SC 14D9

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

(RULE 14d-101)

SOLICITATION/RECOMMENDATION STATEMENT

UNDER SECTION 14(D)(4) OF THE SECURITIES 1934 ACT OF 1934

PROSENSA HOLDING N.V.

(Name of Subject Company)

PROSENSA HOLDING N.V.

(Name of Person(s) Filing Statement)

Ordinary Shares, Nominal Value €0.01 Per Share

(Title of Class of Securities)

N71546100

(CUSIP Number of Class of Securities)

Berndt Modig

Chief Financial Officer

Prosensa Holding N.V.

J.H. Oortweg 21

2333 CH Leiden, The Netherlands

+31 (0)71 33 22 100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications

on Behalf of the Person(s) Filing Statement)

With a copy to:

Michael Davis

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

(212) 450-4000

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

TABLE OF CONTENTS

	Page
Item 1. Subject Company Information		1
Item 2. Identity and Background of Filing Person		1
Item 3. Past Contracts, Transactions, Negotiations and Agreements		5
Item 4. The Solicitation or Recommendation		14
Item 5. Person/Assets Retained, Employed, Compensated or Used		34
Item 6. Interest in Securities of the Subject Company		34
Item 7. Purposes of the Transaction and Plans or Proposals		35
Item 8. Additional Information		35
Item 9. Exhibits		42
Annex A    Opinion of Citigroup Global Markets Inc.		A-1

Item 1. Subject Company Information

(a) Name and Address

The name of the subject company to which this Solicitation/Recommendation Statement on Schedule 14D-9 (together with any exhibits and annexes attached hereto, this “Schedule 14D-9”) relates is Prosensa Holding N.V., a public limited liability company (naamloze vennootschap) organized under the laws of The Netherlands (the “Company” or “Prosensa”). The Company’s principal executive offices are located at J.H. Oortweg 21, 2333 CH Leiden, The Netherlands, and the Company’s telephone number at this address is +31 (0)71 33 22 100.

(b) Class of Securities

The title of the class of equity securities to which this Schedule 14D-9 relates is the ordinary shares, nominal value €0.01 per share, of the Company (the “Shares”). As of the close of business on December 10, 2014, there were 87,505,745 Shares authorized, of which 36,141,379 were issued and outstanding.

Item 2. Identity and Background of Filing Person

(a) Name and Address

The name, address and telephone number of the Company, which is the person filing this Schedule 14D-9, are set forth in Item 1(a) above.

(b) Tender Offer

This Schedule 14D-9 relates to the tender offer by BioMarin Falcons B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of The Netherlands (“BioMarin Falcons”) and a wholly owned indirect subsidiary of BioMarin Pharmaceutical Inc., a Delaware corporation (“Parent” or “BioMarin”), and BioMarin Giants B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of The Netherlands and a wholly owned indirect subsidiary of Parent (“BioMarin Giants,” and together with BioMarin Falcons, the “Purchaser”), to purchase all outstanding Shares of the Company in exchange for:

• $17.75 per Share, net to the seller in cash, without interest and less any applicable withholding taxes (the “Cash Consideration”); and

• one non-transferable contingent value right per Share (the “CVR” and, together with the Cash Consideration, the “Offer Consideration”), which represents the contractual right to receive the following cash payments, if any, in each case without interest and less applicable withholding taxes, if the applicable product approval milestone is achieved, as follows:

• $2.07 per CVR if, prior to 11:59 p.m. New York City time on May 15, 2016, BioMarin Falcons or its affiliates (or their respective successors or assigns) receives approval from the U.S. Food and Drug Administration of a “new drug application” that grants BioMarin Falcons or its affiliates (or their respective successors or assigns) the right to market and sell drisapersen, the Company’s lead product candidate, in the United States for the treatment of Duchenne Muscular Dystrophy, including subject to any applicable label restrictions; and

• $2.07 per CVR if, prior to 11:59 p.m. New York City time on February 15, 2017, BioMarin Falcons or its affiliates (or their respective successors or assigns) receives approval by the European Commission of a “marketing authorisation application” that grants BioMarin Falcons or its affiliates (or their respective successors or assigns) the right to market and sell drisapersen in the European Union for the treatment of Duchenne Muscular Dystrophy, including subject to any applicable label restrictions (the realization of the criteria described in this and the preceding bullet, each a “Milestone”),

upon the terms and subject to the conditions set forth in the Offer to Purchase dated December 12, 2014 (as amended or supplemented from time to time, the “Offer to Purchase”) and the related Letter of Transmittal (the “Letter of Transmittal,” which, together with the Offer to Purchase, constitute the “Offer”). The Offer to

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Purchase and the Letter of Transmittal are filed as Exhibits (a)(1)(A) and (a)(1)(B) hereto, respectively, and are incorporated herein by reference. The Offer is described in a Tender Offer Statement on Schedule TO filed with the United States Securities and Exchange Commission (the “SEC”) on December 12, 2014 by Purchaser and Parent (as amended or supplemented from time to time, the “Schedule TO”).

