018 relates primarily to advance payments made to contract research and contract manufacturing organizations in support of the Company’s preclinical, clinical trial, and contract manufacturing activities. |
Other Liabilities and Accruals
Other Liabilities and Accruals | 12 Months Ended |
Dec. 31, 2018 | |
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Other Liabilities and Accruals | 10. Other Liabilities and Accruals All amounts are short-term and payable within 1 year. December 31 2018 2017 (euros in thousands) Audit fees 167 96 Personnel-related 560 446 Accrued bonus 1,523 1,545 R&D costs 4,409 5,272 IP legal fees 212 509 Subsidy advance received 42 224 Other accruals 1,051 535 7,964 8,627 Accrued R&D costs relate to third-party contract costs for preclinical studies and clinical trial activities and related contract manufacturing expenses. The decrease in R&D costs is due to the timing of invoices received. Accrued bonuses relate to employee bonuses for the financial year 2018, which were paid out in February 2019. Subsidy advances received relate to active grants where the Company has received cash in excess of allowances, which is required to be repaid or recognized as grant revenue when the relevant reimbursable costs are incurred as services are performed. |
Deferred Revenue
Deferred Revenue | 12 Months Ended |
Dec. 31, 2018 | |
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Deferred Revenue | 11. Deferred Revenue Deferred revenue consisted of the following: December 31 2018 2017 (euros in thousands) Deferred revenue—current portion 16,934 15,935 Deferred revenue 97,675 112,551 114,609 128,486 * See Note 4 for details regarding the restatement as a result of a change in accounting policy. Of the total deferred revenue balance at December 31, 2018, €112.6 million related to the Incyte collaboration and license agreement and a share subscription agreement (the “Incyte share subscription agreement”) entered into by the Company with Incyte on December 20, 2016 (together, the “Incyte Agreements”) and €2.1 million related to the collaboration and license agreement entered into by the Company with Simcere on January 8, 2018 (the “Simcere collaboration and license agreement”). The total deferred revenue balance at December 31, 2017, related solely to the Incyte Agreements. Under the Incyte collaboration and license agreement, Incyte agreed to pay the Company a $120.0 million, or €112.0 million, non-refundable upfront non-refundable The Company combined the Incyte collaboration and license agreement and Incyte share subscription agreement and accounted for them as a single contract based on the following criteria: (i) they were entered into at the same time with the same customer; (ii) the arrangements’ mutual existence is acknowledged in the separate agreements; and (iii) they were negotiated as a package with a single commercial objective. As the Incyte share subscription agreement was denominated in a foreign currency (U.S. dollars) other than the Company’s functional currency (euro), the Company determined that the freestanding forward contract to sell its own shares at a future date, to which the Company became committed on December 20, 2016, did not qualify as equity and thus a freestanding forward contract (derivative asset) was recognized in the Company’s consolidated statement of financial position. The difference between the purchase price of $25.0 per common share in the Incyte share subscription agreement and the market price of the Company’s common shares on December 20, 2016 was considered to be part of the consideration received under the Incyte Agreements. As a result, on December 20, 2016, the Company recorded a liability (deferred revenue) of $32.6 million, or €31.4 million, in its consolidated statement of financial position for the same amount as the fair value of the freestanding forward contract (derivative asset). The deferred revenue liability is not remeasured subsequent to the initial recognition and is accounted for in the same manner as the non-refundable The Company’s fixed consideration under the Incyte Agreements is $152.6 million, consisting of the $120.0 million, or €112.0 million, non-refundable Under the Simcere collaboration and license agreement, the Company agreed to grant Simcere an exclusive license to develop and commercialize in China three bispecific antibodies to be produced by Merus utilizing the Company’s Biclonics ® non-refundable The Company amortizes the upfront and milestone payment to revenue over time based on the estimated duration of each research program. As of December 31, 2018, the first and second research programs had commenced. For the year ended December 31, 2018, the Company recognized revenue of €0.9 million, relating to these two programs for the amortization of upfront and milestone payments. The remaining research program had not commenced as of December 31, 2018. Accordingly, no revenue has been recognized related to the remaining research program. On March 14, 2018, the Company entered into a second contract research and license agreement with ONO (the “second ONO research and license agreement”). Pursuant to an exclusive option granted to ONO in the ONO research and license agreement, ONO exercised its option to enter into the second ONO research and license agreement. The Company granted ONO an exclusive, worldwide, royalty-bearing license, with the right to sublicense, research, test, make, use and market bispecific antibody candidates based on the Company’s Biclonics ® Under the terms of the agreement, ONO identifies and selects the licensed bispecific antibodies for which it is responsible for conducting further non-clinical and ONO agreed to pay the Company an upfront, non-refundable payment On December 10, 2018, the Company entered into a collaboration and license agreement with Betta (the “Betta collaboration and license agreement”), where the Company granted Betta an exclusive license to develop and commercialize in China MCLA-129, ® ® In addition to a non-refundable The Company identified a single combined performance obligation, which includes a license to MCLA-129 IND-enabling Betta is eligible to receive from the Company an aggregate of $12.0 million, or €10.5 million, in milestone payments contingent upon the Company achieving certain specified development and commercial goals, and is eligible to receive tiered royalty payments of net sales outside of China. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2018 | |
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Shareholders' Equity | 12. Shareholders’ Equity Reverse Share Split On May 6, 2016, the general meeting of the Company’s shareholders resolved to approve and effect a capital reorganization, based on a reverse share split. The effect of the reverse share split was a 1-for-1.8 Initial Public Offering On May 24, 2016, the Company closed the initial public offering of 5,500,000 of its common shares and, on May 26, 2016, of an additional 639,926 of its common shares, at a price to the public of $10.0 per share. Net proceeds to the Company after deducting underwriting discounts and commissions and offering expenses were $53.3 million. On May 19, 2016, the Company’s common shares were listed on the Nasdaq and all of the Company’s preferred shares converted into common shares. Share Subscription Agreement with Incyte Concurrent with the Incyte collaboration and license agreement discussed above under Note 11, the Company entered into the Incyte share subscription agreement on December 20, 2016. On January 23, 2017, under the terms of the Incyte share subscription agreement, the Company issued 3,200,000 of its common shares to Incyte at the agreed price per share of $25.0, for an aggregate purchase price of $80.0 million, or €74.7 million. The Company received proceeds of €74.4 million, net of issuance costs of €0.2 million. A €1.1 million discount on the subscription share price, combined with a €0.4 million foreign currency translation accompanying the issuance of these shares, increased share capital by €0.3 million and share premium by €73.4 million. Private Placement of Common Shares On February 13, 2018, the Company entered into the Purchase Agreement. Pursuant to the Purchase Agreement, the Company agreed to sell an aggregate of 3,099,997 of its common shares to the Investors at a purchase price equal to $18.0 per share. The Purchase Agreement contains customary representations and warranties from the Company and the Investors and customary closing conditions. On February 15, 2018, the Company completed the sale under the Private Placement and received gross proceeds of approximately $55.8 million, or €44.8 million. Share Subscription Agreement with Regeneron On December 20, 2018, the Company entered into a share subscription agreement with Regeneron (the “Regeneron Subscription Agreement”). See Note 21 for details. Pursuant to the Regeneron Subscription Agreement, the Company agreed to sell an aggregate of 600,000 of its common shares to Regeneron at a purchase price equal to $25.0 per share. The Regeneron Subscription Agreement contains customary representations and warranties from the Company and Regeneron and customary closing conditions. On December 21, 2018, the Company completed the sale under the Regeneron Subscription Agreement and received gross proceeds of $15.0 million, or €13.1 million. Accordingly, the Company recorded the common shares issued at the fair value of the underlying securities on the date of issuance. The difference between the total proceeds received of $15.0 million, or €13.1 million, and the aggregate value of common shares issued of $6.9 million, or €6.0 million, was recorded as a gain on litigation settlement of $8.1 million, or €7.1 million, during the year-ended December 31, 2018. Issued and Paid-in All issued shares have been fully paid in cash. Common Shares At December 31, 2018, 2017 and 2016, a total of 23,358,977, 19,429,848, and 16,085,851 common shares, respectively, were issued and fully paid in cash. The following is a tabular reconciliation of common shares outstanding for the years ended December 31, 2018 and 2017, respectively. Year ended December 31, 2018 2017 Common Shares outstanding at January 1, 19,429,848 16,085,851 Issued for cash 3,699,997 3,200,000 Exercise of common share options 135,888 136,666 Vesting of RSUs 93,244 7,331 Common shares outstanding at December 31, 23,358,977 19,429,848 Share Premium Reserve The share premium reserve relates to amounts contributed by shareholders at the issue of shares in excess of the par value of the shares issued. All share premium can be considered as free share premium as referred to in the Netherlands Income tax act. Share-Based Payment Arrangements In 2010, the Company established the Merus B.V. 2010 Employee Option Plan (the “2010 Plan”) that entitled key management personnel, staff and consultants providing similar services to purchase shares in the Company. Under the 2010 Plan, holders of vested options were entitled to purchase depositary receipts for common shares at the exercise price determined at the date of grant. Upon exercise of the option, common shares were issued to a foundation established to facilitate administration of share-based compensation awards and pool the voting interests of the underlying shares, and depositary receipts were issued by the foundation to the individual holders. In connection with the IPO, the 2010 Plan was amended to cancel the depositary receipts and allow individual holders to directly hold the common shares obtained upon exercise of their options. Options granted under the 2010 Plan are exercisable once vested. The options granted under the 2010 Plan vest in installments over a four-year period from the grant date. Twenty-five percent of the options vest on the first anniversary of the vesting commencement date, and the remaining seventy-five percent of the options vest in 36 monthly installments for each full month of continuous service provided by the option holder thereafter, such that 100% of the options become vested on the fourth anniversary of the vesting commencement date. Options lapse on the eighth anniversary of the date of grant. Prior to the IPO, participants that voluntarily left the Company, except for members of the former Supervisory Board, were required to offer to the foundation the depositary receipts acquired from exercising options against payment of the exercise price or the lower fair market value of the underlying shares. This obligation for a participant to offer depositary receipts to the foundation upon resignation within four years from exercising the options was treated as a non-market The reduction of the vesting period has been accounted for, taking into consideration the modified vesting conditions, to reflect the best estimate available of the options that are expected to vest. At the modification date in 2016, the cumulative expense for the options has been trued-up non-market In connection with the IPO, the Company established the 2016 Incentive Award Plan (the “2016 Plan”). Following the IPO, the Company is no longer making grants under the 2010 Plan; however, the terms of the 2010 Plan will continue to govern grants made under the 2010 Plan. All new incentive award grants since the IPO are being made under the 2016 Plan. Options granted under the 2016 Plan are exercisable once vested. The options granted under the 2016 Plan vest in installments over a four-year period from the grant date. Twenty-five percent of the options vest on the first anniversary of the vesting commencement date, and the remaining seventy-five percent of the options vest in 36 monthly installments for each full month of continuous service provided by the option holder thereafter, such that 100% of the options shall become vested on the fourth anniversary of the vesting commencement date. Options will lapse on the tenth anniversary of the date of grant. The RSUs granted under the 2016 Plan also vest in installments over a four-year period from the grant date. Each RSU represents the right to receive one common share. The Company also established the Supervisory Board Compensation Program, which was subsequently replaced by the Non-Executive non-executive The initial awards granted under the Non-Executive Share-based payment expenses are recognized as from the IPO date for each subsequent award that a non-executive Pursuant to the “evergreen” provisions of the 2016 Plan, the number of common shares authorized for issuance under the plan automatically increased by 934,359 common shares to 1,469,785 common shares effective January 1, 2019. Measurement of Fair Value of the Equity-Settled Share-Based Payment Arrangements The fair value of the share options granted to the employee and the Board of Directors has been measured using a binomial option pricing model. Service and non-market The inputs used in the measurement of the fair values and the related fair values at the grant dates for the options granted during the respective years were as follows: Year ended December 31, 2018 2017 2016 Key Management Personnel All Other Employees Key Management Personnel All Other Employees Key Management Personnel All Other Employees Fair value €6.82 – €12.27 €7.74 – €13.32 €9.04 – €16.10 €8.94 – €18.02 €9.97 – €11.03 €5.74 – €5.79 Share price €13.01 – €19.90 €12.29 – €21.02 €17.08 – €24.54 €13.71 – €27.47 €15.24 – €16.85 €8.46 – €8.87 Exercise price €13.01 – €19.90 €12.29 – €21.02 €17.08 – €24.54 €13.71 – €27.47 €15.24 – €16.85 €8.46 – €8.87 Expected volatility (weighted-average) 94.71% 92.16% 95.05% 94.88% 95.30% 97.15% Expected life 10 years 10 years 10 years 10 years 10 years 8 – 10 years Expected dividends 0% 0% 0% 0% 0% 0% Risk-free interest rate 2.79% – 3.20% 2.83% – 3.10% 2.29% – 2.51% 2.24% – 2.62% 1.84% – 1.86% 0.10% – 1.87% Reconciliation of outstanding share options The number of share options and the weighted average exercise prices of share options granted were as follows for the respective years: 2018 2017 2016 Weighted average exercise price Number of options Weighted average exercise price Number of options Weighted average exercise price Number of options (€) (€) (€) Outstanding at January 1 13.99 2,213,985 8.69 1,394,844 5.35 953,689 Forfeited during the year 14.48 (38,874 ) 17.27 (58,164 ) 6.07 (31,351 ) Expired during the year 11.00 (31,629 ) 8.67 (762 ) 11.95 (5,454 ) Exercised during the year 6.80 (135,888 ) 2.24 (136,666 ) 1.93 (18,283 ) Granted during the year 14.96 625,445 19.88 1,014,733 14.74 496,243 Outstanding at December 31 14.62 2,633,039 13.99 2,213,985 8.69 1,394,844 Exercisable at December 31 1,275,669 687,070 418,453 The options outstanding at December 31, 2018 had an exercise price in the range of €1.93 to €27.47 (2017: €1.93 to €27.47; 2016: €1.93 to €16.85) and a weighted-average remaining contractual life of 7.0 years (2017: 8.25 years; 2016: 6.68 years). The weighted-average share price at the date of exercise for share options exercised in 2018 was €17.03. The number of share options outstanding, by group of employees, was as follows: December 31, Group of employees entitled 2018 2017 2016 Key management personnel 2,148,744 1,777,437 1,302,417 All other employees 484,295 436,548 92,427 2,633,039 2,213,985 1,394,844 During 2017, the Company granted RSUs to Key Management Personnel. The following table summarizes the Company’s RSU’s activity: Year ended December 31, 2018 2017 Weighted average grant date Number Weighted Number Unvested at January 1 € 20.03 194,546 € — — Forfeited during the year — — € 20.03 (12,219 ) Expired during the year — — — — Vested during the year € 20.03 (93,244 ) € 20.03 (7,331 ) Granted during the year — — € 20.03 214,096 Unvested at December 31 € 20.03 101,302 € 20.03 194,546 |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2018 | |
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Revenue | 13. Revenue Revenue is recognized at the amount to which the Company expects to be entitled for the transfer of promised goods or services to customers. Disaggregation of Revenue The Company’s revenues are generated entirely in the Netherlands. In the following table, revenue is disaggregated by primary source of revenue as follows: Year ended December 31, 2018 2017 2016 (euros in thousands) Upfront payment amortization 17,686 14,933 14 R&D cost reimbursement and milestone 13,566 5,787 1,109 Revenue from contracts with customers 31,252 20,720 1,123 Income from grants on research projects 196 1,195 1,387 31,448 21,915 2,510 * See Note 4 for details regarding the restatement as a result of a change in accounting policy. For the year ended December 31, 2018, the Company recognized amortization of €15.9 million on upfront payments related to the Incyte collaboration and license agreement, amortization of €1.2 million on upfront payments related to the second ONO research and license agreement, €0.5 million on upfront payments related to the Simcere collaboration and license agreement and less than €0.1 million on the upfront payment related to the Betta collaboration and license agreement. For the year ended December 31, 2017, the Company recognized €14.9 million of amortization of the upfront payment related to the Incyte collaboration and license agreement. For the year ended December 31, 2016, the Company recognized approximately €14,000 of amortization of the up-front R&D cost reimbursement and milestone revenue for the year ended December 31, 2018, was €13.6 million and consisted of cost reimbursements, milestone payment amortization and research milestones achieved in support of the Company’s research and license agreements with Incyte, ONO and Simcere. During the year ended December, 2018, the Company recognized €8.8 million of cost reimbursements in support of the Company’s research and license agreements with Incyte and €0.4 million of cost reimbursements in support of the Company’s research and license agreements with ONO. The Company recognized an aggregate of €4.0 million in research milestones under its ONO agreements and €0.4 million in research milestone payment amortization under its Simcere agreements for the year ended December 31, 2018. The Company did not recognize any revenue relating to research milestones under its Betta collaboration and license agreement for the year ended December 31, 2018. R&D cost reimbursement and milestone revenue for the year ended December 31, 2017 was €5.8 million and consisted of cost reimbursements in support of the Company’s agreements with Incyte and ONO. The Company did not recognize any research milestones during 2017. During 2016, the Company recognized one research milestone reached under the ONO agreement, which amounted to €0.7 million. Additionally, the Company recorded revenue of €0.4 million from an agreement that was signed with ONO on March 7, 2016. The Company has been awarded grants consisting of cash allowances for specific R&D projects. The unconditional receipt of the grant allowances is dependent on the final review of the reporting provided by the Company at the end of the contract term. For the years ended December 31, 2018, 2017, and 2016, the Company recognized €0.2 million, €1.2 million, and €1.4 million in grant income, respectively. As of August 2018, all grants awarded were completed. On June 12, 2017, the European Commission approved for reimbursement the final installment of the FP-7 Contract Balances A trade receivable is recorded when the Company satisfies a performance obligation by transferring a promised good or service and has earned the unconditional right to consideration from its customer. Trade receivables relate to invoicing for cost reimbursements, upfront payments and research milestones achieved in support of the Company’s research and license agreements with Incyte, ONO, Simcere and Betta. Payment terms relating to receivables with Incyte, ONO and Simcere are 30 days and payment terms relating to receivables with Betta are 60 days. A contract asset is recorded when the Company satisfies a performance obligation by transferring a promised good or service and has earned the right to consideration from its customer. These assets represent a conditional right to consideration. Contract assets relate to unbilled amounts for cost reimbursements and research milestones achieved in support of the Company’s research and license agreements with Incyte and ONO. A contract liability is recorded when consideration is received, or such consideration is unconditionally due, from a customer prior to transferring goods or services under the terms of the contract. Contract liabilities are recognized as revenue as control of the products or services is transferred to the customer and all revenue recognition criteria have been met. Contract liabilities relate to upfront payments received related to the Incyte collaboration and license agreement, ONO research and license agreement and the Simcere research and license agreement. The following table presents changes in the Company’s trade receivables, contract assets and contract liabilities during the year ended December 31, 2018: December 31, Additions Deductions December 31, ( euros in thousands ) Trade receivables Trade receivables 1,594 19,951 (18,855 ) 2,690 Total trade receivables 1,594 19,951 (18,855 ) 2,690 Contract assets Unbilled receivables 710 1,045 (1,519 ) 236 Total contract assets 710 1,045 (1,519 ) 236 Contract liabilities Deferred revenue 128,486 4,137 (18,014 ) 114,609 Total contract liabilities 128,486 4,137 (18,014 ) 114,609 The following table presents changes in the Company’s trade receivables, contract assets and contract liabilities during the year ended December 31, 2017: December 31, Additions Deductions December 31, ( euros in thousands ) Trade receivables Trade receivables 205 122,781 (121,392 ) 1,594 Total trade receivables 205 122,781 (121,392 ) 1,594 Contract assets Unbilled receivables — 121,240 (120,530 ) 710 Total contract assets — 121,240 (120,530 ) 710 Contract liabilities Deferred revenue 31,426 111,993 (14,933 ) 128,486 Total contract liabilities 31,426 111,993 (14,933 ) 128,486 As a result of the adoption of IFRS 15, total deferred revenue was reduced by €8.7 million as of December 31, 2017. See Note 4 for details. For the year ended December 31, 2018, deductions from deferred revenue are comprised of revenue recognized that was included in deferred revenue at the beginning of the period totaling €15.9 million and revenue recognized that was not included in deferred revenue at the beginning of the period totaling €2.1 million. For the year ended December 31, 2017, deductions from deferred revenue are comprised of revenue recognized that was included in deferred revenue at the beginning of the period totaling €3.2 million and revenue recognized that was not included in deferred revenue at the beginning of the period totaling €11.7 million. |
