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A.HISTORY AND DEVELOPMENT OF THE COMPANY
Our legal and commercial name is argenx SE. We were incorporated under the laws of the Netherlands on April 25,
2008, as a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid). From
incorporation until August 28, 2009, our research and development activities were initially performed in the Netherlands,
then Belgium, by argenx N.V. and its legal predecessors. Since August 28, 2009, all our research and development
activities have been performed by our wholly-owned subsidiary, argenx BV, under a license provided by argenx N.V.
Throughout this time, argenx BV assigned all resulting intellectual property to argenx N.V. On May 28, 2014, we
converted to a Dutch public company with limited liability (naamloze vennootschap). On April 26, 2017, we converted
to a Dutch European public company with limited liability (Societas Europaea or SE). On May 5, 2017, we transferred
the legal ownership of all intellectual property rights of argenx SE to argenx BV, effective retroactively as of January 1,
2017. As a result, since January 1, 2017, (i) argenx BV holds all legal and economic ownership of our intellectual
property rights, and (ii) the research and development agreement between argenx SE and argenx BV has been
terminated.
Our official seat is in Amsterdam, the Netherlands, and our registered office is at Laarderhoogtweg 25,
1101 EB Amsterdam, the Netherlands. We are registered with the trade register of the Dutch Chamber of Commerce
under number 24435214. Our European legal entity identifier number (LEI) is 7245009C5FZE6G9ODQ71. Our
telephone number is +31 (0) 10 70 38 441. Our website address is www.argenx.com. This website is not incorporated by
reference in this Annual Report. The SEC maintains an Internet site that contains reports, proxy and information
statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov. The registered
agent for service of process in the U.S. is CT Corporation System, with an address at 111 8th Avenue, New York, NY
10011.
For information on our capital expenditure for the years ended December 31, 2025, 2024 and 2023, please see
“Note 4 — Property, Plant and Equipment” and “Note 5 — Intangible Assets” in our consolidated financial statements
which are included at the end of this Annual Report on Form 20-F for the period ended December 31, 2025. We
anticipate our capital expenditure in 2026 to be financed from the cash flows from operating activities and cash reserves.
For more information on our capital expenditures and requirements, see “Item 5.B. — Liquidity and Capital Resources —
Cash Flows — Operating and Capital Expenditure Requirements” in our Annual Report for the period ended
December 31, 2025.
No takeover bid has been instigated by third parties in respect of our equity during the current or previous fiscal years.
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B.BUSINESS OVERVIEW
Our legal and commercial name is argenx SE. We were incorporated under the laws of the Netherlands on April 25,
2008, as a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid). From
incorporation until August 28, 2009, our research and development activities were initially performed in the Netherlands,
then Belgium, by argenx N.V. and its legal predecessors. Since August 28, 2009, all our research and development
activities have been performed by our wholly-owned subsidiary, argenx BV, under a license provided by argenx N.V.
Throughout this time, argenx BV assigned all resulting intellectual property to argenx N.V. On May 28, 2014, we
converted to a Dutch public company with limited liability (naamloze vennootschap). On April 26, 2017, we converted
to a Dutch European public company with limited liability (Societas Europaea or SE). On May 5, 2017, we transferred
the legal ownership of all intellectual property rights of argenx SE to argenx BV, effective retroactively as of January 1,
2017. As a result, since January 1, 2017, (i) argenx BV holds all legal and economic ownership of our intellectual
property rights, and (ii) the research and development agreement between argenx SE and argenx BV has been
terminated.
For additional information regarding our Company’s principal markets and revenue breakdown, see “Item 5.A. —
Operating Results” in our Annual Report for the period ended December 31, 2025.
2025 In Brief
Operational Highlights
2025 was a year of strong execution as we advanced our long‑term commitment to patients under Vision 2030: aiming to
treat 50,000 patients globally, secure 10 labeled indications across all approved medicines, and advance five pipeline
candidates into Phase 3 development by 2030. We made significant progress executing against this goal throughout the
year, by expanding our global reach with VYVGART in two blockbuster indications, advancing 10 ongoing
registrational clinical trials, and completed our goal to bring forward four Phase 1 molecules by the end of the decade.
Throughout 2025, VYVGART continued to deliver meaningful impact for patients globally, reaching more than 19,000
patients across three indications (gMG, CIDP, and ITP) and three product presentations. We successfully launched our
PFS, which expanded access to new patient segments and enabled more convenient treatment options. In gMG, we
strengthened our position as the #1 prescribed and fastest‑growing biologic, supported by increasingly earlier use in the
treatment paradigm and continued expansion into broader patient populations. Positive topline data from the
Seronegative gMG clinical trial strengthened our ambition to be the treatment of choice and to pursue the broadest MG
label to date. In CIDP, real‑world outcomes continued to validate the ADHERE results, with physicians reporting
sustained functional improvement and patients experiencing greater independence and quality of life. This strong
commercial execution resulted in a milestone for the Company, with VYVGART surpassing $1 billion in product net
sales in a single quarter for the first time in the third quarter of 2025.
Across the pipeline, we made meaningful progress on a broad set of programs. We advanced efgartigimod through
additional Phase 3 clinical trials that are expected to read out in 2026: Myositis and ITP, each supported by compelling
biology and robust clinical or proof‑of‑concept data. Together, we believe these programs strengthen efgartigimod’s
position as a foundational FcRn‑based therapy with potential across multiple high‑need autoimmune diseases.
Our second asset, empasiprubart, advanced notably with three Phase 3 clinical trials underway in MMN and CIDP. As a
first‑in‑class antibody targeting complement C2, we further expanded our understanding of C2 biology and its potential
to set a new bar for treatment outcomes in immune‑mediated neuromuscular diseases. Momentum also continued with
adimanebart (ARGX‑119), which entered Phase 3 development in CMS and progressed in a proof-of-concept clinical
trial in spinal muscular atrophy (SMA). Across our early‑stage portfolio, we advanced key next‑generation programs,
which include ARGX-213 and ARGX-124. We have a highly productive IIP, our engine for sourcing novel biology and
accelerating differentiated medicines, with over 25 active programs. Together, these achievements and the progress
across our pipeline position us well for the year ahead as we prepare for multiple registrational readouts and continued
expansion of our global patient impact.
Corporate Achievements
•Subject to shareholder approval, Karen Massey, current COO, will transition to CEO and Executive Director and Tim
Van Hauwermeiren, current CEO, will transition to Non-Executive Chairperson of the Board of Directors.
•In 2025, Sandrine Piret-Gérard was appointed Chief Commercialization Officer. Sandrine joins from Gilead, where
she lead the U.S. commercial organization.
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•Anthony Rosenberg, who has served as a non-executive director since April 2017, was reappointed as a non-
executive director and vice-chairperson of the Board of Directors for a term of 2 years.
•Expansion to 1,863 full-time employees (as of December 31, 2025) to support further growth of our business,
including fully staffed commercial teams in the U.S., Europe, Japan and Canada.
2025 Financial Highlights
•Product net sales of $4.2 billion
•Research & development of $1.4 billion
•Financial Strength to Invest in Sustainable innovation.
2026 Outlook
2026 marks a defining year on the path to Vision 2030 with three strategic priorities:
•Impact more patients globally with VYVGART, driving broader adoption across current patient populations and
unlocking new opportunities with potential label expansions
•Shape the long-term future of FcRn medicines, advancing future FcRn molecules, innovative delivery modalities and
combination approaches designed to transform patient outcomes
•Deliver next wave of immunology innovation, accelerating empasiprubart and diversified pipeline of first-in-class
molecules to drive sustainable value creation
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The table above is subject to risks and uncertainties that may materially impact the achievement of our 2026 outlook. For
more information, please refer to “Item 3.D. — Risk Factors” of this Annual Report for a discussion of such risks and
uncertainties.
Our Medicines
VYVGART and VYVGART HYTRULO is a first-and-only immunoglobulin G (IgG) Fc-antibody fragment that targets
the FcRn. It is approved for the treatment in three indications, including gMG and CIDP globally and ITP in Japan (as
VYVDURA).
Our Pipeline
•efgartigimod is an IgG1 antibody Fc fragment that has been engineered for increased affinity to FcRn compared to
endogenous IgG. Efgartigimod selectively reduces IgG by blocking FcRn-mediated IgG recycling without impacting
antibody production or affecting other parts of the immune system. It is approved in three indications, including
gMG, CIDP and ITP, and is being evaluated in more than ten additional serious autoimmune indications.
•empasiprubart (C2 inhibitor) is a novel complement inhibitor targeting C2, blocking the function of both the classical
and lectin pathways while leaving the alternative pathway intact. We believe empasiprubart has the potential to be a
pipeline-in-a-product candidate and is being evaluated in two indications currently in Phase 3 clinical trials.
•adimanebart (MusK agonist): adimanebart is an agonist SIMPLE ANTIBODY™ to the MuSK receptor with potential
in multiple neuromuscular indications. It is currently in clinical trials for CMS (Phase 3 clinical trial) and SMA
(Phase 2).
•Earlier Stage Programs:
◦Two future FcRn molecules are progressing: ARGX-213, an FcRn-targeted antibody engineered for half-life
extension and sustained IgG reduction, and ARGX-124, a first-in-class FcRn pipeline candidate.
◦ARGX-109 (targeting IL-6) and ARGX-121 (a first-in-class molecule targeting immunoglobulin A (IgA)) are also
progressing.
◦Entered into a research collaboration with Tensegrity Pharma, including an option for future acquisition, to
advance Tensegrity’s lead program TSP-101 in autoimmune disease and other indications.
◦Three new molecules expected to enter Phase 1 clinical trials in 2026, including ARGX-118, a first-in-class
molecule targeting Galectin-10, ARGX-125, a first-in-class bispecific antibody, and TSP-101, targeting Fn14.
•In addition to our wholly-owned pipeline, we have candidates that emerged from our IIP that we out-licensed to a
partner for further development and for which we have milestone, royalty or profit-share agreements. These
candidates include, amongst others: cusatuzumab (anti-CD70 antibody – OncoVerity), ARGX-112 (LP-0145 – anti-
IL-22R antibody – LEO Pharma), ARGX-114 (AGMB-101 – agonistic anti-MET antibody – Agomab) and
ARGX-115 (ABBV-151 – anti-GARP antibody – AbbVie).
Immunology Innovation Program (IIP)
Our IIP is the engine behind our robust and expansive pipeline. By fostering deep, ongoing collaboration between
leading academic researchers and our in-house antibody engineers, we aim to translate breakthrough science into first-in-
class therapies across multiple indications. This co-creation model has enabled every candidate in our wholly owned and
partnered pipelines to emerge from IIP collaborations, underscoring our ability to identify and advance novel targets with
speed and precision.
Our approach is designed for scale and sustainability: we run parallel development programs, optimize trial design for
efficiency, and maintain a relentless focus on unmet patient needs. This strategy has delivered measurable results –
accelerating our path to profitability, driving strong commercial growth, and positioning argenx as a leader in
immunology innovation. By integrating the aspirations of patients and the insights of healthcare professionals into every
stage of discovery and development, we are not only building a differentiated pipeline but also setting new standards for
impact and value creation in the sector.We bring to the collaboration our unique suite of antibody discovery and
antibody engineering technologies and experience in clinical development to complement our partners’ expertise in
disease and target biology. Our suite of technologies includes amongst others our SIMPLE ANTIBODY™ platform
technology and NHANCE™, ABDEG™, POTELLIGENT®, and DHS mutations that focus on engineering the Fc region
of antibodies in order to augment their intrinsic therapeutic properties.
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Our Suite of Technologies
•SIMPLE ANTIBODY™ platform technology: Our proprietary SIMPLE ANTIBODY™ platform technology, based
on the powerful llama immune system, allows us to exploit novel and complex disease biology targets. The platform
sources antibody variable regions (V-regions) from the immune system of outbred llamas, each of which has a
different genetic background. The llama produces highly diverse panels of antibodies with a high human homology,
or similarity, in their V-regions when immunized with targets of human disease. Our SIMPLE ANTIBODY™
platform technology allows us to access and explore a broad target universe while potentially minimizing the long
timelines associated with generating antibody candidates using traditional methods.
•NHANCE™, ABDEG™, POTELLIGENT®, and DHS mutations focus on engineering the Fc region of antibodies in
order to augment their intrinsic therapeutic properties. In addition, we obtained a non-exclusive research license and
option from Chugai Pharmaceutical Co., Ltd. for the SMART-Ig® (“Recycling Antibody” and part of “Sweeping
Antibody”) and ACT-Ig® (Antibody half-life extending) technologies. These technologies are designed to enable us to
expand the therapeutic index of our product candidates, which is the ratio between toxic and therapeutic dose, by
potentially modifying their half-life, tissue penetration, rate of disease target clearance and potency.
Our Products and Product Candidates
The following table summarizes key information on our portfolio of lead products and product candidates as of the date
of this Annual Report.
Program Indication Preclinical Phase 1 Proof of Concept Registrational Commercial
VYVGART gMG
ITP (Japan)
VYVGART HYTRULO gMG
CIDP
efgartigimod Seronegative gMG
Ocular MG
Primary ITP
Graves’ Disease
Myositis
SjD
Systemic Sclerosis
AMR
empasiprubart MMN
DGF
CIDP
adimanebart CMS
SMA
ARGX-213 Undisclosed
ARGX-121 IgA Nephropathy
ARGX-124 Undisclosed
ARGX-109 Undisclosed
TSP-101 Undisclosed
ARGX-118 Undisclosed
ARGX-125 Undisclosed
NEUROLOGY NEPHROLOGY AND HEMATOLOGY ENDOCRINOLOGY RHEUMATOLOGY UNDISCLOSED
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Our Programs
VYVGART
\Approvals and Regulatory Plan
VYVGART is approved in more than 30 countries with three active indications (gMG, CIDP and ITP) and three
presentations (IV, SC, PFS). More approvals and launches of VYVGART in multiple jurisdictions and countries are
planned following pricing and reimbursement negotiations. The following table summarizes the status of regulatory
approvals for VYVGART as of February 2026:
Product Indication Geography Regulatory Status
VYVGART IV VYVGART gMG US Approved
VYVGART gMG Europe Approved
VYVGART gMG Canada Approved
VYVGART gMG Israel Approved
VYVGART gMG Japan Approved
VYVGART gMG The UK Approved
VYVGART gMG China Approved
VYVGART gMG Australia Approved
VYVGART gMG Kuwait Approved
VYVGART gMG Saudi Arabia Approved
VYVGART gMG Korea (the Republic of) Approved
VYVGART gMG United Arab Emirates Approved
VYVGART gMG Switzerland Approved
Pending gMG Brazil Submitted
VYVGART gMG Singapore Approved
VYVGART ITP Japan Approved
VYVGART SC VYVGART HYTRULO gMG US Approved
VYVGART HYTRULO CIDP US Approved
VYVGART gMG Australia Approved
VYVGART CIDP Australia Submitted
VYVGART gMG Europe Approved
VYVGART CIDP Europe Approved
VYVGART gMG Switzerland Approved
VYVGART CIDP Switzerland Submitted
VYVGART gMG The UK Approved
VYVGART CIDP The UK Approved
VYVGART SC gMG Israel Approved
VYVGART HYTRULO gMG China Approved
VYVGART HYTRULO CIDP China Approved
VYVDURA gMG Japan Approved
VYVDURA CIDP Japan Approved
PFS VYVDURA gMG Japan Approved
VYVDURA CIDP Japan Approved
VYVGART HYTRULO gMG U.S. Approved
VYVGART HYTRULO CIDP U.S. Approved
VYVGART gMG Europe Approved
VYVGART CIDP Europe Approved
VYVGART SC gMG Canada Approved
VYVGART SC CIDP Canada Approved
VYVGART gMG The UK Approved
VYVGART CIDP The UK Approved
VYVGART gMG Australia Approved
VYVGART CIDP Australia Submitted
VYVGART Switzerland Submitted
VYVGART gMG Israel Submitted
VYVGART CIDP Israel Submitted
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Commercialization
We have established our own sales force in the U.S., Japan, Europe and Canada for VYVGART for the treatment of
gMG and CIDP (where approved). We plan to expand our own sales and marketing capabilities and promote our
products and product candidates in other regions if we decide there is a business case to do so after regulatory approval
has been obtained.
Development and commercialization may also be done through collaborations with third parties. In January 2021, we
entered into an exclusive out-license agreement with Zai Lab (Zai Lab Agreement), a commercial-stage
biopharmaceutical company, for the development and commercialization of efgartigimod in Greater China, (which
includes Mainland China, Hong Kong, Taiwan and Macau, Greater China). Zai Lab announced approval of VYVGART
in Mainland China in June 2023 for the treatment of adult gMG patients and in 2024 Zai Lab also announced the
approval of VYVGART SC for gMG and CIDP. Under the Zai Lab Agreement, we received and continue to be eligible
for certain sales-based milestone payments and royalties based on annual product net sales of efgartigimod in Greater
China.