The Offer is being made pursuant to a Purchase Agreement dated as of November 23, 2014 (the “Purchase Agreement”) among the Company, Parent and BioMarin Falcons. The Offer is conditioned upon, among other things: (i) that there has been validly tendered in accordance with the terms of the Offer and not validly withdrawn on or prior to 6:00 p.m. (New York City time) on January 14, 2015 (the “Expiration Date,” unless Purchaser has extended the period during which the Offer is open in accordance with the Purchase Agreement, in which event “Expiration Date” will mean the latest time and date at which the Offer, as so extended by Purchaser, expires), at least a number of Shares that, together with the Shares then-owned by Purchaser or Parent (but excluding Shares tendered pursuant to notices of guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee prior to the Expiration Date), would represent 80% of the Shares outstanding immediately prior to the Expiration Date (the “Minimum Condition”); (ii) the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the “HSR Act”); (iii) that no law, regulation, order or injunction issued by a court of competent jurisdiction making illegal or otherwise prohibiting the closing of the Offer (the “Offer Closing”) or the Asset Sale (as defined below) is in effect; (iv) the Company has obtained the approval of the Company’s shareholders of the Asset Sale and the appointment of certain directors designated by Parent to the Boards, in each case effective upon the Offer Closing; and (v) the Purchase Agreement has not been terminated in accordance with its terms. A copy of the Purchase Agreement is filed as Exhibit (e)(1) to this Schedule and is incorporated herein by reference. The Purchase Agreement provides, among other things, that, upon the terms set forth in the Purchase Agreement, following the expiration of the Offer, Purchaser will provide a subsequent offering period (the “Subsequent Offering Period”) in accordance with Rule 14d-11 of the United States Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “1934 Act”) of not less than five nor more than twenty business days.

The Purchase Agreement further provides that on the terms and subject to the conditions therein, BioMarin Falcons will make the Offer and accept for payment and pay for all Shares validly tendered and not withdrawn pursuant to the Offer promptly after the expiration of the Offer, as the same may be extended pursuant to the Purchase Agreement, and the occurrence of the Offer Closing. BioMarin Falcons has partially assigned its rights and obligations under the Purchase Agreement to BioMarin Giants and, as such, they are both making the Offer. Unless the Offer is so extended, Purchaser expects the Offer Closing to occur at 6:00 p.m., New York City time on January 14, 2015.

The Purchase Agreement provides, among other things, that upon or promptly following the closing of the Subsequent Offering Period, Purchaser will complete a corporate reorganization of the Company and its subsidiaries (the “Post-Closing Reorganization”). As part of the Post-Closing Reorganization, Purchaser may complete the Asset Sale as described below, which may include, at Parent’s request, the amendment of the articles of association of the Company to permit the creation, among other things, of separate classes of shares of the Company. Purchaser may, alternatively, commence a statutory buy-out of Shares from any remaining minority shareholder in accordance with the Statutory Buy-Out Proceedings (as described below), or if Parent determines that it is not reasonably practicable to consummate the Post-Closing Reorganization by means of an Asset Sale or a statutory buy-out of Shares, subject to the prior approval of the two members of the Company supervisory board after the Offer Closing who are designated by Purchaser and/or Parent (the “Independent Directors”), any other measure constituting a Post-Closing Reorganization. For further information, please see “Section 11—The Purchase Agreement; Other Agreements” of the Offer to Purchase. Purchaser may decide to complete the Asset Sale even if Purchaser acquires 95% or more of the Shares pursuant to the Offer and the Statutory Buy-Out Proceedings are available.

The Asset Sale will result in all holders of Shares that were not tendered in the Offer or during the Subsequent Offering Period receiving, for each Share then held, cash and CVRs in an amount equal to the Offer

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Consideration, in each case, without interest and less any applicable Dutch dividend withholding tax (dividendbelasting) and/or any other applicable withholding taxes. Purchaser may decide to commence an alternative Post-Closing Reorganization, including by commencing statutory buy-out proceedings under Sections 2:92a and 2:201a of the Dutch Civil Code (“Statutory Buy-Out Proceedings”). The Purchase Agreement requires that in connection with an alternative Post-Closing Reorganization, including Statutory Buy-Out Proceedings, Purchaser must offer holders of Shares (or such holders must otherwise receive) the right to receive the Offer Consideration (without interest and less any applicable withholding taxes) for each Share held by such holder. However, in Statutory Buy-Out Proceedings, a Dutch court will determine a cash price to be paid for the Shares (which may not include a CVR or other contingent right), which may be greater than, equal to or less than the cash equivalent of the Cash Consideration and the value of a CVR.

Pursuant to the Asset Sale, promptly after the closing of the Subsequent Offering Period, the Company will sell and transfer all of its assets (including (i) at the discretion of BioMarin Falcons, the shares of its subsidiaries and (ii) any tax attributes to the extent transferrable) to BioMarin Falcons or one or more of its designees for aggregate consideration equal to (1) a note payable from BioMarin Falcons or one or more of its designees in an aggregate principal amount equal to the Cash Consideration multiplied by the total number of outstanding Shares as of the Offer Closing (which note will be prepayable without penalty or premium but will require BioMarin Falcons to pay to the Company, on or promptly following the end of the Subsequent Offering Period an amount of such note equal to the Cash Consideration multiplied by the number of outstanding Shares not tendered in the Offer or the Subsequent Offering Period), (2) a convertible note from BioMarin Falcons that is convertible into an aggregate number of CVRs that is equal to the total number of outstanding Shares as of the Offer Closing (which convertible note will be prepayable without penalty or premium but will require BioMarin Falcons to become obligated to Prosensa (or its designated shareholders), on or promptly following the end of the Subsequent Offering Period, to issue an aggregate number of CVRs that is equal to the number of Shares not tendered in the Offer or the Subsequent Offering Period) and (3) the assumption by BioMarin Falcons or its designees of all liabilities and obligations of the Company, whether actual, contingent or otherwise, including the express assumption of all contractual obligations (and also including the related obligation of BioMarin Falcons or its designees to fully indemnify and hold harmless the Company with respect to all such assumed liabilities and obligations). Following the Asset Sale, BioMarin Falcons intends to cause the Company to be dissolved and liquidated, in accordance with Dutch liquidation procedures, with the proceeds of the Asset Sale being distributed by means of a liquidation distribution or an advance distribution such that each holder of Shares that were not tendered in the Offer or during the Subsequent Offering Period will receive the Offer Consideration multiplied by the number of untendered Shares then held by such holder, without interest and less any applicable Dutch dividend withholding tax and/or any other applicable withholding taxes. Although it is intended that the liquidator will make one single advance payment equal to the Offer Consideration per Share held by a Shareholder, without interest and less any applicable Dutch dividend withholding tax and/or any other applicable withholding taxes, the liquidator may delay all or part of the payment as a result of material unforeseen circumstances (the transaction described in this paragraph, the “Asset Sale”)