Total Operating Expenses
Total Operating Expenses | 12 Months Ended |
Dec. 31, 2018 | |
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Total Operating Expenses | 14. Total Operating Expenses The following table presents a breakdown of operating expenses: Year ended December 31, 2018 2017 2016 ( euros in thousands ) Manufacturing costs 18,914 13,567 3,162 IP and license costs 1,852 1,858 1,167 Personnel related R&D 7,036 6,673 3,285 Other R&D costs 18,938 12,027 10,810 Total R&D costs 46,740 34,125 18,424 Management and administration costs 10,395 13,697 4,258 Litigation costs 1,425 1,039 1,490 Other operating expenses 11,735 8,356 6,219 Total other expenses 13,160 9,395 7,709 Total operating expenses 70,295 57,217 30,391 R&D costs primarily include: (i) payroll and related costs (including share-based payment expenses) associated with R&D personnel; (ii) costs related to clinical trials and preclinical testing of the Company’s technologies under development; (iii) costs to develop product candidates, including raw materials and supplies, product testing, depreciation, and facility related expenses; (iv) expenses for research services provided by universities and contract laboratories; (v) costs associated with obtaining and maintaining patents and other intellectual property; and (vi) other R&D expenses. Other R&D costs consist mainly of laboratory supplies and depreciation expense related to R&D activities, which cannot be specifically allocated to a research project. The following table presents a breakdown of other R&D costs: Year ended December 31, 2018 2017 2016 ( euros in thousands ) Discovery and preclinical costs 5,506 2,473 5,185 Clinical costs 9,169 5,919 3,409 Other R&D costs 4,263 3,635 2,216 Total other R&D costs 18,938 12,027 10,810 Management and administrative costs consist of salaries and related expenses for employees in finance, legal, human resources, investor relations and business development functions. These costs include all salary, salary related expenses and share-based compensation expenses. Other operating expenses consist primarily of expenses related to professional fees for consulting, audit, and tax services of €6.3 million (2017: €4.0 million, 2016: €1.7 million), which support the finance function in maintaining and establishing public company status and general legal, insurance and facility related expenses amounting to €4.2 million (2017: €3.2 million, 2016: €3.9 million). Operating expenses presented by nature are outlined below: Year ended December 31, 2018 2017 2016 ( euros in thousands ) Contract manufacturing 18,914 13,567 3,162 Other external and outsourced costs 32,459 22,333 18,885 Employee costs and related benefits 18,284 20,999 8,110 Depreciation and amortization 638 318 234 Total operating expenses 70,295 57,217 30,391 The other external and outsourced costs consist mainly of preclinical costs of €5.5 million (2017: €2.5 million, 2016: €5.2 million), clinical costs of €9.2 million (2017: €5.9 million, 2016: €3.4 million) and IP costs of €3.3 million (2017: €2.9 million, 2016: €2.7 million). |
Employee Benefits
Employee Benefits | 12 Months Ended |
Dec. 31, 2018 | |
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Employee Benefits | 15. Employee Benefits Details of the employee benefits are as follows: Year ended December 31, 2018 2017 2016 ( euros in thousands ) Salaries and wages 10,783 9,556 5,166 WBSO subsidy (4,257 ) (3,523 ) (1,721 ) Social security premiums 919 621 382 Health insurance 330 222 27 Pension costs 749 652 507 Share-based compensation 7,925 12,815 3,307 Other personnel expense 1,835 656 442 Total employee benefits expense 18,284 20,999 8,110 Share-based compensation expense recognized as employee benefit expenses during the years ended December 31, 2018, 2017 and 2016 was as follows: Year ended December 31, 2018 2017 2016 (euros in thousands) R&D costs 2,710 3,245 703 Management and administration costs 4,742 8,942 2,037 Other expenses 473 628 567 7,925 12,815 3,307 Subsidies earned under the WBSO relating to eligible R&D costs are deferred and recognized in the Company’s income statement as a reduction to labor costs over the period labor costs are expected to be incurred. The Company’s headcount at December 31, 2018 was approximately 98 full-time equivalents and consisted of 81 employees in the Netherlands and 17 employees in the U.S. A total of 21 employees who are devoted to activities other than R&D and overall management of the Company were included under management and administration costs for the year ended December 31, 2018. The Company’s headcount at December 31, 2017 was approximately 83 full-time equivalents and consisted of 70 employees in the Netherlands and 13 employees in the U.S. A total of 21 employees who are devoted to activities other than R&D and overall management of the Company were included under management and administration costs for the year ended December 31, 2017. |
Other Income (Expense)
Other Income (Expense) | 12 Months Ended |
Dec. 31, 2018 | |
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Other Income (Expense) | 16. Other Income (Expense) The following table presents a breakdown of other income (expense): Year ended December 31, 2018 2017 2016 ( euros in thousands ) Finance income Interest income and similar related income 1,809 1,112 88 Net gain on foreign exchange 6,034 — — 7,843 1,112 88 Other income 7,095 — — Finance costs Interest and other expenses (4 ) (190 ) — Net loss on foreign exchange — (19,449 ) (409 ) Derivative financial instrument expense — (10,696 ) (19,235 ) (4 ) (30,335 ) (19,644 ) Total other income (expense) 14,934 (29,223 ) (19,556 ) Interest income primarily results from interest earned on cash held on account and accretion of investment earnings. The Company presents foreign currency gains and losses on a net basis as either finance income or finance expense depending on whether foreign currency movements are in a net gain or net loss position. Other income consists of a gain recorded in connection with the Regeneron Subscription Agreement. See Note 12 and Note 21 for details. Pursuant to the Regeneron Subscription Agreement, the Company agreed to sell an aggregate of 600,000 of its common shares to Regeneron at a purchase price equal to $25.0 per share. On December 21, 2018, the Company completed the sale under the Regeneron Subscription Agreement and received gross proceeds of $15.0 million, or €13.1 million. Accordingly, the Company recorded the common shares issued at the fair value of the underlying securities on the date of issuance. The difference between the total proceeds received of $15.0 million, or €13.1 million, and the aggregate value of common shares issued of $6.9 million, or €6.0 million, was recorded as a gain on litigation settlement of $8.1 million, or €7.1 million, during the year-ended December 31, 2018. On December 20, 2016, the Company entered into the share subscription agreement with Incyte and recognized a freestanding forward contract (derivative asset) of $32.6 million, or €31.4 million, in its statement of financial position. In accordance with IAS 39, the finance costs for the year ended December 31, 2017 and 2016, include an amount of €10.7 million and €19.2 million, respectively, related to a fair value remeasurement of the forward contract through December 31, 2016 and through January 23, 2017, the date the shares were issued to Incyte. |
Loss per share
Loss per share | 12 Months Ended |
Dec. 31, 2018 | |
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Loss per share | 17. Loss per share The Company calculates basic net income (loss) per share attributable to equity holders of the Company and diluted net loss per share attributable to equity holders of the Company by dividing the net income (loss) attributable to equity holders of the Company by the weighted average number of common shares outstanding during the period. Diluted net income per share attributable to common stockholders is computed by dividing net income attributable to equity holders of the Company by the diluted number of shares outstanding during the period. Except where the result would be antidilutive to net income, diluted net income per share attributable to equity holders of the Company is computed assuming the exercise of share options and the vesting of RSUs (using the treasury stock method), as well as their related income tax effects. Basic and diluted net loss per share attributable to equity holders of the Company was calculated as follows: Year ended December 31, 2018 2017 2016 (e uros in thousands, except per share data ) Numerator: Net loss attributable to equity holders of the Company (24,235 ) (64,685 ) (47,429 ) Denominator: Weighted average shares outstanding—basic and diluted 22,286,720 19,196,440 13,236,649 Loss per share—basic and diluted (1.09 ) (3.37 ) (3.58 ) * See Note 4 for details regarding the restatement as a result of a change in accounting policy During the years ended December 31, 2018, 2017 and 2016, share options and unvested RSUs were excluded from the calculation of net loss per attributable to equity holders of the Company due to their antidilutive effect. The Company did not declare dividends for any of the years presented in these financial statements. |
Financial Instruments
Financial Instruments | 12 Months Ended |
Dec. 31, 2018 | |
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Financial Instruments | 18. Financial Instruments As discussed in Note 4, the Company’s initial adoption of IFRS 9 had no impact on previously reported amounts. Financial Risk Management The Company is exposed to a variety of financial risks: credit risk, liquidity risk and market risk. The Company’s overall risk management program seeks to minimize potential adverse effects of these financial risk factors on the Company’s financial performance. Management is primarily responsible for the overall risk management approach and for the approval of risk strategies and principles of the Company. The Company’s Audit Committee oversees these risk management activities. The Company’s management reviews and approves policies for managing each of these risks which are summarized below. Credit Risk Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Company’s receivables from its collaborators and investments in debt securities and financial institutions. The Company’s principal financial assets are held to maturity investments, trade receivables, unbilled receivables and cash and cash equivalents that are derived primarily from financing activities and, to a lesser extent, from its operations. The main purpose of these financial assets is to support the Company’s operations which consist primarily of research and development, preclinical and clinical development and related manufacturing in support of the Company’s preclinical and clinical development programs for MCLA-128, MCLA-117, MCLA-158 MCLA-145. The carrying amount of financial assets represents the maximum credit exposure. December 31, 2018 2017 ( euros in thousands ) Trade and unbilled receivables 2,926 2,283 Investments 61,800 41,103 Cash and cash equivalents 143,747 149,678 208,473 193,064 Cash and cash equivalents include deposits and investments held with financial institutions with original maturities of less than three months. Investments include commercial paper, securities issued by several public corporations and the U.S. Treasury with a maturity date of greater than three months at the date of settlement. Cash and cash equivalents are held at banks and financial institutions with credit ratings varying between A and AA, while investments are in highly rated vehicles with identical credit ratings. The aging of trade and unbilled receivables was as follows: December 31, 2018 2017 ( euros in thousands ) Neither past due nor impaired 2,926 2,283 Past due — — 2,926 2,283 There is no allowance for impairment relating to trade and unbilled receivables, investments and cash and cash equivalents. Liquidity Risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s core objective is to maintain a balance between continuity of funding and flexibility through the monitoring of cash flows at varying levels to ensure that it has sufficient cash on demand to meet expected operational expenses. The following are the remaining contractual maturities of financial liabilities as at December 31, 2018 and 2017. The amounts are gross and undiscounted. December 31, 2018 Carrying amount Total < 12 months 1 - 2 years 2 - 5 years > 5 years ( euros in thousands ) Trade payables 3,819 3,819 3,819 — — — Other liabilities and accruals 7,964 7,964 7,964 — — — 11,783 11,783 11,783 — — — December 31, 2017 Carrying amount Total < 12 months 1 - 2 years 2 - 5 years > 5 years ( euros in thousands ) Trade payables 2,855 2,855 2,855 — — — Other liabilities and accruals 6,176 6,176 6,176 — — — 9,031 9,031 9,031 — — — Market Risk Market risk is the risk that changes in market prices—such as foreign exchange rates and interest rates—will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return. The Company’s market risk relates to foreign exchange and to a lesser extent, interest risks. Foreign currency risk Foreign exchange risk arises from future commercial transactions and recognized assets and liabilities in foreign currencies. With respect to monetary assets and liabilities denominated in foreign currencies, the Company’s primary currency exposure is impacted by monetary assets and liabilities denominated in U.S. dollars. Changes in sensitivity rates reflect various changes in the economy year-over-year. The following table provides a sensitivity analysis for a change in the primary currency exposure for the Company relating to monetary assets and liabilities denominated in U.S. dollars as of December 31, 2018. The analysis shows the impact that a change in the exchange rate at that date would have on the Company’s total comprehensive loss: Financial Statement Line Item Exposure Balance Effect on profit before tax if USD strengthens 5% Effect on profit before tax if USD weakens 5% ( euros in thousands ) Cash and cash equivalents 43,074 2,154 (2,154 ) Total investments 61,800 3,090 (3,090 ) Trade and other receivables 2,886 144 (144 ) Other assets 123 6 (6 ) Taxes and social security liabilities (88 ) (4 ) 4 Trade payables, other liabilities and accruals (4,795 ) (240 ) 240 103,000 5,150 (5,150 ) The closing exchange rate per the European Central Bank utilized above for converting the U.S. dollar to euro at December 31, 2018 was 0.8734. Exposure to interest rate risk The interest rate profile of the Company’s interest-bearing financial instruments is as follows: December 31, 2018 2017 ( euros in thousands ) Fixed-rate instruments Investments 61,800 41,103 Variable rate instruments Cash and cash equivalents 143,747 149,678 The weighted average remaining days to maturity for the Company’s investment portfolio is 135 days as of December 31, 2018. Due to the short remaining hold period for the Company’s investments and resulting limited impact of changes in interest rates on the Company, no sensitivity data is provided. Accounting Classifications and Fair Values The classifications of the Company’s financial assets and financial liabilities, all of which are not measure at fair value, are disclosed in the tables above. The fair value of the financial assets and financial liabilities not measured at fair value is not disclosed, as the carrying amount of the financial assets and financial liabilities is a reasonable approximation of the fair value. Accordingly, information on the fair value hierarchy is omitted. |
Board Compensation and Key Mana
Board Compensation and Key Management Personnel | 12 Months Ended |
Dec. 31, 2018 | |
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Board Compensation and Key Management Personnel | 19. Board Compensation and Key Management Personnel On May 29, 2017, the Company changed its governance structure from a two-tier one-tier non-executive one-tier non-executive to-day non-executive Prior to May 29, 2017, the Company’s Management Board was in charge of managing the Company and consisted of Ton Logtenberg, Chief Executive Officer (“CEO”) and Shelly Margetson, the former Chief Operating Officer (“COO”). Ms. Margetson resigned as a statutory director of the Company effective as of May 24, 2017 and ended her employment with the Company effective as of August 1, 2017. The Supervisory Board was responsible for the supervision of the Management Board and the general course of affairs of the Company. Subsequent to May 29, 2017, the members of the Supervisory Board are now non-executive In addition to Board of Directors, the Company employs certain key management personnel responsible for executing the day-to-day Executive Directors In 2018, 2017 and 2016, the following amounts were charged to the consolidated statement of profit or loss and comprehensive loss for the remuneration of the statutory directors: December 31, Name Gross salary Bonus Pension Option cost Total ( in euros ) Ton Logtenberg, President, CEO and Principal Financial Officer 2018 445,606 155,962 31,881 2,696,918 3,330,367 2017 432,782 337,945 51,528 4,675,590 5,497,845 2016 369,204 147,820 17,717 907,236 1,441,977 Shelley Margetson(*), Former COO 2018 — — — — — 2017 (**) 420,782 — 19,595 451,752 892,129 2016 198,987 84,000 6,152 164,547 453,686 (*) Resigned as a statutory director of the Company effective as of May 24, 2017. (**) Gross salary includes severance payments totaling €257,260. During the year ended December 31, 2018, Mr. Logtenberg was granted 129,000 share options. As of December 31, 2018, 2017 and 2016, Mr. Logtenberg held 758,925, 661,629 and 376,912 share options, respectively, with a weighted average exercise price of €17.07, €14.20, €2.98, respectively. As of December 31, 2018 and 2017, Mr. Logtenberg held 64,450 and 123,745 unvested RSUs, respectively. Upon Ms. Margetson’s separation date, she was entitled to an accelerated vesting of any unvested share options and RSUs held that would have vested during the 12-month Key Management Personnel The remainder of the key management personnel has received the following remuneration: Year ended December 31, Remuneration 2018 2017 2016 ( in euros ) Short-term employment benefits 2,705,438 2,808,998 1,139,763 Post-employment benefits 40,882 108,416 18,720 Other long-term benefits — — — Termination benefits — — — Share-based compensation 3,688,978 5,171,233 1,195,876 Total 6,435,298 8,088,647 2,354,359 Some of the key management personnel have long-term benefits in the form of life and long-term disability insurance policies, which have been affected in their name as well as severance conditions in case of termination without cause or leave for a good reason. A number of key management personnel, or their related parties, hold positions in other companies that result in them having control or significant influence over these companies. These companies did not enter into transactions with the Company during the year. On October 27, 2016, the Company appointed Andres Sirulnik as its CMO. A total 219,890 share options were granted to Dr. Sirulnik with an exercise price of €16.85 per share. On February 15, 2017, the Company appointed Peter Silverman as its Senior Vice President, Legal. A total 50,000 share options were granted to Mr. Silverman with an exercise price of €24.54 per share. On November 1, 2016, the Company appointed John Crowley as its CFO. A total of 183,241 share options were granted to Mr. Crowley with an exercise price of €15.24 per share. On January 2, 2019, Mr. Crowley resigned as the Executive Vice President and CFO. In connection with his departure, Mr. Crowley entered into a separation and release agreement with the Company, pursuant to which Mr. Crowley will be entitled to receive a severance payment equal to 6 months of his annual salary. Non-Executive In May 2016, the Company established the Supervisory Board Remuneration Program, which was subsequently replaced by the Non-Executive non-executive The following amounts were charged to the consolidated statement of profit or loss and comprehensive loss for the remuneration of the members of the Board: Year ended December 31, 2018 Year ended December 31, 2017 Year ended December 31, 2016 Name Cash compensation Option cost Total Cash compensation Option cost Total Cash compensation Option cost Total (in euros) (in euros) (in euros) Russell Greig 38,603 79,333 117,936 — — — — — — Mark Iwicki 55,066 68,666 123,732 59,840 120,596 180,436 50,394 183,367 233,761 Len Kanavy 32,859 152,485 185,344 — — — — — — Wolfgang Berthold 19,315 65,776 85,091 37,530 90,944 128,474 19,850 50,928 70,778 Lionel Carnot* 20,401 — 20,401 35,445 61,870 97,315 24,852 66,959 91,811 John de Koning 40,768 51,044 91,812 38,573 113,613 152,186 26,230 37,000 63,230 Anand Mehra 39,863 34,449 74,312 39,615 83,683 123,298 26,938 84,703 111,641 Gregory Perry 45,356 54,797 100,153 41,700 103,169 144,869 28,356 97,365 125,721 Total 292,231 506,550 798,781 252,703 573,875 826,578 176,620 520,322 696,942 (*) former board member As at December 31, members of the Board held the following number of options: December 31, 2018 December 31, 2017 December, 31 2016 Name Number Weighted average exercise price Number Weighted average exercise price Number Weighted average exercise price Russell Greig 9,966 € 19.97 — € — — € — Mark Iwicki 84,209 € 10.07 79,226 € 7.32 73,576 € 6.57 Len Kanavy 21,818 € 16.33 — € — — € — Wolfgang Berthold 36,540 € 15.22 24,040 € 8.90 26,724 € 3.02 Lionel Carnot* — € — 22,650 € 11.80 17,000 € 8.87 John de Koning 27,633 € 14.34 22,650 € 11.80 17,000 € 8.87 Anand Mehra 27,633 € 14.34 22,650 € 11.80 17,000 € 8.87 Gregory Perry 27,633 € 14.34 22,650 € 11.80 17,000 € 8.87 Gabriele Dallmann* — € — — € — 16,828 € 3.24 Total 235,432 € 11.52 193,866 € 9.61 185,128 € 7.21 (*) former board member |
