3 Fair value measurement

The Company measures certain assets and liabilities at fair value, either upon initial recognition or for subsequent accounting or reporting. U.S. GAAP, requires disclosure of methodologies used in determining the reported fair values, and establishes a hierarchy of inputs used when available. The three levels of the fair value hierarchy are described below:

Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company can access at the measurement date.

Level 2 - Valuations based on quoted prices for similar assets or liabilities in markets that are not active or models for which the inputs are observable, either directly or indirectly.

Level 3 - Valuations that require inputs that reflect the Company’s own assumptions that are both significant to the fair value measurement and are unobservable.

To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized as Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

Items measured at fair value on a recurring basis include financial instruments and contingent consideration. The carrying amount of cash and cash equivalents, accounts receivable from collaborators, prepaid expenses, other assets, accounts payable, accrued expenses and other current liabilities reflected in the consolidated balance sheets approximate their fair values due to their short-term maturities.

The following table sets forth the Company’s assets and liabilities that are required to be measured at fair value on a recurring basis as of September 30, 2017, and December 31, 2016:


	Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)		Total		Classification in consolidated balance sheets
		in thousands
At December 31, 2016
Assets:
Cash and cash equivalents	$	132,496	$	—	$	—	$	132,496
Total assets		132,496		—		—		132,496
Liabilities:
Derivative financial instruments - debt		—		—		11		11	Accrued expenses and other current liabilities
Derivative financial instruments - related party		—		—		51		51	Other non-current liabilities
Contingent consideration		—		—		1,838		1,838
Total liabilities	$	—	$	—	$	1,900	$	1,900
At September 30, 2017
Assets:
Cash and cash equivalents	$	88,934	$	—	$	—	$	88,934
Total assets		88,934		—		—		88,934
Liabilities:
Derivative financial instruments - debt		—		—		3		3	Accrued expenses and other current liabilities
Derivative financial instruments - related party		—		—		35		35	Other non-current liabilities
Contingent consideration		—		—		3,610		3,610
Total liabilities	$	—	$	—	$	3,648	$	3,648

Changes in Level 3 items during the nine months ended September 30, 2017, and 2016, are as follows:



			Derivative
	Contingent		financial
	consideration		instruments		Total
	in thousands
Balance at December 31, 2016	$	1,838	$	62	$	1,900
(Gains) / losses recognized in profit or loss		2,704		(29)		2,675
Amounts due (presented in Accrued expenses and other current liabilities)		(1,181)		—		(1,181)
Currency translation effects		249		5		254
Balance at September 30, 2017	$	3,610	$	38	$	3,648



			Derivative
	Contingent		financial
	consideration		instruments		Total
	in thousands
Balance at December 31, 2015	$	2,926	$	837	$	3,763
(Gains) / losses recognized in profit or loss		(1,569)		(701)		(2,270)
Currency translation effects		87		20		107
Balance at September 30, 2016	$	1,444	$	156	$	1,600

Contingent consideration

In connection with the Company’s acquisition of InoCard GmbH (“InoCard”) in 2014, the Company recorded contingent consideration related to amounts potentially payable to InoCard’s former shareholders. In August 2017, the Company and the former shareholders amended the 2014 sale and purchase agreement to waive certain of the Company’s obligations regarding the development of the acquired program pursuant to a plan to be agreed to between the Company and the InoCard former shareholders. The parties also modified the conditions of the agreed milestone payments, including a reduction of the percentage of any future milestone that can be settled in the form of Company ordinary shares from 100% to 50%. The Company recorded $2.3 million in research and development cost in the three and nine months ended September 30, 2017, related to the increase of fair value of the contingent consideration resulting from these modifications. The amounts payable in accordance with the amended sale and purchase agreement are contingent upon realization of the following milestones:

Early candidate nomination of product by third party;

Acceptance of investigational new drug application by the United States Food and Drug Administration or an equivalent filing in defined Western European countries;

Completion of dosing of all patients in the first clinical study; and

Full proof of concept of the product in humans after finalization of the first clinical study.

The valuation of the contingent liability is based on significant inputs not observable in the market such as the probability of success (“POS”) of achieving certain research milestones (estimated as probable for the first three milestones as of the balance sheet date), the time at which the research milestones are expected to be achieved (ranging from 2018 to 2021), as well as the discount rate applied, which represents a Level 3 measurement. The POS as well as the discount rate both reflect the probability of achieving a milestone as of a specific date. In June 2017, the Company replaced the risk-adjusted discount rate of 30.0% with the Company’s weighted average rate of capital of 14.5% to reflect the full integration of the acquired business into the Company’s operation. This resulted in a $0.3 million increase of the liability.

Varying the timing of the milestones, the discount rate and the POS of unobservable inputs results in the following fair value changes:


		September 30,
	2017
	in thousands
Change in fair value
Moving out of all milestones by 6 months	$	(231)
Increasing the POS for the first milestone by 20%		1,103
Decreasing the POS for the first milestone by 20%		(1,103)
Reducing the discount rate from 14.5% to 4.5%		1,004
Increasing the discount rate from 14.5% to 24.5%		(590)


		December 31,
	2016
	in thousands
Change in fair value
Moving out of all milestones by 6 months	$	(209)
Increasing the POS for the first milestone by 20%		367
Decreasing the POS for the first milestone by 20%		(367)
Reducing the discount rate from 30% to 20%		638
Increasing the discount rate from 30% to 40%		(309)

Derivative financial instruments

The Company issued derivative financial instruments related to its collaboration with Bristol-Meyers Squibb Company (“BMS”) and in relation to the issuance of the Hercules Technology Growth Corp. (“Hercules”) loan facility. The fair value of these derivative financial instruments as of September 30, 2017, was $0.0 million (December 31, 2016: $0.1 million), and these derivative financial instruments are described in more detail below.

There were no significant changes in the sensitivity of the fair value from (un)observable inputs as of September 30, 2017, compared to December 31, 2016.

BMS collaboration

On April 6, 2015, the Company entered into several agreements with BMS (the “BMS Agreements”). Pursuant to the terms of the BMS Agreements the Company granted BMS two warrants:

A warrant allowing BMS to purchase a specific number of uniQure ordinary shares such that its ownership will equal 14.9% immediately after such purchase. The warrant can be exercised on the later of (i) the date on which the Company receives from BMS the Target Designation Fees (as defined in the collaboration agreements) associated with the first six New Targets (as defined in the collaboration agreements); and (ii) the date on which BMS designates the sixth New Target.

A warrant allowing BMS to purchase a specific number of uniQure ordinary shares such that its ownership will equal 19.9% immediately after such purchase. The warrant can be exercised on the later of (i) the date on which uniQure receives from BMS the Target Designation Fees associated with the first nine New Targets; and (ii) the date on which BMS designates the ninth New Target.

Pursuant to the terms of the BMS Agreements the exercise price, in respect of each warrant, is equal to the greater of (i) the product of (A) $33.84, multiplied by (B) a compounded annual growth rate of 10% and (ii) the product of (A) 1.10 multiplied by (B) the VWAP for the 20 trading days ending on the date that is five trading days prior to the date of a notice of exercise delivered by BMS.

Hercules loan facility

On June 14, 2013, the Company entered into a venture debt loan facility with (the “Original Facility”) with Hercules Technology Growth Capital, Inc. (“Hercules”) pursuant to a Loan and Security Agreement (the “Loan Agreement”) which included a warrant. The warrant was not closely related to the host contract and was accounted for separately as a derivative financial liability measured at fair value though profit or loss. The warrant included in the Original Facility remained in place following the 2014 and 2016 amendments of the loan.