The liquidator will be appointed at the EGM (as defined below) in accordance with section 2:19 of the Dutch Civil Code (the “DCC”). Subject to shareholder approval at the EGM, the Company has proposed that Stichting Prosensa, a foundation (stichting) organized and existing under the laws of the Netherlands (the “Foundation”), will be appointed as the liquidator to carry out the liquidation of the assets once the Company’s dissolution has become effective. Purchaser has incorporated the Foundation and has appointed the Company as the sole member of the board of the Foundation. Upon the Offer Closing, the Company will be replaced as the sole board member of the Foundation by the managing directors of the Company to be appointed in the EGM. Purchaser may, subject to the approval of the Independent Directors, replace the board members of the Foundation and appoint another party as a board member of the Foundation to complete the liquidation.

For further information, please see “Section 12—Purpose of the Offer; Plans for Prosensa” of the Offer to Purchase.

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As a result of the Post-Closing Reorganization, it is anticipated that the Company will cease to be a publicly traded company and will be liquidated or become wholly-owned by Purchaser. Under no circumstances will interest be paid on the Offer Consideration paid pursuant to the Offer, regardless of any extension of the Offer, the Subsequent Offering Period, or any delay in making payment for or on Shares.

The Post-Closing Reorganization, including the Asset Sale, requires approval from the Company’s supervisory board (the “Supervisory Board”) and the Company’s management board (the “Management Board” and, together with the Supervisory Board, the “Boards”) and shareholders. Obtaining these approvals from the Boards and shareholders is also a condition to the Offer Closing. On November 21, 2014, the Boards approved the transactions contemplated by the Purchase Agreement, including the Asset Sale. On December 3, 2014, the Boards resolved to hold an extraordinary general meeting of shareholders for the purpose of voting on, among other things, the approval of the Asset Sale and the appointment of certain directors designated by Parent on the Boards, in each case effective upon the Offer Closing (collectively, the “Shareholder Approvals”). On December 9, 2014, the Company notified its shareholders that this extraordinary general meeting of shareholders will be held on January 13, 2015 at the Company’s offices at J.H. Oortweg 21, 2333 CH Leiden, the Netherlands (the “EGM”).

Pursuant to the Purchase Agreement, immediately prior to the Offer Closing, all outstanding and unexercised options to purchase Shares granted under the Company’s equity compensation plans, whether vested or unvested (an “Option”), that have an exercise price per share that is less than or equal to the Cash Consideration will become fully vested and exercisable and, at the Offer Closing, will be cancelled in exchange for the right to receive an amount in cash from Purchaser at the Offer Closing equal to the product of multiplying the total number of Shares subject to such Option by the excess of the Cash Consideration over the per share exercise price of such Option, and one CVR per Share subject to such Option, in each case, without interest and subject to applicable tax withholding.

At least five business days prior to the Offer Closing, each holder of an Option that has an exercise price per share that is greater than the Cash Consideration will be provided written notice by the Company that such holder will have the right, during the period beginning on the date of such notice and ending on the business day preceding the Offer Closing, to exercise such Option by providing the Company with a notice of exercise and a cash amount equal to the product of multiplying the total number of Shares subject to such Option by the excess of the applicable per share exercise price of such Option over the Cash Consideration, with such exercise conditioned on the occurrence of the Offer Closing. Each such Option that is exercised as described in the preceding sentence will be settled at the Offer Closing in exchange for, in respect of each Share subject to such Option, one CVR. Any such Option not exercised in accordance with this paragraph will be cancelled at the completion of the Post-Closing Reorganization for no consideration, and the holders thereof will cease to have any rights with respect thereto.

Pursuant to the Purchase Agreement, each restricted Share that is outstanding immediately prior to the Offer Closing and that was granted or issued under an equity compensation plan of the Company (a “Restricted Share”) and that is validly tendered and not withdrawn pursuant to the Offer will become fully vested as of immediately prior to the Offer Closing and treated as a validly tendered Share under the terms of the Purchase Agreement. Any Restricted Share that is not validly tendered or that is withdrawn pursuant to the Offer will remain outstanding after the Offer Closing in accordance with its terms and, (1) to the extent it becomes vested as of the consummation of the Offer, the Asset Sale or other Post-Closing Reorganization, will be treated in the same way as any other Share that is not tendered in the Offer under the terms of the Purchase Agreement and (2) otherwise, (a) to the extent not prohibited by the applicable award agreement, will be repurchased by the Company at the applicable issue price of such Restricted Share or (b) if so prohibited, cancelled in exchange for the right to receive the Offer Consideration, without interest and less any applicable Dutch dividend withholding tax and/or any other applicable withholding taxes.

The Schedule TO states that the principal executive offices of Parent are located at 770 Lindaro Street, San Rafael, California, 94901, and its telephone number is (415) 506-6700. The Schedule TO further states that the

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principal executive offices of BioMarin Falcons is located at Barbara Strozzilaan 201, 1083 HN Amsterdam, the Netherlands and its telephone number is +44 (0)20 7420 0819 and the principal executive offices of BioMarin Giants is located at Barbara Strozzilaan 201, 1083 HN Amsterdam, the Netherlands and its telephone number is +44 (0)20 7420 0819.

For the reasons described in more detail below, the Boards unanimously recommend that Prosensa’s shareholders accept the Offer and tender their Shares pursuant to the Offer.

Item 3. Past Contracts, Transactions, Negotiations and Agreements

Except as set forth in this Schedule 14D-9, or as otherwise incorporated by reference herein, as of the date of this Schedule 14D-9, there are no material agreements, arrangements or understandings, nor any actual or potential conflicts of interest, between (i) Prosensa or any of its affiliates, on the one hand, and (ii) (x) any of Prosensa’s executive officers, directors or affiliates, or (y) the Parent or Purchaser or any of their respective executive officers, directors or affiliates, on the other hand.