Related party disclosures
Related party disclosures | 12 Months Ended |
Dec. 31, 2018 | |
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Related party disclosures | 20. Related party disclosures For the years ended December 31, 2018, 2017 and 2016, certain Key Management Personnel and other senior management received regular salaries, bonuses and contributions to post-employment schemes as well as non-cash non-cash On May 24, 2017, the Company entered into a settlement agreement with Shelley Margetson, the Company’s former Chief Operating Officer pursuant to which Ms. Margetson resigned as a statutory director of the Company effective as of May 24, 2017 and ended her employment with the Company effective as of August 1, 2017. As part of the terms of the settlement agreement, Ms. Margetson is entitled to a severance payment equal to 12 months of her annual base salary, 50% of which was paid in a lump sum in August 2017 and the remaining 50% is being paid in the form of salary continuation over the six-month 12-month On January 2, 2019, John Crowley resigned as the Executive Vice President and Chief Financial Officer of the “Company. In connection with his departure, Mr. Crowley entered into a Separation and Release Agreement with the Company, pursuant to which Mr. Crowley is entitled to receive a severance payment equal to 6 months of his annual salary. The transaction will be recorded in the Company’s consolidated financial statements during the three months ending March 31, 2019. As disclosed in Note 11 and Note 13, the Company entered into the Incyte collaboration and license agreement and the Incyte share subscription agreement in which the terms and transactional amounts incurred between Incyte and the Company are more fully described. As of March 31, 2019, the following shareholders currently hold a position in the Board of Directors and have filed a form 13-D • Coöperatief LSP IV U.A. • Sofinnova Venture Partners IX, L.P. Additionally, Ton Logtenberg, the Company’s President, CEO and Principal Financial Officer and Executive Director, is the sole the Director and owner of Biophrase BV (“Biophrase”). As of March 31, 2019, Biophrase is a less than 1% shareholder. There were no transactions between the Company and Biophrase BV in 2018. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
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Commitments and Contingencies | 21. Commitments and contingencies Lease Commitments The Company leases its corporate headquarters under an agreement, which expires in the fourth quarter of 2021. If the lease is not terminated by Merus N.V., it will be automatically renewed for a period of two years. The agreed rental price is €0.4 million per year. On May 1, 2018, the Company leased additional space to expand its corporate headquarters under a separate agreement. Under the terms of the new agreement, the term began on May 1, 2018 and expires in the fourth quarter of 2021. The agreed upon rental price is €0.6 million per year. For leases that contain fixed increases in the minimum annual lease payment during the original term of the lease, the Company recognizes rental expense on a straight-line basis over the lease term and records the difference between rent expense and the amount currently payable as deferred rent, as a component of other liabilities and accruals. For the years ended December 31, 2018, 2017 and 2016 the Company recognized €1.3 million, €0.6 million and €0.3 million, respectively, for rent and service charges related to the leased office space. In addition, the Company has provided deposits totaling €0.3 million and €0.1 million included in other assets as of December 31, 2018, and December 31, 2017, respectively. Future minimum lease payments under these leases as of December 31, 2018 are as follows: Less than one year 1,579 Between one and five years 3,106 More than five years — Total 4,685 The Company is contractually obligated to return leased space in good order, repair and condition excluding ordinary wear and tear upon termination of the lease agreement. The Company’s asset retirement obligations were not significant as of December 31, 2018 and 2017. The Company’s contractual obligations associated with non-real In March 2019, the Company entered in a lease agreement for approximately 7,583 square feet of office space in Cambridge, Massachusetts. Refer to Note 22 for further details. Commitments Related to the Collaboration and License Agreements Under the Incyte collaboration and license agreement, the Company and Incyte have agreed to collaborate with respect to the research, discovery and development of bispecific antibodies utilizing the Company’s proprietary bispecific technology platform. The collaboration encompasses up to 11 independent programs, including some of the Company’s current preclinical immuno-oncology discovery programs. For one of the current programs, concerning MCLA-145, MCLA-145, MCLA-145, MCLA-145 In addition, the Company has commitments to make potential future milestone payments to third parties under certain of its license arrangements. These milestones primarily relate to the initiation and results of clinical trials, obtaining regulatory approval in various jurisdictions and the future commercial success of development programs, the outcome and timing of which are difficult to predict and subject to significant uncertainty. In addition to the milestones discussed above, the Company is obligated to pay royalties on future sales, which are contingent on generating levels of sales of future products that have not been achieved and may never be achieved. Other Funding Commitments As of December 31, 2018, the Company had several ongoing clinical and nonclinical studies for its various pipeline programs. The Company enters into contracts in the normal course of business with contract research organizations and clinical sites for the conduct of clinical trials, professional consultants for expert advice and other vendors for clinical supply manufacturing or other services. These contracts are generally cancellable, with notice, at the Company’s option and do not have significant cancellation penalties. During 2018, the Company entered into certain contracts to purchase property, plant and equipment in 2019 for €0.6 million. Guarantees The Company indemnifies its officers and directors for certain events or occurrences while the officer or director is, or was, serving at the Company’s request in such capacity. The maximum potential amount of future payments the Company could be required to make is unlimited; however, the Company has directors’ and officers’ insurance coverage that is intended to limit its exposure and enable it to recover a portion of any future amounts paid. The Company enters into certain agreements with other parties in the ordinary course of business that contain indemnification provisions. These typically include agreements with directors and officers, business partners, contractors, landlords, clinical sites and customers. Under these provisions, the Company may indemnifies and holds harmless the indemnified party for losses suffered or incurred by the indemnified party as a result of the Company’s activities, such as gross negligence, willful misconduct or at times, other activities. These indemnification provisions may survive termination of the underlying agreements. The maximum potential amount of future payments the Company could be required to make under these indemnification provisions may be unlimited. However, to date the Company has not incurred material costs to defend lawsuits or settle claims related to these indemnification provisions. As a result, the estimated fair value of these obligations is minimal. Accordingly, the Company did not have any liabilities recorded for these obligations as of December 31, 2018 and 2017. Litigation On March 11, 2014, Regeneron Pharmaceuticals, Inc. (“Regeneron”) filed a complaint in the U.S. District Court for the Southern District of New York, alleging that the Company was infringing one or more claims in Regeneron’s U.S. Patent No. 8,502,018, entitled “Methods of Modifying Eukaryotic Cells.” In 2015, the trial court entered judgments finding that the Company does not infringe the claims of the Patent No. 8,502,018, that the patent is invalid, and that the patent was procured through inequitable conduct and is unenforceable. On July 27, 2017 the U.S. Court of Appeals for the Federal Circuit affirmed the trial court’s conclusion that Regeneron engaged in inequitable conduct before the U.S. Patent and Trademark Office while prosecuting the Patent No. 8,502,018 and affirmed that the Patent No. 8,502,018 is unenforceable. On December 26, 2017, the Federal Circuit denied Regeneron’s petition for rehearing and rehearing en banc seeking a review of that decision and on October 1, 2018, the Supreme Court of the U.S. denied Regeneron’s petition for certiorari, rendering the case finally resolved in the Company’s favor. On March 26, 2018, the trial court granted the Company’s motion for attorneys’ fees, expert fees, and costs associated with the Company’s defense of the above litigation, and ordered the parties to address the amount of the award. The Company provided a detailed explanation of its attorneys’ fees, expert fees, and costs of such award, which Regeneron responded to, seeking a reduction of the amount. The matter was fully briefed as of May 18, 2018, and the court issued an Order on June 25, 2018, which published on July 10, 2018, granting the Company’s motion for $8,332,453.46 in attorneys’ fees, $465,390.34 in expert fees, and $1,717,100.69 in litigation expenses and costs, along with pre- On March 11, 2014, Regeneron served a writ in the Netherlands alleging that the Company was infringing one or more claims in their European patent EP 1 360 287 B1. The Company had opposed that patent in June 2014. On September 17, 2014, Regeneron’s patent EP 1 360 287 B1 was revoked in its entirety by the European Opposition Division of the European Patent Office (the “EPO”). In Europe, an appeal hearing occurred in October and November 2015 at the Technical Board of Appeal for the EPO at which time the patent was reinstated to Regeneron with amended claims. On October 2, 2017, the Company filed an appeal with the Technical Board of Appeal for the EPO to address whether the patent having claims amended during the course of opposition complies with Art. 84 EPC, Art. 123(2) EPC and Rule 80 EPC. On May 25, 2018, at Regeneron’s request, a hearing before the Technical Board of Appeals for the EPO was scheduled for September 13, 2018, to address whether the description of EP 1 360 287 B1 patent having claims amended during the course of opposition complies with Art. 84 EPC, Art. 123(2) EPC and Rule 80 EPC. The Technical Board of Appeals provided preliminary views on the matter on August 23, 2018, after which the Company’s appeal filed on October 2, 2017 was withdrawn on September 5, 2018. The costs incurred in the above litigation and opposition were €1.4 million, €1.0 million and €1.5 million for the years ended December 31, 2018, 2017 and 2016, respectively. Regeneron also previously raised opposition proceedings against certain of the Company’s patents in jurisdictions including Europe, Japan and Australia. On December 20, 2018, the Company signed a global settlement and cross-license agreement with Regeneron, where the parties have agreed to end all pending litigation and opposition proceedings pertaining to the Company’s and Regeneron’s respective antibody generation technologies. Regeneron also purchased 600,000 of the Company’s common shares at a price of $25 per share for total aggregate proceeds of $15.0 million. The cross-license and stock purchase were made in conjunction with the agreement to withdraw Regeneron’s appeal of the fee award, and agreement to dismissal of all claims to approximately $10.5 million for the reimbursement of attorneys’ fees and other expenses, plus interest, awarded to Merus by the trial court. Under the terms of the settlement, Regeneron has withdrawn its appeal of the decision awarding attorneys’ fees to the Company as a result of the U.S. District Court litigation described above. In addition, Regeneron has dismissed its stayed case in the Netherlands asserting the EP 1 360 287 B1 patent, and both parties have withdrawn all pending oppositions as of December 20, 2018. On April 5, 2018, an unnamed third party and Regeneron filed notices of opposition against the Company’s EP 2604625 patent, entitled “Generation of Binding Molecules,” in the EPO. The notices asserted, as applicable, added subject matter, lack of novelty, lack of inventive step, and insufficiency. Regeneron will no longer be pursuing this opposition pursuant to December 20, 2018 settlement. On August 20, 2018, the Company timely responded to these submissions, with proceedings to be ongoing with respect to the unnamed third party. An opposition hearing is scheduled for June 2019. As this opposition proceeding continues, the Company cannot be certain that the Company will ultimately prevail. From time to time, the Company may be involved in various other claims and legal proceedings relating to claims arising out of the Company’s operations. The Company is not currently a party to any other material legal proceedings. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
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Subsequent Events | 22. Subsequent events On February 15, 2019, the Company entered in a lease agreement for approximately 7,583 square feet of office space in Cambridge, Massachusetts. The lease has a term of seven years and expires on April 1, 2026. The lease provides for escalating rent each year, with total cash payments of approximately $4.9 million, or €4.2 million, payable over the lease term. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Text block [abstract] | |
Basis of consolidation | Basis of consolidation (i) Subsidiaries Subsidiaries are entities controlled by the Company, consisting of Merus N.V.’s wholly owned subsidiary Merus US, Inc. The Company controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases. (ii) Loss of control When the Company loses control over a subsidiary, it derecognizes the assets and liabilities of the subsidiary, and any non-controlling (iii) Transactions eliminated on consolidation Intercompany balances and transactions, and any unrealized income and expenses arising from intercompany transactions, are eliminated in consolidation. Unrealized gains arising from transactions with equity-accounted investees are eliminated against the investment to the extent of the Company’s interest in the investee. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment. |
Foreign Currency Transactions | Foreign Currency Transactions Foreign currency transactions are translated using the exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at the exchange rate at the reporting date are generally recognized in the statement of profit or loss and comprehensive loss as a component of finance costs. The results and financial position of foreign operations that have a functional currency different from the presentation currency are translated into the presentation currency as follows: • assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet; • income and expenses for each statement of profit or loss and comprehensive income or loss are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the exchange rates at the dates of the transactions); and • all resulting exchange differences are recognized in other comprehensive income. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses (if any). Cost includes expenditures that are directly attributable to the acquisition of the items. Depreciation of property, plant and equipment is recognized in the consolidated statement of profit and loss and comprehensive loss on a straight-line basis over estimated useful lives of generally five years, taking residual value into account. If significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment. Subsequent expenditures are capitalized only when the expenditure will increase the future economic benefit of the asset. All other expenditures are expensed in the consolidated statement of profit or loss and comprehensive loss. Depreciation rates are based on the following estimated economic useful lives of the tangible fixed assets concerned: • Plant and equipment 5 years • Leasehold improvements Shorter of useful life or term of lease • Other fixed assets: 5 years |
Intangible Assets | Intangible Assets Intangible assets are identifiable non-monetary The useful lives of intangible assets are assessed to be finite and amortized over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. Amortization begins when the asset is available for use. Patents Patents acquired separately by the Company are reported at cost less accumulated amortization and accumulated impairment losses. Amortization is recognized in the consolidated statement of profit and loss and comprehensive loss on a straight-line basis over the shorter of the estimated economic or legal lives. The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimates being accounted for on a prospective basis. R&D The Company incurs R&D expenses related to its clinical trials and preclinical drug development programs. Development expenses are defined as expenses incurred to achieve technical and commercial feasibility. Expenditures on research activities are recognized as an expense in the period in which it is incurred. Development is capitalized if, and only if, all of the following have been demonstrated: • the technical feasibility of completing the intangible asset so that it will be available for use or sale; • the intention to complete the intangible asset and use or sell it; • the ability to use or sell the intangible asset; • how the intangible asset will generate probable future economic benefits; • the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and • the ability to measure reliably the expenditure. |