We intend to continue expanding into new markets and will evaluate the most appropriate commercialization approach
for each territory, whether through our own commercial organization or through additional distribution partnerships.
In the U.S., argenx advertises certain products via digital and traditional media channels, including the internet and
television.
For a discussion of total revenues by geographic market, please see “Note 16 — Segment Reporting” in our consolidated
financial statements which are included in our Annual Report for the period ended December 31, 2025.
Pre-Approval Access Program
We are committed to improving the lives of people suffering from rare diseases. We are driven to discover new
treatment approaches fueled by the resilience of patients to urgently deliver them. We aim to do this in partnership; we
listen to patients, supporters and advocacy communities, and we hear their stories. Their insights guide us as we develop
our investigational therapies and motivate us to advance the understanding of rare diseases.
We have a Pre-Approval Access program (PAA) for patients with gMG which opened on February 21, 2021 for patients
who are unable to participate in an ongoing clinical trial. In 2024, we approved access to this PAA for over 403 gMG
patients in 14 countries. The PAA program remains open in countries where VYVGART is not yet launched or
reimbursed.
efgartigimod (ARGX-113) Development
Mechanism of Action
As shown in Figure 1, efgartigimod is a human IgG1 Fc fragment equipped with our ABDEG™ mutations that is
designed to target the FcRn and reduce IgG. FcRn is foundational to the immune system and functions to recycle IgG,
extending its serum half-life over other IgGs that are not recycled by FcRn. IgGs that bind to FcRn are rescued from
lysosomal degradation. By binding to FcRn, efgartigimod can reduce IgG recycling and increase IgG degradation.
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Figure 1: efgartigimod’s mechanism of action blocks the recycling of IgG antibodies and removes them from circulation.
FcRn, neonatal Fc receptor; Ig, immunoglobulin; LDL, low-density lipoprotein.
1) Ulrichts P, et al. J Clin Invest. 2018;128:4372–86
6) Roopenian DC, Akilesh S. Nat Rev Immunol. 2007;7:715–25.
7) Ward ES, Ober RJ. Trends Pharmacol Sci. 2018;39:892–904.
Formulations
Overview
We are developing two formulations of efgartigimod to address the needs of patients, physicians, and payers across
indications and geographies, including efgartigimod IV (VYVGART) and efgartigimod SC (VYVGART SC).
efgartigimod Indications
Clinical trial overview
Clinical Trial Stage Indication Patients Primary Endpoint Status
ADAPT Registrational gMG The proportion of responders based on the Myasthenia Gravis Activities of Daily Living (MG-ADL) score Marketed
ADAPT-SC Registrational gMG The proportion of responders based on the Myasthenia Gravis Activities of Daily Living (MG-ADL) score Marketed
ADAPT-SERON Registrational Seronegative gMG 119 MG-ADL total score change from baseline to day 29 (w4) Positive clinical trial results reported in 2025 with expected PDUFA date of May 10, 2026
ADAPT-OCULUS Registrational Ocular MG 141 Change in MGII PRO ocular score from baseline to day 29 (w4) Positive clinical trial results reported in February 2026
ADHERE Registrational CIDP 322 The hazard ratio for the time to first adjusted INCAT deterioration Marketed
ADVANCE-IV Registrational ITP The proportion of patients that achieved sustained platelet response Marketed
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Clinical Trial Stage Indication Patients Primary Endpoint Status
ADVANCE-NXT Registrational ITP 63 Extent of disease control (cumulative number of weeks over the planned 24-week treatment period with platelet counts of ≥ 50×109/L Ongoing clinical trial results expected in 4Q 2026
ALKIVIA Registrational Myositis Target 240 The total improvement score (TIS) at the end of treatment period Ongoing clinical trial results expected in 3Q 2026
UNITY Registrational SjD Target 580 The change from baseline on the ClinESSDAI score (w48) Ongoing clinical trial results expected in 2H 2027
In partnership with Zai Lab PoC LN Target 60 The change in urine protein creatinine ratio from baseline to end of the treatment period Clinical trial discontinued in 2025
uplighTED Registrational TED Target 108/trial Percentage of participants who were proptosis responders at week 24 Clinical trial discontinued in 2025
shAMRock PoC AMR Target 30 Safety and tolerability. Efficacy measures such as estimated glomerular filtration rate, histology and urine protein creatinine ratio are captured in the secondary endpoints Ongoing clinical trial
ADAPT-JUNIOR IV Phase 2/3 gMG Target over 12 To confirm an age-adjusted optimum dose of efgartigimod IV and provide (model-predicted) evidence for a treatment response Ongoing clinical trial
ADAPT-JUNIOR SC Phase 2/3 gMG Target over 12 To confirm an appropriate dose of efgartigimod PH20 SC in pediatric participants with gMG Ongoing clinical trial
Other clinical trials PoC AIE To be confirmed Ongoing clinical trial
PoC AIM To be confirmed To be confirmed Ongoing clinical trial
gMG
Overview
gMG is a rare, chronic autoimmune disease in which pathogenic IgG autoantibodies disrupt neuromuscular signaling,
leading to fluctuating and sometimes life‑threatening muscle weakness. Autoantibodies block or remove acetylcholine
receptors and activate complement, damaging the neuromuscular junction. MG often begins with ocular symptoms such
as ptosis and diplopia, and approximately 85% of patients progress to generalized MG (gMG), which can impair bulbar,
limb, and respiratory function. Respiratory crises occur in 15–20% of patients. MG prevalence in the U.S. is estimated at
approximately 20 per 100,000, and roughly 85% of gMG patients have detectable AChR antibodies.
efgartigimod has demonstrated consistent and robust clinical benefit across MG populations. Pivotal ADAPT data
formed the basis for global approvals of VYVGART IV, and positive ADAPT‑SC results supported approval of the
subcutaneous formulation. In 2025, we reported positive topline results from ADAPT‑SERON, our Phase 3 clinical trial
in anti‑AChR antibody‑negative gMG, demonstrating a clear treatment effect and reinforcing the broad applicability of
FcRn across MG subtypes. These data support our supplemental regulatory submission to expand VYVGART into the
seronegative population, which was accpeted for priority review with an expected PDUFA target action date of May 10,
2026. We also reported positive data from our ADAPT OCULUS clinical trial, which met its primary endpoint, showing
that patients living with oMG and treated with VYVGART demonstrated statistically significant improvement from
baseline in Myasthenia Impairment Index (MGII) Patient Reported Outcome (PRO) ocular scores at Week 4 compared
to placebo. The results support our supplemental regulatory submissions to expand VYVGART into the ocular MG
population. We also have ongoing clinical trials in pediatric gMG patients (ADAPT-JUNIOR) with efgartigimod IV and
efgartigimod SC.
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CIDP
Overview
CIDP is a chronic autoimmune disorder of peripheral nerves and nerve roots caused by an autoimmune-mediated
destruction of the myelin sheath, or myelin producing cells, insulating the axon of the nerves and enabling speed of
signal transduction. The cause of CIDP is unknown, but abnormalities in both cellular and humoral immunity have been
shown. CIDP is a chronic and progressive disease: onset and progression occur over at least eight weeks in contrast with
the more acute Guillain-Barré-syndrome. Demyelination and axonal damage in CIDP lead to loss of sensory and/or
motor neuron function, which can lead to weakness, sensory loss, imbalance and/or pain. The U.S. prevalence is
estimated at approximately 42,000 patients, of whom roughly 24,000 receive treatment. Most patients rely on IVIg as
first‑line therapy, while glucocorticoids, plasma exchange, and other immunosuppressants are used less frequently given
safety, tolerability, and access limitations.
In July 2023, the pivotal ADHERE clinical trial demonstrated that VYVGART SC significantly reduced the risk of
relapse compared to placebo and provided evidence that pathogenic IgG autoantibodies play an important role in CIDP
biology. Sixty‑seven percent of patients entering the open‑label Stage A improved clinically, and efgartigimod SC was
well tolerated with a safety profile consistent with prior clinical trials. Nearly all eligible patients (99%) continued into
the ADHERE‑Plus OLE. Based on these data, VYVGART SC received regulatory approvals in the U.S. in June 2024, in
China in November 2024, and in Japan in December 2024, with regulatory review ongoing in additional jurisdictions,
including the EU.
Primary ITP
Overview
Primary ITP is an acquired autoimmune bleeding disorder, characterized by a low platelet count
(<100×109/L) in the absence of other causes associated with thrombocytopenia. In most patients, IgG autoantibodies
directed against platelet receptors can be detected. They accelerate platelet clearance and destruction, inhibit platelet
production, and impair platelet function, resulting in increased risk of bleeding and impaired quality of life. Primary ITP
is differentiated from secondary ITP, which is associated with other illnesses, such as infections or autoimmune diseases,
or which occurs after transfusion or taking other drugs, such as cancer drugs. Platelet deficiency, or thrombocytopenia,
can cause bleeding in tissues, bruising and slow blood clotting after injury. Patients may suffer from depression and
fatigue as well as side effects of existing therapies, impairing their quality of life. Current therapeutic approaches include
non-specific immunosuppression (e.g., steroids and rituximab), inhibition of platelet clearance (e.g., splenectomy, IVIg,
anti-D globulin, and spleen tyrosine kinase inhibitor fostamatinib13) or stimulation of platelet production (e.g.,
thrombopoietin receptor agonist TPO-RA). Splenectomy remains the only treatment that provides sustained remission
off therapy for one year or longer for a high proportion of patients. ITP affects approximately 72,000 patients in the U.S.
In 2022, the Phase 3 ADVANCE (IV) clinical trial met its primary endpoint, demonstrating that a higher proportion of
chronic ITP patients receiving efgartigimod achieved a sustained platelet count response compared to placebo. These
results supported approval of efgartigimod for ITP in Japan. In 2023, the accompanying subcutaneous clinical trial,
ADVANCE‑SC, did not meet its primary endpoint. To fulfill the requirement for two well-controlled trials needed for
global registration, argenx is now conducting ADVANCE‑NEXT, a Phase 3, randomized, double‑blinded,
placebo‑controlled trial evaluating efgartigimod IV in adults with primary ITP. ADVANCE-NEXT remains ongoing,
with topline Phase 3 results expected in the fourth quarter of 2026.
AIM
Overview
AIM are a rare and heterogeneous group of autoimmune diseases that can affect muscle alone or multiple organ systems,
including the skin, joints, lungs, gastrointestinal tract, and heart. These conditions are severe, disabling, and materially
impact quality of life. Advances in understanding disease biology and the discovery of characteristic autoantibodies have
led to clearer differentiation of AIM into clinically meaningful subtypes, including immune‑mediated necrotizing
myopathy (IMNM), antisynthetase syndrome (ASyS), and dermatomyositis (DM). Each subtype presents with distinct
autoantibody profiles and manifestations, though proximal muscle weakness remains a defining feature across AIM.
Today, there are no FDA‑approved therapies for IMNM or ASyS, and treatment is largely dependent on steroids or
broad immunosuppressants; IVIg was approved for DM in 2021.
argenx is advancing the registrational ALKIVIA clinical trial of efgartigimod SC for the treatment of AIM. ALKIVIA is
a seamless Phase 2/3 clinical trial enrolling approximately 240 patients across IMNM, ASyS, and DM, with Total
Improvement Score (TIS) as the primary endpoint and a broad set of functional and quality‑of‑life secondary measures.
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In November 2024, following achievement of statistical significance on the primary endpoint in the Phase 2 portion and
consistent improvement across all six core components of the TIS, argenx announced a ‘GO’ decision to proceed with
the Phase 3 portion in all three AIM subtypes. Safety and tolerability were consistent with the known profile of
efgartigimod. ALKIVIA remains ongoing, with topline Phase 3 results expected in the third quarter of 2026.
SjD
Overview
SjD is a chronic, progressive autoimmune disease, characterized by lymphocytic infiltration and progressive destruction
of exocrine glands. B-cells play a pivotal role in the development of the disease and this results amongst others in
production of IgG autoantibodies, especially those which target SSA/Ro, SSB/La ribonuclear complexes. In addition to
symptoms of dry eyes, dry mouth, chronic pain and fatigue, a substantial subset of patients suffer from extraglandular
systemic disease. There are no FDA-approved treatments currently registered for the treatment of SjD.
argenx is advancing the registrational UNITY clinical trial of efgartigimod SC for the treatment of SjD. UNITY is a
Phase 3, randomized, placebo‑controlled, double‑blind clinical trial assessing the safety and efficacy of efgartigimod SC
in 480 patients with at least moderate systemic disease (ClinESSDAI ≥6) who are on stable background therapy and
positive for anti‑SSA/Ro. After the 48‑week treatment period, eligible participants may roll over into an OLE. The
primary endpoint is change from baseline in clinESSDAI, with key secondary endpoints focused on patient‑reported
outcomes, ESSDAI, and STAR. UNITY remains ongoing, with topline Phase 3 results expected in the second half of
2027.
empasiprubart (ARGX-117) Development
Mechanism of Action
empasiprubart is a differentiated therapeutic mAb targeting C2 equipped with our proprietary NHANCE™ mutations.
By addressing a novel target at the intersection of the complement and lectin pathways of the complement cascade, we
believe empasiprubart represents a broad pipeline opportunity across several severe autoimmune indications. Activation
of the classical and lectin pathway of complement may contribute to tissue damage and organ dysfunction in a number of
autoimmune inflammatory diseases and ischemia-reperfusion conditions. Targeting C2 also leaves the alternative
pathway of the complement system intact, which is an important component of the innate defense system.
empasiprubart exhibits both pH- and calcium dependent binding. These unique characteristics enable empasiprubart to
capture free C2 in circulation and release it in the endosome to be sorted for degradation in the lysosome. empasiprubart
is equipped with NHANCE™ mutations increasing its affinity for FcRn and allowing it to recycle back into circulation
to capture more C2.
In addition to an IV formulation, we have exclusive access to Halozyme’s ENHANZE® SC drug delivery technology for
the C2 target.
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Figure 2: empasiprubart mechanism of action. C2, complement component 2; FcRn, neonatal Fc receptor; IgG,
immunoglobulin G.
1) Van de Walle I, et al. J Allergy Clin Immunol. 2021;147:1420–9.
2) Vaccaro C, et al. Proc Natl Acad Sci. 2006;103:18709–14.
3) Brinkhaus M, et al. Nat Commun. 2022;13:6073.
empasiprubart Indications
MMN
Overview
MMN is a debilitating neuromuscular autoimmune disorder that is characterized by slowly progressive muscle weakness
due to motor neuron degeneration. It mainly affects hands and forearms, mainly in males, and the median age of
diagnosis is around 40 years. Diagnosis takes about a year and a half and is often misdiagnosed as ALS. There are
estimated to be around 12,000 patients across key markets.
Specific pathophysiologic characteristics of MMN include the presence of IgM autoantibodies against the ganglioside
GM1 and conduction block, i.e., impaired propagation of action potentials along the axon.
GM1 is widely expressed in the nervous system by neurons, particularly around the nodes of Ranvier, and Schwann
cells.
IVIg is the only approved treatment for MMN and needs to be dosed frequently to address the disease’s progressive
nature.
Phase 2 POC ARDA Clinical Trial
The Phase 2 POC ARDA clinical trial was a randomized, double‑blinded, placebo‑controlled multicenter clinical trial
evaluating the safety and tolerability, efficacy, PK, PD, and immunogenicity of two dose regimens of empasiprubart in
adults with MMN. Safety and tolerability were the primary endpoint and additional endpoints included time to IVIg
retreatment, biomarker analyses of C2 levels, and changes in key functional scores (modified medical research
council‑10 sum score, grip strength, MMN‑RODS) as well as several patient‑reported quality‑of‑life measures (fatigue
severity score (FSS), chronic acquired polyneuropathy patient‑reported index (CAP‑PRI), and patient global impression
change scale). In 2024, argenx announced positive data from the first cohort (n=16), which were confirmed with the
second cohort (n=16) in July 2024, establishing POC in MMN, with empasiprubart demonstrating a 91% reduction in the
need for IVIg rescue compared to placebo [HR (95% CI)=0.09 (0.02; 0.44)] in cohort 1 and an 84% reduction in IVIg
rescue compared to placebo [HR (95% CI)=0.16 (0.02; 1.54)] in cohort 2.
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Based on these results argenx initiated the EMPASSION Phase 3 clinical trial evaluating empasiprubart in MMN head to
head with IVIg at the end of 2024.