(a) Arrangements with Non-Executive Directors, Executive Officers and Affiliates of the Company

In considering the recommendation of the Boards to tender Shares in the Offer, shareholders should be aware that the Company’s non-executive directors and executive officers, comprising the members of the Supervisory Board and Management Board, respectively, have agreements or arrangements that may provide them with interests that may differ from, or be in addition to, those of shareholders generally. The Boards were aware of these agreements and arrangements during their deliberations of the merits of the Purchase Agreement and in determining the recommendation set forth in this Schedule 14D-9.

Members of the Company’s Supervisory Board comprise the following seven individuals: Peter Goodfellow, David Mott, Daan Ellens, Martijn Kleijwegt, Anna Lisa Jenkins, Michael Wyzga and Georges Gemayel. Members of the Company’s Management Board comprise the following four individuals: Hans Schikan, Berndt Modig, Giles Campion and Luc Dochez.

Shares Held by Non-Executive Directors and Executive Officers of the Company

The Company’s non-executive directors and executive officers who tender the Shares they own pursuant to the Offer will be entitled to receive the same Offer Consideration on the same terms and conditions as the Company’s other shareholders who tender Shares into the Offer. As of December 10, 2014, the Company’s non-executive directors and executive officers held an aggregate of 847,166 Shares, excluding Shares underlying Options (but including Shares underlying Restricted Shares) held by the non-executive directors and executive officers, which are described along with a description of the treatment of Restricted Shares below under “—Treatment of Equity Awards.” Of these Shares, the non-executive directors held an aggregate of 217,031 Shares and the executive officers held an aggregate of 630,135 Shares. If the non-executive directors and executive officers of the Company were to tender all such Shares pursuant to the Offer, and such Shares were accepted by Purchaser, then the non-executive directors and executive officers would receive an aggregate of $15,037,196.50 in cash and 847,166 CVRs, without interest and less any applicable withholding of taxes. Certain of the Company’s non-executive directors and all of the Company’s executive officers have entered into tender agreements with Parent and Purchaser, pursuant to which they have agreed to tender all of their beneficially owned Shares into the Offer, which are described below under “Item 4. The Solicitation or Recommendation—(c) Intent to Tender.”

Shares Held by Certain Funds

The disclosed aggregate amounts of Share ownership for the Company’s non-executive directors described in the foregoing section do not include Shares owned by funds, including LSP Prosensa Pooling B.V. and New Enterprise Associates 13, L.P., that employ certain non-executive directors. If these funds tender the Shares they

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own pursuant to the Offer, they will be entitled to receive the same Offer Consideration on the same terms and conditions as the Company’s other shareholders who tender Shares into the Offer. As of December 10, 2014, the funds affiliated with certain of the Company’s non-executive directors held 12,694,095 Shares. If such funds were to tender all such Shares pursuant to the Offer, and such Shares were accepted by Purchaser, then the funds would receive an aggregate of $225,320,186.25 in cash and 12,694,095 CVRs, without interest and less any applicable withholding taxes. These funds have entered into tender agreements with Parent and Purchaser, pursuant to which they have agreed to tender all of their beneficially owned Shares into the Offer, which are described below under “Item 4. The Solicitation or Recommendation—(c) Intent to Tender.”

Treatment of Equity Awards

Stock Options

Pursuant to the Purchase Agreement, immediately prior to the Offer Closing, each Option that has an exercise price per share that is less than or equal to the Cash Consideration will become fully vested and exercisable and, at the Offer Closing, will be cancelled in exchange for the right to receive an amount in cash from Purchaser to the holder thereof equal to the product of multiplying the total number of Shares subject to such Option by the excess of the Cash Consideration over the per share exercise price of such Option, and one CVR per Share subject to such Option, in each case, without interest and less any applicable tax withholding.

At least five business days prior to the Offer Closing, each holder of an Option that has an exercise price per share that is greater than the Cash Consideration will be provided written notice by the Company that such holder will have the right, during the period beginning on the date of such notice and ending on the business day preceding the Offer Closing, to exercise such Option by providing the Company with a notice of exercise and a cash amount equal to the product of multiplying the total number of Shares subject to such Option by the excess of the applicable per share exercise price of such Option over the Cash Consideration, with such exercise conditioned on the occurrence of the Offer Closing. Each such Option that is exercised as described in the preceding sentence will be settled at the Offer Closing in exchange for, in respect of each Share subject to such Option, one CVR. Any such Option not exercised in accordance with this paragraph will be cancelled at the completion of the Post-Closing Reorganization for no consideration, and the holders thereof will cease to have any rights with respect thereto.

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The table below sets forth information regarding the Options held by the Company’s non-executive directors and executive officers as of December 10, 2014, which, to the extent unvested, will vest upon the Offer Closing.