Financial Instruments | Financial Instruments The Company classifies non-derivative non-derivative Non-Derivative The Company initially recognizes receivables and investments at fair value on the date when they are originated. Subsequent to initial recognition, they are measured at amortized cost using the effective interest rate method. All other financial assets and financial liabilities are initially recognized on the trade date. The Company derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred, or it neither transfers nor retains substantially all of the risks and rewards of ownership and does not retain control over the transferred asset. Any interest in such derecognized financial assets that is created or retained by the Company is recognized as a separate asset or liability. The Company initially recognizes non-derivate The Company derecognizes a financial liability when its contractual obligations are settled or cancelled, or expire. Financial assets and financial liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Company has a legal right to offset the amounts and intends either to settle them on a net basis or to realize the asset and settle the liability simultaneously. Receivables These assets are initially recognized at fair value plus any directly attributable transaction costs, if any. Derivative Financial Assets and Liabilities Derivative financial instruments are initially recognized at fair value on the date on which a derivative contract is entered into and are subsequently remeasured at fair value with net changes in fair value presented as finance expenses (negative net changes in fair value) or finance income (positive net changes in fair value) in the consolidated statement of profit or loss and comprehensive loss. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative. Derivatives embedded in host contracts are accounted for as separate derivatives and recorded at fair value if their economic characteristics and risks are not closely related to those of the host contracts and the host contracts are not held for trading or designated at fair value through profit or loss. These embedded derivatives are measured at fair value with changes in fair value recognized in profit or loss. Reassessment only occurs if there is either a change in the terms of the contract that significantly modifies the cash flows that would otherwise be required or a reclassification of a financial asset out of the fair value through profit or loss category. |
Investments | Investments Investments are classified and accounted for at amortized cost and initially measured at fair value. Subsequent to initial recognition, they are measured at amortized cost using the effective interest rate method. Investments are classified as amortized cost as the Company has the positive intent and ability to hold them until maturity. Interest income from these securities is included in finance income. |
Cash and Cash Equivalents | Cash and Cash Equivalents For the purpose of presentation in the statement of cash flows as well as the statement of financial position, cash and cash equivalents include deposits held with financial institutions with original maturities of less than three months from the date of acquisition. Cash and cash equivalents include €49.1 million of investments with a three month or less maturity, callable on demand. The carrying values of cash equivalents approximate fair value due to their short-term maturities. |
Provisions | Provisions A provision is recognized if the following applies: • the company has a legal or constructive obligation, arising from a past event; • the amount can be estimated reliably; and • it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation. If all or part of the payments that are necessary to settle a provision are virtually certain to be fully or partially compensated by a third party upon settlement of the provision, then the compensation amount is presented separately as an asset. Provisions are determined by discounting the expected future cash flows at a pre-tax |
Impairment | Impairment Financial Assets Measured at Amortized Cost At each reporting date, the Company considers evidence of impairment for these assets at both an individual asset and a collective level. All individually significant assets are individually assessed for impairment. Those found not to be impaired are then collectively assessed for any impairment that has been incurred but not yet individually identified. Assets that are not individually significant are collectively assessed for impairment. Collective assessment is carried out by grouping together assets with similar risk characteristics. To assess impairment for its financial assets, the Company uses the general expected credit loss model over the next twelve months of the expected life of its financial assets. Under this model, the Company calculates the allowance for credit losses by considering on a discounted basis, the cash shortfalls it would incur in various default scenarios for prescribed future periods and multiplying the shortfalls by the probability of each scenario occurring. The allowance on the financial asset is the sum of these probability-weighted outcomes. For the Company’s investments, the Company applies the low credit risk simplification as it does not believe there to be any credit risk related to these assets given the credit quality ratings required by the Company’s investment policy. At every reporting date, the Company evaluates whether a particular debt instrument is considered to have low credit risk using all supportable information. Impairment losses are recognized in the consolidated statement of profit or loss and comprehensive loss and is the amount required to adjust the loss allowance at the reporting date to the amount that is required to be recognized based on the aforementioned policy. If the amount of impairment loss subsequently decreases and the decrease can be related objectively to an event occurring after the impairment was recognized, then the previously recognized impairment loss is reversed through profit or loss. Non-Financial At each reporting date, the Company reviews the carrying amounts of its non-financial For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or cash generating units (“CGU”). The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount. Impairment losses are recognized in profit or loss. They are allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized. |
Revenue Recognition | Revenue Recognition Effective January 1, 2018, the Company adopted IFRS 15, Revenue from Contracts with Customers The terms of the contracts within the scope of IFRS 15 may contain multiple promised goods and services, which often include license rights to certain of the Company’s product candidates and R&D activities. Payments under such agreements include: (i) upfront nonrefundable license fees; (ii) payments for R&D services performed by the Company, including reimbursement for certain external costs; (iii) payments based upon the achievement of certain development, regulatory and commercial milestones; and (iv) royalties on net product sales, if any. Under IFRS 15, the Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company recognizes revenue following the five-step model prescribed under IFRS 15: (i) identification of the contract(s) with the customer; (ii) identification of the performance obligations; (iii) determination of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations in the contract; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. In order to account for contracts with customers, the Company identifies the promised goods or services in the contract and evaluates whether such promised goods or services represent performance obligations. The Company accounts for those components as separate performance obligations when the following criteria are met: (i) the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer, and (ii) the Company’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract. This evaluation requires subjective determinations and requires the Company to make judgments about the promised goods and services and whether such goods and services are separable from the other aspects of the contractual relationship. In determining the performance obligations, the Company evaluates certain criteria, including whether the promised good or service is capable of being distinct and whether such good or service is distinct within the context of the contract, based on consideration of the relevant facts and circumstances for each arrangement. Factors considered in this determination include the research, manufacturing and commercialization capabilities of the partner; the availability of research and manufacturing expertise in the general marketplace; and the level of integration, interrelation, and interdependence among the promises to transfer goods or services. The transaction price is allocated among the performance obligations using the relative selling price method and the applicable revenue recognition criteria are applied to each of the separate performance obligations. At contract inception, the Company determines the standalone selling price for each performance obligation identified in the contract. If an observable price of the promised good or service sold separately is not readily available, the Company utilizes assumptions that require judgment to estimate the standalone selling price, which may include development timelines, probabilities of technical and regulatory success, reimbursement rates for personnel costs, forecasted revenues, potential limitations to the selling price of the product, expected technological life of the product and discount rates. Up-front If the license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenue allocated to the license when the license is transferred to the customer and the customer is able to use and benefit from the license. For licenses that are not distinct and bundled with other performance obligations, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from the combined performance obligation. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Milestones At the inception of each arrangement that includes pre-commercial catch-up Royalties For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and where the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of: (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). To date, the Company has not recognized any royalty revenue. R&D Cost Reimbursement R&D cost reimbursement revenue, which is typically related to reimbursements from customers for the Company’s performance of R&D services under the respective agreements, is recognized on the basis of labor hours valued at a contractually agreed rate. R&D cost reimbursement revenue also includes reimbursements for related out-of-pocket The Company typically acts as the principal under such arrangements and, therefore, records these reimbursements on a gross basis. The impact of the new revenue standard IFRS 15 was also assessed for the instances under the ONO research and license agreement (defined below) where the Company acts as an agent. The Company concluded that no control was obtained for these pass-through arrangements to reimburse costs under the ONO research and license agreement and as such the costs were netted in R&D instead of being recognised as expense. Costs of Obtaining a Contract with a Customer The Company capitalizes the incremental costs of obtaining a contract with a customer if it expects to recover those costs. To date, the Company has not capitalized any incremental costs for obtaining a contract. Government Grants The Company receives certain government and regional grants, which support its research efforts in defined projects, and include contributions towards the R&D cost. When there is reasonable assurance that the Company will comply with the conditions attached to a received grant, and when there is reasonable assurance that the grant will be received, government grants are recognized as revenue on a gross basis in the consolidated statement of profit or loss and comprehensive loss on a systematic basis over the periods in which the Company recognizes expenses for the related costs for which the grants are intended to compensate. In the case of grants related to assets, the received grant will be deducted from the carrying amount of the asset. WBSO The WBSO ( afdrachtvermindering speur- en ontwikkelingswerk |
Employee Benefits | Employee Benefits Short-term Employee Benefits Short-term employee benefits are expensed as the related service is provided. A liability is recognized for the amount expected to be paid if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably. Share-Based Payment Transactions The grant-date fair value of equity-settled share-based payment awards granted to employees including grants of employee options, restricted share units, and modifications to existing instruments, is recognized as an expense, net of an estimated forfeiture rate, with a corresponding increase in equity (accumulated loss), over the vesting period of the awards. Service conditions and non-market non-market non-market non-vesting true-up Post-Employment Benefit Plans The Company contributes to a post-employment benefit plan that entitles executive officers and other staff members to retire at the age of 67 and receive annual payments based upon the average salary earned during the service period. The Company has insured the liabilities from the post-employment benefit plan with an insurance company and has no other obligation than to pay the annual insurance premiums to the insurance company. The annual pension payments are conditional; the Company will have no further obligation (legal or constructive) to pay further amounts if the insurance fund has insufficient assets to pay all employee benefits relating to current and prior service. Based on its characteristics, the Company’s post-employment benefit plan is classified as a defined contribution plan. Obligations for contributions to defined contribution plans are expensed as the related service is provided. Prepaid contributions are recognized as an asset. |
Leases | Leases Determining whether an Arrangement Contains a Lease At inception of an arrangement, the Company determines whether such an arrangement is or contains a lease. At inception or on reassessment of the arrangement, the Company separates payments and other consideration required by such an arrangement into those for the lease and those for other elements on the basis of their relative fair values. If the Company concludes for a finance lease that it is impracticable to separate the payments reliably, then an asset and a liability are recognized at an amount equal to the fair value of the underlying asset. Subsequently, the liability is reduced as payments are made and an imputed finance cost on the liability is recognized using the Company’s incremental borrowing rate. Leased Assets Assets held by the Company under leases that transfer to the Company substantially all of the risks and rewards of ownership are classified as finance leases. The leased assets are measured initially at an amount equal to the lower of their fair value and the present value of the minimum lease payments. Subsequent to initial recognition, the assets are accounted for in accordance with the accounting policy applicable to that asset. Assets held under other leases are classified as operating leases and are not recognized in the Company’s statement of financial position. Lease Payments Payments made under operating leases are recognized in the consolidated statement of profit or loss and comprehensive loss on a straight-line basis over the term of the lease. Lease incentives received are recognized as an integral part of the total lease expense, over the term of the lease. Minimum lease payments made under finance leases are apportioned between the finance expense and the reduction of the outstanding liability. The finance expense is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability. |
Finance Income and Finance Expenses | Finance Income and Finance Expenses The Company’s finance income and finance expenses include: • interest and related income; • interest expense and changes in fair value of the forward contract (derivative); • financing costs; and • the foreign currency gain or loss on financial assets and financial liabilities. Interest income or expense is recognized using the effective interest method. |
Income Tax | Income Tax Income tax expense comprises current and deferred tax. It is recognized in the consolidated statement of profit or loss and comprehensive loss except to the extent that it relates to a business combination, or items recognized directly in equity or in other comprehensive income or loss. Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to tax payable or receivable in respect of previous years. It is measured using tax rates enacted or substantively enacted at the reporting date. Current tax also includes any tax arising from dividends. Current tax assets and liabilities are offset only if certain criteria are met. Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for: • temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss; • temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and • taxable temporary differences arising on the initial recognition of goodwill. Deferred tax assets are recognized for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized; such reductions are reversed when the probability of future taxable profits improves. Unrecognized deferred tax assets are reassessed at each reporting date and recognized to the extent that it has become probable that future taxable profits will be available against which they can be utilized. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date. The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Company expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. Deferred tax assets and liabilities are offset only if certain criteria are met. |
Recently Issued or Adopted In_2
Recently Issued or Adopted International Financial Reporting Standards (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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Condensed Consolidated Statements of Financial Information | The following financial statement line items have been shown to reflect the adjustments recognized for each individual line item in the Company’s respective consolidated financial statements for the period noted: Consolidated Statement of Profit or Loss and Comprehensive Loss Year ended December 31, 2017 IFRS 15 Year ended December 31, 2017 ( euros in thousands ) Revenue 13,600 8,315 21,915 Operating result (43,617 ) 8,315 (35,302 ) Total comprehensive loss for the period (73,000 ) 8,315 (64,685 ) Loss per share—basic and diluted (3.80 ) 0.43 (3.37 ) Year ended December 31, 2016 IFRS 15 Year ended December 31, 2016 ( euros in thousands ) Revenue 2,719 (209 ) 2,510 Operating result (27,672 ) (209 ) (27,881 ) Total comprehensive loss for the period (47,220 ) (209 ) (47,429 ) Loss per share—basic and diluted (3.57 ) (0.01 ) (3.58 ) Consolidated Statement of Financial Position December 31, 2017 IFRS 15 December 31, 2017 ( euros in thousands ) Accumulated loss (167,480 ) 8,705 (158,775 ) Deferred revenue, non-current 130,195 (17,644 ) 112,551 Deferred revenue 6,996 8,939 15,935 December 31, 2016 IFRS 15 December 31, 2016 ( euros in thousands ) Accumulated loss (107,295 ) 390 (106,905 ) Deferred revenue, non-current 30,206 (2,272 ) 27,934 Deferred revenue 1,610 1,882 3,492 Consolidated Statement of Cash Flows December 31, 2017 IFRS 15 December 31, 2017 ( euros in thousands ) Result after taxation (73,089 ) 8,315 (64,774 ) Changes in working capital: Deferred revenue (6,618 ) (8,315 ) (14,933 ) December 31, 2016 IFRS 15 December 31, 2016 ( euros in thousands ) Result after taxation (47,228 ) (209 ) (47,437 ) Changes in working capital: Deferred revenue (223 ) 209 (14 ) |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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Schedule of Changes in Property, Plant and Equipment | Movements in property, plant and equipment, net were as follows: Plant and equipment Other fixed assets Total ( euros in thousands ) Balance as at January 1, 2017 Costs 649 1,386 2,035 Accumulated depreciation (221 ) (1,166 ) (1,387 ) Book value 428 220 648 Changes in book value Additions 663 113 776 Depreciation (186 ) (70 ) (256 ) Disposals (Cost) (51 ) (1,086 ) (1,137 ) Disposals (Accumulated depreciation) 51 1,086 1,137 Balance 477 43 520 Balance as at December 31, 2017 Costs 1,261 413 1,674 Accumulated depreciation (356 ) (150 ) (506 ) Book value 905 263 1,168 Changes in book value Additions 1,498 300 1,798 Depreciation (448 ) (98 ) (546 ) Disposals (Cost) — — — Disposals (Accumulated depreciation) — — — Balance 1,050 202 1,252 Balance as at December 31, 2018 Costs 2,759 713 3,472 Accumulated depreciation (804 ) (248 ) (1,052 ) Book value 1,955 465 2,420 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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Summary of Movements of Intellectual Property Right | The intangible assets, net are related to acquired intellectual property rights were as follows: 2018 2017 (euros in thousands) Balance as at January 1 Historical cost 860 860 Accumulated amortization (548 ) (486 ) Book value 312 374 Additions 2,225 — Amortization for the year (92 ) (62 ) Book value as at December 31 2,445 312 Balance as at December 31 Historical cost 3,085 860 Accumulated amortization (640 ) (548 ) Book value 2,445 312 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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Summary of Investments | Investments as of December 31, 2018 and 2017 consisted of the following: December 31, 2018 2017 (euros in thousands) Commercial paper 22,208 15,527 U.S. Treasury securities 6,733 9,177 Corporate fixed income bonds 14,185 7,886 Agency bonds 1,729 1,453 Current investments 44,855 34,043 Corporate fixed income bonds 16,945 7,060 Non-current 16,945 7,060 Total investments 61,800 41,103 |
Trade and Other Receivables (Ta
Trade and Other Receivables (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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Summary of Trade and Other Receivables Due Within 1 Year | All trade and other receivables are short-term and due within 1 year. December 31 2018 2017 (euros in thousands) Trade receivables 2,690 1,594 Unbilled receivables 236 710 VAT receivable 891 582 Prepaid expenses 2,783 427 Prepaid pension costs — 838 Interest receivable 213 170 Other receivables 219 92 7,032 4,413 |
Other Liabilities and Accruals
Other Liabilities and Accruals (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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Summary of Short-term and Payable Within 1 Year | All amounts are short-term and payable within 1 year. December 31 2018 2017 (euros in thousands) Audit fees 167 96 Personnel-related 560 446 Accrued bonus 1,523 1,545 R&D costs 4,409 5,272 IP legal fees 212 509 Subsidy advance received 42 224 Other accruals 1,051 535 7,964 8,627 |