Phase 3 EMPASSION Clinical Trial Design
A Phase 3, randomized, double-blinded, double-dummy clinical trial evaluating the efficacy and safety
of empasiprubart versus intravenous immunoglobulin in adults with multifocal motor neuropathy. The clinical trial
comprises a screening period of up to 15 weeks, including a minimum of 2 IVIg cycles; a
24-week (6-month), randomized, double-blinded, double-dummy treatment period (part A) evaluating the efficacy and
safety of empasiprubart vs IVIg continuation; a 24-month OLE period (part B); and a 15-month safety follow-up period
starting after the last dose of IMP. The primary objective is to demonstrate the efficacy of empasiprubart compared to
IVIg in improving functional ability. This will be measured by change from baseline in the 25-item MMN-RODS centile
score at week 24. Additional key secondary endpoints include changes in measurements on key functional scores
(modified medical research council -14 sum score, grip strength) as well as patient-reported quality of life outcome
measures (polyneuropathy patient-reported index, and values of the patient global impression change scale and
evaluation of manual dexterity using 9HPT.
DGF
Delayed graft function (DGF), defined as the need for dialysis in the first week after kidney transplant, affects up to 40%
of deceased‑donor recipients and is associated with poorer long‑term outcomes. Decision for Phase 2 VARVARA
clinical trial is now expected mid-year 2026 to complete 52-week efficacy analysis
CIDP
Overview
Please refer to “Item 4.B — efgartigimod Indications” (CIDP) for more information on CIDP.
Phase 3 EMVIGORATE and EMNERGIZE Clinical Trials
argenx is advancing two Phase 3 clinical trials of empasiprubart in CIDP: EMVIGORATE and EMNERGIZE.
EMVIGORATE is a head‑to‑head clinical trial comparing empasiprubart to IVIg in adults with CIDP. EMNERGIZE is a
randomized, placebo‑controlled clinical trial evaluating the efficacy and safety of empasiprubart. Topline results from
both EMVIGORATE and EMNERGIZE are expected in the second half of 2027.
adimanebart (ARGX-119) Development
adimanebart is a humanized agonist monoclonal antibody that specifically targets and activates MuSK to promote
maturation and stabilization of the NMJ, with planned development across severe neuromuscular diseases including
CMS, ALS, and SMA. It is the first highly specific agonist mAb targeting human MuSK and was developed using the
SIMPLE ANTIBODY™ platform in collaboration with leading experts, with preclinical proof‑of‑concept demonstrated
in a DOK7‑CMS model.
A Phase 3 clinical trial in CMS is expected to initiate in the third quarter of 2026, following positive results from the
Phase 1b clinical trial.
A proof-of-concept clinical trial is also ongoing in SMA.
Strategy and Objectives
Company’s Strategies
Our objective is to transform the lives of at least 50,000 patients and their communities before 2030 by providing them
with life-changing medicines built on scientific breakthroughs in immunology. To reach this, we aim to deliver on a set
of different goals:
•Transform the lives of 50,000 patients, by redefining treatment expectations in MG & CIDP and delivering at least
eight additional labeled indications and a second self-administered FcRn medicine by 2030.
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•Be the precision complement inhibitor that sets a new SOC and improves patient experience and outcomes across
indications, with 3+ labeled indications and five total indications in development by 2030.
•Be the leader in neuromuscular junction (NMJ) therapeutics, redefining patient expectations and reigniting hope in
one labeled indication and at least four total indications by 2030.
•Expand our pipeline of transformational innovation to enable consistent cadence of value creation for patients; >5
new molecules in late stage by 2030.
•Scale in The argenx Way to remain a unique, independent company.
•Solidify our place in the biotech ecosystem as the benchmark for entrepreneurial science delivering value for patients.
Competitive position
We participate in a highly innovative industry characterized by a rapidly growing understanding of disease biology,
quickly changing technologies, strong intellectual property barriers to entry, and a multitude of companies involved in
the creation, development and commercialization of novel therapeutics. Many of these companies are highly
sophisticated and often strategically collaborate with each other.
Competition in the autoimmune field is intense and involves multiple monoclonal antibodies (mAbs), other biologics and
small molecules either already marketed or in development by many different companies, including large pharmaceutical
companies. We compete with a wide range of biopharmaceutical companies that are developing products for the
treatment of gMG, CIDP, ITP and other autoimmune diseases, including products that are in the same class as
VYVGART, as well as products that are similar to some of our product candidates. We are aware of several FcRn
inhibitors that are in clinical development or marketed.
In addition, we may face future competition from biosimilar versions of approved biologics in the autoimmune and
immunology fields. The regulatory frameworks in the United States, Europe and other key markets could evolve in ways
that may facilitate the entry of biosimilars once reference products lose market exclusivity. While FcRn inhibitors are a
relatively new therapeutic class, the broader biologics market has seen an increase in biosimilar development and
commercial activity, supported by maturing regulatory pathways, expanding manufacturing capabilities and ongoing
payer and health‑system initiatives aimed at reducing the cost of care.
Competitive product launches may erode future sales of our products, including our existing products and those currently
under development, or result in unanticipated product obsolescence. Such launches continue to occur, and potentially
competitive products are in various stages of development. We could also face competition for use of limited
international infusion sites, particularly in new markets as competitors launch new products. We cannot predict with
accuracy the timing or impact of the introduction of competitive products that treat diseases and conditions like those
treated by our products or product candidates. In addition, our competitors compete with us to recruit and retain qualified
scientific and management personnel, establish clinical trial sites and patient registration for clinical trials, as well as in
acquiring technologies complementary to, or necessary for, the development of our products. Please refer to “Item 3.D.
— Risk Factors — Risk Factors Related to Commercialization of argenx's Products and Product Candidates, Including
for New Indications — We face significant competition for our drug discovery and development efforts”
We compete in this dynamic landscape by aiming to advancing differentiated, first‑in‑class and best‑in‑class therapies
grounded in novel biology, enabled by our deep scientific expertise and our technology platforms. Our strategy is to
innovate ahead of the field—identifying new pathways, engineering unique mechanisms of action, and continuously
expanding our understanding of Fc‑mediated biology and related immunology. We also actively protect and strengthen
our intellectual property through a comprehensive global portfolio of patents, trade secrets and proprietary know‑how
covering our product candidates, platforms and manufacturing processes. This commitment to scientific innovation and
robust IP protection is central to sustaining our competitive position and delivering long‑term value.
Manufacturing and Supply
At argenx, our manufacturing and supply strategy is built for scale, resilience, and speed, reflecting our commitment to
move science forward and deliver for patients worldwide. We utilize third-party contract manufacturers who act in
accordance with the FDA’s current good manufacturing practices (cGMPs) for the manufacture of drug substances and
drug products. We partner with a global network of contract manufacturers who share our standards for quality and
innovation, with the goal that every step, from cell bank development to large-scale drug substance production, meets the
highest industry benchmarks. Our global supply chain and distribution strategy is to serve patients in region for that
region. We work with Lonza teams based in Slough, UK, Portsmouth, U.S., Singapore and Visp, Switzerland for
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activities relating to the development of cell banks, development of our manufacturing processes and the manufacturing
of drug substance, thereby using validated and scalable systems broadly accepted in our industry. In 2022, we started our
collaboration with FUJIFILM Diosynth Biotechnologies Denmark ApS (Fujifilm) based in Hillerød, Denmark, for
activities relating to the large-scale manufacturing of efgartigimod drug substance. In 2025, we expanded our partnership
with Fujifilm to include new manufacturing site in North Carolina, U.S., strengthening our global supply chain and
supporting anticipated growth in efgartigimod and pipeline assets.
We use additional contract manufacturers to fill, label, package, store and distribute (investigational) drug products.
Intellectual Property
Introduction
We strive to protect and maintain exclusivity for the proprietary technologies that we believe are important to our
patients, business, and shareholders. We continue to pursue and maintain patent protection intended to cover core
platform technologies incorporated into, or used to produce, our product candidates and commercial products. We will
seek protection for our patient innovations in key global jurisdictions. We continue to focus our exclusivity strategies on
all aspects of our assets, including our compositions of matter, methods of use for our approved products, and other
inventions that are important to our business (e.g., the patient innovations described in our product labels/product inserts
and our core manufacturing technologies).
Our intellectual property portfolio continues to grow and keep pace with the innovations arising from our discovery,
development, and commercial efforts. We expect the total volume of patent positions under our management to increase
each year as our pipeline evolves. We currently oversee more than 500 pending applications and granted patents. More
importantly, as we continue to innovate for patients, we will work to protect our patient innovations with new intellectual
property filings to enable future reinvestment for patients.
In addition to patent protection, we rely on trademarks and trade secrets to protect aspects of our business that are not
amenable to, or that we do not consider appropriate for, patent protection, including certain aspects of our llama
immunization and antibody affinity maturation approaches.
Our commercial success depends in part upon our ability to obtain and maintain exclusivity, including regulatory
exclusivities, patent, trade secret, and other proprietary protection for commercially important technologies, inventions
and know-how related to our business. We will defend and enforce our intellectual property rights, particularly our
patent rights, and preserve the confidentiality of our trade secrets while operating without infringing valid and
enforceable intellectual property rights of others. Specifically, we are materially dependent on elements of our
regulatory, patent and other proprietary protection, including certain of those related to our core platform technologies,
described in “Item 4.B. — Business Overview — Intellectual Property — Platform Technologies” below and our product
candidates, as described in “Item 4.B. — Business Overview — Intellectual Property — Our internal Programs” below
and “Item 4.B. — Business Overview — Intellectual Property — Our Partnered Programs” below.
The patent positions for biotechnology companies like us are generally uncertain and can involve complex legal,
scientific, and factual issues. In addition, the coverage recited in the claims in a patent application can be significantly
reduced before a patent is issued, and claim scope can be reinterpreted and even challenged after issuance. As a result,
we cannot guarantee that any of our platform technologies and product candidates, or products will be protectable or
remain protected by valid and enforceable patents. We cannot accurately predict whether pending patent applications
will issue as patents in any particular jurisdiction or whether the claims of any issued patents will provide sufficient
protection from infringing competitors. Any patents we hold may be challenged, circumvented, limited or invalidated by
third parties.
The term of individual patents depends on the patent laws in the countries in which they are obtained. In most countries,
the patent term is 20 years from the earliest date of filing a non-provisional patent application.
In the U.S., the term of a patent covering an FDA-approved drug may be eligible for a limited patent term extension
under the Drug Price Competition and Patent Term Restoration Act of 1984 (Hatch-Waxman Act) as compensation for
the loss of patent term during the FDA regulatory review process as described in “Item 4.B. — Business Overview —
Regulation — Licensure and Regulation of Biologics in the U.S.” below. Similar provisions are available in the EU and
in other jurisdictions to extend the term of a patent that covers an approved drug and/or its use. It is possible that issued
U.S. patents covering each of our products/product candidates may be entitled to patent term extensions. If our product
candidates receive FDA approval, we intend to apply for patent term extensions, if available, to extend the term of
patents that cover the approved product candidates and/or their uses. We also intend to seek patent term extensions in
any jurisdictions where available. There is no guarantee that the applicable authorities, including the FDA, will agree
with our assessment of whether such extensions should be granted, and if granted, the length of such extensions.
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Platform Technologies
With regard to our platform technologies, we own or control intellectual property rights directed to our SIMPLE
ANTIBODY™ discovery platform, the ABDEG™ and NHANCE™ technologies.
With regard to our SIMPLE ANTIBODY™ discovery platform, we have a broad patent portfolio providing exclusivity
on the SIMPLE ANTIBODY™ platform. We expect to enjoy exclusivity under this patent portfolio until between 2029
and 2033.
With regard to the ABDEG™ platform, we co-own the technology with the University of Texas Southwestern Medical
Center and enjoy certain exclusive license rights. We have a broad patent portfolio covering the composition of matter
and uses of certain FcRn antagonists to achieve certain biological effects. A composition of matter patent expires in 2036
in the U.S., whereas in many other countries the base expiry date is 2034.
With regard to the NHANCE™ platform, we exclusively licensed two U.S. patents from the University of Texas
Southwestern Medical Center with composition of matter claims directed to an IgG molecule comprising a variant
human Fc domain, and method of use claims directed to a method of blocking FcRn function in a subject by providing to
the subject such an IgG molecule. The U.S. patents are expected to expire between 2027 to 2028. The patent family also
includes a granted European patent.
Our Internal Programs
efgartigimod
efgartigimod incorporates the ABDEG™ platform technology, for which we co-own the technology with the University
of Texas Southwestern Medical Center and enjoy certain exclusive license rights. We have a broad patent portfolio with
multiple patent families covering the composition of matter and uses of certain FcRn antagonists to achieve disease-
modifying effects. A composition of matter and other relevant patents arising from the same patent family in the U.S.
expire in 2036 and 2037 in Europe whereas in many other countries the base expiry date is 2034. We anticipate several
more patient innovations to evolve during development and commercialization for which we will seek additional patent
protection with later expiration dates.
Our ARGX-109 Product Candidate
With regard to our wholly-owned ARGX-109 product candidate, we have one patent family with composition of matter
claims directed to ARGX-109. The patent family has a base expiry date in 2033. We anticipate several more patient
innovations to evolve during development for which we will seek additional patent protection. Furthermore, ARGX-109
incorporates or employs the SIMPLE ANTIBODY™ platform technology and the NHANCE™ platform technology.
empasiprubart Product Candidate
With regard to the empasiprubart product candidate, we own or have rights to multiple patent families (with several
granted patents and pending patent applications in multiple jurisdictions in North America, South America, the EU and
Asia, directed to composition of matter claims and method of treatment claims. The patent families have base expiry
dates in 2034, 2039 and 2040. We anticipate several more patient innovations to evolve during development for which
we will seek additional patent protection. empasiprubart product candidate incorporates or employs the NHANCE™
platform technology.
adimanebart Product Candidate
With regard to the adimanebart product candidate, we in-licensed patent families from/with New York University
Langone Health, a U.S. medical center based in New York, and additional patent families from/with the Leiden
University Medical Centre, with a U.S. granted patent and several pending applications in multiple jurisdictions . We
anticipate several more patient innovations to evolve during development for which we will seek additional patent
protection.
Our ARGX-118 Product Candidate
With regard to the ARGX-118 product candidate, we co-own a patent portfolio with VIB, an inflammation research
center in Ghent, Brussels, and Ghent University, with one U.S. granted patent and pending patent applications in
multiple jurisdictions in North America, South America, the EU and Asia. The patent family has a base expiry date in
2039.
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Our Partnered Programs
Our cusatuzumab (ARGX-110) Product Candidate
With regard to the cusatuzumab product candidate, we have a broad patent portfolio that include claims to the
composition of matter, uses of the molecule, and other important inventions. The issued U.S. patents expire in 2032 and
2033, without taking a potential patent term extension into account. cusatuzumab incorporates or employs the SIMPLE
ANTIBODY™ and POTELLIGENT® platform technologies.
Our ARGX-115 (ABBV-151) Product Candidate
With regard to the ARGX-115 (ABBV-151) product candidate that we co-own with, and exclusively license from, the
Ludwig Institute for Cancer Research and UCL, we have a patent portfolio that includes a U.S. patent with a base expiry
date in 2034, without taking a potential patent term extension into account. There is a second family with meaningful
patent coverage to the composition of matter and epitope claims that are expected to expire in 2036 and 2038.
Furthermore, ARGX-115 (ABBV-151) incorporates or employs the SIMPLE ANTIBODY™ platform technology.
Our ARGX-112 (LP-0145) Product Candidate
With regard to the ARGX-112 (LP-0145) product candidate, we have one patent family with composition of matter
claims directed to an antibody that binds human IL-22R. The patent family has a base expiry date in 2037. Furthermore,
ARGX-112 (LP-0145) incorporates the SIMPLE ANTIBODY™ platform technology.
Collaborations and licenses
At argenx, our approach to collaboration and licensing is rooted in the conviction that progress accelerates when
boundaries are challenged and expertise is shared. We follow a disciplined strategy to maximize the value of our
pipeline. We retain full development and commercialization rights for programs where we believe our platform and
capabilities can deliver the greatest impact, ensuring we capture the full value of our innovation. At the same time, we
actively seek out partnerships with organizations that share our drive to redefine what’s possible, leveraging
complementary strengths to unlock new opportunities for patients.
Our licensing strategy is dynamic and pragmatic: we license out select intellectual property to expand the reach of our
science, while we also in-license or acquire technologies and assets that can amplify our pipeline or accelerate
development. We have partnered, and plan to continue to partner, to develop products and product candidates that we
believe have promising utility in disease areas or have patient populations that may benefit from resources of other
biopharmaceutical companies. We believe every agreement is shaped by a clear-eyed focus on execution, mutual benefit,
and the potential to create lasting change. We aim to be disciplined in our diligence and financial commitments, but not
at the expense of agility or ambition. By building alliances that transcend traditional hierarchies and by staying
relentlessly focused on unmet needs, we are not just advancing our own portfolio, we are helping to reshape the
landscape of immunology for the long term.