Name of Holder	Grant Date	Per Share Exercise Price		Unvested Options		Vested Options		Total Options
Non-Executive Directors
Peter Goodfellow	June 2009	€	0.01		—		11,250		11,250
	March 2011	€	0.01		—		42,500		42,500
	October 2012	€	0.01		4,454		6,796		11,250
	July 2013	$	19.25		6,459		3,541		10,000
David Mott	July 2013	$	19.25		6,459		3,541		10,000
Daan Ellens	July 2013	$	19.25		6,459		3,541		10,000
Martijn Kleijwegt	July 2013	$	19.25		6,459		3,541		10,000
Anna Lisa Jenkins	August 2014	$	9.40		40,000		—		40,000
Michael Wyzga	June 2014	$	10.80		40,000		—		40,000
Georges Gemayel	January 2014	$	6.21		40,000		—		40,000
Executive Officers
Hans Schikan	January 2009	€	0.01		—		14,063		14,063
	October 2009	€	0.01		—		60,938		60,938
	March 2011	€	0.01		2,709		102,290		104,999
	March 2011	€	0.01		12,500		37,500		50,000
	December 2012	€	0.01		400,000		—		400,000
	January 2014	$	6.00		160,000		—		160,000
Berndt Modig	March 2011	€	0.01		—		50,000		50,000
	March 2011	€	1.00		1,875		88,125		90,000
	March 2011	€	1.00		12,500		37,500		50,000
	December 2012	€	0.70		133,333		—		133,333
	January 2014	$	6.00		70,000		—		70,000
Giles Campion	May 2009	€	0.01		—		30,000		30,000
	November 2009	€	0.01		—		15,000		15,000
	December 2009	€	0.01		—		12,500		12,500
	March 2011	€	0.01		1,720		80,780		82,500
	March 2011	€	0.01		12,500		37,500		50,000
	October 2012	€	0.01		7,917		12,083		20,000
	December 2012	€	0.01		133,333		—		133,333
	January 2014	$	6.00		80,000		—		80,000
Luc Dochez	November 2008	€	0.01		—		625		625
	November 2009	€	0.01		—		15,146		15,146
	January 2010	€	0.01		—		3,094		3,094
	March 2011	€	0.01		1,250		58,750		60,000
	March 2011	€	0.01		12,500		37,500		50,000
	December 2012	€	0.01		133,333		—		133,333
	January 2014	$	6.00		70,000		—		70,000

Restricted Shares

Pursuant to the Purchase Agreement, each Restricted Share that is outstanding immediately prior to the Offer Closing and that was granted or issued under an equity compensation plan of the Company and that is validly tendered and not withdrawn pursuant to the Offer will become fully vested as of immediately prior to the Offer Closing and treated as a validly tendered Share under the terms of the Purchase Agreement. Any Restricted Share that is not validly tendered or that is withdrawn pursuant to the Offer will remain outstanding after the

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Offer Closing in accordance with its terms and (1) to the extent it becomes vested as of the consummation of the Offer, the Asset Sale or other Post-Closing Reorganization will be treated in the same way as any other Share that is not tendered in the Offer under the terms of the Purchase Agreement and (2) otherwise, (a) to the extent not prohibited by the applicable award agreement, will be repurchased by the Company at the applicable issue price of such Restricted Share or (b) if so prohibited, cancelled in exchange for the right to receive the Offer Consideration, without interest and less any applicable Dutch dividend withholding tax and/or any other applicable withholding taxes.

The table below sets forth information regarding the Restricted Shares held by the Company’s non-executive directors and executive officers as of December 10, 2014 which, to the extent unvested but tendered in the Offer, will vest upon the Offer Closing.

Name of Holder	Grant Date	Unvested Restricted Shares
Non-Executive Directors
Peter Goodfellow	—		—
David Mott	—		—
Daan Ellens	March 2011		313
	December 2012		5,937
Martijn Kleijwegt	—		—
Anna Lisa Jenkins	—		—
Michael Wyzga	—		—
Georges Gemayel	—		—
Executive Officers
Hans Schikan	December 2012		23,750
Berndt Modig	December 2012		7,917
Giles Campion	—		—
Luc Dochez	March 2011		1,781
	December 2012		7,917

Agreements with Non-Executive Directors and Executive Officers

Remuneration Policies

The remuneration of the members of the Company’s Supervisory Board and Management Board are discussed in the section titled “Compensation of Managing Directors and Supervisory Directors” under Item 6 of the Company’s Annual Report on Form 20-F for the year ended December 31, 2013, filed with the SEC on March 18, 2014 (the “2013 Annual Report”), which is incorporated herein by reference and filed as Exhibit (e)(7) hereto. Any information contained in the pages from the 2013 Annual Report that is incorporated by reference into this Item 3 shall be deemed modified or superseded for purposes of this Schedule 14D-9 to the extent that any information herein modifies or supersedes such information.

Employment Contracts

Each of the Company’s executive officers has entered into an employment contract with the Company, effective as of January 1, 2011 (each, a “Management Contract”). Following the listing of the Company in July 2013, the executive officers were no longer considered employees of the Company under Dutch law but the principal clauses of their Management Contracts remained in effect. Pursuant to the Management Contracts, upon termination of service other than (i) due to urgent cause (dringende reden) (which is the Dutch equivalent of a termination for gross misconduct), (ii) after a period of illness of two years or (iii) due to the executive officer

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reaching pensionable age under Dutch law, the executive officer is entitled to receive a cash lump sum payment equal to the product of (a) 0.5 (or, for Mr. Schikan, 1.0) multiplied by (b) the sum of the executive officer’s (x) gross annual fixed salary in effect at the time of the termination notice and (y) the average annual bonus for the immediately preceding two calendar years (or such shorter period, if applicable), payable within 30 days following the termination date.

Under the terms of the applicable Management Contract, each executive officer of the Company is subject to perpetual confidentiality and non-disclosure obligations, as well as a non-competition covenant for six months following termination of employment, except that the executive officer may hold shares in (i) publicly listed companies if such holdings are equal to or less than 1% of such company’s issued and outstanding shares and (ii) private companies if the executive officer remains a passive investor. During the term of the applicable Management Contract, the executive officer is also prohibited from directly or indirectly performing any services for another employer or principal and from doing business for his own account without the Company’s express consent. Subject to the Company’s prior written consent, the executive officer is prohibited from accepting or stipulating any direct or indirect benefit from the Company’s current or former principals, customers or contacts. If the executive officer breaches any of the foregoing restrictive covenants, following written notice of such breach by the Company to the executive officer, the executive officer must pay a penalty to the Company equal to €50,000 per violation and €2,500 for each full or partial day in which the violation continues or is repeated. Such penalty is in addition to any other rights the Company may have to recover damages from the executive officer if such damages are higher than the total amount of such penalty.