Deferred Revenue (Tables)
Deferred Revenue (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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Summary of Deferred Revenue | Deferred revenue consisted of the following: December 31 2018 2017 (euros in thousands) Deferred revenue—current portion 16,934 15,935 Deferred revenue 97,675 112,551 114,609 128,486 * See Note 4 for details regarding the restatement as a result of a change in accounting policy. |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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Summary of Reconciliation of Common Shares Outstanding | The following is a tabular reconciliation of common shares outstanding for the years ended December 31, 2018 and 2017, respectively. Year ended December 31, 2018 2017 Common Shares outstanding at January 1, 19,429,848 16,085,851 Issued for cash 3,699,997 3,200,000 Exercise of common share options 135,888 136,666 Vesting of RSUs 93,244 7,331 Common shares outstanding at December 31, 23,358,977 19,429,848 |
Summary of Inputs Used in the Measurement of the Fair Values and the Related Fair Values at the Grant Dates | The inputs used in the measurement of the fair values and the related fair values at the grant dates for the options granted during the respective years were as follows: Year ended December 31, 2018 2017 2016 Key Management Personnel All Other Employees Key Management Personnel All Other Employees Key Management Personnel All Other Employees Fair value €6.82 – €12.27 €7.74 – €13.32 €9.04 – €16.10 €8.94 – €18.02 €9.97 – €11.03 €5.74 – €5.79 Share price €13.01 – €19.90 €12.29 – €21.02 €17.08 – €24.54 €13.71 – €27.47 €15.24 – €16.85 €8.46 – €8.87 Exercise price €13.01 – €19.90 €12.29 – €21.02 €17.08 – €24.54 €13.71 – €27.47 €15.24 – €16.85 €8.46 – €8.87 Expected volatility (weighted-average) 94.71% 92.16% 95.05% 94.88% 95.30% 97.15% Expected life 10 years 10 years 10 years 10 years 10 years 8 – 10 years Expected dividends 0% 0% 0% 0% 0% 0% Risk-free interest rate 2.79% – 3.20% 2.83% – 3.10% 2.29% – 2.51% 2.24% – 2.62% 1.84% – 1.86% 0.10% – 1.87% |
Summary of Reconciliation of Outstanding Share Options | The number of share options and the weighted average exercise prices of share options granted were as follows for the respective years: 2018 2017 2016 Weighted average exercise price Number of options Weighted average exercise price Number of options Weighted average exercise price Number of options (€) (€) (€) Outstanding at January 1 13.99 2,213,985 8.69 1,394,844 5.35 953,689 Forfeited during the year 14.48 (38,874 ) 17.27 (58,164 ) 6.07 (31,351 ) Expired during the year 11.00 (31,629 ) 8.67 (762 ) 11.95 (5,454 ) Exercised during the year 6.80 (135,888 ) 2.24 (136,666 ) 1.93 (18,283 ) Granted during the year 14.96 625,445 19.88 1,014,733 14.74 496,243 Outstanding at December 31 14.62 2,633,039 13.99 2,213,985 8.69 1,394,844 Exercisable at December 31 1,275,669 687,070 418,453 |
Summary of Number of Share Options Outstanding | The number of share options outstanding, by group of employees, was as follows: December 31, Group of employees entitled 2018 2017 2016 Key management personnel 2,148,744 1,777,437 1,302,417 All other employees 484,295 436,548 92,427 2,633,039 2,213,985 1,394,844 |
Summary of Reconciliation of RSU's | During 2017, the Company granted RSUs to Key Management Personnel. The following table summarizes the Company’s RSU’s activity: Year ended December 31, 2018 2017 Weighted average grant date Number Weighted Number Unvested at January 1 € 20.03 194,546 € — — Forfeited during the year — — € 20.03 (12,219 ) Expired during the year — — — — Vested during the year € 20.03 (93,244 ) € 20.03 (7,331 ) Granted during the year — — € 20.03 214,096 Unvested at December 31 € 20.03 101,302 € 20.03 194,546 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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Summary of Revenue | The Company’s revenues are generated entirely in the Netherlands. In the following table, revenue is disaggregated by primary source of revenue as follows: Year ended December 31, 2018 2017 2016 (euros in thousands) Upfront payment amortization 17,686 14,933 14 R&D cost reimbursement and milestone 13,566 5,787 1,109 Revenue from contracts with customers 31,252 20,720 1,123 Income from grants on research projects 196 1,195 1,387 31,448 21,915 2,510 * See Note 4 for details regarding the restatement as a result of a change in accounting policy. |
Summary of Changes in Tarde Receivables, Contract Assets and Contract Liabilities | The following table presents changes in the Company’s trade receivables, contract assets and contract liabilities during the year ended December 31, 2018: December 31, Additions Deductions December 31, ( euros in thousands ) Trade receivables Trade receivables 1,594 19,951 (18,855 ) 2,690 Total trade receivables 1,594 19,951 (18,855 ) 2,690 Contract assets Unbilled receivables 710 1,045 (1,519 ) 236 Total contract assets 710 1,045 (1,519 ) 236 Contract liabilities Deferred revenue 128,486 4,137 (18,014 ) 114,609 Total contract liabilities 128,486 4,137 (18,014 ) 114,609 The following table presents changes in the Company’s trade receivables, contract assets and contract liabilities during the year ended December 31, 2017: December 31, Additions Deductions December 31, ( euros in thousands ) Trade receivables Trade receivables 205 122,781 (121,392 ) 1,594 Total trade receivables 205 122,781 (121,392 ) 1,594 Contract assets Unbilled receivables — 121,240 (120,530 ) 710 Total contract assets — 121,240 (120,530 ) 710 Contract liabilities Deferred revenue 31,426 111,993 (14,933 ) 128,486 Total contract liabilities 31,426 111,993 (14,933 ) 128,486 |
Total Operating Expenses (Table
Total Operating Expenses (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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Summary of Total Operating Expenses | The following table presents a breakdown of operating expenses: Year ended December 31, 2018 2017 2016 ( euros in thousands ) Manufacturing costs 18,914 13,567 3,162 IP and license costs 1,852 1,858 1,167 Personnel related R&D 7,036 6,673 3,285 Other R&D costs 18,938 12,027 10,810 Total R&D costs 46,740 34,125 18,424 Management and administration costs 10,395 13,697 4,258 Litigation costs 1,425 1,039 1,490 Other operating expenses 11,735 8,356 6,219 Total other expenses 13,160 9,395 7,709 Total operating expenses 70,295 57,217 30,391 |
Breakdown of Other Research and Development Costs | The following table presents a breakdown of other R&D costs: Year ended December 31, 2018 2017 2016 ( euros in thousands ) Discovery and preclinical costs 5,506 2,473 5,185 Clinical costs 9,169 5,919 3,409 Other R&D costs 4,263 3,635 2,216 Total other R&D costs 18,938 12,027 10,810 |
Operating Expenses by Nature | Operating expenses presented by nature are outlined below: Year ended December 31, 2018 2017 2016 ( euros in thousands ) Contract manufacturing 18,914 13,567 3,162 Other external and outsourced costs 32,459 22,333 18,885 Employee costs and related benefits 18,284 20,999 8,110 Depreciation and amortization 638 318 234 Total operating expenses 70,295 57,217 30,391 |
Employee Benefits (Tables)
Employee Benefits (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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Disclosure of Detailed Information About Employee Benefits | Details of the employee benefits are as follows: Year ended December 31, 2018 2017 2016 ( euros in thousands ) Salaries and wages 10,783 9,556 5,166 WBSO subsidy (4,257 ) (3,523 ) (1,721 ) Social security premiums 919 621 382 Health insurance 330 222 27 Pension costs 749 652 507 Share-based compensation 7,925 12,815 3,307 Other personnel expense 1,835 656 442 Total employee benefits expense 18,284 20,999 8,110 |
Schedule of Share-based Compensation Expenses Recognized as Employee Benefit Expenses | Share-based compensation expense recognized as employee benefit expenses during the years ended December 31, 2018, 2017 and 2016 was as follows: Year ended December 31, 2018 2017 2016 (euros in thousands) R&D costs 2,710 3,245 703 Management and administration costs 4,742 8,942 2,037 Other expenses 473 628 567 7,925 12,815 3,307 |
Other Income (Expense) (Tables)
Other Income (Expense) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Text block [abstract] | |
Summary of Other Income (Expense) | The following table presents a breakdown of other income (expense): Year ended December 31, 2018 2017 2016 ( euros in thousands ) Finance income Interest income and similar related income 1,809 1,112 88 Net gain on foreign exchange 6,034 — — 7,843 1,112 88 Other income 7,095 — — Finance costs Interest and other expenses (4 ) (190 ) — Net loss on foreign exchange — (19,449 ) (409 ) Derivative financial instrument expense — (10,696 ) (19,235 ) (4 ) (30,335 ) (19,644 ) Total other income (expense) 14,934 (29,223 ) (19,556 ) |
Loss per share (Tables)
Loss per share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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Summary of Basic and Diluted Loss per Share | Basic and diluted net loss per share attributable to equity holders of the Company was calculated as follows: Year ended December 31, 2018 2017 2016 (e uros in thousands, except per share data ) Numerator: Net loss attributable to equity holders of the Company (24,235 ) (64,685 ) (47,429 ) Denominator: Weighted average shares outstanding—basic and diluted 22,286,720 19,196,440 13,236,649 Loss per share—basic and diluted (1.09 ) (3.37 ) (3.58 ) * See Note 4 for details regarding the restatement as a result of a change in accounting policy |
Financial Instruments (Tables)
Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Text block [abstract] | |
Summary of Carrying Amount of Financial Assets Represents the Maximum Credit Exposure | The carrying amount of financial assets represents the maximum credit exposure. December 31, 2018 2017 ( euros in thousands ) Trade and unbilled receivables 2,926 2,283 Investments 61,800 41,103 Cash and cash equivalents 143,747 149,678 208,473 193,064 |
Summary of Aging of Trade and Unbilled Receivables | The aging of trade and unbilled receivables was as follows: December 31, 2018 2017 ( euros in thousands ) Neither past due nor impaired 2,926 2,283 Past due — — 2,926 2,283 |
Summary of Contractual Maturities of Financial Liabilities | The following are the remaining contractual maturities of financial liabilities as at December 31, 2018 and 2017. The amounts are gross and undiscounted. December 31, 2018 Carrying amount Total < 12 months 1 - 2 years 2 - 5 years > 5 years ( euros in thousands ) Trade payables 3,819 3,819 3,819 — — — Other liabilities and accruals 7,964 7,964 7,964 — — — 11,783 11,783 11,783 — — — December 31, 2017 Carrying amount Total < 12 months 1 - 2 years 2 - 5 years > 5 years ( euros in thousands ) Trade payables 2,855 2,855 2,855 — — — Other liabilities and accruals 6,176 6,176 6,176 — — — 9,031 9,031 9,031 — — — |
Summary of Sensitivity Analysis for Change in Primary Currency Exposures | The following table provides a sensitivity analysis for a change in the primary currency exposure for the Company relating to monetary assets and liabilities denominated in U.S. dollars as of December 31, 2018. The analysis shows the impact that a change in the exchange rate at that date would have on the Company’s total comprehensive loss: Financial Statement Line Item Exposure Balance Effect on profit before tax if USD strengthens 5% Effect on profit before tax if USD weakens 5% ( euros in thousands ) Cash and cash equivalents 43,074 2,154 (2,154 ) Total investments 61,800 3,090 (3,090 ) Trade and other receivables 2,886 144 (144 ) Other assets 123 6 (6 ) Taxes and social security liabilities (88 ) (4 ) 4 Trade payables, other liabilities and accruals (4,795 ) (240 ) 240 103,000 5,150 (5,150 ) |
Summary of Interest Rate Profile of the Company's Interest-bearing Financial Instruments | The interest rate profile of the Company’s interest-bearing financial instruments is as follows: December 31, 2018 2017 ( euros in thousands ) Fixed-rate instruments Investments 61,800 41,103 Variable rate instruments Cash and cash equivalents 143,747 149,678 |
Board Compensation and Key Ma_2
Board Compensation and Key Management Personnel (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Text block [abstract] | |
Summary of Profit and Loss Statement for the Remuneration of the Statutory Directors | In 2018, 2017 and 2016, the following amounts were charged to the consolidated statement of profit or loss and comprehensive loss for the remuneration of the statutory directors: December 31, Name Gross salary Bonus Pension Option cost Total ( in euros ) Ton Logtenberg, President, CEO and Principal Financial Officer 2018 445,606 155,962 31,881 2,696,918 3,330,367 2017 432,782 337,945 51,528 4,675,590 5,497,845 2016 369,204 147,820 17,717 907,236 1,441,977 Shelley Margetson(*), Former COO 2018 — — — — — 2017 (**) 420,782 — 19,595 451,752 892,129 2016 198,987 84,000 6,152 164,547 453,686 (*) Resigned as a statutory director of the Company effective as of May 24, 2017. (**) Gross salary includes severance payments totaling €257,260. |
Summary of the Remuneration Received for Key Management Personnel | The remainder of the key management personnel has received the following remuneration: Year ended December 31, Remuneration 2018 2017 2016 ( in euros ) Short-term employment benefits 2,705,438 2,808,998 1,139,763 Post-employment benefits 40,882 108,416 18,720 Other long-term benefits — — — Termination benefits — — — Share-based compensation 3,688,978 5,171,233 1,195,876 Total 6,435,298 8,088,647 2,354,359 |
Summary of Statement of Profit and Loss for the Remuneration of the(Former) Members of the Supervisory Board | The following amounts were charged to the consolidated statement of profit or loss and comprehensive loss for the remuneration of the members of the Board: Year ended December 31, 2018 Year ended December 31, 2017 Year ended December 31, 2016 Name Cash compensation Option cost Total Cash compensation Option cost Total Cash compensation Option cost Total (in euros) (in euros) (in euros) Russell Greig 38,603 79,333 117,936 — — — — — — Mark Iwicki 55,066 68,666 123,732 59,840 120,596 180,436 50,394 183,367 233,761 Len Kanavy 32,859 152,485 185,344 — — — — — — Wolfgang Berthold 19,315 65,776 85,091 37,530 90,944 128,474 19,850 50,928 70,778 Lionel Carnot* 20,401 — 20,401 35,445 61,870 97,315 24,852 66,959 91,811 John de Koning 40,768 51,044 91,812 38,573 113,613 152,186 26,230 37,000 63,230 Anand Mehra 39,863 34,449 74,312 39,615 83,683 123,298 26,938 84,703 111,641 Gregory Perry 45,356 54,797 100,153 41,700 103,169 144,869 28,356 97,365 125,721 Total 292,231 506,550 798,781 252,703 573,875 826,578 176,620 520,322 696,942 (*) former board member |
Summary of Average Exercise Price Per Share Held by the Members of the Supervisory Board | As at December 31, members of the Board held the following number of options: December 31, 2018 December 31, 2017 December, 31 2016 Name Number Weighted average exercise price Number Weighted average exercise price Number Weighted average exercise price Russell Greig 9,966 € 19.97 — € — — € — Mark Iwicki 84,209 € 10.07 79,226 € 7.32 73,576 € 6.57 Len Kanavy 21,818 € 16.33 — € — — € — Wolfgang Berthold 36,540 € 15.22 24,040 € 8.90 26,724 € 3.02 Lionel Carnot* — € — 22,650 € 11.80 17,000 € 8.87 John de Koning 27,633 € 14.34 22,650 € 11.80 17,000 € 8.87 Anand Mehra 27,633 € 14.34 22,650 € 11.80 17,000 € 8.87 Gregory Perry 27,633 € 14.34 22,650 € 11.80 17,000 € 8.87 Gabriele Dallmann* — € — — € — 16,828 € 3.24 Total 235,432 € 11.52 193,866 € 9.61 185,128 € 7.21 (*) former board member |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Text block [abstract] | |
Schedule of Future Minimum Lease Payments Under Lease | Future minimum lease payments under these leases as of December 31, 2018 are as follows: Less than one year 1,579 Between one and five years 3,106 More than five years — Total 4,685 |
General Information - Additiona
General Information - Additional Information (Detail) € / shares in Units, $ / shares in Units, € in Thousands, $ in Millions | Feb. 15, 2018EUR (€) | Feb. 15, 2018USD ($) | Feb. 13, 2018$ / shares€ / sharesshares | Jan. 23, 2017EUR (€) | Jan. 23, 2017USD ($)$ / sharesshares | May 26, 2016USD ($)$ / sharesshares | May 06, 2016 | Jan. 31, 2017USD ($) | Dec. 31, 2018EUR (€)$ / sharesshares | Dec. 31, 2018EUR (€)shares | Dec. 31, 2017EUR (€) | Dec. 31, 2016EUR (€) | [1] | Jun. 01, 2017USD ($)shares | May 24, 2016shares | Dec. 31, 2015EUR (€) | [1] | |
Disclosure of general information [line items] | ||||||||||||||||||
Accumulated loss | € | € 175,100 | € 175,100 | ||||||||||||||||
Cash and cash equivalents | € | 143,747 | 143,747 | € 149,678 | [1] | € 56,917 | € 32,851 | ||||||||||||
Investments | € | € 61,800 | 61,800 | 41,103 | |||||||||||||||
Reverse share split | 0.5556 | |||||||||||||||||
Aggregate purchase price | € | € 50,713 | € 74,738 | [1] | € 50,547 | ||||||||||||||
Initial public offering [member] | ||||||||||||||||||
Disclosure of general information [line items] | ||||||||||||||||||
Common shares issued | 5,500,000 | |||||||||||||||||
Issue price per share | $ / shares | $ 10 | |||||||||||||||||
Aggregate purchase price | $ | $ 53.3 | |||||||||||||||||
Over allotment option [member] | ||||||||||||||||||
Disclosure of general information [line items] | ||||||||||||||||||
Common shares issued | 639,926 | |||||||||||||||||
Investors [member] | ||||||||||||||||||
Disclosure of general information [line items] | ||||||||||||||||||
Issue price per share | € / shares | € 0.09 | |||||||||||||||||
Aggregate purchase price | € 44,800 | $ 55.8 | ||||||||||||||||
Common shares issued | 3,099,997 | |||||||||||||||||
Purchase price | $ / shares | € 18 | |||||||||||||||||
Incyte Corporation [member] | ||||||||||||||||||
Disclosure of general information [line items] | ||||||||||||||||||
Common shares issued | 3,200,000 | 3,200,000 | 3,200,000 | 3,200,000 | ||||||||||||||
Issue price per share | $ / shares | $ 25 | |||||||||||||||||
Aggregate purchase price | € 74,700 | $ 80 | $ 80 | |||||||||||||||
Securities registered | $ | $ 250 | |||||||||||||||||
Purchase price | $ / shares | € 25 | |||||||||||||||||
Cowen and Company LLC [member] | ||||||||||||||||||
Disclosure of general information [line items] | ||||||||||||||||||
Common shares issuable | 50,000,000 | |||||||||||||||||
Aggregate compensation payable, percent | 3.00% | |||||||||||||||||
[1] | See Note 4 for details regarding the restatement as a result of a change in accounting policy. |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Detail) € in Thousands | 12 Months Ended | |||
Dec. 31, 2018EUR (€)Segment | Dec. 31, 2017EUR (€) | Dec. 31, 2016EUR (€) | ||
Disclosure of significant accounting policies [line items] | ||||
Number of reportable segment | Segment | 1 | |||
Income tax expenses | € 356 | € 249 | [1] | |
United States [member] | ||||
Disclosure of significant accounting policies [line items] | ||||
Income tax expenses | € 400 | € 200 | € 0 | |
[1] | See Note 4 for details regarding the restatement as a result of a change in accounting policy. |
Significant Accounting Polici_3
Significant Accounting Policies - Additional Information (Detail) € in Millions | 12 Months Ended |
Dec. 31, 2018EUR (€)yr | |
Disclosure of significant accounting policies [line items] | |
Estimated useful lives | Five years |
Cash and cash equivalents, maximum original maturities | 3 months |
Short-term investments | € | € 49.1 |
Retirement age | yr | 67 |
Plant and equipment [member] | |
Disclosure of significant accounting policies [line items] | |
Estimated useful lives | 5 years |
Other fixed assets [member] | |
Disclosure of significant accounting policies [line items] | |
Estimated useful lives | 5 years |
Leasehold improvements [member] | |
Disclosure of significant accounting policies [line items] | |
Estimated useful lives | Shorter of useful life or term of lease |
Recently Issued International F
Recently Issued International Financial Reporting Standards - Additional Information (Detail) - EUR (€) € in Millions | Apr. 08, 2014 | Dec. 31, 2018 | Dec. 31, 2017 |
Adoption Of IFRS 16 [member] | |||
Disclosure of changes in accounting estimates [line items] | |||
Lease liability | € 3 | ||
Right-of-use asset | € 3 | ||
Increase (decrease) due to application of IFRS 15 [member] | |||
Disclosure of changes in accounting estimates [line items] | |||
Decrease in Deferred revenue | € 8.7 | ||
Incyte collaboration agreement [member] | |||
Disclosure of changes in accounting estimates [line items] | |||
Estimated contractual term | 21 years | ||
ONO Research and License Agreement [member] | |||
Disclosure of changes in accounting estimates [line items] | |||
Estimated contractual term | 4 years 6 months | ||
Incyte proprietary technology [member] | |||
Disclosure of changes in accounting estimates [line items] | |||
Estimated contractual term | 9 years |
Recently Issued International_2
Recently Issued International Financial Reporting Standards - Consolidated Statements of Profit or Loss and Comprehensive Loss (Detail) - EUR (€) € / shares in Units, € in Thousands | 12 Months Ended | |||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||||
Condensed Income Statements, Captions [Line Items] | ||||||
Revenue | € 31,448 | € 21,915 | [1] | € 2,510 | [1] | |
Operating result | (38,847) | (35,302) | [1] | (27,881) | [1] | |
Total comprehensive loss for the period | € (24,235) | € (64,685) | [1] | € (47,429) | [1] | |
Loss per share-basic and diluted | [2] | € (1.09) | € (3.37) | [1] | € (3.58) | [1] |
Previously stated [member] | ||||||
Condensed Income Statements, Captions [Line Items] | ||||||
Revenue | € 13,600 | € 2,719 | ||||
Operating result | (43,617) | (27,672) | ||||
Total comprehensive loss for the period | € (73,000) | € (47,220) | ||||
Loss per share-basic and diluted | € (3.80) | € (3.57) | ||||