We also have several license agreements in place, under which we license patents, patent applications and other
intellectual property to third parties. We have also entered into several license agreements under which we license
patents, patent applications and other intellectual property from third parties. License agreements can relate to research
and development and/or commercialization of the relevant product candidates (and technologies) or products. The
licensed intellectual property covers some of our product candidates and some of the antibody engineering technologies
that we use. Some of these licenses impose various diligence and financial payment obligations on us. We expect to
continue to enter into these types of license agreements in the future.
We have entered into multiple collaboration agreements with pharmaceutical partners and license agreements, some of
which are described below.
Our Strategic Partnership with Zai Lab for efgartigimod
Pursuant to the Zai Lab Agreement, Zai Lab obtained the exclusive right to develop and commercialize efgartigimod in
Greater China. Zai Lab will also contribute patients to our global Phase 3 clinical trials of efgartigimod. Our Zai Lab
strategic collaboration allows us to accelerate development of efgartigimod into new autoimmune indications with Zai
Lab taking operational leadership of selected Phase 2 POC Clinical trials.
We are eligible to receive a one-time sales based milestone and tiered royalties based on annual net sales of efgartigimod
in Greater China thereafter.
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Our Exclusive License with Halozyme for ENHANZE®
In February 2019, we entered into an in-license agreement with Halozyme for the use of certain patents, materials and
know-how owned by Halozyme and relating to its ENHANZE®, for application in the field of prevention and treatment
of human diseases (the ENHANZE® License Agreement). Pursuant to the ENHANZE® License Agreement, we were
granted exclusive rights to apply ENHANZE® to biologic products against pre-specified targets, in order to research,
develop and commercialize SC formulations of our therapeutic antibody-based product candidates.
Our first therapeutic target for which we received an exclusive license from Halozyme was FcRn, which allows us to
apply ENHANZE® to efgartigimod and any other product candidates selective and specific for FcRn. Moreover, the
breadth of our exclusive license to FcRn precludes either Halozyme itself or any of its current or future partners from
utilizing ENHANZE® in the context of an FcRn-targeted product. Our second therapeutic target for which we received
an exclusive license from Halozyme was human C2 associated with the product candidate empasiprubart, which is being
developed to treat severe autoimmune diseases. Pursuant to the ENHANZE® License Agreement, we also have the right
to nominate future targets for an exclusive ENHANZE® license if the target in question has not already been licensed by
Halozyme or is not already being pursued by Halozyme.
We have expanded our collaboration with Halozyme for ENHANZE® drug delivery technology to additional targets for
a total of six, including FcRn and C2.
We may terminate the ENHANZE® License Agreement at any time, either in its entirety or on a target-by-target basis,
by sending Halozyme prior written notice. Absent early termination, the ENHANZE® License Agreement will
automatically expire upon the expiry of our royalty payment obligations under the agreement. In the event the
ENHANZE® License Agreement is terminated for any reason, the license granted to us would terminate but Halozyme
would grant our sublicensees a direct license following such termination. In the event the ENHANZE® License
Agreement is terminated other than for our breach, we would retain the right to sell licensed products then on hand for a
certain period of time post-termination.
Our Exclusive License with the University of Texas for NHANCE™ and ABDEG™
In February 2012, we entered into an exclusive in-license with the Board of Regents of the University of Texas System
(UT BoR) for the use of certain patent rights relating to the NHANCE™ platform for any use worldwide (the UT
Agreement). The UT Agreement was amended on December 23, 2014 to also include certain additional patent rights
relating to the ABDEG™ platform. Upon commercialization of any of our products that use the in-licensed patent rights,
we will be obligated to pay UT BoR a percentage of net sales as a royalty until the expiration of any patents covering the
product. This royalty varies with net sales volume and is subject to an adjustment for royalties we receive from a
sublicensee of our rights under the UT Agreement, but in any event does not exceed 1%. In addition, we must make
annual license maintenance payments to UT BoR until termination of the UT Agreement and we have assumed certain
development and commercial milestone payment and reimbursement obligations. We also have diligence requirements
with respect to development and commercialization of products which use the in-licensed patent rights.
Pursuant to the UT Agreement, we may grant sublicenses to third parties. If we receive any non-royalty income in
connection with such sublicenses, we must pay UT BoR a percentage of such income varying from low-middle single
digits to middle-upper single digits depending on the nature of the sublicense. Such fees are waived if a sublicensee
agrees to pay the milestone payments as set forth in the UT Agreement.
We may unilaterally terminate the UT Agreement for convenience upon prior written notice. Absent early termination,
the UT Agreement will automatically expire upon the expiration of all issued patents and filed patent applications within
the patent rights covered by the UT Agreement. Our royalty payment obligations expire, on a product-by-product and
country-by-country basis, at such time as there are no valid claims covering such product.
OncoVerity for cusatuzumab
In 2022, we, the University of Colorado Anschutz Medical Campus and the University of Colorado Health (UCHealth)
created an asset-centric spin-off, OncoVerity, Inc (OncoVerity), focused on optimizing and advancing the development
of cusatuzumab, a novel anti-CD70 antibody, in acute myeloid leukemia (AML). OncoVerity is an entity of co-creation,
combining the extensive translational biology insights from Dr. Clayton Smith, M.D. from the University of Colorado
with our experience on the CD70/CD27 pathway.
In 2023, we granted an exclusive license for cusatuzumab to OncoVerity and provided, together with a joint venture of
University of Colorado Health and University License Equity Holdings, Inc. on the University of Colorado Anschutz
Medical Campus, and funding for ongoing clinical development of cusatuzumab.
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In 2024 and 2025, we participated in a further funding round to support the continued, ongoing, clinical development of
cusatuzumab by OncoVerity.
Our Strategic Partnership with AbbVie for ARGX-115 (ABBV-151)
In 2016, we entered into a collaboration agreement with AbbVie for ARGX‑115 (ABBV‑151), targeting GARP in
oncology (the AbbVie Collaboration Agreement). After completing IND‑enabling work, AbbVie exercised its option
and assumed full responsibility for global development and commercialization. We are eligible for up to $625 million in
potential development, regulatory and commercial milestones, plus tiered royalties from the mid‑single digits to lower
teens. We also retain co‑promotion rights in the EEA and Switzerland. The agreement continues on a product‑by‑product
basis until AbbVie’s payment obligations expire, and AbbVie may terminate the AbbVie Collaboration Agreement with
prior notice.
Trade Secret Protection
In addition to patent protection, we rely on trade secret protection to ensure exclusivity for our proprietary information
that is not amenable to, or that we do not consider appropriate for, patent protection, including, for example, certain
aspects of our llama immunization and antibody affinity maturation approaches. However, trade secrets can be difficult
to protect. Although we take steps to protect our proprietary information, including restricting access to our premises and
our confidential information, as well as entering into agreements with our employees, consultants, advisors and potential
collaborators, third parties may independently develop the same or similar proprietary information or may otherwise gain
access to our proprietary information. As a result, we may be unable to meaningfully protect our trade secrets and
proprietary information.
Regulation
Government authorities in the U.S., at the federal, state and local level, and in the EU and its Member States and other
countries and jurisdictions, extensively regulate, among other things, the research, development, testing, manufacture,
quality control, approval, packaging, storage, recordkeeping, labeling, advertising, promotion, distribution, marketing,
post-approval monitoring and reporting, and import and export of pharmaceutical products, including biological
products. In addition, many countries and jurisdictions regulate the pricing of pharmaceutical products. The processes for
obtaining marketing approvals in the U.S. and in other countries and jurisdictions, along with subsequent compliance
with applicable statutes and regulations and other regulatory authorities, require the expenditure of substantial personnel
and financial resources, and breach of which can result in enforcement activity under civil, administrative and/or
criminal law.
Licensure and Regulation of Biologics in the U.S.
In the U.S., biological products used for the prevention, treatment, or cure of a disease or condition in a human being are
subject to regulation under the U.S. Federal Food, Drug, and Cosmetic Act (FDCA) and its implementing regulations.
Biologics are approved for marketing under provisions of the Public Health Service Act (PHSA) via biologics license
applications (BLAs).
An applicant seeking approval to market and distribute a new biologic in the U.S. generally must satisfactorily complete
each of the following steps:
•preclinical laboratory tests, animal studies and formulation studies all performed in accordance with applicable
requirements, including the GLPs;
•submission to the FDA of an IND application for human clinical testing, which contains results of the preclinical
tests, together with manufacturing information and analytical data and must become effective before human clinical
trials may begin;
•approval by an institutional review board (IRB) representing each clinical site before each clinical trial may be
initiated;
•performance of adequate and well-controlled human clinical trials to establish the safety, potency and purity of the
product candidate for each proposed indication, in accordance with good clinical practices (GCPs);
•preparation and submission to the FDA of a BLA for a biological product requesting marketing for one or more
proposed indications, including submission of detailed information on the manufacture and composition of the
product in clinical development and proposed labeling;
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•one or more FDA inspections of the manufacturing facility or facilities, including those of third parties, at which the
product, or components thereof, are produced to assess compliance with cGMP requirements and to assure that the
facilities, methods and controls are adequate to preserve the product’s identity, potency, quality and purity;
•FDA inspections of the clinical trial sites and/or sponsor to assure compliance with GCPs, and the integrity of clinical
data in support of the BLA;
•payment of user fees and securing FDA approval of the BLA and licensure of the new biological product; and
•compliance with any post-approval requirements, including the potential requirement to implement a risk evaluation
and mitigation strategy (REMS) and any post-approval studies required by the FDA.
Human Clinical Trials in Support of a BLA
Clinical trials typically are conducted in three sequential phases, but the phases may overlap or be combined. Additional
clinical trials may be required after approval.
•Phase 1 clinical trials are initially conducted in a limited population to test the product candidate for safety, including
adverse effects, dose tolerance, absorption, metabolism, distribution, excretion and PD in healthy humans or, in
patients.
•Phase 2 clinical trials are generally conducted in a limited patient population to identify possible adverse effects and
safety risks, evaluate the efficacy of the product candidate for specific targeted indications and determine dose
tolerance and optimal dosage. Multiple Phase 2 clinical trials may be conducted by the sponsor to obtain information
prior to beginning larger Phase 3 clinical trials.
•Phase 3 clinical trials are undertaken within an expanded patient population to gather additional information about
safety and effectiveness necessary to evaluate the overall benefit-risk relationship of the drug and to provide an
adequate basis for physician labeling.
A sponsor who wishes to conduct a clinical trial outside the U.S. may, but is not required to, obtain FDA clearance to
conduct the clinical trial under an effective IND. If a foreign clinical trial is not conducted under an IND, the sponsor
may submit data from the clinical trial to the FDA in support of the BLA so long as the clinical trial is well-designed and
well-conducted in accordance with GCPs, including review and approval by an independent ethics committee, and the
FDA is able to validate the clinical trial data through an onsite inspection, if necessary. In some cases, the FDA may
approve a BLA for a product candidate but require the sponsor, or the sponsor may otherwise choose, to conduct
additional clinical trials to further assess, amongst other things, the product candidate’s safety and effectiveness after
approval. Such post-approval clinical trials are typically referred to as Phase 4 clinical trials. Failure to exhibit due
diligence with regard to conducting required Phase 4 clinical trials could result in FDA enforcement, including
withdrawal of approval for products.
Review and Approval of a BLA
The results of product candidate development, preclinical testing and clinical trials, including negative or ambiguous
results as well as positive findings, are submitted to the FDA as part of a BLA requesting a license to market the product.
The BLA also must contain extensive manufacturing information and detailed information on the composition of the
product and proposed labeling as well as payment of a user fee, unless exempt.
The FDA has 60 days after submission of the application to conduct an initial review to determine whether the BLA is
sufficient to file based on the agency’s threshold determination that it is sufficiently complete to permit substantive
review. If the FDA determines the BLA is not sufficiently complete, it will refuse to file the BLA. Once the submission
has been filed, the FDA begins an in-depth review of the application. Under the goals agreed to by the FDA under the
PDUFA, the FDA has 10 months from the filing date in which to complete its initial review of a standard application and
respond to the applicant, and six months from the filing date for an application granted priority review. The FDA does
not always meet its PDUFA goal dates and they may be extended in certain circumstances.
After the FDA’s evaluation of the application and accompanying information, including the results of any necessary
inspections, the FDA will issue an approval letter, or a complete response letter. An approval letter authorizes
commercial marketing of the product with specific prescribing information for specific indications. Under the PHSA, the
FDA may approve a BLA if it determines that the product is safe, pure and potent and the facility where the product will
be manufactured meets standards designed to ensure that it continues to be safe, pure and potent. If the application is not
approved, the FDA will issue a complete response letter, which will identify the deficiencies in the application. Sponsors
that receive a complete response letter may resubmit to the FDA information addressing the issues identified by the
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FDA, withdraw the application, or request a hearing. Even if a BLA is resubmitted with data and information addressing
the deficiencies, the FDA may decide that the BLA does not satisfy the criteria for approval.
The FDA may also refer the application to an advisory committee, consisting of independent experts, for review,
evaluation and recommendation as to whether the application should be approved, particularly when applications present
difficult or novel questions of safety or efficacy. The FDA is not bound by the recommendations of an advisory
committee, but it considers such recommendations carefully when making decisions.
If the FDA approves a new product, it may require testing and surveillance programs to monitor the product after
commercialization, or impose other conditions, including distribution restrictions or other risk management mechanisms,
including REMS, to help ensure that the benefits of the product outweigh the potential risks. REMS can include
medication guides, communication plans for healthcare professionals, and/or elements to assure safe use. This can
include, but are not limited to, special training or certification for prescribing or dispensing, dispensing only under
certain circumstances, special monitoring, and the use of patent registries. The FDA may prevent or limit further
marketing of a product based on the results of post-market studies or surveillance programs.
After approval, many types of changes to the approved product, such as adding new indications, certain manufacturing
changes, and additional labeling claims, are subject to further testing requirements and FDA review and approval.
Expedited Development and Review Programs
The FDA is authorized to designate products meeting certain criteria for expedited development and review programs.
Even if a product qualifies for one or more of these programs, the FDA may later decide that the product no longer meets
the conditions for qualification, or the time period for FDA review or approval may not be shortened.
The FDA may designate a product for fast track review if it is intended, whether alone or in combination with one or
more other products, for the treatment of a serious or life-threatening disease or condition, and demonstrates the potential
to address unmet medical needs for such a disease or condition. For fast track products, sponsors may have more
frequent interactions with the FDA and the FDA may initiate review of sections of a fast track product’s application
before the application is complete (rolling review). The sponsor must also provide, and the FDA must approve, a
schedule for the submission of the remaining information and the sponsor must pay applicable user fees. However, the
FDA’s PDUFA clock for a rolling review application does not begin until the last section of the application is submitted.
A product may be designated as a breakthrough therapy if it is intended, either alone or in combination with one or more
other products, to treat a serious or life-threatening disease or condition and preliminary clinical evidence indicates that
the product may demonstrate substantial improvement over existing therapies on one or more clinically significant
endpoints, such as substantial treatment effects observed early in clinical development. The FDA may take certain
actions with respect to breakthrough therapies, including holding meetings with the sponsor throughout the development
process; providing timely advice to the product sponsor regarding development and approval; involving more senior
staff in the review process; assigning a cross-disciplinary project lead for the review team; and taking other steps to
design the clinical trials in an efficient manner. Breakthrough therapy designation also comes with all of the benefits of
fast-track designation.
The FDA may designate a product for priority review if it is a product that treats a serious condition and, if approved,
would provide a significant improvement in safety or effectiveness. The FDA determines, on a case-by-case basis,
whether the proposed product represents a significant improvement when compared with other available therapies.
Significant improvement may be illustrated by evidence of increased effectiveness in the treatment of a condition,
elimination or substantial reduction of a treatment-limiting product reaction, documented enhancement of patient
compliance that may lead to improvement in serious outcomes, or evidence of safety and effectiveness in a new
subpopulation. A priority designation is intended to direct overall attention and resources to the evaluation of such
applications, and to shorten the FDA’s goal for taking action on a marketing application from 10 months to six months
after accepting the application for filing.
The FDA may grant accelerated approval to a product for a serious or life-threatening condition that provides meaningful
therapeutic advantage to patients over existing treatments based upon a determination that the product has an effect on a
surrogate endpoint that is reasonably likely to predict clinical benefit or on a clinical endpoint that can be measured
earlier than an effect on irreversible morbidity or mortality (IMM) and that is reasonably likely to predict an effect on
IMM or other clinical benefit (intermediate clinical endpoint), taking into account the severity, rarity, or prevalence of
the condition and the availability or lack of alternative treatments. Products granted accelerated approval must meet the
same statutory standards for safety and effectiveness as those granted traditional approval.