For purposes of the Management Contracts, a “Change of Control” generally means any event by which a party, or several parties related to each other, affiliated with each other and/or acting jointly, obtain control over the Company including, without limitation, through (i) the ownership, directly or indirectly, legally or beneficially, of more than 30% of the Company’s capital stock or assets, (ii) the power to exercise more than 30% of the voting rights of the Company, (iii) the power to appoint more than 30% of the members of the Board or such other representative body or (iv) the right to manage the affairs of the Company, subject to certain exceptions. For purposes of the Management Contracts, a Change of Control will occur upon the Offer Closing. The Management Contracts provide for the following payments and benefits in connection with a Change of Control.

• All of the Options (and, for Messrs. Modig and Dochez, Restricted Shares) held by the executive officer will become immediately vested, subject to the executive officer’s continued employment as of the date of such Change of Control. For the avoidance of doubt, Restricted Shares held by Mr. Schikan will become immediately vested in connection with a Change of Control in accordance with the terms of his applicable award agreement; and

• Upon termination of service (i) by the Company other than due to dringende reden, (ii) by the executive officer for any reason (unless the executive officer receives a written offer of employment from the Company, the Purchaser or an affiliate of the Purchaser that provides compensation (including equity-based compensation) and responsibilities that are equivalent to those as of immediately prior to the Change of Control) or (iii) mutually agreed to between the Company and the executive officer, in each case within 12 months following the Change of Control, the executive officer will receive a cash lump sum payment equal to 130% (or, for Mr. Schikan, 150%) of his gross annual fixed salary in effect at the time of the Change of Control.

Under the terms of his Management Contract, Mr. Modig is entitled to receive a one-time special bonus (the “Special Bonus”) equal to €100,000 if one of the following transactions occur during the contract term:

• A transfer of more than 50% of the total issued and outstanding Shares to a party not affiliated with the Company in exchange for consideration that is equal to or greater than €6.50 per Share; or

• Any other transfer or economic ownership of more than 50% of (i) the total issued and outstanding Shares or (ii) the Company’s business, in each case in exchange for consideration that is equal to or greater than €6.50 per Share.

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The Special Bonus is payable within 30 days of the completion of such transaction, subject to (i) Mr. Modig’s continued employment as of the date of the completion of such transaction or (ii) in the event Mr. Modig’s employment is terminated by the Company, the completion of the transaction within six months following such termination date. The Offer Closing would constitute an eligible transaction for purposes of the Special Bonus.

The foregoing description is qualified in its entirety by reference to the Management Contracts, copies of which are attached hereto as Exhibits (e)(8) through (e)(11) and are incorporated herein by reference.

2014 Annual Cash Bonuses

Pursuant to the terms of the Purchase Agreement, with respect to the fiscal year of the Company ending on December 31, 2014, the Company and its subsidiaries may pay annual cash bonuses to eligible services providers of the Company (including the executive officers) pursuant to the terms set forth in such individual’s employment agreement, if applicable, and in the ordinary course of business consistent with past practice determined by the Company and its subsidiaries in its sole discretion, which such bonuses may not exceed $2 million in the aggregate. Pursuant to the terms of their Management Contracts and the remuneration policy for the Company’s executive officers, the Company’s executive officers are eligible to receive bonuses for 2014 equal to 40% (or, for Mr. Schikan, 50%) of the executive officer’s gross annual fixed salary for such year, based on the achievement of objectives that have been mutually determined by the executive officer and the Company.

Continuing Employee Benefits

Pursuant to the Purchase Agreement, for a period of one year following the Closing (or such shorter period of employment, as the case may be), Parent or Purchaser will provide each employee who remains employed by Parent, Purchaser or any of their respective subsidiaries (the “Continuing Employees”) with (i) an annual rate of salary or wages that is no less favorable than that provided to such employee as of immediately prior to the Closing, (ii) bonus opportunities and employee benefits that are no less favorable than that provided to such Continuing Employee as of immediately prior to the Closing and (iii) severance benefits (upon a qualifying termination of employment) that are no less favorable than that for which such Continuing Employee was eligible as of immediately prior to the Closing (which will, upon a qualifying termination of employment, be no less than six months of the applicable annual rate of salary or wages), provided that, in each case, any increase in the annual rate of salary or wages, bonus opportunities, employee benefits or severance benefits, as applicable, following the date of the Purchase Agreement was made in compliance with the terms of the Purchase Agreement. In no event will the terms of the Purchase Agreement be deemed to confer upon any Continuing Employee any right to continued employment with Parent or any of its affiliates (including, following the Offer Closing, the Company).

Independent Directors

The Purchase Agreement provides that on or prior to the date that the Offer is commenced, the Company was required to duly call, give notice and, as soon as practicable following the date of Purchase Agreement, hold an EGM to provide information (together with any amendments and supplements thereto and any other required materials (the “EGM Materials”) and approve certain actions required by the Purchase Agreement including, among other things, the resignation of all but two directors from the Company’s Boards (the “Independent Directors”) and the appointment of new directors to the Company’s Boards as designated by Purchaser to replace such resigning directors. Certain of the actions to be approved at the EGM are described in more detail below and in the Offer to Purchase. Purchaser has designated in writing to the Company the new members for the Company’s Boards. At the EGM, the shareholders will appoint the new members as designated by Purchaser; provided, that (1) no fewer than two of the current directors of the Company, to be mutually agreed upon by Purchaser and the Company, will remain on the supervisory board of the Company until the earlier of (a) such time after the Offer Closing as the Purchaser owns 100% of the outstanding Shares, (b) the date the liquidation of

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the Company has been duly completed or (c) one year after the date of the Purchase Agreement. On December 9, 2014, the Company notified its shareholders that the EGM will be held on January 13, 2015, at the Company’s offices at J.H. Oortweg 21, 2333 CH Leiden, The Netherlands.