Increase (decrease) due to application of IFRS 15 [member] | ||||||
Condensed Income Statements, Captions [Line Items] | ||||||
Revenue | € 8,315 | € (209) | ||||
Operating result | 8,315 | (209) | ||||
Total comprehensive loss for the period | € 8,315 | € (209) | ||||
Loss per share-basic and diluted | € 0.43 | € (0.01) | ||||
[1] | See Note 4 for details regarding the restatement as a result of a change in accounting policy. | |||||
[2] | For the periods included in these financial statements, share options and restricted stock units were excluded from the diluted loss per share calculation as the Company was in a loss position in each period presented above. As a result, basic and diluted loss per share are equal. |
Recently Issued International_3
Recently Issued International Financial Reporting Standards - Consolidated Statements of Financial Positions (Detail) - EUR (€) € in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Condensed Balance Sheet Statements, Captions [Line Items] | ||||
Accumulated loss | € (175,085) | € (158,775) | [1] | € (106,905) |
Deferred revenue, non-current | 97,675 | 112,551 | [1] | 27,934 |
Deferred revenue | € 16,934 | 15,935 | [1] | 3,492 |
Previously stated [member] | ||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||
Accumulated loss | (167,480) | (107,295) | ||
Deferred revenue, non-current | 130,195 | 30,206 | ||
Deferred revenue | 6,996 | 1,610 | ||
Increase (decrease) due to application of IFRS 15 [member] | ||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||
Accumulated loss | 8,705 | 390 | ||
Deferred revenue, non-current | (17,644) | (2,272) | ||
Deferred revenue | € 8,939 | € 1,882 | ||
[1] | See Note 4 for details regarding the restatement as a result of a change in accounting policy. |
Recently Issued International_4
Recently Issued International Financial Reporting Standards - Consolidated Statements of Cash Flows (Detail) - EUR (€) € in Thousands | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |||
Condensed Cash Flow Statements, Captions [Line Items] | |||||
Result after taxation | € (24,269) | € (64,774) | [1] | € (47,437) | [1] |
Changes in working capital: | |||||
Deferred revenue | € (13,877) | (14,933) | [1] | (14) | [1] |
Previously stated [member] | |||||
Condensed Cash Flow Statements, Captions [Line Items] | |||||
Result after taxation | (73,089) | (47,228) | |||
Changes in working capital: | |||||
Deferred revenue | (6,618) | (223) | |||
Increase (decrease) due to application of IFRS 15 [member] | |||||
Condensed Cash Flow Statements, Captions [Line Items] | |||||
Result after taxation | 8,315 | (209) | |||
Changes in working capital: | |||||
Deferred revenue | € (8,315) | € 209 | |||
[1] | See Note 4 for details regarding the restatement as a result of a change in accounting policy. |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Changes in Property, Plant and Equipment (Detail) - EUR (€) € in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | |||
Disclosure of detailed information about property, plant and equipment [line items] | ||||
Property, plant and equipment, beginning balance | € 1,168 | [1] | € 648 | |
Changes in book value | ||||
Additions | 1,798 | 776 | ||
Depreciation | (546) | (256) | ||
Change in book value | 1,252 | 520 | ||
Property, plant and equipment, ending balance | 2,420 | 1,168 | [1] | |
Cost [member] | ||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||
Property, plant and equipment, beginning balance | 1,674 | 2,035 | ||
Changes in book value | ||||
Disposals | (1,137) | |||
Property, plant and equipment, ending balance | 3,472 | 1,674 | ||
Accumulated depreciation and amortisation [member] | ||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||
Property, plant and equipment, beginning balance | (506) | (1,387) | ||
Changes in book value | ||||
Disposals | 1,137 | |||
Property, plant and equipment, ending balance | (1,052) | (506) | ||
Plant and equipment [member] | ||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||
Property, plant and equipment, beginning balance | 905 | 428 | ||
Changes in book value | ||||
Additions | 1,498 | 663 | ||
Depreciation | (448) | (186) | ||
Change in book value | 1,050 | 477 | ||
Property, plant and equipment, ending balance | 1,955 | 905 | ||
Plant and equipment [member] | Cost [member] | ||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||
Property, plant and equipment, beginning balance | 1,261 | 649 | ||
Changes in book value | ||||
Disposals | (51) | |||
Property, plant and equipment, ending balance | 2,759 | 1,261 | ||
Plant and equipment [member] | Accumulated depreciation and amortisation [member] | ||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||
Property, plant and equipment, beginning balance | (356) | (221) | ||
Changes in book value | ||||
Disposals | 51 | |||
Property, plant and equipment, ending balance | (804) | (356) | ||
Other fixed assets [member] | ||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||
Property, plant and equipment, beginning balance | 263 | 220 | ||
Changes in book value | ||||
Additions | 300 | 113 | ||
Depreciation | (98) | (70) | ||
Change in book value | 202 | 43 | ||
Property, plant and equipment, ending balance | 465 | 263 | ||
Other fixed assets [member] | Cost [member] | ||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||
Property, plant and equipment, beginning balance | 413 | 1,386 | ||
Changes in book value | ||||
Disposals | (1,086) | |||
Property, plant and equipment, ending balance | 713 | 413 | ||
Other fixed assets [member] | Accumulated depreciation and amortisation [member] | ||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||
Property, plant and equipment, beginning balance | (150) | (1,166) | ||
Changes in book value | ||||
Disposals | 1,086 | |||
Property, plant and equipment, ending balance | € (248) | € (150) | ||
[1] | See Note 4 for details regarding the restatement as a result of a change in accounting policy. |
Intangible Assets - Summary of
Intangible Assets - Summary of Movements of Intellectual Property Right (Detail) - EUR (€) € in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Disclosure of detailed information about intangible assets [line items] | ||
Intangible assets, beginning balance | € 312 | € 374 |
Additions | 2,225 | |
Amortization for the year | (92) | (62) |
Intangible assets, ending balance | 2,445 | 312 |
Cost [member] | ||
Disclosure of detailed information about intangible assets [line items] | ||
Intangible assets, beginning balance | 860 | 860 |
Intangible assets, ending balance | 3,085 | 860 |
Accumulated amortization [member] | ||
Disclosure of detailed information about intangible assets [line items] | ||
Intangible assets, beginning balance | (548) | (486) |
Intangible assets, ending balance | € (640) | € (548) |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) € in Thousands | 12 Months Ended |
Dec. 31, 2018EUR (€) | |
Disclosure of detailed information about intangible assets [line items] | |
Purchase of intellectual property | € 2,125 |
Capitalised development expenditure [member] | |
Disclosure of detailed information about intangible assets [line items] | |
Intellectual property | 2,200 |
Patents and intellectual property [member] | |
Disclosure of detailed information about intangible assets [line items] | |
Purchase of intellectual property | € 2,200 |
Taxation - Additional Informati
Taxation - Additional Information (Detail) $ in Millions | 12 Months Ended | ||||
Dec. 31, 2018EUR (€) | Dec. 31, 2018USD ($) | Dec. 31, 2017EUR (€) | Dec. 31, 2016EUR (€) | ||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||||
Deferred tax assets | € 0 | ||||
Income tax expenses | € 356,000 | € 249,000 | [1] | ||
Incyte [member] | Dutch [member] | |||||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||||
Licence fee income | $ | $ 120 | ||||
Netherlands [member] | |||||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||||
Percentage of income tax rate effectively owed | 75.00% | 75.00% | |||
Tax rate | 7.00% | 7.00% | |||
Estimated effective tax rate | 25.00% | 25.00% | |||
Income tax expenses | € 0 | ||||
Netherlands [member] | Less than one year [member] | |||||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||||
Estimated effective tax rate | 25.00% | 25.00% | |||
Netherlands [member] | 1-2 years [member] | |||||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||||
Estimated effective tax rate | 22.55% | 22.55% | |||
Netherlands [member] | 2-5 years [member] | |||||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||||
Estimated effective tax rate | 20.50% | 20.50% | |||
United States [member] | |||||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||||
Estimated effective tax rate | 28.00% | 28.00% | 40.00% | ||
Income tax expenses | € 400,000 | € 200,000 | € 0 | ||
Unused tax losses [member] | |||||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||||
Tax losses carried forward | 75,900,000 | € 140,500,000 | |||
Deductible temporary difference, deferred revenue | € 114,600,000 | ||||
[1] | See Note 4 for details regarding the restatement as a result of a change in accounting policy. |
Investments - Summary of Invest
Investments - Summary of Investments (Detail) - EUR (€) € in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | |
Disclosure of financial assets [line items] | |||
Investments, current portion | € 44,855 | € 34,043 | [1] |
Non-current investments | 16,945 | 7,060 | [1] |
Total investments | 61,800 | 41,103 | |
Commercial paper [member] | |||
Disclosure of financial assets [line items] | |||
Investments, current portion | 22,208 | 15,527 | |
U.S. Treasury securities [member] | |||
Disclosure of financial assets [line items] | |||
Investments, current portion | 6,733 | 9,177 | |
Corporate fixed income bonds [member] | |||
Disclosure of financial assets [line items] | |||
Investments, current portion | 14,185 | 7,886 | |
Non-current investments | 16,945 | 7,060 | |
Agency bond [member] | |||
Disclosure of financial assets [line items] | |||
Investments, current portion | € 1,729 | € 1,453 | |
[1] | See Note 4 for details regarding the restatement as a result of a change in accounting policy. |
Investments - Additional Inform
Investments - Additional Information (Detail) - EUR (€) € in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | ||
Disclosure of financial assets [line items] | |||
Purchases of investments | € 75,930 | € 41,830 | [1] |
Proceeds from investment maturities | 58,912 | € 0 | |
Foreign currency exchange gains | 6,034 | ||
Finance Income Expense [Member] | |||
Disclosure of financial assets [line items] | |||
Foreign currency exchange gains | € 3,200 | ||
[1] | See Note 4 for details regarding the restatement as a result of a change in accounting policy. |
Trade and Other Receivables - S
Trade and Other Receivables - Summary of Trade and Other Receivables Due Within 1 Year (Detail) - EUR (€) € in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | |
Subclassifications of assets, liabilities and equities [abstract] | |||
Trade receivables | € 2,690 | € 1,594 | |
Unbilled receivables | 236 | 710 | |
VAT receivable | 891 | 582 | |
Prepaid expenses | 2,783 | 427 | |
Prepaid pension costs | 838 | ||
Interest receivable | 213 | 170 | |
Other receivables | 219 | 92 | |
Total | € 7,032 | € 4,413 | [1] |
[1] | See Note 4 for details regarding the restatement as a result of a change in accounting policy. |
Other Liabilities and Accrual_2
Other Liabilities and Accruals - Summary of Short-term and Payable Within 1 Year (Detail) - EUR (€) € in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | |
Disclosure of accruals and other payables [abstract] | |||
Audit fees | € 167 | € 96 | |
Personnel-related | 560 | 446 | |
Accrued bonus | 1,523 | 1,545 | |
R&D costs | 4,409 | 5,272 | |
IP legal fees | 212 | 509 | |
Subsidy advance received | 42 | 224 | |
Other accruals | 1,051 | 535 | |
Total | € 7,964 | € 8,627 | [1] |
[1] | See Note 4 for details regarding the restatement as a result of a change in accounting policy. |
Deferred Revenue - Summary of D
Deferred Revenue - Summary of Deferred Revenue (Detail) - EUR (€) € in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Disclosure of deferred income [abstract] | ||||
Deferred revenue-current portion | € 16,934 | € 15,935 | [1] | € 3,492 |
Deferred revenue | 97,675 | 112,551 | [1] | € 27,934 |
Total deferred revenue | € 114,609 | € 128,486 | ||
[1] | See Note 4 for details regarding the restatement as a result of a change in accounting policy. |
Deferred Revenue - Additional I
Deferred Revenue - Additional Information (Detail) $ / shares in Units, $ in Thousands | Dec. 10, 2018EUR (€) | Dec. 10, 2018USD ($) | Feb. 28, 2017EUR (€) | Feb. 28, 2017USD ($) | Jan. 23, 2017EUR (€)shares | Jan. 23, 2017USD ($)shares | Dec. 20, 2016EUR (€)$ / shares | Jan. 31, 2017USD ($) | Dec. 31, 2018EUR (€)shares | Dec. 31, 2018USD ($)$ / shares | Dec. 31, 2017EUR (€) | Dec. 31, 2016EUR (€) | [1] | Dec. 31, 2018USD ($)shares | Jun. 01, 2017shares | Dec. 20, 2016USD ($) | |
Disclosure of deferred income [line items] | |||||||||||||||||
Total deferred revenue | € 114,609,000 | € 128,486,000 | |||||||||||||||
Aggregate purchase price | 50,713,000 | € 74,738,000 | [1] | € 50,547,000 | |||||||||||||
Bottom of range [member] | |||||||||||||||||
Disclosure of deferred income [line items] | |||||||||||||||||
Revenue recognized | 100,000 | ||||||||||||||||
Upfront and Milestone Payments [member] | |||||||||||||||||
Disclosure of deferred income [line items] | |||||||||||||||||
Revenue recognized | 900,000 | ||||||||||||||||
Incyte Corporation [member] | |||||||||||||||||
Disclosure of deferred income [line items] | |||||||||||||||||
Non-refundable upfront payment receivable | € 112,000,000 | $ 120,000 | |||||||||||||||
Common shares issued | shares | 3,200,000 | 3,200,000 | 3,200,000 | 3,200,000 | 3,200,000 | ||||||||||||
Purchase price per share | $ / shares | $ 25 | ||||||||||||||||
Aggregate purchase price | € 74,700,000 | $ 80,000 | $ 80,000 | ||||||||||||||
Non-refundable upfront payment | € 112,000,000 | $ 120,000 | |||||||||||||||
Incyte collaboration agreement [member] | |||||||||||||||||
Disclosure of deferred income [line items] | |||||||||||||||||
Total deferred revenue | € 112,600,000 | ||||||||||||||||
Non-refundable upfront payment | 112,000,000 | $ 120,000 | |||||||||||||||
Consideration from the issuance and sale of common shares | $ | 152,600 | ||||||||||||||||
Simcere collaboration and license agreement [member] | |||||||||||||||||
Disclosure of deferred income [line items] | |||||||||||||||||
Total deferred revenue | 2,100,000 | ||||||||||||||||
Non-refundable upfront payment | 2,300,000 | 2,750 | |||||||||||||||
Milestone payments | 600,000 | 800 | |||||||||||||||
ONO Research and License Agreement [member] | |||||||||||||||||
Disclosure of deferred income [line items] | |||||||||||||||||
Performance obligation recognized as revenue | 1,200,000 | ||||||||||||||||
Paid for full time equivalent funding | 200,000 | ||||||||||||||||
Compensate for research service | 300,000 | ||||||||||||||||
ONO Research and License Agreement [member] | Deferred revenue [member] | |||||||||||||||||
Disclosure of deferred income [line items] | |||||||||||||||||
Non-refundable upfront payment | 700,000 | ||||||||||||||||
Incyte share subscription agreement [member] | |||||||||||||||||
Disclosure of deferred income [line items] | |||||||||||||||||
Total deferred revenue | € 31,400,000 | $ 32,600 | |||||||||||||||
Purchase price per common share | $ / shares | € 25 | ||||||||||||||||
Consideration from the issuance and sale of common shares | 31,400,000 | 32,600 | |||||||||||||||
Betta Pharmaceuticals Co Ltd [member] | |||||||||||||||||
Disclosure of deferred income [line items] | |||||||||||||||||
Non-refundable upfront payment | € 900,000 | $ 1,000 | |||||||||||||||
Milestone payments | € 10,500,000 | $ 12,000 | € 10,500,000 | $ 12,000 | |||||||||||||
[1] | See Note 4 for details regarding the restatement as a result of a change in accounting policy. |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information - Equity (Detail) € / shares in Units, $ / shares in Units, € in Thousands, $ in Millions | Dec. 21, 2018EUR (€) | Dec. 21, 2018USD ($) | Dec. 20, 2018$ / sharesshares | Feb. 15, 2018EUR (€) | Feb. 15, 2018USD ($) | Feb. 13, 2018$ / shares€ / sharesshares | Jan. 23, 2017EUR (€) | Jan. 23, 2017USD ($)$ / shares | May 26, 2016USD ($)$ / sharesshares | May 06, 2016 | Jan. 31, 2017USD ($) | Dec. 31, 2018EUR (€)shares | Dec. 31, 2018USD ($)$ / shares | Dec. 31, 2017EUR (€)shares | Dec. 31, 2016EUR (€)shares | Dec. 31, 2018USD ($)shares | Jun. 01, 2017shares | Jan. 23, 2017EUR (€)shares | May 24, 2016shares | ||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||||||||||||||||||
Reverse share split | 0.5556 | ||||||||||||||||||||
Aggregate purchase price | € 50,713 | € 74,738 | [1] | € 50,547 | [1] | ||||||||||||||||
Initial public offering [member] | |||||||||||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||||||||||||||||||
Common shares issued | shares | 5,500,000 | ||||||||||||||||||||
Issue price per share | $ / shares | $ 10 | ||||||||||||||||||||
Aggregate purchase price | $ | $ 53.3 | ||||||||||||||||||||
Over allotment option [member] | |||||||||||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||||||||||||||||||
Common shares issued | shares | 639,926 | ||||||||||||||||||||
Incyte Corporation [member] | |||||||||||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||||||||||||||||||
Common shares issued | shares | 3,200,000 | 3,200,000 | 3,200,000 | 3,200,000 | |||||||||||||||||
Issue price per share | $ / shares | $ 25 | ||||||||||||||||||||
Aggregate purchase price | € 74,700 | $ 80 | $ 80 | ||||||||||||||||||
Proceeds from net of issuance costs | 74,400 | ||||||||||||||||||||
Issuance costs | € 200 | ||||||||||||||||||||
Change in fair value asset and discount on share | 1,100 | ||||||||||||||||||||
Foreign currency translation | 400 | ||||||||||||||||||||
Increased capital | 300 | ||||||||||||||||||||
Increased premium | € 73,400 | ||||||||||||||||||||
Purchase price | $ / shares | $ 25 | ||||||||||||||||||||
Investors [member] | |||||||||||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||||||||||||||||||
Issue price per share | € / shares | € 0.09 | ||||||||||||||||||||
Aggregate purchase price | € 44,800 | $ 55.8 | |||||||||||||||||||
Common shares issued | shares | 3,099,997 | ||||||||||||||||||||
Purchase price | $ / shares | € 18 | ||||||||||||||||||||
Regeneron Pharmaceuticals, INC [member] | |||||||||||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||||||||||||||||||
Aggregate purchase price | € 13,100 | $ 15 | |||||||||||||||||||
Common shares issued | shares | 600,000 | ||||||||||||||||||||
Purchase price | $ / shares | $ 25 | ||||||||||||||||||||
Total proceeds received | € 13,100 | $ 15 | |||||||||||||||||||
Aggregate value of common shares issued | 6,000 | $ 6.9 | |||||||||||||||||||
Gain on litigation settlement | € 7,100 | $ 8.1 | |||||||||||||||||||
Ordinary shares [member] | |||||||||||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||||||||||||||||||
Number of shares fully issued and paid | shares | 23,358,977 | 19,429,848 | 16,085,851 | 23,358,977 | |||||||||||||||||
[1] | See Note 4 for details regarding the restatement as a result of a change in accounting policy. |
Shareholders' Equity - Summary
Shareholders' Equity - Summary of Reconciliation of Common Shares Outstanding (Detail) | 12 Months Ended | ||
Dec. 31, 2018shares | Dec. 31, 2017shares | Dec. 31, 2016shares | |
Disclosure of classes of share capital [line items] | |||
Exercise of common share options | 135,888 | 136,666 | 18,283 |
Vesting of RSUs | 93,244 | 7,331 | |
Ordinary shares [member] | |||
Disclosure of classes of share capital [line items] | |||
Common Shares outstanding, Beginning balance | 19,429,848 | 16,085,851 | |
Issued for cash | 3,699,997 | 3,200,000 | |
Exercise of common share options | 135,888 | 136,666 | |
Vesting of RSUs | 93,244 | 7,331 | |
Common shares outstanding, Ending balance | 23,358,977 | 19,429,848 | 16,085,851 |
Shareholders' Equity - Additi_2
Shareholders' Equity - Additional Information - Share Based Payment Arrangements (Detail) | 12 Months Ended | ||||
Dec. 31, 2018EUR (€)shares | Dec. 31, 2017EUR (€)shares | Dec. 31, 2016EUR (€) | Jan. 01, 2018shares | Dec. 31, 2015EUR (€) | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Description of depository based exercise price | Prior to the IPO, participants that voluntarily left the Company, except for members of the former Supervisory Board, were required to offer to the foundation the depositary receipts acquired from exercising options against payment of the exercise price or the lower fair market value of the underlying shares. | ||||
Description of non-vesting condition | This obligation for a participant to offer depositary receipts to the foundation upon resignation within four years from exercising the options was treated as a non-marketvesting condition. | ||||
Period of option to exercise treated as non-vesting condition | Within four years | ||||
Weighted average exercise price | € 14.62 | € 13.99 | € 8.69 | € 5.35 | |
Weighted-average remaining contractual life | 7 years | 8 years 3 months | 6 years 8 months 5 days | ||
Weighted-average share price | € 17.03 | ||||
Top of range [member] | |||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Weighted average exercise price | 1.93 | € 1.93 | € 1.93 | ||
Bottom of range [member] | |||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Weighted average exercise price | € 27.47 | € 27.47 | € 16.85 | ||
2010 Option plan [member] | |||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Description of options vested | Options granted under the 2010 Plan are exercisable once vested. | ||||
Vesting period | 4 years | ||||
Percentage of initial vesting period | 25.00% | ||||
Percentage of remaining vesting options | 75.00% | ||||
Period of remaining option vesting period | 36 monthly installments | ||||