For the purposes of accelerated approval, a surrogate endpoint is a marker, such as a laboratory measurement, radio-
graphic image, physical sign, or other measure that is thought to predict clinical benefit but is not itself a measure of
clinical benefit. Surrogate endpoints can often be measured more easily or more rapidly than clinical endpoints. An
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intermediate clinical endpoint is a measurement of a therapeutic effect that is considered reasonably likely to predict the
clinical benefit of a product, such as an effect on IMM.
The accelerated approval pathway is most often used in settings in which the course of a disease is long and an extended
period of time is required to measure the intended clinical benefit of a product, even if the effect on the surrogate or
intermediate clinical endpoint occurs rapidly. Thus, accelerated approval has been used extensively in the development
and approval of products for treatment of a variety of cancers in which the goal of therapy is generally to improve
survival or decrease morbidity and the duration of the typical disease course requires lengthy and sometimes large
clinical trials to demonstrate a clinical or survival benefit.
The accelerated approval pathway is usually contingent on a sponsor’s agreement to conduct, in a diligent manner, a
post-approval confirmatory clinical trial or studies to verify and describe the product’s clinical benefit. These
confirmatory clinical trials must be completed with due diligence, and the FDA may require that the confirmatory
clinical trial be designed, initiated, and/or fully enrolled prior to, or within a certain period following, approval. The FDA
must also specify the conditions of any required post-approval clinical trial. Sponsors are required to submit progress
reports for required post-approval studies, and the failure to conduct with due diligence a required post-approval clinical
trial, including a failure to meet any required conditions specified by the FDA, or to submit timely reports, are prohibited
acts under the FDCA. Failure to conduct required post-approval studies, or confirm a clinical benefit during post-
marketing studies, would allow the FDA to withdraw the product from the market on an expedited basis. Unless
otherwise informed by the FDA, all promotional materials for product candidates approved under accelerated approval
are subject to prior review by the agency.
Orphan Drug Designation and Exclusivity
Orphan drug designation in the U.S. is designed to encourage sponsors to develop products intended for rare diseases or
conditions. In the U.S., a rare disease or condition is statutorily defined as a condition that affects fewer than 200,000
individuals in the U.S. or that affects more than 200,000 individuals in the U.S. and for which there is no reasonable
expectation that the cost of developing and making available the product for the disease or condition will be recovered
from sales of the product in the U.S. An application for designation as an orphan product can be made any time prior to
the filing of an application for approval to market the product. If the FDA grants orphan drug designation, the generic
identity of the product and its potential orphan use are disclosed publicly by the FDA. Orphan drug designation qualifies
a company for tax credits. Orphan drug designation does not convey any advantage in or shorten the duration of the
regulatory review and approval process.
If a product that has orphan drug designation subsequently receives the first FDA approval for the disease or condition
for which it has such designation, the product is entitled to orphan drug exclusivity, which means that the FDA may not
approve any other application to market the same drug for the same indication for seven years from the date of such
approval, except in limited circumstances, such as a showing of clinical superiority to the product with orphan
exclusivity by means of greater effectiveness, greater safety or providing a major contribution to patient care, or if the
holder of the orphan exclusivity is unable to supply the market. Competitors, however, may receive approval of either a
different product for the same indication or the same product for a different indication, which could be used off-label in
the orphan indication. Orphan drug exclusivity also could block the approval of one of our products for seven years if a
competitor obtains approval before we do for the same product, as defined by the FDA, for the same indication we are
seeking approval, or if our product is determined to be contained within the scope of the approval of the competitor’s
product for the same indication or disease.
Post-Approval Regulation
If regulatory approval for marketing of a product or new indication for an existing product is obtained, the sponsor will
be required to comply with all post-approval regulatory requirements, including those that the FDA has imposed as part
of the approval process. The sponsor will be required to report certain adverse reactions and production problems to the
FDA, provide updated safety and efficacy information and comply with requirements concerning advertising and
promotional labeling. Manufacturers and other parties involved in the drug supply chain for prescription drug and
biological products must also comply with product tracking and tracing requirements and must notify the FDA of
counterfeit, diverted, stolen and intentionally adulterated products or products that are otherwise unfit for distribution in
the U.S. Manufacturers and certain of their subcontractors are required to register their establishments with the FDA and
certain state agencies, and are subject to periodic unannounced inspections by the FDA and certain state agencies for
compliance with ongoing regulatory requirements, including cGMPs. Accordingly, the sponsor and its third-party
manufacturers must continue to expend time, money and effort in the areas of production and quality control to maintain
compliance with cGMPs and other regulatory requirements.
A biological product may also be subject to official lot release, meaning that the manufacturer is required to perform
certain tests on each lot of the product before it is released for distribution. If the product is subject to official lot release,
the manufacturer must submit samples of each lot, together with a release protocol showing a summary of the history of
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manufacture of the lot and the results of all of the manufacturer’s tests performed on the lot, to the FDA. The FDA may
in addition perform certain confirmatory tests on lots of some products before releasing the lots for distribution. Finally,
the FDA will conduct laboratory research related to the safety, purity, potency and effectiveness of biological products.
Any distribution of biological products and samples must comply with the U.S. Prescription Drug Marketing Act and the
PHSA.
Once approval of a BLA is granted, the FDA may revoke or suspend the approval if compliance with regulatory
requirements and standards is not maintained or if problems occur after the product reaches the market. Later discovery
of previously unknown problems with a product, including adverse events of unanticipated severity or frequency, or with
manufacturing processes, or failure to comply with regulatory requirements, may result in revisions to the approved
labeling to add new safety information; imposition of post-market studies or clinical trials to assess new safety risks; or
imposition of distribution or other restrictions under a REMS program. FDA also has authority to require post-market
studies, in certain circumstances, on reduced effectiveness of a product and may require labeling changes related to new
reduced effectiveness information. Other potential consequences for a failure to maintain regulatory compliance include,
among other things:
•restrictions on the marketing or manufacturing of the product, complete withdrawal of the product from the market, or
product recalls;
•fines, untitled letters, or warning letters;
•refusal of the FDA to approve pending applications or supplements to approved applications, or suspension or
revocation of product license approvals;
•product seizure or detention, or refusal to permit the import or export of products; or
•injunctions or the imposition of civil or criminal penalties.
Pediatric Studies and Exclusivity
Under the Pediatric Research Equity Act of 2003, as amended (PREA), certain BLAs or supplements thereto must
contain data that are adequate to assess the safety and effectiveness of the product for the claimed indications in all
relevant pediatric sub-populations, and to support dosing and administration for each pediatric subpopulation for which
the product is safe and effective. Sponsors must also submit an initial Pediatric Study Plan (PSP), within 60 days of an
end-of-Phase 2 meeting or, if there is no such meeting, as early as practicable before the initiation of the Phase 3 or
Phase 2/3 clinical trial. The initial PSPs must contain an outline of the proposed pediatric clinical trial or studies the
applicant plans to conduct, including clinical trial objectives and design, any deferral or waiver requests and other
information required by regulation. The applicant and the FDA must agree upon a final plan. The FDA or the applicant
may request an amendment to the plan at any time.
The FDA may, on its own initiative or at the request of the applicant, grant deferrals for submission of some or all
pediatric data until after approval of the product for use in adults, or full or partial waivers from the pediatric data
requirements. Unless otherwise required by regulation, PREA does not apply to a biologic for an indication for which
orphan designation has been granted, except that PREA will apply to an original BLA for a new active ingredient that is
orphan-designated if the biologic is a molecularly targeted cancer product intended for the treatment of an adult cancer
and is directed at a molecular target that FDA determines to be substantially relevant to the growth or progression of a
pediatric cancer.
Pediatric exclusivity is another type of non-patent regulatory exclusivity in the U.S. and, if granted for a biologic,
provides for the attachment of an additional six months of protection to the term of any existing regulatory exclusivity
(i.e., reference product exclusivity and orphan drug exclusivity) that has at least 9 months left to expiration. This six-
month exclusivity may be granted if a BLA sponsor submits reports of pediatric studies that fairly respond to a written
request from the FDA for such studies, were conducted in accordance with commonly accepted scientific principles and
protocols, and have been reported in accordance with filing requirements.
Biosimilars and Exclusivity
The Biologics Price Competition and Innovation Act (BPCIA) established a regulatory scheme authorizing the FDA to
approve biosimilars and interchangeable biosimilars.
Under the BPCIA, an applicant may submit an application for licensure of a biologic product that is “biosimilar to” or
“interchangeable with” a previously approved biological product or “reference product.” For the FDA to approve a
biosimilar product, it must find that the proposed biosimilar is highly similar to the reference product notwithstanding
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minor differences in clinically inactive components and that there are no clinically meaningful differences between the
product and the reference product in terms of safety, purity, or potency. For the FDA to approve a biosimilar product as
interchangeable with a reference product, the agency must find that the biosimilar product is biosimilar to the reference
product and that it can be expected to produce the same clinical results as the reference product in any given patient, and
(for products administered multiple times) that the biologic and the reference biologic may be alternated or switched
after one has been previously administered without increasing safety risks or risks of diminished efficacy relative to
exclusive use of the reference biologic without such alternation or switch.
Under the BPCIA, an application for a biosimilar product may not be submitted to the FDA until four years following
the date of approval of the reference product. The FDA may not approve a biosimilar product until 12 years from the
date on which the reference product was approved. Even if a product is considered to be a reference product eligible for
exclusivity, another company could market a competing version of that product if the FDA approves a full BLA for such
product containing the sponsor’s own preclinical data and data from adequate and well-controlled clinical trials to
demonstrate the safety, purity and potency of their product. We note that patent positions may be available to preclude
the introduction into commerce of such competing product independent of any FDA exclusivities. The BPCIA also
created certain exclusivity periods for biosimilars approved as interchangeable products. Products deemed
interchangeable by the FDA may be substituted by pharmacies as dictated by individual state law.
U.S. Patent Term Restoration
Depending upon the timing, duration, and specifics of FDA review and approval of our product candidates, some of our
U.S. patents may be eligible for limited patent term extension under the Hatch-Waxman Act that permits restoration of
the patent term of up to five years as compensation for patent term lost during the FDA regulatory review process.
Patent-term restoration, however, cannot extend the remaining term of a patent beyond a total of 14 years from the
product’s approval date, and only those claims covering such approved product, a method for using it or a method for
manufacturing it may be extended. The patent-term restoration period is generally one-half the time between the
effective date of an IND and the submission date of a BLA plus the time between the submission date of a BLA and the
approval of that application, except that the review period is reduced by any time during which the applicant failed to
exercise due diligence. Only one patent applicable to an approved biologic is eligible for the extension and the
application for the extension must be submitted within 60 days of approval from FDA and prior to the expiration of the
patent. The U.S. Patent and Trademark Office (USPTO), in consultation with the FDA, reviews and approves the
application for any patent term extension or restoration. In the future, we may apply for restoration of patent term for our
currently owned or licensed patents to add patent life beyond the current expiration date, depending on the expected
length of the clinical trials and other factors involved in the filing of the relevant BLA.
Regulation and Procedures Governing Approval of Medicinal Products in the European Union
Similar to the U.S., the EU comprehensively regulates, among other things, the development, manufacturing, placing on
the market, advertising, distribution, import and export of medicinal products. Particularly, the placing on the market of a
medicinal product for human use in the EU requires a marketing authorization (MA). Main provisions governing
medicinal products in the EU are Directive 2001/83/EC and Regulation (EC) No 726/2004 (each as amended).
Regulation (EC) No 141/2000 and Regulation (EC) No. 847/2000 (each as amended) are also of particular relevance for
orphan medicinal products. While directives need to be transposed into national law by member states of the EU (EU
Member States) before they are applicable, regulations directly apply in the EU Member States once these have been
enacted.
The process governing approval of MA applications (MAA) for the placing on the market of medicinal products in the
EU generally follows the same lines as in the U.S. It entails satisfactory completion of pharmaceutical development, pre-
clinical trials and adequate and well-controlled clinical trials to establish the safety and efficacy of the medicinal product
for each proposed indication. The EU also requires an application for authorization of clinical trials to relevant
competent authorities and the submission of an MAA to the European Medicines Agency (EMA) or to competent
authorities in EU member states and granting of such MA by the European Commission or relevant national authorities
before the medicinal product can be marketed and sold in the EU or the relevant EU Member States. The below
mentioned principles and rules generally apply within the EEA, i.e., the EU including Iceland, Liechtenstein and
Norway.
Clinical Trial Approval
Both non-clinical and clinical data are generally required to support an MAA for a medicinal product in the EU. Non-
clinical investigations are performed to demonstrate the health or environmental safety of new biological substances.
Non-clinical (pharmaco-toxicological) investigations must generally be conducted in compliance with the principles of
good laboratory practice (GLP) as set forth in EU Directive 2004/10/EC (as amended).
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Clinical trials are comprehensively regulated in the EU under the Clinical Trials Regulation (EU) No 536/2014 (CTR),
which entered into application on January 31, 2022, and gradually replaced the Clinical Trials Directive 2001/20/EC
(CTD).
As before, many of the CTR’s legal obligations are on the so-called sponsor, which is defined as the individual,
company, institution, or organization that takes responsibility for the initiation, for the management and for setting up the
financing of a clinical trial. The sponsor must obtain an authorization from the competent authority in the EU Member
State(s) in which the clinical trial will be conducted as well as an approval from the competent national ethics committee
in accordance with relevant national legislation in each of the relevant member states, before the commencement of such
clinical trial.
The CTR also imposes requirements, among others, regarding the conduct of a clinical trial (which must be conducted in
accordance with the protocol and good clinical practice to generate acceptable data for MA submission), safety reporting
of adverse events and reactions, changes to clinical trials, protection and informed consent of clinical trial subjects.
Clinical trials conducted outside the EEA must follow the principles set forth in EU legislation if their results are to be
submitted in an MAA in the EU.
Orphan Designation and Exclusivity
Regulations (EC) No. 141/2000 and No. 847/2000 (each as amended) provide that a product can be designated as an
orphan medicinal product by the European Commission if its sponsor can establish: (i) that the product is intended for
the diagnosis, prevention or treatment of a life-threatening or chronically debilitating condition, (ii) either (a) the
prevalence of the condition is not more than five in ten thousand persons in the EU when the application is made, or
(b) without incentives it is unlikely that the marketing of the product in the EU would generate sufficient return to justify
the necessary investment in its development and (iii) there exists no satisfactory method of diagnosis, prevention, or
treatment of the condition in question that has been authorized in the EU or, if such method exists, the product has to be
of a significant benefit compared to products available for the condition.
An orphan designation provides a number of benefits, including fee reductions and, regulatory assistance. If an MA is
granted for an orphan medicinal product, this generally results in a ten-year period of market exclusivity for the approved
orphan indication. It is, however, not possible to combine non-orphan and orphan indications within the same MA. Thus,
for non-orphan indications treated with the same active pharmaceutical ingredient, a separate MA has to be sought.
Alternatively, the orphan designation may be waived to allow for the addition of non-orphan indications to an existing
MA. As a result, the approved medicinal product would no longer profit from the orphan designation’s benefits.
During an orphan medicinal product’s market exclusivity period, neither the EMA, the European Commission nor the
EU Member States can accept an application or grant an MA for a “similar medicinal product.” A “similar medicinal
product”, i.e., a medicinal product containing a similar active substance or substances as contained in an authorized
orphan medicinal product, and which is intended for the same therapeutic indication. The market exclusivity period for
the authorized therapeutic indication may, however, be reduced to six years if, at the end of the fifth year, it is
established that the product no longer meets the criteria for orphan designation. For orphan medicinal products intended
for pediatric use, the market exclusivity period may be prolonged by additional two years if they are authorized with a
pediatric indication based on the results from studies conducted under an EMA-approved pediatric investigation plan or
if they are authorized without a pediatric indication but the results of the studies conducted under the EMA-approved
pediatric investigation plan are reflected in the summary of product characteristic and, if appropriate, in the package
leaflet. Market exclusivity may also be revoked in very select cases, such as if (i) it is established that a similar medicinal
product is safer, more effective or otherwise clinically superior; (ii) the MA holder (MAH) for the authorized orphan
medicinal product consents to the second orphan application; or (iii) the MAH for the authorized orphan medicinal
product cannot supply sufficient quantities. Orphan designation must be requested before submitting an MAA and is
reconfirmed during the MAA process. Orphan designation does not convey any advantage in, or shorten the duration of,
the regulatory review and MA approval process.