Director and Officer Indemnification and Insurance

Under applicable Dutch corporate law and the Company’s articles of association, Prosensa has broad powers to indemnify its supervisory directors and managing directors against liabilities they may incur in such capacities, including liabilities under the Securities Act of 1933, as amended.

Pursuant to the terms of the Purchase Agreement, for six years after the Offer Closing, Buyer and the Company will indemnify and hold harmless the present and former directors, officers or employees of the Company and its subsidiaries (each, an “Indemnified Person”) in respect of acts or omissions occurring at or prior to the Offer Closing to the fullest extent permitted by applicable law or provided under the Company’s organizational documents in effect on the date of the Purchase Agreement. Buyer and the Company have also agreed to advance fees, costs and expenses (including reasonable attorney’s fees and disbursements) as incurred by such Indemnified Person in connection with and prior to the final disposition of any litigation, arbitration, mediation or other proceeding arising out of or relating to matters that would be indemnifiable pursuant to the terms of the Purchase Agreement (subject to the execution by such Indemnified Person of appropriate undertakings to repay such advanced fees, costs and expenses if it is ultimately determined that such Indemnified Person is not entitled to indemnification).

The Purchase Agreement also provides that the Company (or any successor to the business of the Company) shall maintain in effect provisions in its articles of association and bylaws regarding the exculpation of liability of directors, indemnification of Indemnified Persons and advancement of fees, costs and expenses that are no less advantageous to the intended beneficiaries than the corresponding provisions as in effect as of the date of the Purchase Agreement, which include that, unless Dutch law provides otherwise, and subject to certain exceptions for behavior that can be characterized as willful (opzettelijk), intentionally reckless (bewust roekeloos) or seriously culpable (ernstig verwijtbaar) conduct, current and former managing directors and supervisory directors shall be reimbursed for: (i) the reasonable costs of conducting a defense against claims based on acts or failures to act in the exercise of their duties, (ii) any damages or fines payable by them as a result of an act or failure to act as referred to under (i), and (iii) reasonable costs of appearing in other legal proceedings in which they are involved as current or former members of the Management Board or Supervisory Board, with the exception of proceedings primarily aimed at pursuing a claim on their own behalf.

In addition, the Company will obtain a non-cancellable extension of the directors’ and officers’ liability coverage of the Company’s existing directors’ and officers’ insurance policies and the Company’s existing fiduciary liability insurance policies (collectively, “D&O Insurance”), in each case for a claims reporting or discovery period of at least six years from and after the Offer Closing with respect to any claim related to any period of time at or prior to the Offer Closing from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to D&O Insurance with terms, conditions, retentions and limits of liability that are no less favorable than the coverage provided under the Company’s existing policies. If the Company for any reason fails to obtain such “tail” insurance policies as of the Offer Closing, the Company’s D&O Insurance in place as of the date of the Purchase Agreement will be maintained in effect, for a period of at least six years from the Offer Closing, with the Company’s current insurance carrier or with an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to D&O Insurance with terms, conditions, retentions and limits of liability that are no less favorable than the coverage provided under the Company’s existing policies as of the date of the Purchase Agreement, or Buyer shall purchase from the Company’s current insurance carrier or from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to D&O Insurance comparable D&O Insurance for such six-year period with terms, conditions, retentions and limits of liability that are no less favorable than as provided in the Company’s existing policies as of the date of the Purchase Agreement. Notwithstanding the foregoing, Parent will not be required to expend for such policies an annual premium amount in excess of 300% of the amount per annum the Company paid in the year ended December 31, 2013.

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The Company has also entered into indemnification agreements (collectively, the “Indemnification Agreements”) with the members of the Supervisory Board and the Management Board (the “Board Indemnitees”). The Indemnification Agreements relate to indemnification and expense reimbursement for actual, threatened, pending or completed actions, suits, arbitrations, alternate dispute resolution mechanisms, investigations, inquiries, administrative hearings and other actual, threatened, pending or completed proceedings, in which the Board Indemnitee was, is or will be involved as a party or otherwise, by reason of the fact that the Board Indemnitee is or was a Board member, by reason of any action taken by him or of any inaction on his part while acting as a Board member, or by reason of the fact that he is or was serving at the request of the Company as a managing director, supervisory director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise (“Proceedings”).

Among other things, the Indemnification Agreements require the Company, in the case of Proceedings other than Proceedings by or in the right of the Company, to indemnify Board Indemnitees against all expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him, or on his behalf, in connection with a Proceeding, if the Board Indemnitee acted in good faith and in a manner the Board Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to a criminal Proceeding, had no reasonable cause to believe the Board Indemnitee’s conduct was unlawful.

If a Board Indemnitee is a party to a Proceeding brought by or in the right of the Company, the Board Indemnitee will be indemnified against all expenses incurred in connection with such Proceeding if the Board Indemnitee acted in good faith. Further, no indemnification will be provided for expenses made in respect of any Proceeding as to which the Board Indemnitee was found liable to the Company, unless and to the extent that the appropriate court of The Netherlands shall determine that such indemnification shall be made.

If a Board Indemnitee is not wholly successful in the Proceedings, the Company will indemnify the Board Indemnitee against all expenses actually and reasonably incurred in connection with each successfully resolved claim, issue or matter.

Notwithstanding any provision of the Indemnification Agreement, the Company is not obligated to indemnify any claim against a Board Indemnitee for which it has been established by a competent court in a final and conclusive decision that such claim resulted from willful, intentionally reckless or seriously culpable conduct by such Board Indemnitee.

The Indemnification Agreements terminate upon the later of (a) ten years after the date that the Board Indemnitee has ceased to serve as a member of the Supervisory Board or the Management Board, as applicable, (b) one year after the final termination of any Proceeding in respect of which the Board Indemnitee is granted rights of indemnification under the Indemnification Agreement or (c) if the Company declares bankruptcy, three years after the date on which the Company is declared bankrupt.