Percentage of vesting period | 100.00% | ||||
Description of option lapse | Options lapse on the eighth anniversary of the date of grant. | ||||
Description of depository based exercise price | The 2010 Option Plan was amended such that a participant is no longer required to offer depositary receipts to the foundation upon resignation. | ||||
2016 Plan [member] | |||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Description of options vested | Options granted under the 2016 Plan are exercisable once vested. | ||||
Vesting period | 4 years | ||||
Percentage of initial vesting period | 25.00% | ||||
Percentage of remaining vesting options | 75.00% | ||||
Period of remaining option vesting period | 36 monthly installments | ||||
Percentage of vesting period | 100.00% | ||||
Description of option lapse | Options will lapse on the tenth anniversary of the date of grant. | ||||
Vesting period of Restricted Stock Units vested | 4 years | ||||
Number of common share entitled to receive | shares | 1 | ||||
Increase in authorized share | shares | 934,359 | 1,469,785 | |||
Non-Executive Compensation Program [member] | |||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Percentage of initial vesting period | 33.00% | ||||
Percentage of remaining vesting options | 67.00% | ||||
Period of remaining option vesting period | 24 substantially equal monthly installments | ||||
Vesting period | Three-year period | ||||
Period of option will be vested and exercised | 12 substantially equal monthly installments | ||||
Description of grant award | Following the vesting commencement date, such that the subsequent award shall be fully vested on the first anniversary of the date of grant. |
Shareholders' Equity - Summar_2
Shareholders' Equity - Summary of Inputs Used in the Measurement of the Fair Values and the Related Fair Values at the Grant Dates (Detail) | 12 Months Ended | ||
Dec. 31, 2018yr€ / shares | Dec. 31, 2017yr€ / shares | Dec. 31, 2016yr€ / shares | |
Key management personnel [member] | |||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||
Expected volatility (weighted-average) | 94.71% | 95.05% | 95.30% |
Expected life | yr | 10 | 10 | 10 |
Expected dividends | 0.00% | 0.00% | 0.00% |
Key management personnel [member] | Bottom of range [member] | |||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||
Fair value | € 6.82 | € 9.04 | € 9.97 |
Share price | 13.01 | 17.08 | 15.24 |
Exercise price | € 13.01 | € 17.08 | € 15.24 |
Risk-free interest rate | 2.79% | 2.29% | 1.84% |
Key management personnel [member] | Top of range [member] | |||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||
Fair value | € 12.27 | € 16.10 | € 11.03 |
Share price | 19.90 | 24.54 | 16.85 |
Exercise price | € 19.90 | € 24.54 | € 16.85 |
Risk-free interest rate | 3.20% | 2.51% | 1.86% |
All other employees [member] | |||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||
Expected volatility (weighted-average) | 92.16% | 94.88% | 97.15% |
Expected life | yr | 10 | 10 | |
Expected dividends | 0.00% | 0.00% | 0.00% |
All other employees [member] | Bottom of range [member] | |||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||
Fair value | € 7.74 | € 8.94 | € 5.74 |
Share price | 12.29 | 13.71 | 8.46 |
Exercise price | € 12.29 | € 13.71 | € 8.46 |
Expected life | yr | 8 | ||
Risk-free interest rate | 2.83% | 2.24% | 0.10% |
All other employees [member] | Top of range [member] | |||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||
Fair value | € 13.32 | € 18.02 | € 5.79 |
Share price | 21.02 | 27.47 | 8.87 |
Exercise price | € 21.02 | € 27.47 | € 8.87 |
Expected life | yr | 10 | ||
Risk-free interest rate | 3.10% | 2.62% | 1.87% |
Shareholders' Equity - Summar_3
Shareholders' Equity - Summary of Reconciliation of Outstanding Share Options (Detail) | 12 Months Ended | ||
Dec. 31, 2018EUR (€)shares | Dec. 31, 2017EUR (€)shares | Dec. 31, 2016EUR (€)shares | |
Disclosure of terms and conditions of share-based payment arrangement [abstract] | |||
Outstanding at January 1 | shares | 2,213,985 | 1,394,844 | 953,689 |
Forfeited during the year | shares | (38,874) | (58,164) | (31,351) |
Expired during the year | shares | (31,629) | (762) | (5,454) |
Exercised during the year | shares | (135,888) | (136,666) | (18,283) |
Granted during the year | shares | 625,445 | 1,014,733 | 496,243 |
Outstanding at December 31 | shares | 2,633,039 | 2,213,985 | 1,394,844 |
Exercisable at December 31 | shares | 1,275,669 | 687,070 | 418,453 |
Outstanding at January 1 | € | € 13.99 | € 8.69 | € 5.35 |
Forfeited during the year | € | 14.48 | 17.27 | 6.07 |
Expired during the year | € | 11 | 8.67 | 11.95 |
Exercised during the year | € | 6.80 | 2.24 | 1.93 |
Granted during the year | € | 14.96 | 19.88 | 14.74 |
Outstanding at December 31 | € | 14.62 | 13.99 | 8.69 |
Exercisable at December 31 | € | € 0 | € 0 | € 0 |
Shareholders' Equity - Summar_4
Shareholders' Equity - Summary of Number of Share Options Outstanding (Detail) - shares | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||
Number of outstanding share options | 2,633,039 | 2,213,985 | 1,394,844 | 953,689 |
Key management personnel [member] | ||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||
Number of outstanding share options | 2,148,744 | 1,777,437 | 1,302,417 | |
All other employees [member] | ||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||
Number of outstanding share options | 484,295 | 436,548 | 92,427 |
Shareholders' Equity - Summar_5
Shareholders' Equity - Summary of Reconciliation of RSU's (Detail) | 12 Months Ended | |
Dec. 31, 2018EUR (€)shares | Dec. 31, 2017EUR (€)shares | |
Disclosure of terms and conditions of share-based payment arrangement [abstract] | ||
Unvested beginning balance | € | € 20.03 | |
Forfeited during the year | € | € 20.03 | |
Expired during the year | € | 0 | 0 |
Vested during the year | € | 20.03 | 20.03 |
Granted during the year | € | 20.03 | |
Unvested ending balance | € | € 20.03 | € 20.03 |
Unvested beginning balance | shares | 194,546 | |
Forfeited during the year | shares | (12,219) | |
Expired during the year | shares | 0 | 0 |
Vested during the year | shares | (93,244) | (7,331) |
Granted during the year | shares | 214,096 | |
Unvested ending balance | shares | 101,302 | 194,546 |
Revenue - Summary of Revenue (D
Revenue - Summary of Revenue (Detail) - EUR (€) € in Thousands | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |||
Revenue [line items] | |||||
Total Revenue | € 31,448 | € 21,915 | [1] | € 2,510 | [1] |
Up-front payment amortization [member] | |||||
Revenue [line items] | |||||
Total Revenue | 17,686 | 14,933 | 14 | ||
R&D cost reimbursement and milestone [member] | |||||
Revenue [line items] | |||||
Total Revenue | 13,566 | 5,787 | 1,109 | ||
Revenue from contracts with customers [member] | |||||
Revenue [line items] | |||||
Total Revenue | 31,252 | 20,720 | 1,123 | ||
Income from grants on research projects [member] | |||||
Revenue [line items] | |||||
Total Revenue | € 196 | € 1,195 | € 1,387 | ||
[1] | See Note 4 for details regarding the restatement as a result of a change in accounting policy. |
Revenue - Additional Informatio
Revenue - Additional Information (Detail) - EUR (€) | Oct. 16, 2017 | Jun. 12, 2017 | Mar. 07, 2016 | Nov. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Revenue [line items] | |||||||||
Revenue | € 31,448,000 | € 21,915,000 | [1] | € 2,510,000 | [1] | ||||
Grant income | € 700,000 | € 200,000 | 200,000 | 1,200,000 | 1,400,000 | ||||
Reimbursement of grant | € 400,000 | ||||||||
Amount remitted to other beneficiaries | € 200,000 | ||||||||
Revenue recognized included in deferred revenue | 15,900,000 | 3,200,000 | |||||||
Revenue recognized not included in deferred revenue | 2,100,000 | 11,700,000 | |||||||
ONO Research and License Agreement [member] | |||||||||
Revenue [line items] | |||||||||
Revenue | € 400,000 | ||||||||
Cost reimbursements | 400,000 | ||||||||
Milestone revenue | € 4,000,000 | 700,000 | |||||||
Payment terms related to receivables | 30 days | ||||||||
Simcere Pharmaceutical Co Ltd [member] | |||||||||
Revenue [line items] | |||||||||
Milestone revenue | € 400,000 | ||||||||
Payment terms related to receivables | 30 days | ||||||||
Betta Pharmaceuticals Co Ltd [member] | |||||||||
Revenue [line items] | |||||||||
Payment terms related to receivables | 60 days | ||||||||
R&D cost reimbursement and milestone [member] | |||||||||
Revenue [line items] | |||||||||
Revenue | € 13,566,000 | 5,787,000 | 1,109,000 | ||||||
Incyte collaboration agreement [member] | |||||||||
Revenue [line items] | |||||||||
Cost reimbursements | 8,800,000 | ||||||||
Incyte collaboration agreement [member] | |||||||||
Revenue [line items] | |||||||||
Up-front payment amortization | 15,900,000 | 14,900,000 | |||||||
ONO Research and License Agreement [member] | |||||||||
Revenue [line items] | |||||||||
Up-front payment amortization | 1,200,000 | € 14,000,000 | |||||||
Simcere collaboration and license agreement [member] | |||||||||
Revenue [line items] | |||||||||
Up-front payment amortization | 500,000 | ||||||||
Betta Pharmaceuticals Co Ltd [member] | |||||||||
Revenue [line items] | |||||||||
Up-front payment amortization | € 100,000 | ||||||||
IFRS 15 revenue from contracts with customers [member] | |||||||||
Revenue [line items] | |||||||||
Decrease in Deferred revenue | € 8,700,000 | ||||||||
[1] | See Note 4 for details regarding the restatement as a result of a change in accounting policy. |
Revenue - Disclosure Of Changes
Revenue - Disclosure Of Changes In Trade Receivables Contract Assets And Contract Liabilities Explanatory (Detail) - EUR (€) € in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Disclosure of changes in trade receivables, contract assets and contract liabilities [line items] | ||
Trade receivables, beginning balance | € 1,594 | € 205 |
Trade receivables, additions | 19,951 | 122,781 |
Trade receivables, deductions | (18,855) | (121,392) |
Trade receivables, ending balance | 2,690 | 1,594 |
Contract assets, beginning balance | 710 | |
Contract assets, additions | 1,045 | 121,240 |
Contract assets, deductions | (1,519) | (120,530) |
Contract assets, ending balance | 236 | 710 |
Contract liabilities, beginning balance | 128,486 | 31,426 |
Contract liabilities, additions | 4,137 | 111,993 |
Contract liabilities, deductions | (18,014) | (14,933) |
Contract liabilities, ending balance | 114,609 | 128,486 |
Deferred revenue [member] | ||
Disclosure of changes in trade receivables, contract assets and contract liabilities [line items] | ||
Contract liabilities, beginning balance | 128,486 | 31,426 |
Contract liabilities, additions | 4,137 | 111,993 |
Contract liabilities, deductions | (18,014) | (14,933) |
Contract liabilities, ending balance | 114,609 | 128,486 |
Trade receivables [member] | ||
Disclosure of changes in trade receivables, contract assets and contract liabilities [line items] | ||
Trade receivables, beginning balance | 1,594 | 205 |
Trade receivables, additions | 19,951 | 122,781 |
Trade receivables, deductions | (18,855) | (121,392) |
Trade receivables, ending balance | 2,690 | 1,594 |
Unbilled receivables [member] | ||
Disclosure of changes in trade receivables, contract assets and contract liabilities [line items] | ||
Contract assets, beginning balance | 710 | |
Contract assets, additions | 1,045 | 121,240 |
Contract assets, deductions | (1,519) | (120,530) |
Contract assets, ending balance | € 236 | € 710 |
Total Operating Expenses - Summ
Total Operating Expenses - Summary of Total Operating Expenses (Detail) - EUR (€) € in Thousands | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |||
Disclosure Of Operating Expenses [abstract] | |||||
Manufacturing costs | € 18,914 | € 13,567 | € 3,162 | ||
IP and license costs | 1,852 | 1,858 | 1,167 | ||
Personnel related R&D | 7,036 | 6,673 | 3,285 | ||
Other R&D costs | 18,938 | 12,027 | 10,810 | ||
Total R&D costs | 46,740 | 34,125 | [1] | 18,424 | [1] |
Management and administration costs | 10,395 | 13,697 | [1] | 4,258 | [1] |
Litigation costs | 1,425 | 1,039 | 1,490 | ||
Other operating expenses | 11,735 | 8,356 | 6,219 | ||
Total other expenses | 13,160 | 9,395 | [1] | 7,709 | [1] |
Total operating expenses | € 70,295 | € 57,217 | [1] | € 30,391 | [1] |
[1] | See Note 4 for details regarding the restatement as a result of a change in accounting policy. |
Total Operating Expenses - Brea
Total Operating Expenses - Breakdown of Other Research and Development Costs (Detail) - EUR (€) € in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Disclosure Of Operating Expenses [abstract] | |||
Discovery and preclinical costs | € 5,506 | € 2,473 | € 5,185 |
Clinical costs | 9,169 | 5,919 | 3,409 |
Other R&D costs | 4,263 | 3,635 | 2,216 |
Total other R&D costs | € 18,938 | € 12,027 | € 10,810 |
Total Operating Expenses - Addi
Total Operating Expenses - Additional Information (Detail) - EUR (€) € in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Disclosure Of Operating Expenses [abstract] | |||
Expenses related to professional fees for consulting, audit, and tax services | € 6,300 | € 4,000 | € 1,700 |
General legal, insurance and facility related expenses | 4,200 | 3,200 | 3,900 |
Preclinical costs | 5,500 | 2,500 | 5,200 |
Clinical costs | 9,169 | 5,919 | 3,409 |
IP costs | € 3,300 | € 2,900 | € 2,700 |
Total Operating Expenses - Oper
Total Operating Expenses - Operating Expenses by Nature (Detail) - EUR (€) € in Thousands | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |||
Disclosure Of Operating Expenses [abstract] | |||||
Contract manufacturing | € 18,914 | € 13,567 | € 3,162 | ||
Other external and outsourced costs | 32,459 | 22,333 | 18,885 | ||
Employee costs and related benefits | 18,284 | 20,999 | 8,110 | ||
Depreciation and amortization | 638 | 318 | 234 | ||
Total operating expenses | € 70,295 | € 57,217 | [1] | € 30,391 | [1] |
[1] | See Note 4 for details regarding the restatement as a result of a change in accounting policy. |
Employee Benefits - Disclosure
Employee Benefits - Disclosure of Detailed Information About Employee Benefits (Detail) - EUR (€) € in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Short-term employee benefits expense [abstract] | |||
Salaries and wages | € 10,783 | € 9,556 | € 5,166 |
WBSO subsidy | (4,257) | (3,523) | (1,721) |
Social security premiums | 919 | 621 | 382 |
Health insurance | 330 | 222 | 27 |
Pension costs | 749 | 652 | 507 |
Share-based compensation | 7,925 | 12,815 | 3,307 |
Other personnel expense | 1,835 | 656 | 442 |
Total employee benefits expense | € 18,284 | € 20,999 | € 8,110 |
Employee Benefits - Schedule of
Employee Benefits - Schedule of Share-based Compensation Expenses Recognized as Employee Benefit Expenses (Detail) - EUR (€) € in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Disclosure Of Share Of Equity Investment [line items] | |||
Stock award expense | € 7,925 | € 12,815 | € 3,307 |
R&D costs [member] | |||
Disclosure Of Share Of Equity Investment [line items] | |||
Stock award expense | 2,710 | 3,245 | 703 |
Management and administration costs [member] | |||
Disclosure Of Share Of Equity Investment [line items] | |||
Stock award expense | 4,742 | 8,942 | 2,037 |
Other expenses [member] | |||
Disclosure Of Share Of Equity Investment [line items] | |||
Stock award expense | € 473 | € 628 | € 567 |
Employee Benefits - Additional
Employee Benefits - Additional Information (Detail) - Employees | Dec. 31, 2018 | Dec. 31, 2017 |
Disclosure of employee benefits [line Items] | ||
Number of employees | 98 | 83 |
Netherlands [member] | ||
Disclosure of employee benefits [line Items] | ||
Number of employees | 81 | 70 |
United States [member] | ||
Disclosure of employee benefits [line Items] | ||
Number of employees | 17 | 13 |
Management and administration costs [member] | ||
Disclosure of employee benefits [line Items] | ||
Number of employees | 21 | 21 |
Other Income (Expense) - Summar
Other Income (Expense) - Summary of Other Income (Expense) (Detail) - EUR (€) € in Thousands | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |||
Rental expenses on real estate [abstract] | |||||
Interest income and similar related income | € 1,809 | € 1,112 | € 88 | ||
Net gain on foreign exchange | 6,034 | ||||
Finance income | 7,843 | 1,112 | [1] | 88 | [1] |
Other income | 7,095 | ||||
Interest and other expenses | (4) | (190) | |||
Net loss on foreign exchange | (19,449) | (409) | |||
Derivative financial instrument expense | (10,696) | (19,235) | |||
Finance cost | (4) | (30,335) | [1] | (19,644) | [1] |
Total other income (expense) | € 14,934 | € (29,223) | € (19,556) | ||
[1] | See Note 4 for details regarding the restatement as a result of a change in accounting policy. |
Other Income (Expense) - Additi
Other Income (Expense) - Additional Information (Detail) $ / shares in Units, € in Thousands, $ in Millions | Dec. 21, 2018EUR (€) | Dec. 21, 2018USD ($) | Dec. 20, 2018USD ($)$ / sharesshares | Dec. 20, 2016EUR (€)$ / shares | Dec. 31, 2018EUR (€)shares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017EUR (€) | Dec. 31, 2016EUR (€) | Dec. 20, 2016USD ($) | ||
Disclosure of deferred tax assets notional interest [line items] | |||||||||||
Finance cost | € | € 4 | € 30,335 | [1] | € 19,644 | [1] | ||||||
Incyte share subscription agreement [member] | |||||||||||
Disclosure of deferred tax assets notional interest [line items] | |||||||||||
Purchase price per common share | $ / shares | $ 25 | ||||||||||
Total derivative asset | $ 31,400 | $ 32.6 | |||||||||
Regeneron Subscription Agreement [member] | |||||||||||
Disclosure of deferred tax assets notional interest [line items] | |||||||||||
Common shares issued | shares | 600,000 | 600,000 | 600,000 | ||||||||
Purchase price per common share | $ / shares | $ 25 | $ 25 | |||||||||
Aggregate purchase price | € 13,100 | $ 15 | $ 15 | € 13,100 | $ 15 | ||||||
Aggregate value of common shares | 6,000 | 6.9 | |||||||||
Gain on litigation settlement | € 7,100 | $ 8.1 | |||||||||
IAS 39 [member] | Incyte share subscription agreement [member] | |||||||||||
Disclosure of deferred tax assets notional interest [line items] | |||||||||||
Finance cost | € | € 10,700 | € 19,200 | |||||||||
[1] | See Note 4 for details regarding the restatement as a result of a change in accounting policy. |
Loss per Share - Summary of Bas
Loss per Share - Summary of Basic and Diluted Loss per Share (Detail) - EUR (€) € / shares in Units, € in Thousands | 12 Months Ended | |||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||||
Numerator: | ||||||
Net loss attributable to equity holders of the Company | € (24,235) | € (64,685) | [1] | € (47,429) | [1] | |
Denominator: | ||||||
Weighted average shares outstanding-basic and diluted | 22,286,720 | 19,196,440 | 13,236,649 | |||
Loss per share-basic and diluted | [2] | € (1.09) | € (3.37) | [1] | € (3.58) | [1] |
[1] | See Note 4 for details regarding the restatement as a result of a change in accounting policy. | |||||
[2] | For the periods included in these financial statements, share options and restricted stock units were excluded from the diluted loss per share calculation as the Company was in a loss position in each period presented above. As a result, basic and diluted loss per share are equal. |
Loss per Share - Additional Inf
Loss per Share - Additional Information (Detail) | Dec. 31, 2018EUR (€) |
Earnings per share [abstract] | |
Dividend declared | € 0 |
Financial Instrument - Summary
Financial Instrument - Summary of Maximum Credit Exposure (Detail) - EUR (€) € in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | [1] | Dec. 31, 2015 | [1] | |
Fixed Rate of Instruments [abstract] | |||||||
Trade and unbilled receivables | € 2,926 | € 2,283 | |||||
Investments | 61,800 | 41,103 | |||||
Cash and cash equivalents | 143,747 | 149,678 | [1] | € 56,917 | € 32,851 | ||
Maximum exposure to credit risk | € 208,473 | € 193,064 | |||||
[1] | See Note 4 for details regarding the restatement as a result of a change in accounting policy. |
Financial Instrument - Summar_2
Financial Instrument - Summary of Aging of Trade and Unbilled Receivables (Detail) - EUR (€) € in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Disclosure of financial assets that are either past due or impaired [line items] | ||
Trade and unbilled receivables | € 2,926 | € 2,283 |
Neither past due nor impaired [member] | ||
Disclosure of financial assets that are either past due or impaired [line items] | ||
Trade and unbilled receivables | € 2,926 | € 2,283 |
Financial Instrument - Addition
Financial Instrument - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2018EUR (€) | |
Disclosure of detailed information about financial instruments [abstract] | |
Allowance for impairment | € 0 |
Weighted average remaining days to maturity for investment portfolio | 135 days |
Financial Instruments - Summary
Financial Instruments - Summary of Maturity Analysis For Nonderivative Financial Liabilities (Detail) - EUR (€) € in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | ||
Trade payables | € 3,819 | € 2,855 |
Other liabilities and accruals | 7,964 | 6,176 |
Non-derivative financial liabilities undiscounted cash flows | 11,783 | 9,031 |
Carrying amount and value [member] | ||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | ||
Trade payables | 3,819 | 2,855 |
Other liabilities and accruals | 7,964 | 6,176 |
Non-derivative financial liabilities undiscounted cash flows | 11,783 | 9,031 |
Less than one year [member] | ||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | ||
Trade payables | 3,819 | 2,855 |
Other liabilities and accruals | 7,964 | 6,176 |
Non-derivative financial liabilities undiscounted cash flows | € 11,783 | € 9,031 |
Financial Instruments - Summa_2
Financial Instruments - Summary of Sensitivity Analysis for Change in Primary Currency Exposure (Detail) - Currency risk [member] € in Thousands | 12 Months Ended |
Dec. 31, 2018EUR (€) | |
Disclosure of nature and extent of risks arising from financial instruments [line items] | |