Marketing Authorization
To obtain an MA for a medicinal product under the EU regulatory framework, an applicant must submit an MAA, either
to the EMA using the centralized procedure or to competent authorities in the EU Member States using the other
procedures (decentralized procedure, national procedure, or mutual recognition procedure). An MA may be granted only
to an applicant established in the EU. Regulation (EC) No. 1901/2006 provides that prior to obtaining an MA in the EU,
an applicant must demonstrate compliance with all measures included in an EMA-approved pediatric investigation plan,
covering all subsets of the pediatric population, unless the EMA has granted a product-specific waiver, class waiver, or a
deferral for one or more of the measures included in the pediatric investigation plan.
The centralized procedure provides for the grant of a single MA by the European Commission that is valid for all EEA
Member States. Pursuant to Regulation (EC) No. 726/2004 (as amended), the centralized procedure is compulsory for
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specific products, including for medicines produced by certain biotechnological processes, products designated as
orphan medicinal products, advanced therapy medicinal products (gene therapy, somatic cell therapy or tissue
engineered products) and products with a new active substance indicated for the treatment of certain diseases, including
products for the treatment of cancer and auto-immune diseases and other immune dysfunctions and neurodegenerative
disorders. The centralized procedure is optional for certain other medicinal products.
Under the centralized procedure, the EMA’s Committee for Medicinal Products for Human Use (CHMP) is responsible
for conducting the assessment of a product to define its risk/benefit profile. The CHMP recommendation is then sent to
the European Commission, which adopts a decision binding in all EEA Member States. Under the centralized procedure,
the maximum timeframe for the evaluation of an MAA is 210 days, excluding clock stops when additional information
or written or oral explanation is to be provided by the applicant in response to questions asked by the CHMP, which can
considerably extend the 210 days. Accelerated evaluation (150 days excluding clock stops) may be granted by the
CHMP in exceptional cases, when a medicinal product is of major interest from the point of view of public health and, in
particular, from the viewpoint of therapeutic innovation.
MAs have an initial validity for five years, in principle, and they may be renewed after five years on the basis of a
reevaluation of the risk benefit balance by the EMA, or by the competent authority of the EU Member State. Once
renewed, the MA is valid for an unlimited period, unless the European Commission or the competent authority decides,
on justified grounds relating to pharmacovigilance, to proceed with one additional five-year renewal period. Any MA
that is not followed by the placement of the medicinal product on the EU market or on the market of the authorizing EU
Member State(s) within three years after authorization, or if the drug is removed from the market for three consecutive
years, ceases to be valid.
European Data and Market Exclusivity
In the EU, innovative medicinal products, approved on the basis of a complete independent data package, qualify for
eight years of data exclusivity upon MA and an additional two years of market exclusivity (for the more comprehensive
protections applying to orphan medicinal products, please refer to “Item 4.B — Business overview — Orphan
Designation and Exclusivity” above). The data exclusivity, if granted, prevents generic or biosimilar applicants from
referencing the innovator’s preclinical and clinical trial data contained in the dossier of the reference product when
applying for a generic or biosimilar MA in the EU, for a period of eight years from the date on which the reference
product was first authorized in the EU. During the additional two-year period of market exclusivity, a generic or
biosimilar MAA can be submitted, and the innovator’s data may be referenced, but no generic or biosimilar product can
be marketed in the EU until the expiration of the market exclusivity period. The overall ten-year period will be extended
to a maximum of 11 years if, during the first eight years of those 10 years, the MAH obtains an MA for one or more new
therapeutic indications which, during the scientific evaluation prior to their authorization, are determined to bring a
significant clinical benefit in comparison with currently approved therapies. There is no guarantee that a product will be
considered by the EMA to be an innovative medicinal product, and products may not qualify for data exclusivity. Even if
a product is considered to be an innovative medicinal product so that the innovator gains the prescribed period of data
exclusivity, another company nevertheless could also market another version of the product if such company obtained an
MA based on an MAA with a complete independent data package of pharmaceutical tests, preclinical tests and clinical
trials.
Regulatory Requirements after Marketing Authorization
Following MA approval, the MAH is required to comply with a range of requirements applicable to the manufacturing,
marketing, promotion and sale of the medicinal product. These include compliance with the EU’s stringent
pharmacovigilance or safety reporting rules under Directive 2001/83/EC and Regulation (EU) 726/2004 (each as
amended) and the associated guideline on good pharmacovigilance practices (as amended), pursuant to which post-
authorization studies and additional monitoring obligations can be imposed. In addition, the manufacturing of authorized
medicinal products, for which a separate manufacturer’s license is mandatory, must also be conducted in strict
compliance with the principles of good manufacturing practice (GMP) set forth in Commission Directive 2017/1572
GMP and comparable requirements of other regulatory bodies in the EU, which mandate the methods, facilities and
controls used in manufacturing, processing and packing of products to assure their safety and identity. Further, the
wholesale distribution of authorized medicinal products requires a separate distribution license and must be conducted in
strict compliance with good distribution practice standards. Finally, the marketing and promotion of authorized
medicinal products is strictly regulated under Directive 2001/83/EC, (as amended) and as transposed into national laws.
Potential consequences for a failure to maintain regulatory compliance mainly depend on the relevant regulations in the
EU Member States, but are, for example, in Germany, similar to those in the U.S. Please refer to “Item 4.B — Business
overview — Post-Approval Regulations” above.
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Agreement on new EU Pharmaceutical Legislation
On December 11, 2025, the EU legislative bodies agreed to overhaul, modernize, and streamline the existing general
pharmaceutical legislation, including e.g., Directive 2001/83/EC, as well as Regulations (EC) No. 726/2004, No.
141/2000, or No. 1901/2006 (EU Pharmaceutical Legislation). This agreement is still subject to formal approval by the
European Parliament and the Council of the EU, before being formally adopted. It is expected that the EU
Pharmaceutical Legislation will become applicable in 2028. Although the final text has not yet been published, agreed
key elements appear to include, among others, certain changes to the baseline marketing exclusivity periods, the
streamlining of regulatory procedures as well as a broadening of the so-called “Bolar exemption”, which allows
developers to undertake testing and to prepare for regulatory submissions before patent expiry.
Regulation and Procedures Governing Approval of Medicinal Products in Japan
In order to market any medical products in Japan, a company must comply with numerous and varying regulatory
requirements regarding quality, safety and efficacy in the context, among other things, of clinical trials, marketing
approval, commercial sales and distribution of products. A person who manufactures or markets medical products in
Japan is subject to the supervision of the Ministry of Health, Labour and Welfare (MHLW), primarily under the Act on
Securing Quality, Efficacy and Safety of Pharmaceuticals and Medical Devices (Pharmaceutical and Medical Devices
Act). This entails the satisfactory completion of pharmaceutical development, preclinical studies and adequate and well-
controlled clinical trials to establish the safety and efficacy of the medical product for each proposed indication. It also
requires the filing of a notification of clinical trials with the Pharmaceuticals and Medical Devices Agency (Japan)
(PMDA) and the obtaining of marketing approval from the relevant authorities before the product can be marketed and
sold in the Japanese market.
Business License
Under the Pharmaceutical and Medical Devices Act, a company or individual must obtain a Marketing Authorization
Holder (MAH) license from the MHLW to engage in the marketing or provision of medical products. This requirement
applies to medical products that are either manufactured by the company itself outsourced to a third party for
manufacturing or imported.
To manufacture medical products for the Japanese market, a company must obtain a manufacturing license from the
MHLW for each production facility. This license is separate from the marketing authorization and is required for both
domestic and foreign manufacturing sites.
Marketing Approval
Under the Pharmaceutical and Medical Devices Act, it is generally required to obtain marketing approval from the
MHLW for the marketing of each medical product. An application for marketing approval must be made through the
PMDA, which implements a marketing approval review.
Clinical Trial
Under the Pharmaceutical and Medical Devices Act, it is required to file notification of clinical trials with the PMDA.
The data of clinical trials and other pertinent data, which must be attached to an application for marketing approval, must
be obtained in compliance with the standards established by the MHLW, such as GLPs and GCPs stipulated by the
ministerial ordinances of the MHLW.
Regulatory Requirements after Marketing Approval
A MAH that has obtained marketing approval for a new pharmaceutical is subject to re-examination by the PMDA for a
specified period after receiving marketing approval. Such re-examination period for VYVGART is stated to be 10 years
after the marketing approval in January 2022. The purpose of this re-examination process is to ensure the safety and
efficacy of a newly approved pharmaceutical by imposing on the MAH the obligation to gather clinical data for a certain
period after the marketing approval was granted to enable the PMDA to re-examine the product. Results of use and other
pertinent data must be attached to an application for a re-examination. An MAH that has obtained a marketing approval
is also required to investigate, among other things, the results of use and to periodically report to the PMDA pursuant to
the Pharmaceutical and Medical Devices Act.
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Price Regulation
Japan's public medical insurance systems cover virtually the entire Japanese population. The public medical insurance
system, however, does not cover any medical product which is not listed on the National Health Insurance (NHI) price
list published by the Minister of the MHLW. Accordingly, an MAH of medical products must first have a new medical
product listed on the NHI price list to obtain coverage under the public medical insurance system. VYVGART was listed
on the NHI price list in April 2022 and the price was adjusted in February 2024. VYVDURA was listed in April 2024.
The NHI price of a medical product is determined either by price comparison of comparable medical products with
necessary adjustments for innovation, usefulness or size of the market; or, in the absence of comparable medical
products, by the cost calculation method, determined after considering of the opinion of the manufacturer. Prices on the
NHI price list are subject to revision, generally once every year, based on the actual prices at which the medical products
are purchased by medical institutions.
Coverage, Pricing and Reimbursement
Significant uncertainty exists as to the coverage and reimbursement status of any product candidates for which we may
obtain regulatory approval. Even if our product candidates are approved for marketing, sales of such product candidates
will depend, in part, on the extent to which third-party payors, including government health programs in the U.S. (such
as Medicare and Medicaid), commercial health insurers, and managed care organizations, provide coverage and establish
adequate reimbursement levels for such product candidates. Moreover, increasing efforts by governmental and third-
party payors in the EU, the U.S. and other markets to cap or reduce healthcare costs may cause such organizations to
limit both coverage and the level of reimbursement for newly approved products and, as a result, they may not cover or
provide adequate payment for our product candidates. We expect to experience pricing pressures in connection with the
sale of any of our product candidates due to the trend toward managed healthcare, the increasing influence of health
maintenance organizations and additional legislative changes. The downward pressure on healthcare costs in general,
particularly prescription drugs and surgical procedures and other treatments, has become very intense. As a result,
increasingly high barriers are being erected to the entry of new products.
In the U.S. and markets in other countries, patients generally rely on third-party payors to reimburse all or part of the
costs associated with their treatment. Adequate coverage and reimbursement from governmental healthcare programs,
such as Medicare and Medicaid, and commercial payors is critical to new product acceptance. Patients are unlikely to
use any product candidates we may develop unless coverage is provided and reimbursement is adequate to cover a
significant portion of the cost of such product candidates.
Factors payors consider in determining reimbursement are based on whether the product is (i) a covered benefit under its
health plan; (ii) safe, effective and medically necessary; (iii) appropriate for the specific patient; (iv) cost-effective; and
(v) neither experimental nor investigational.
The Medicare and Medicaid programs increasingly are used as models for how private payors and other governmental
payors develop their coverage and reimbursement policies for drugs and biologics. Some third-party payors may require
pre-approval of coverage for new or innovative devices or drug therapies before they will reimburse healthcare providers
who use such therapies. It is difficult to predict at this time what third-party payors will decide with respect to the
coverage and reimbursement for our product candidates. No uniform policy for coverage and reimbursement for drug
products exists among third-party payors in the U.S. Therefore, coverage and reimbursement for drug products can differ
significantly from payor to payor including formulary tier placement and utilization management requirements (if any).
As a result, the coverage determination process is often a time-consuming and costly process that will require us to
provide scientific and clinical support for the use of our products to each payor separately, with no assurance that
coverage and adequate reimbursement will be applied consistently or obtained in the first instance. The position of a
product on a formulary generally determines the co-payment that a patient will need to make to obtain the product and
can strongly influence the adoption of a product by patients and physicians. Third-party payors may limit coverage to
specific products on a formulary, which might not include all of the approved products for a particular indication.
Additionally, a payor’s decision to provide coverage for a product does not imply that an adequate reimbursement rate
will be approved or that cost-sharing will be acceptable for patients. Coverage policies and third-party reimbursement
rates may change at any time. Even if favorable coverage and reimbursement status is attained for one or more of our
products for which we or our collaborators receive marketing approval, less favorable coverage policies and
reimbursement rates may be implemented in the future.
Third-party payors are increasingly challenging the price and examining the medical necessity and cost-effectiveness of
medical products and services and imposing controls to manage costs, especially drugs when an equivalent generic drug
or a less expensive therapy is available. It is possible that a third-party payor may consider our product candidate and
other therapies (in some cases even off-label treatments) as substitutable and only offer to reimburse patients for the less
expensive product. Even if we show improved efficacy or improved convenience of administration with our product
candidate, pricing of existing drugs may limit the amount we will be able to charge for our product candidate. These
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payors may deny or revoke the reimbursement status of a given drug product or establish prices for new or existing
marketed products at levels that are too low to enable us to realize an appropriate return on our investment in product
development. If reimbursement is not available or is available only at limited levels, we may not be able to successfully
commercialize our product candidates and may not be able to obtain a satisfactory financial return on products that we
may develop.
In Mainland China, VYVGART IV has been included in the National Reimbursement Drug List (NRDL) for the
treatment of adults with gMG who are AChR-AB+ after going through price negotiations with the National Healthcare
Security Administration (NHSA) since January 2024, which means that the price of this drug can be (partly) reimbursed
by the social security program of Mainland China for the treatment of this indication in accordance with relevant rules
within certain period. According to the current regulations of Mainland China, if we want our products in addition to
VYVGART IV to be included in the NRDL or want VYVGART to be included in the NRDL for the treatment of other
indications, we will need to go through price negotiations with the NHSA, for which purpose we will likely need to
significantly reduce their prices. Although the inclusion of our products in the NRDL may increase the demand for the
relevant products, our potential revenue from the sales of these products may still decrease as a result of lower prices.
Furthermore, rules and regulations regarding reimbursement change frequently, in some cases at short notice, and we
believe that changes in these rules and regulations are likely. Outside the U.S., we will face challenges in ensuring
obtaining adequate coverage and payment for any product candidates we may develop. Pricing of prescription
pharmaceuticals is subject to governmental control in many countries. In order to secure coverage and reimbursement for
any product that might be approved for sale, we have needed and may need to conduct expensive pharmacoeconomic
studies in order to demonstrate the medical necessity and cost-effectiveness of the product, and the cost of these studies
would be in addition to the costs required to obtain FDA or other comparable marketing approvals. Conducting such
studies could be expensive, involve additional risk and result in delays in our commercialization efforts. Even after
pharmacogenomic studies are conducted, product candidates may not be considered medically necessary or cost-
effective. A decision by a third-party payor not to cover any product candidates we may develop could reduce physician
utilization of such product candidates once approved and have a material adverse effect on our sales, results of
operations and financial condition. Third-party reimbursement and coverage may not be adequate to enable us to
maintain price levels sufficient to realize an appropriate return on our investment in product development. The insurance
coverage and reimbursement status of newly approved products for orphan diseases is particularly uncertain, and failure
to obtain or maintain adequate coverage and reimbursement for any such product candidates could limit our ability to
generate revenue. As noted above, in the U.S., we plan to have various programs to help patients afford our products,
including patient assistance programs and co-pay coupon programs for eligible patients. More specifically, patients can
enroll into MY VYVGART PATH™, a patient support program that provides personalized support from a nurse case
manager and committed support team. In addition to providing support on questions on the treatment and on navigating
the insurance process, the program provides a VYVGART Co-pay Program to eligible patients, aids in referring patients
to charitable foundations that may be able to help with out-of-pocket costs and informs patients of financial assistance
programs that may be available.
The containment of healthcare costs also has become a priority of U.S. federal, state and international governments and
the prices of pharmaceuticals have been a focus in this effort. Governments have shown significant interest in
implementing cost-containment programs, including price controls, restrictions on reimbursement and requirements for
substitution of generic products. Net prices for drugs may be reduced by mandatory discounts or rebates required by
government healthcare programs or private payors and by any future relaxation of laws that presently restrict imports of
drugs from countries where they may be sold at lower prices than in the U.S. Increasingly, third-party payors are
requiring that drug companies provide them with predetermined discounts from list prices and are challenging the prices
charged for medical products. We cannot be sure that reimbursement will be available for any future product candidate
that we commercialize and, if reimbursement is available, the level of reimbursement. In addition, many pharmaceutical
manufacturers must calculate and report certain price reporting metrics to the government, such as average sales price
and best price. Penalties may apply in some cases when such metrics are not submitted accurately and timely. Adoption
of price controls and cost-containment measures, and adoption of more restrictive policies in jurisdictions with existing
controls and measures, could further limit our potential revenue from the sale of any products for which we may obtain
approval.