Balance | € 103,000 |
Cash and cash equivalents [member] | |
Disclosure of nature and extent of risks arising from financial instruments [line items] | |
Balance | 43,074 |
Investment [member] | |
Disclosure of nature and extent of risks arising from financial instruments [line items] | |
Balance | 61,800 |
Trade and other receivables [member] | |
Disclosure of nature and extent of risks arising from financial instruments [line items] | |
Balance | 2,886 |
Other assets [member] | |
Disclosure of nature and extent of risks arising from financial instruments [line items] | |
Balance | 123 |
Taxes and social security liabilities [member] | |
Disclosure of nature and extent of risks arising from financial instruments [line items] | |
Balance | (88) |
Trade payables, other liabilities and accruals [member] | |
Disclosure of nature and extent of risks arising from financial instruments [line items] | |
Balance | (4,795) |
USD [member] | 5% increase in functional rate [member] | |
Disclosure of nature and extent of risks arising from financial instruments [line items] | |
Balance | 5,150 |
USD [member] | 5% increase in functional rate [member] | Cash and cash equivalents [member] | |
Disclosure of nature and extent of risks arising from financial instruments [line items] | |
Balance | 2,154 |
USD [member] | 5% increase in functional rate [member] | Investment [member] | |
Disclosure of nature and extent of risks arising from financial instruments [line items] | |
Balance | 3,090 |
USD [member] | 5% increase in functional rate [member] | Trade and other receivables [member] | |
Disclosure of nature and extent of risks arising from financial instruments [line items] | |
Balance | 144 |
USD [member] | 5% increase in functional rate [member] | Other assets [member] | |
Disclosure of nature and extent of risks arising from financial instruments [line items] | |
Balance | 6 |
USD [member] | 5% increase in functional rate [member] | Taxes and social security liabilities [member] | |
Disclosure of nature and extent of risks arising from financial instruments [line items] | |
Balance | (4) |
USD [member] | 5% increase in functional rate [member] | Trade payables, other liabilities and accruals [member] | |
Disclosure of nature and extent of risks arising from financial instruments [line items] | |
Balance | (240) |
USD [member] | 5% decrease in functional rate [member] | |
Disclosure of nature and extent of risks arising from financial instruments [line items] | |
Balance | (5,150) |
USD [member] | 5% decrease in functional rate [member] | Cash and cash equivalents [member] | |
Disclosure of nature and extent of risks arising from financial instruments [line items] | |
Balance | (2,154) |
USD [member] | 5% decrease in functional rate [member] | Investment [member] | |
Disclosure of nature and extent of risks arising from financial instruments [line items] | |
Balance | (3,090) |
USD [member] | 5% decrease in functional rate [member] | Trade and other receivables [member] | |
Disclosure of nature and extent of risks arising from financial instruments [line items] | |
Balance | (144) |
USD [member] | 5% decrease in functional rate [member] | Other assets [member] | |
Disclosure of nature and extent of risks arising from financial instruments [line items] | |
Balance | (6) |
USD [member] | 5% decrease in functional rate [member] | Taxes and social security liabilities [member] | |
Disclosure of nature and extent of risks arising from financial instruments [line items] | |
Balance | 4 |
USD [member] | 5% decrease in functional rate [member] | Trade payables, other liabilities and accruals [member] | |
Disclosure of nature and extent of risks arising from financial instruments [line items] | |
Balance | € 240 |
Financial Instrument - Summar_3
Financial Instrument - Summary of Interest Bearing Financial Instruments (Detail) - EUR (€) € in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | [1] | Dec. 31, 2015 | [1] | |
Disclosure of interest bearing financial instruments [line Items] | |||||||
Investments | € 61,800 | € 41,103 | |||||
Cash and cash equivalents | 143,747 | 149,678 | [1] | € 56,917 | € 32,851 | ||
Variable rate instruments [member] | |||||||
Disclosure of interest bearing financial instruments [line Items] | |||||||
Cash and cash equivalents | € 143,747 | € 149,678 | |||||
[1] | See Note 4 for details regarding the restatement as a result of a change in accounting policy. |
Board Compensation and Key Ma_3
Board Compensation and Key Management Personnel - Summary on Charge to the Profit and Loss Statement (Detail) - EUR (€) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Ton Logtenberg, CEO [member] | |||
Disclosure charged to the profit and loss statement [line Items] | |||
Directors remuneration expense | € 3,330,367 | € 5,497,845 | € 1,441,977 |
Ton Logtenberg, CEO [member] | Gross salary [member] | |||
Disclosure charged to the profit and loss statement [line Items] | |||
Directors remuneration expense | 445,606 | 432,782 | 369,204 |
Ton Logtenberg, CEO [member] | Bonus [member] | |||
Disclosure charged to the profit and loss statement [line Items] | |||
Directors remuneration expense | 155,962 | 337,945 | 147,820 |
Ton Logtenberg, CEO [member] | Pension [member] | |||
Disclosure charged to the profit and loss statement [line Items] | |||
Directors remuneration expense | 31,881 | 51,528 | 17,717 |
Ton Logtenberg, CEO [member] | Option cost [member] | |||
Disclosure charged to the profit and loss statement [line Items] | |||
Directors remuneration expense | € 2,696,918 | 4,675,590 | 907,236 |
Shelley Margetson, Former COO [member] | |||
Disclosure charged to the profit and loss statement [line Items] | |||
Directors remuneration expense | 892,129 | 453,686 | |
Shelley Margetson, Former COO [member] | Gross salary [member] | |||
Disclosure charged to the profit and loss statement [line Items] | |||
Directors remuneration expense | 420,782 | 198,987 | |
Shelley Margetson, Former COO [member] | Bonus [member] | |||
Disclosure charged to the profit and loss statement [line Items] | |||
Directors remuneration expense | 84,000 | ||
Shelley Margetson, Former COO [member] | Pension [member] | |||
Disclosure charged to the profit and loss statement [line Items] | |||
Directors remuneration expense | 19,595 | 6,152 | |
Shelley Margetson, Former COO [member] | Option cost [member] | |||
Disclosure charged to the profit and loss statement [line Items] | |||
Directors remuneration expense | € 451,752 | € 164,547 |
Board Compensation and Key Ma_4
Board Compensation and Key Management Personnel - Summary on Charge to the Profit and Loss Statement (Parenthetical) (Detail) - EUR (€) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Disclosure charged to the profit and loss statement [line Items] | |||
Gross salary includes severance payments | € 10,783,000 | € 9,556,000 | € 5,166,000 |
Severance costs [member] | |||
Disclosure charged to the profit and loss statement [line Items] | |||
Gross salary includes severance payments | € 257,260 |
Board Compensation and Key Ma_5
Board Compensation and Key Management Personnel - Additional Information (Detail) | Feb. 15, 2017shares€ / shares | Nov. 01, 2016shares€ / shares | Oct. 27, 2016shares€ / shares | Dec. 31, 2018shares€ / shares | Dec. 31, 2017shares€ / shares | Dec. 31, 2016shares€ / shares |
Disclosure charged to the profit and loss statement [line Items] | ||||||
Number of options allocated to Chief Medical Officer | 625,445 | 1,014,733 | 496,243 | |||
Ton Logtenberg, CEO [member] | ||||||
Disclosure charged to the profit and loss statement [line Items] | ||||||
Number of options allocated to Chief Medical Officer | 129,000 | |||||
Number of options held by the chief executive officers | 758,925 | 661,629 | 376,912 | |||
Average exercise price per share held by the chief executive officers | € / shares | € 17.07 | € 14.20 | € 2.98 | |||
Number of RSU held | 64,450 | 123,745 | ||||
Andres Sirulnik Chief Medical Officer [member] | ||||||
Disclosure charged to the profit and loss statement [line Items] | ||||||
Number of options allocated to Chief Medical Officer | 219,890 | |||||
Exercise price per share | € / shares | € 16.85 | |||||
John Crowley Chief Financial Officer [member] | ||||||
Disclosure charged to the profit and loss statement [line Items] | ||||||
Number of options allocated to Chief Medical Officer | 183,241 | |||||
Exercise price per share | € / shares | € 15.24 | |||||
Peter Silverman Senior Vice President [member] | ||||||
Disclosure charged to the profit and loss statement [line Items] | ||||||
Number of options allocated to Chief Medical Officer | 50,000 | |||||
Exercise price per share | € / shares | € 24.54 |
Board Compensation and Key Ma_6
Board Compensation and Key Management Personnel - Summary of Related Party (Detail) - EUR (€) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Disclosure of related party [abstract] | |||
Short-term employment benefits | € 2,705,438 | € 2,808,998 | € 1,139,763 |
Post-employment benefits | 40,882 | 108,416 | 18,720 |
Other long-term benefits | 0 | 0 | 0 |
Termination benefits | 0 | 0 | 0 |
Share-based compensation | 3,688,978 | 5,171,233 | 1,195,876 |
Total | € 6,435,298 | € 8,088,647 | € 2,354,359 |
Board Compensation and Key Ma_7
Board Compensation and Key Management Personnel - Summary of Consolidated Statement of Profit and Loss for the Remuneration of the (Former) Members of the Supervisory Board (Detail) - EUR (€) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Disclosure of options held by the members of supervisory board [line Items] | |||
Remuneration for former employees | € 798,781 | € 826,578 | € 696,942 |
Russell Greig [member] | |||
Disclosure of options held by the members of supervisory board [line Items] | |||
Remuneration for former employees | 117,936 | ||
Mark Iwicki [member] | |||
Disclosure of options held by the members of supervisory board [line Items] | |||
Remuneration for former employees | 123,732 | 180,436 | 233,761 |
Len Kanavy [member] | |||
Disclosure of options held by the members of supervisory board [line Items] | |||
Remuneration for former employees | 185,344 | ||
Wolfgang Berthold [member] | |||
Disclosure of options held by the members of supervisory board [line Items] | |||
Remuneration for former employees | 85,091 | 128,474 | 70,778 |
Lionel Carnot [member] | |||
Disclosure of options held by the members of supervisory board [line Items] | |||
Remuneration for former employees | 20,401 | 97,315 | 91,811 |
John de Koning [member] | |||
Disclosure of options held by the members of supervisory board [line Items] | |||
Remuneration for former employees | 91,812 | 152,186 | 63,230 |
Anand Mehra [member] | |||
Disclosure of options held by the members of supervisory board [line Items] | |||
Remuneration for former employees | 74,312 | 123,298 | 111,641 |
Gregory Perry [member] | |||
Disclosure of options held by the members of supervisory board [line Items] | |||
Remuneration for former employees | 100,153 | 144,869 | 125,721 |
Cash compensation [member] | |||
Disclosure of options held by the members of supervisory board [line Items] | |||
Remuneration for former employees | 292,231 | 252,703 | 176,620 |
Cash compensation [member] | Russell Greig [member] | |||
Disclosure of options held by the members of supervisory board [line Items] | |||
Remuneration for former employees | 38,603 | ||
Cash compensation [member] | Mark Iwicki [member] | |||
Disclosure of options held by the members of supervisory board [line Items] | |||
Remuneration for former employees | 55,066 | 59,840 | 50,394 |
Cash compensation [member] | Len Kanavy [member] | |||
Disclosure of options held by the members of supervisory board [line Items] | |||
Remuneration for former employees | 32,859 | ||
Cash compensation [member] | Wolfgang Berthold [member] | |||
Disclosure of options held by the members of supervisory board [line Items] | |||
Remuneration for former employees | 19,315 | 37,530 | 19,850 |
Cash compensation [member] | Lionel Carnot [member] | |||
Disclosure of options held by the members of supervisory board [line Items] | |||
Remuneration for former employees | 20,401 | 35,445 | 24,852 |
Cash compensation [member] | John de Koning [member] | |||
Disclosure of options held by the members of supervisory board [line Items] | |||
Remuneration for former employees | 40,768 | 38,573 | 26,230 |
Cash compensation [member] | Anand Mehra [member] | |||
Disclosure of options held by the members of supervisory board [line Items] | |||
Remuneration for former employees | 39,863 | 39,615 | 26,938 |
Cash compensation [member] | Gregory Perry [member] | |||
Disclosure of options held by the members of supervisory board [line Items] | |||
Remuneration for former employees | 45,356 | 41,700 | 28,356 |
Option cost [member] | |||
Disclosure of options held by the members of supervisory board [line Items] | |||
Remuneration for former employees | 506,550 | 573,875 | 520,322 |
Option cost [member] | Russell Greig [member] | |||
Disclosure of options held by the members of supervisory board [line Items] | |||
Remuneration for former employees | 79,333 | ||
Option cost [member] | Mark Iwicki [member] | |||
Disclosure of options held by the members of supervisory board [line Items] | |||
Remuneration for former employees | 68,666 | 120,596 | 183,367 |
Option cost [member] | Len Kanavy [member] | |||
Disclosure of options held by the members of supervisory board [line Items] | |||
Remuneration for former employees | 152,485 | ||
Option cost [member] | Wolfgang Berthold [member] | |||
Disclosure of options held by the members of supervisory board [line Items] | |||
Remuneration for former employees | 65,776 | 90,944 | 50,928 |
Option cost [member] | Lionel Carnot [member] | |||
Disclosure of options held by the members of supervisory board [line Items] | |||
Remuneration for former employees | 61,870 | 66,959 | |
Option cost [member] | John de Koning [member] | |||
Disclosure of options held by the members of supervisory board [line Items] | |||
Remuneration for former employees | 51,044 | 113,613 | 37,000 |
Option cost [member] | Anand Mehra [member] | |||
Disclosure of options held by the members of supervisory board [line Items] | |||
Remuneration for former employees | 34,449 | 83,683 | 84,703 |
Option cost [member] | Gregory Perry [member] | |||
Disclosure of options held by the members of supervisory board [line Items] | |||
Remuneration for former employees | € 54,797 | € 103,169 | € 97,365 |
Board Compensation and Key Ma_8
Board Compensation and Key Management Personnel - Summary of Average Exercise Price Per Share Held by the Members of the Supervisory Board (Detail) | 12 Months Ended | ||
Dec. 31, 2018shares€ / shares | Dec. 31, 2017shares€ / shares | Dec. 31, 2016shares€ / shares | |
Disclosure of options held by the members of supervisory board [line Items] | |||
Number of options | shares | 235,432 | 193,866 | 185,128 |
Weighted average exercise price | € / shares | € 11.52 | € 9.61 | € 7.21 |
Russell Greig [member] | |||
Disclosure of options held by the members of supervisory board [line Items] | |||
Number of options | shares | 9,966 | ||
Weighted average exercise price | € / shares | € 19.97 | ||
Mark Iwicki [member] | |||
Disclosure of options held by the members of supervisory board [line Items] | |||
Number of options | shares | 84,209 | 79,226 | 73,576 |
Weighted average exercise price | € / shares | € 10.07 | € 7.32 | € 6.57 |
Len Kanavy [member] | |||
Disclosure of options held by the members of supervisory board [line Items] | |||
Number of options | shares | 21,818 | ||
Weighted average exercise price | € / shares | € 16.33 | ||
Wolfgang Berthold [member] | |||
Disclosure of options held by the members of supervisory board [line Items] | |||
Number of options | shares | 36,540 | 24,040 | 26,724 |
Weighted average exercise price | € / shares | € 15.22 | € 8.90 | € 3.02 |
Lionel Carnot [member] | |||
Disclosure of options held by the members of supervisory board [line Items] | |||
Number of options | shares | 22,650 | 17,000 | |
Weighted average exercise price | € / shares | € 11.80 | € 8.87 | |
John de Koning [member] | |||
Disclosure of options held by the members of supervisory board [line Items] | |||
Number of options | shares | 27,633 | 22,650 | 17,000 |
Weighted average exercise price | € / shares | € 14.34 | € 11.80 | € 8.87 |
Anand Mehra [member] | |||
Disclosure of options held by the members of supervisory board [line Items] | |||
Number of options | shares | 27,633 | 22,650 | 17,000 |
Weighted average exercise price | € / shares | € 14.34 | € 11.80 | € 8.87 |
Gregory Perry [member] | |||
Disclosure of options held by the members of supervisory board [line Items] | |||
Number of options | shares | 27,633 | 22,650 | 17,000 |
Weighted average exercise price | € / shares | € 14.34 | € 11.80 | € 8.87 |
Gabriele Dallmann [member] | |||
Disclosure of options held by the members of supervisory board [line Items] | |||
Number of options | shares | 16,828 | ||
Weighted average exercise price | € / shares | € 3.24 |
Related Party Disclosures - Add
Related Party Disclosures - Additional Information (Detail) - EUR (€) | May 24, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2019 |
Disclosure of transactions between related parties [line items] | ||||
Percentage of severance payment paid | 50.00% | |||
Percentage of severance payment being paid in form of salary continuation over six-month period | 50.00% | |||
Accrued severance payment | € 0 | € 0 | ||
Bottom of range [member] | Cooperatief LSP Four Uitgesloten Aansprakelijkheid [member] | ||||
Disclosure of transactions between related parties [line items] | ||||
Ownership interest held by shareholders | 5.00% | |||
Bottom of range [member] | Sofinnova Venture Partners Nine Limited Partnership [member] | ||||
Disclosure of transactions between related parties [line items] | ||||
Ownership interest held by shareholders | 5.00% | |||
Top of range [member] | ||||
Disclosure of transactions between related parties [line items] | ||||
Accrued severance payment | € 100,000 | € 100,000 | ||
Top of range [member] | Biophrase BV [member] | ||||
Disclosure of transactions between related parties [line items] | ||||
Ownership interest held by shareholders | 1.00% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ / shares in Units, € in Thousands | Dec. 21, 2018EUR (€) | Dec. 21, 2018USD ($) | Dec. 20, 2018USD ($)$ / sharesshares | May 01, 2018EUR (€) | Mar. 31, 2019EUR (€)ft² | Mar. 31, 2019USD ($)ft² | Dec. 31, 2019EUR (€) | Dec. 31, 2018EUR (€)shares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017EUR (€) | Dec. 31, 2016EUR (€) | Mar. 26, 2018USD ($) |
Disclosure of commitments and contingencies [line items] | ||||||||||||
Rent and service charges expense | € 1,300 | € 600 | € 300 | |||||||||
Deposits | 300 | 100 | ||||||||||
Attorneys fees | $ | $ 8,332,453.46 | |||||||||||
Expert fees | $ | 465,390.34 | |||||||||||
Litigation expenses and costs | $ | $ 1,717,100.69 | |||||||||||
Litigation and opposition cost incurred | 1,425 | € 1,039 | € 1,490 | |||||||||
Leases agreement for corporate headquarters [member] | ||||||||||||
Disclosure of commitments and contingencies [line items] | ||||||||||||
Rental expense Per year | € 400 | |||||||||||
Operating lease term of lease agreement | 2 years | 2 years | ||||||||||
Leases expiration period | Fourth quarter of 2021 | Fourth quarter of 2021 | ||||||||||
New leases agreement for additional corporate headquarters space member | ||||||||||||
Disclosure of commitments and contingencies [line items] | ||||||||||||
Rental expense Per year | € 600 | |||||||||||
Leases expiration period | Fourth quarter of 2021 | |||||||||||
Regeneron Subscription Agreement [member] | ||||||||||||
Disclosure of commitments and contingencies [line items] | ||||||||||||
Number of common shares purchased | shares | 600,000 | 600,000 | 600,000 | |||||||||
Purchase price per common share | $ / shares | $ 25 | $ 25 | ||||||||||
Proceeds from issue of common share | € 13,100 | $ 15,000,000 | $ 15,000,000 | € 13,100 | $ 15,000,000 | |||||||
Reimbursement of expenses | $ | $ 10,500,000 | |||||||||||
Other funding commitments [member] | ||||||||||||
Disclosure of commitments and contingencies [line items] | ||||||||||||
Purchase property, plant and equipment | € 600 | |||||||||||
Non adjusting event [member] | ||||||||||||
Disclosure of commitments and contingencies [line items] | ||||||||||||
Rental expense Per year | € 4,200 | $ 4,900,000 | ||||||||||
Operating lease term of lease agreement | 7 years | 7 years | ||||||||||
Lease agreement square feet of office space | ft² | 7,583 | 7,583 | ||||||||||
Non adjusting event [member] | MIT Cambridge Real Estate LLC [member] | ||||||||||||
Disclosure of commitments and contingencies [line items] | ||||||||||||
Lease agreement square feet of office space | ft² | 7,583 | 7,583 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Future Minimum Lease Payments Under Lease (Detail) € in Thousands | Dec. 31, 2018EUR (€) |
Disclosure of finance lease and operating lease by lessee [line items] | |
Minimum lease payments payable under non cancellable operating lease | € 4,685 |
Less than one year [member] | |
Disclosure of finance lease and operating lease by lessee [line items] | |
Minimum lease payments payable under non cancellable operating lease | 1,579 |
Between one and five years [member] | |
Disclosure of finance lease and operating lease by lessee [line items] | |
Minimum lease payments payable under non cancellable operating lease | € 3,106 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - 1 months ended Mar. 31, 2019 - Non adjusting event [member] € in Millions, $ in Millions | EUR (€)ft² | USD ($)ft² |
Disclosure of Events After Reporting Period [line items] | ||
Square feet of office space under lease agreement | 7,583 | 7,583 |
Operating lease term of lease agreement | 7 years | 7 years |
Operating lease expiration date | Apr. 1, 2026 | Apr. 1, 2026 |
Rental expense Per year | € 4.2 | $ 4.9 |