The delivery of healthcare in the EU, including the establishment and operation of health services and the pricing and
reimbursement of medicinal products, is almost exclusively governed by national laws, rather than EU legislation.
National governments and health service providers have different priorities and approaches to the delivery of healthcare
and the pricing and reimbursement of products in that context. Therefore, in the EU, pricing and reimbursement schemes
vary widely from EU Member State to another. Some EU Member States provide that products may be marketed only
after a reimbursement price has been agreed. Some EU Member States may require the completion of additional studies
that compare the cost-effectiveness of a particular product candidate to currently available therapies (so called health
technology assessments) in order to obtain reimbursement or pricing approval. EU Member States may approve a
specific price for a product or may instead adopt a system of direct or indirect controls on the profitability of the
company placing the medicinal product on the market. Other EU Member States allow companies to fix their own prices
for products but monitor and control prescription volumes and issue guidance to physicians to limit prescriptions.
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Recently, many EU Member States have increased the amount of discounts required on medicinal products and these
efforts could continue as Member States attempt to further manage healthcare expenditures. For example, Germany
introduced a specific discount on certain combination products with new active ingredients. The downward pressure on
healthcare costs in general, particularly medicinal prescription products, has become intense. As a result, increasingly
high barriers are being erected to the entry of new products. Political, economic and regulatory developments may
further complicate pricing negotiations, and pricing negotiations may continue after reimbursement has been obtained.
Reference pricing used by various EU Member States and parallel trade (arbitrage between low-priced and high-priced
Member States) can further reduce prices. Special pricing and reimbursement rules may apply to orphan medicinal
products. Inclusion of orphan drugs in reimbursement systems tend to focus on the medical usefulness, need, quality and
economic benefits to patients and the healthcare system as for any drug. Acceptance of any medicinal product for
reimbursement may come with cost, use and often volume restrictions, which again can vary by country. In addition,
results-based rules of reimbursement may apply. There can be no assurance that any EU Member State that has price
controls or reimbursement limitations for pharmaceutical products will allow favorable reimbursement and pricing
arrangements for any of our products, if approved in those countries. Historically, products launched in the EU do not
follow price structures of the U.S. and generally prices tend to be significantly lower.
The above underlines that, outside the U.S., international operations are generally subject to extensive governmental
price controls and other market regulations, and we believe the increasing emphasis on cost-containment initiatives in
Europe, Canada and other countries has and will continue to put pressure on the pricing and usage of our product
candidates. In many countries, the prices of medical products are subject to varying price control mechanisms as part of
national health systems. Other countries allow companies to fix their own prices for medical products but monitor and
control company profits. Additional foreign price controls or other changes in pricing regulation could restrict the
amount that we are able to charge for our product candidates. Accordingly, in markets outside the U.S., the
reimbursement for our products may be reduced compared with the U.S. and may be insufficient to generate
commercially reasonable revenue and profits.
Government Pricing and Reimbursement Programs for Marketed Drugs in the U.S.
Medicaid, the 340B Drug Pricing Program, and Medicare
Federal law requires that a pharmaceutical manufacturer, as a condition of having its drug and biological products
receive federal reimbursement under Medicaid and Medicare Part B, must pay rebates to state Medicaid programs for all
units of its covered outpatient drugs dispensed to Medicaid beneficiaries and paid for by a state Medicaid program under
either a fee-for-service arrangement or through a managed care organization. This federal requirement is effectuated
through a Medicaid drug rebate agreement between the manufacturer and the Secretary of U.S. Department of Health
and Human Services (HHS). The Centers for Medicare & Medicaid Services (CMS) administers the Medicaid drug
rebate agreements, which provide, among other things, that the drug manufacturer will pay rebates to each state
Medicaid agency on a quarterly basis and report certain price information on a monthly and quarterly basis. The rebates
are based on prices reported to CMS by manufacturers for their covered outpatient drugs, including average
manufacturer price (AMP) and best price. Effective January 1, 2024, the Medicaid total rebate amount is no longer
capped at 100% of a covered outpatient drug’s AMP, which means that a manufacturer could pay a total rebate amount
on a unit of the drug that is greater than the average price the manufacturer receives for the drug.
The terms of participation in the Medicaid drug rebate program impose an obligation to correct the prices reported in
previous quarters, as may be necessary. Any such corrections could result in additional or lesser rebate liability,
depending on the direction of the correction. In addition to retroactive rebates, if a manufacturer were found to have
knowingly submitted false information to the government, federal law provides for civil monetary penalties for failing to
provide required information, late submission of required information, and false information.
A manufacturer must also participate in a federal program known as the 340B drug pricing program in order for federal
funds to be available to pay for the manufacturer’s drug and biological products under Medicaid and Medicare Part B.
Under this program, the participating manufacturer agrees to charge certain safety net healthcare providers no more than
an established discounted price for its covered outpatient drugs. The formula for determining the discounted price is
defined by statute and is based on the AMP and the unit rebate amount as calculated under the Medicaid drug rebate
program, discussed above. Manufacturers are required to report pricing information to the Health Resources and
Services Administration on a quarterly basis. The Health Resources and Services Administration has also issued
regulations relating to the calculation of the ceiling price as well as imposition of civil monetary penalties for each
instance of knowingly and intentionally overcharging a 340B covered entity.
Federal law also requires that manufacturers report data on a quarterly basis to CMS regarding the pricing of drugs that
are separately reimbursable under Medicare Part B. These are generally drugs and biologics, such as injectable products,
that are administered incident to a physician service and are not generally self-administered. The pricing information
submitted by manufacturers is the basis for reimbursement to physicians and suppliers for drugs covered under Medicare
Part B. Under the Inflation Reduction Act (IRA), manufacturers are also required to provide quarterly rebates for certain
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single-source drugs and biologics (including biosimilars) covered under Medicare Part B with prices that increase faster
than the rate of inflation. This requirement started on January 1, 2023 for drugs approved on or before December 1, 2020
and begins six quarters after a drug is first marketed for all other drugs. As with the Medicaid drug rebate program,
federal law provides for civil monetary penalties for failing to provide required information, late submission of required
information, and false information.
Additionally, the Infrastructure Investment and Jobs Act added a requirement, effective January 1, 2023, for
manufacturers of certain single-source drugs (including biologics and biosimilars) separately paid for under Medicare
Part B for at least 18 months and marketed in single-dose containers or packages (known as refundable single-dose
containers or single-use package drugs) to provide annual refunds for any portions of the dispensed drug that are unused
and discarded if those unused or discarded portions exceed an applicable percentage defined by statute or regulation.
Manufacturers will be subject to periodic audits and those that fail to pay refunds for their refundable single-dose
containers or single-use package drugs shall be subject to civil monetary penalties.
Medicare Part D provides prescription drug benefits for seniors and people with disabilities. Beginning in 2025, the IRA
eliminates the coverage gap phase and associated manufacturer discounts under Medicare Part D, significantly lowers
the enrollee maximum out-of-pocket cost and establishes a new manufacturer discount program, which requires 10%
discounts in the initial phase, and 20% discounts in the catastrophic phase. Although these discounts represent a lower
percentage of enrollees’ costs than coverage gap discounts, the new manufacturer contribution during the catastrophic
phase could be considerable for certain high-cost drugs and the total contributions by manufacturers to a Part D
enrollee’s drug expenses may exceed those currently provided. The IRA also requires manufacturers to provide annual
Medicare Part D rebates for single-source drugs and biological products with prices that increase faster than the rate of
inflation.
The IRA also allows HHS to directly negotiate the selling price of a statutorily specified number of drugs and biologics
each year that CMS reimburses under Medicare Part B and Part D. Only high-expenditure single-source biologics that
have been approved for at least 11 years (7 years for single-source drugs) can qualify for negotiation, with the negotiated
price taking effect two years after the selection year. In July 2025, Congress expanded the IRA’s orphan drug exclusion
to protect from selection drugs that are indicated only for orphan indications, as well as to extend the time before an
orphan drug may be selected if it is later approved for a non-orphan indication. Negotiations for Medicare Part D
products began in 2023 with the negotiated price taking effect in 2026, and negotiations for Medicare Part B products
will begin in 2026 with the negotiated price taking effect in 2028.
U.S. Federal Contracting and Pricing Requirements
Manufacturers are also required to make their covered drugs, which are generally drugs approved under NDAs or BLAs,
available to authorized users of the Federal Supply Schedule (FSS) of the General Services Administration. The law also
requires manufacturers to offer deeply discounted FSS contract pricing for purchases of their covered drugs by the
Department of Veterans Affairs, the Department of Defense, the Coast Guard, and the Public Health Service (including
the Indian Health Service) in order for federal funding to be available for reimbursement or purchase of the
manufacturer’s drugs under certain federal programs. FSS pricing to those four federal agencies for covered drugs must
be no more than the Federal Ceiling Price (FCP), which is at least 24% below the Non-Federal Average Manufacturer
Price (Non-FAMP) for the prior year. The Non-FAMP is the average price for covered drugs sold to wholesalers or other
middlemen, net of any price reductions.
The accuracy of a manufacturer’s reported Non-FAMPs, FCPs, or FSS contract prices may be audited by the
government. Among the remedies available to the government for inaccuracies is recoupment of any overcharges to the
four specified federal agencies based on those inaccuracies. If a manufacturer were found to have knowingly reported
false prices, in addition to other penalties available to the government, the law provides for significant civil monetary
penalties per incorrect item. Finally, manufacturers are required to disclose in FSS contract proposals all commercial
pricing that is equal to or less than the proposed FSS pricing, and subsequent to award of an FSS contract, manufacturers
are required to monitor certain commercial price reductions and extend commensurate price reductions to the
government, under the terms of the FSS contract Price Reductions Clause. Among the remedies available to the
government for any failure to properly disclose commercial pricing and/or to extend FSS contract price reductions is
recoupment of any FSS overcharges that may result from such omissions.
Healthcare Law and Regulation
Healthcare providers and third-party payors play a primary role in the recommendation and prescription of
pharmaceutical products that are granted marketing approval. Our current and future arrangements with providers,
researchers, consultants, third-party payors and customers are subject to broadly applicable federal and state fraud and
abuse, anti-kickback, false claims, transparency and patient privacy laws and regulations and other healthcare laws and
regulations that may constrain our business and/or financial arrangements. Restrictions under applicable federal and state
healthcare laws and regulations include, without limitation, the following:
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•the U.S. federal Anti-Kickback Statute (AKS) prohibits, among other things, persons and entities from knowingly and
willfully soliciting, receiving, offering, or paying remuneration, directly or indirectly, in cash or in kind, to induce or
reward either the referral of an individual for, or the purchase, lease, order or recommendation of, any good facility,
item, or service, for which payment may be made, in whole or in part, under a federal healthcare program such as
Medicare and Medicaid. This statute has been interpreted to apply to arrangements between pharmaceutical
manufacturers on the one hand and prescribers, purchasers formulary managers and other persons and entities on the
other. Although there are a number of statutory exceptions and regulatory safe harbors protecting certain activities
from prosecution, the exceptions and safe harbors are drawn narrowly, and arrangements may be subject to scrutiny
or penalty if they do not fully satisfy all elements of an available exception or safe harbor. A person or entity can be
found guilty of violating the AKS without actual knowledge of the statute or specific intent to violate it. In addition,
the government may assert that a claim including items or services resulting from a violation of the AKS constitutes a
false or fraudulent claim for purposes of the federal False Claims Act or federal civil money penalties statute.
Violations of the AKS carry potentially significant civil and criminal penalties, including imprisonment, fines,
administrative civil monetary penalties, and exclusion from participation in federal healthcare programs.
•the U.S. federal false claims and civil monetary penalties laws, including the civil False Claims Act and federal civil
monetary penalty laws, which, among other things, impose criminal and civil penalties, including through civil
whistleblower or qui tam actions, against individuals or entities for knowingly presenting, or causing to be presented,
to the U.S. federal government, claims for payment or approval that are false or fraudulent, knowingly making, using
or causing to be made or used, a false record or statement material to a false or fraudulent claim or obligation to pay
or transmit money to the federal government, or from knowingly making a false statement to avoid, decrease or
conceal an obligation to pay money to the U.S. federal government. In addition, the government may assert that a
claim including items and services resulting from a violation of the AKS constitutes a false or fraudulent claim for
purposes of the False Claims Act. Manufacturers can be held liable under the False Claims Act even when they do not
submit claims directly to government payors if they are deemed to “cause” the submission of false or fraudulent
claims. The False Claims Act also permits a private individual acting as a “whistleblower” to bring qui tam actions on
behalf of the federal government alleging violations of the False Claims Act and to share in any monetary recovery.
When an entity is determined to have violated the federal civil False Claims Act, the government may impose civil
fines and penalties for each false claim, plus treble damages, and exclude the entity from participation in Medicare,
Medicaid and other federal healthcare programs;
•the U.S. federal Health Insurance Portability and Accountability Act of 1996 (HIPAA) which imposes criminal and
civil liability for, among other things, knowingly and willfully executing, or attempting to execute, a scheme to
defraud any healthcare benefit program, or obtaining by means of false or fraudulent pretenses, representations, or
promises, any of the money or property owned by, or under the custody or control of, any healthcare benefit program,
regardless of the pay (e.g., public or private) or knowingly and willfully falsifying, concealing or covering up a
material fact or making any materially false statement, in connection with the delivery of, or payment for, healthcare
benefits, items or services relating to healthcare matters; similar to the AKS, a person or entity does not need to have
actual knowledge of the statute or specific intent to violate it in order to have committed a violation;
•HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009 (HITECH)
and its implementing regulations, and as amended again by the Omnibus Rule in 2013, which imposes certain
obligations, including mandatory contractual terms, with respect to safeguarding the privacy, security and
transmission of individually identifiable health information without appropriate authorization by covered entities
subject to the Final HIPAA Omnibus Rule, i.e., certain covered health plans, healthcare clearinghouses and healthcare
providers, as well as their business associates, those independent contractors or agents of covered entities that perform
certain services for or on their behalf involving the use or disclosure of individually identifiable health information.
HITECH also created new tiers of civil monetary penalties, amended HIPAA to make civil and criminal penalties
directly applicable to business associates and possibly other persons, and gave state attorneys general new authority to
file civil actions for damages or injunctions in federal courts to enforce the federal HIPAA laws and seek attorneys’
fees and costs associated with pursuing federal civil actions;
•the federal transparency requirements known as the federal Physician Payments Sunshine Act, under the Patient
Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010
(collectively, the ACA), which requires certain manufacturers of drugs, devices, biologics and medical supplies to
report annually to CMS information related to payments and other transfers of value made by that entity to physicians
(currently defined to include doctors, dentists, optometrists, podiatrists and chiropractors), certain non-physician
providers such as physician assistants and nurse practitioners and teaching hospitals, as well as ownership and
investment interests held by physicians and their immediate family members. Failure to submit required information
may result in civil monetary penalties for all payments, transfers of value or ownership or investment interests that are
not timely, accurately, and completely reported in an annual submission;
•federal government price reporting laws, which require us to calculate and report complex pricing metrics in an
accurate and timely manner to government programs;
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•federal consumer protection and unfair competition laws, which broadly regulate marketplace activities and activities
that potentially harm consumers;
•analogous state and local laws and regulations, including: state anti-kickback and false claims laws; state laws that
require pharmaceutical companies to comply with the pharmaceutical industry’s voluntary compliance guidelines and
the relevant compliance guidance promulgated by the U.S. federal government, or otherwise restrict payments that
may be made to healthcare providers and other potential referral sources; state and local laws that require the
licensure of sales representatives; state laws that require drug manufacturers to report information related to payments
and other transfers of value to physicians and other healthcare providers or marketing expenditures and pricing
information; state laws governing the privacy and security of health information in certain circumstances, many of
which differ from each other in significant ways and may not have the same effect; and state laws related to insurance
fraud in the case of claims involving private insurers; and
•EU, UK and other foreign law equivalents, including reporting requirements detailing interactions with and payments
to healthcare providers and data privacy and security laws and regulations that may be more stringent than those in
the U.S.
State and foreign laws, including for example the EU General Data Protection Regulation (GDPR), also govern the
privacy and security of health information in some circumstances, many of which differ from each other in significant
ways and often are not preempted by HIPAA, thus complicating compliance efforts. There are ambiguities as to what is
required to comply with these state requirements and if we fail to comply with an applicable state law requirement, we
could be subject to penalties.
We have and will continue to spend substantial time and money to ensure that our business arrangements with third
parties comply with applicable healthcare laws and regulations. Recent healthcare reform legislation has strengthened
these federal and state healthcare laws. Because of the breadth of these laws and the narrowness of the statutory
exceptions and safe harbors available, it is possible that some of our business activities could be subject to challenge
under one or more of such laws.
Other laws that may affect our ability to operate include:
•the anti-inducement law prohibits, among other things, the offering or giving of remuneration, which includes,
without limitation, any transfer of items or services for free or for less than fair market value (with limited
exceptions), to a Medicare or Medicaid beneficiary that the person know or should know is likely to influence the
beneficiary’s selection of a particular supplier of items or services reimbursable by a federal or state governmental
program; and
•European and other foreign law equivalents of each of the laws, including reporting requirements detailing
interactions with and payments to healthcare providers.
In the U.S., to help patients afford our approved product, we may utilize programs to assist them, including patient
assistance programs and co-pay coupon programs for eligible patients. Government enforcement agencies have shown
increased interest in pharmaceutical companies’ product and patient assistance programs, including reimbursement
support services, and a number of investigations into these programs have resulted in significant civil and criminal
settlements. In addition, at least one insurer has directed its network pharmacies to no longer accept co-pay coupons for
certain specialty drugs the insurer identified. Our co-pay coupon programs could become the target of similar insurer
actions. In addition, in November 2013, the CMS issued guidance to the issuers of qualified health plans sold through the
ACA’s marketplaces encouraging such plans to reject patient cost-sharing support from third parties and indicating that
the CMS intends to monitor the provision of such support and may take regulatory action to limit it in the future. The
CMS subsequently issued a rule requiring individual market qualified health plans to accept third-party premium and
cost-sharing payments from certain government-related entities. In September 2014, the Office of the Inspector General
of the HHS issued a Special Advisory Bulletin warning manufacturers that they may be subject to sanctions under the
AKS and/or civil monetary penalty laws if they do not take appropriate steps to exclude Part D beneficiaries from using
co-pay coupons. Accordingly, companies exclude these Part D beneficiaries from using co-pay coupons. Additionally,
certain third-party payors are modifying benefit designs based on the availability of manufacturer cost-sharing assistance
(e.g., copay accumulator or maximizer programs). Following a federal district court decision vacating the provisions of
the 2021 Notice of Benefit and Payment Parameter final rule that provided health plans with discretion whether to
include manufacturer assistance toward the cost-sharing limit, CMS stated its intent to address this issue in future
rulemaking. It is possible that changes in insurer policies regarding co-pay coupons and/or the introduction and
enactment of new legislation or regulatory action could restrict or otherwise negatively affect these patient support
programs, which could result in fewer patients using affected products, and therefore could have a material adverse
effect on our sales, business, and financial condition.
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Third-party patient assistance programs that receive financial support from companies have become the subject of
enhanced government and regulatory scrutiny. The Office of the Inspector General of the HHS has established
guidelines that suggest that it is lawful for pharmaceutical manufacturers to make donations to charitable organizations
who provide co-pay assistance to Medicare patients, provided that such organizations, among other things, are bona fide
charities, are entirely independent of and not controlled by the manufacturer, provide aid to applicants on a first-come
basis according to consistent financial criteria and do not link aid to use of a donor’s product. However, donations to
patient assistance programs have received some negative publicity and have been the subject of multiple government
enforcement actions, related to allegations regarding their use to promote branded pharmaceutical products over other
less costly alternatives. Specifically, in recent years, there have been multiple settlements resulting out of government
claims challenging the legality of their patient assistance programs under a variety of federal and state laws. It is possible
that we may make grants to independent charitable foundations that help financially needy patients with their premium,
co-pay, and co-insurance obligations. If we choose to do so, and if we or our vendors or donation recipients are deemed
to fail to comply with relevant laws, regulations or evolving government guidance in the operation of these programs, we
could be subject to damages, fines, penalties, or other criminal, civil, or administrative sanctions or enforcement actions.
We cannot ensure that our compliance controls, policies, and procedures will be sufficient to protect against acts of our
employees, business partners, or vendors that may violate the laws or regulations of the jurisdictions in which we
operate. Regardless of whether we have complied with the law, a government investigation could impact our business
practices, harm our reputation, divert the attention of management, increase our expenses, and reduce the availability of
foundation support for our patients who need assistance.
Violations of these laws or any future enacted laws can subject us to criminal, civil and administrative sanctions
including monetary penalties, damages, fines, disgorgement, individual imprisonment and exclusion from participation
in government funded healthcare programs, such as Medicare and Medicaid, additional reporting requirements and
oversight if we become subject to a corporate integrity agreement or similar agreement to resolve allegations of non-
compliance with these laws, reputational harm, and we may be required to curtail or restructure our operations.
Moreover, we expect that there will continue to be federal and state laws and regulations, proposed and implemented,
that could impact our future operations and business.
Because of the breadth of these laws and the narrowness of the statutory exceptions and safe harbors available, it is
possible that some of our business activities could be subject to challenge under one or more of such laws. Ensuring that
our internal operations and future business arrangements with third parties comply with applicable healthcare laws and
regulations will involve substantial costs. It is possible that governmental authorities will conclude that our business
practices do not comply with current or future statutes, regulations, agency guidance or case law involving applicable
fraud and abuse or other healthcare laws and regulations. If our operations are found to be in violation of any of the laws
described above or any other governmental laws and regulations that may apply to us, we may be subject to significant
penalties, including administrative, civil and criminal penalties, damages, fines, disgorgement, the exclusion from
participation in federal and state healthcare programs, individual imprisonment, reputational harm, and the curtailment or
restructuring of our operations, as well as additional reporting obligations and oversight if we become subject to a
corporate integrity agreement or other agreement to resolve allegations of non-compliance with these laws. Further,
defending against any such actions can be costly and time-consuming, and may require significant financial and
personnel resources. Therefore, even if we are successful in defending against any such actions that may be brought
against us, our business may be impaired. If any of the physicians or other providers or entities with whom we expect to
do business are found to not be in compliance with applicable laws, they may be subject to criminal, civil or
administrative sanctions, including exclusions from government funded healthcare programs and imprisonment. If any of
the above occur, our ability to operate our business and our results of operations could be adversely affected.
Healthcare Reform
In the U.S., the EU and other foreign jurisdictions, there have been a number of legislative and regulatory changes to the
healthcare systems that could affect our future results of operations. In particular, there have been and continue to be a
number of initiatives at the U.S. federal and state levels that seek to reduce healthcare costs and improve the quality of
healthcare. For example, the ACA, effective since March 2010, is a sweeping law intended to broaden access to health
insurance, reduce or constrain the growth of healthcare spending, enhance remedies against fraud and abuse, add new
transparency requirements for the healthcare and health insurance industries, impose new taxes and fees on the health
industry and impose additional health policy reforms.
Healthcare reforms that have been adopted, and that may be adopted in the future, could result in further reductions in
coverage and levels of reimbursement for pharmaceutical products, increases in rebates payable under U.S. government
rebate programs and additional downward pressure on pharmaceutical product prices. As discussed above, in August
2022, the IRA was enacted codifying, among other things: a Medicare drug price negotiation program, under which HHS
directly negotiates the selling price of statutorily specified number of Part B and Part D drugs and biologics each year;
inflation rebates which penalizes drug manufacturers that increase prices of Medicare Part B and Part D drugs at a rate
greater than the rate of inflation; and a redesign of the Part D benefit. The IRA permits the Secretary of HHS to
implement many of these provisions through guidance, as opposed to regulation, for the initial years. Manufacturers that
fail to comply with the IRA may be subject to various penalties, including civil monetary penalties. The IRA also
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extends enhanced subsidies for individuals purchasing health insurance coverage in ACA marketplaces through plan
year 2025. To date, none of the legislative attempts to extend the subsidies has been enacted. These IRA provisions
began taking effect progressively starting in 2023, although certain policies have been subject to legal challenges. For
example, the provisions related to the negotiation of selling prices of high-expenditure single-source drugs and biologics
have been challenged in multiple lawsuits. Additionally, we cannot predict whether the U.S. Congress will further amend
the IRA or if the government will adopt new or different interpretations of the law in future guidance or rulemaking.
However, at this time, the Trump administration is continuing to implement the IRA and to defend the law in litigation.
While it is unclear how the IRA will be implemented in the future and the outcome of the litigation, it will likely have a
significant impact on the pharmaceutical industry.
In addition, the Trump administration has taken several steps to try to align U.S. drug prices with drug prices in other
countries through an approach known as most favored nation (MFN) pricing. For example, on May 12, 2025, the current
Presidential administration published an executive order which, among other actions, instructed HHS to communicate
MFN price targets. The executive order also directed certain steps if “significant progress towards [MFN] pricing . . . is
not delivered.” On July 31, 2025, the U.S. President issued letters to 17 pharmaceutical companies (not including
argenx), calling on those manufacturers and “every manufacturer” to take the following steps within 60 days: extend
MFN pricing to Medicaid for all of their existing drugs; guarantee Medicare, Medicaid, and commercial payors receive
MFN pricing for newly-launched drugs; return increased revenues abroad to American patients and taxpayers; and
participate in direct-to-consumer or direct-to-business distribution models to provide “high-volume, high rebate” drugs at
MFN pricing. Certain manufacturers have entered into direct agreements with the government.
On November 6, 2025, CMS announced the GENErating cost Reductions fOr U.S. Medicaid (GENEROUS) Model
under its Center for Medicare and Medicaid Innovation authority (CMMI). The GENEROUS Model is a voluntary
model that tests the impact of CMS-facilitated supplemental rebate agreements that align the Medicaid net price with a
defined MFN price. In December 2025, CMS issued the Global Benchmark for Efficient Drug Pricing (GLOBE) Model
and Guarding U.S. Medicare Against Rising Drug Costs (GUARD) Model proposed rules under its Center for Medicare
and Medicaid Innovation authority. The GLOBE and GUARD models would require manufacturers to pay additional
rebates for certain drugs based on the difference between the Medicare price and the price in market basket countries.
CMS proposes that the agency would apply the new rebate requirement to utilization by approximately 25% of Medicare
Part B fee-for-service enrollees (under GLOBE) and 25% of Medicare Part D enrollees (under GUARD). It is uncertain
if these proposed rules will be finalized and if they are, how they will impact our business.
Additionally, in Congress, there are pending legislative proposals that, if enacted, would require MFN pricing in certain
healthcare programs. We cannot predict if any of these legislative proposals will be enacted, how they would be
implemented, and how they could impact our business.
We expect that additional U.S. federal healthcare reform measures will be adopted in the future, any of which could limit
the amounts that the U.S. federal government will pay for healthcare products and services, which could result in
reduced demand for our product candidates or additional pricing pressures.
Further, legislative and regulatory proposals have been made to expand post-approval requirements and restrict sales and
promotional activities for pharmaceutical products. We cannot be sure whether additional legislative changes will be
enacted, or whether FDA regulations, guidance or interpretations will be changed, or what the impact of such changes on
the marketing approvals, if any, of our product candidates, may be. In addition, increased scrutiny by the U.S. Congress
of the FDA’s approval process may significantly delay or prevent marketing approval, as well as subject us to more
stringent product labeling and post-marketing conditions and other requirements.
Individual states in the U.S. have also become increasingly aggressive in passing legislation and implementing
regulations designed to control pharmaceutical and biological product pricing, including price or patient reimbursement
constraints, affordability review boards, discounts, restrictions on certain product access and marketing cost disclosure
and transparency measures, and, in some cases, designed to encourage importation from other countries and bulk
purchasing. Legally mandated price controls on payment amounts by third-party payors or other restrictions could harm
our business, results of operations, financial condition and prospects. In addition, regional healthcare authorities and
individual hospitals are increasingly using bidding procedures to determine what pharmaceutical products and which
suppliers will be included in their prescription drug and other healthcare programs. This could reduce the ultimate
demand for our products or put pressure on our product pricing, which could negatively affect our business, results of
operations, financial condition and prospects.
In international markets, reimbursement and healthcare payment systems vary significantly by country (including across
the EU’s individual member states), and many countries have instituted price ceilings on specific products and therapies.
Future political, economic, and regulatory developments may further affect the ability of pharmaceutical companies to
profitably commercialize current and future products..
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Environmental Aspects which may Influence the Use of our Material Fixed Assets
Our primary research and development activities take place in our facilities in Zwijnaarde, Belgium. For these activities
we require, and have obtained, the necessary environmental and biohazard permits from the responsible governments,
required by us for the manner in which we use said facilities.
New shares issued during 2025
As a result of the exercise of stock options and vesting of RSUs under our Equity Incentive Plan, 1,122,349 new shares
were created in 2025. Equity Incentive Plan means the equity incentive plan as adopted by our Board of Directors on
December 18, 2014, which was approved by the General Meeting on May 13, 2015, and amended by the General
Meeting on April 28, 2016, and November 25, 2019, and the Board of Directors on December 18, 2019, November 5,
2020, December 15, 2021, on February 27, 2023, on February 28, 2024, on 30 June 2025 and on 4 March 2026
The following table shows the developments in our share capital for the year ended December 31, 2025 and on February
19, 2026:
Number of shares outstanding on December 31, 2023 59,194,488
Exercise of stock options 1,478,225
Vesting of RSUs 88,244
Number of shares outstanding on December 31, 2024 60,760,957
Exercise of stock options 986,507
Vesting of RSUs 135,842
Number of shares outstanding on December 31, 2025 61,883,306
Exercise of stock options 179,582
Number of shares outstanding on February 19, 2026 62,062,888
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C.ORGANIZATIONAL STRUCTURE
As of December 31, 2025, argenx SE has one subsidiary, argenx BV, which is based in Belgium, and argenx BV has
sixteen subsidiaries. The following table sets out the following information for each of our principal subsidiaries: the
country of incorporation, and percentage ownership and voting interest held by us (directly or indirectly through
subsidiaries).
As per December 31, 2025
Name Country Participation
argenx SE the Netherlands 100%
argenx B.V. Belgium 100%
argenx Benelux B.V. Belgium 100%
argenx US, Inc. USA 100%
argenx Australia Pty. Ltd. Australia 100%
argenx Austria Services GmbH Austria 100%
argenx Brasil Produtos Farmacêuticos Ltda Brazil 100%
argenx Canada Inc. Canada 100%
argenx France SAS France 100%
argenx Germany GmbH Germany 100%
argenx Italy S.r.l. Italy 100%
argenx Japan KK. Japan 100%
argenx Netherlands Services B.V. the Netherlands 100%
argenx Spain S.L. Spain 100%
argenx Spain S.L. - Sucursal em Portugal Portugal 100%
argenx Switzerland, S.A. Switzerland 100%
argenx UK Ltd. United Kingdom 100%
Broteio Pharma B.V. the Netherlands 100%
The following chart provides an overview of the Group as of the date of this Annual Report. Percentages refer to both
the share of capital and voting rights.
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D.PROPERTY, PLANTS AND EQUIPMENT
Our principal executive, operational offices and laboratory space are located in Zwijnaarde, Belgium. In 2024, we added
new office space in Zwijnaarde. The total future cash flows related to these leases are represented below in
“Note 20 — Leases” in our consolidated financial statements which are included to our Annual Report for the period
ended December 31, 2025.
We also lease office space in Amsterdam (the Netherlands), Boston (U.S.), Tokyo (Japan), Geneva (Switzerland),
Munich (Germany), Issy-Les-Moulineaux (France), Vaughan, Ontario (Canada), Gerrards Cross (UK), Milan (Italy),
Madrid (Spain) and Sydney (Australia). In addition, our lease liabilities include a lease plan for company cars with
maturity dates up to four years.
For a discussion of contractual obligations, please see “Note 27 — Commitments” in our consolidated financial
statements which are included to our Annual Report for the period ended December 31, 2025.
We have our principal executive, operational offices and laboratory space located in Zwijnaarde, Belgium. The
following table sets forth our key leased facilities worldwide as of December 31, 2025:
Facility location Use Approx. size (m2) Lease expiry
Zwijnaarde, Belgium (leased) Operations and Laboratory Space 5,339 September 30, 2031
Zwijnaarde, Belgium (leased) Office Space 3,765 September 30, 2036
Boston, Massachusetts (leased) Office Space 2,379 August 31, 2030
Tokyo, Japan (leased) Office Space 546 January 17, 2027
Environment, Health and Safety
Our primary research and development activities take place in our facilities in Zwijnaarde, Belgium. For these activities
we require, and have obtained, the necessary environmental and biohazard permits from the responsible governments,
required by us for the manner in which we use said facilities. See “Item 3.D. — Risk Factors”.
ITEM 4.A.UNRESOLVED STAFF COMMENTS
Not applicable.
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