The foregoing description of the Indemnification Agreements does not purport to be complete and is qualified in its entirety by the full text of the Form of Director Indemnification Agreement, a copy of which is filed as Exhibit (e)(2) to this Schedule 14D-9 and is incorporated herein by reference.

Other Agreements

The Company and certain of its shareholders are party to a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company granted such shareholders certain customary “demand” registration rights, “piggyback” registration rights and “shelf” registration rights. The shareholders that are parties to the Tender and Support Agreements (as defined below) have agreed, contingent upon and effective as of immediately prior to the Offer Closing, to terminate the Registration Rights Agreement. The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by the full text of the Form of Registration Rights Agreement, a copy of which is filed as Exhibit (e)(12) to this Schedule 14D-9 and is incorporated herein by reference.

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(b) Arrangements between the Company and Parent, Purchaser or their Affiliates

Representatives of Parent and its affiliates, on the one hand, and representatives of the Company and its affiliates, on the other, from time to time, have engaged in various informal communications and contacts related to a longstanding relationship as members of the biopharmaceutical industry. Except as described in this Schedule 14D-9, these communications and contacts did not result in any formal transaction between the Company and its affiliates, on the one hand, and Parent and its affiliates, on the other hand.

In addition, the Company’s executive officers and certain non-executive directors have entered into the Tender and Support Agreements with Parent and BioMarin Falcons, pursuant to which they have agreed to tender all of their beneficially owned Shares into the Offer, which are described below under “Item 4. The Solicitation or Recommendation—(c) Intent to Tender.”

Purchase Agreement

On November 23, 2014, the Company, Parent and Purchaser entered into the Purchase Agreement. The summary of the material provisions of the Purchase Agreement contained in “Section 11—The Purchase Agreement; Other Agreements” of the Offer to Purchase and the description of the Conditions of the Offer contained in “Section 15—Certain Conditions of the Offer” of the Offer to Purchase are incorporated herein by reference. Such summary and description are qualified in their entirety by reference to the Purchase Agreement, which is filed as Exhibit (e)(1) hereto and is incorporated herein by reference.

The summary and description contained in the Offer to Purchase have been incorporated by reference herein to provide you with information regarding the terms of the Purchase Agreement and are not intended to modify or supplement any factual disclosures about Parent, Purchaser, the Company or their respective affiliates. The representations, warranties and covenants contained in the Purchase Agreement were made only for the purposes of the Purchase Agreement, were made as of specific dates, were made solely for the benefit of the parties to the Purchase Agreement and may not have been intended to be statements of fact, but rather, as a method of allocating risk and governing the contractual rights and relationships among the parties to the Purchase Agreement. In addition, such representations, warranties and covenants may have been qualified by certain disclosures not reflected in the text of the Purchase Agreement and may apply standards of materiality and other qualifications and limitations in a way that is different from what may be viewed as material by the shareholders of Parent or the Company. In reviewing the representations, warranties and covenants contained in the Purchase Agreement or any descriptions thereof in this summary, it is important to bear in mind that such representations, warranties and covenants or any descriptions were not intended by the parties to the Purchase Agreement to be characterizations of the actual state of facts or conditions of Parent, Purchaser, the Company or their respective affiliates. Moreover, information concerning the subject matter of the representations and warranties may have changed or may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures. For the foregoing reasons, the representations, warranties, covenants or descriptions of those provisions should not be read alone and should instead be read in conjunction with the other information contained in the reports, statements and filings that Parent, its affiliates and the Company publicly file.

Mutual Non-Disclosure Agreement

On July 31, 2014, the Company and Parent entered into a Mutual Non-Disclosure Agreement (the “Confidentiality Agreement”). The summary of the material provisions of the Confidentiality Agreement contained in “Section 11—The Purchase Agreement; Other Agreements” of the Offer to Purchase is incorporated herein by reference. Such summary is qualified in its entirety by reference to the Confidentiality Agreement, which is filed as Exhibit (e)(3) hereto and is incorporated herein by reference.

Contingent Value Rights Agreement

Prior to the Offer Closing, Purchaser will enter into a Contingent Value Rights Agreement (the “CVR Agreement”) with a rights agent governing the terms of the CVRs. The summary of the material provisions of

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the CVR Agreement contained in “Section 11—The Purchase Agreement; Other Agreements” of the Offer to Purchase is incorporated herein by reference. Such summary is qualified in its entirety by reference to the Form of Contingent Value Rights Agreement, a copy of which is filed as Exhibit (e)(4) to this Schedule 14D-9 and is incorporated by reference herein.

Convertible Promissory Note

Pursuant to the Purchase Agreement, on November 26, 2014, the Company issued and sold to Purchaser, and Purchaser purchased from the Company, a Convertible Promissory Note in the principal amount of €40,355,125.10 (the “Convertible Note”). The summary of the material provisions of the Convertible Note contained in “Section 11—The Purchase Agreement; Other Agreements” of the Offer to Purchase is incorporated herein by reference. Such summary is qualified in its entirety by reference to the Convertible Note, a copy of which is filed as Exhibit (e)(5) to this Schedule 14D-9 and is incorporated herein by reference.

Item 4. The Solicitation or Recommendation

(a) Solicitation or Recommendation

At a meeting held on November 21, 2014, after due and careful discussion and consideration, the Boards duly and unanimously (i) determined that the Purchase Agreement and the transactions contemplated thereby are fair to and in the best interests of the Company’s shareholders and other relevant stakeholders, its subsidiaries and the enterprises carried on by the Company and its subsidiaries, (ii) approved, adopted and declared advisable the Purchase Agreement and the transactions contemplated thereby and (iii) recommended that the shareholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve and adopt the matters related to the transactions contemplated by the Purchase Agreement brought before the EGM.

(b) Background of the Purchase Agreement; Reasons for Recommendation

Background of the Purchase Agreement

The Company’s management and the Boards regularly review and evaluate the Company’s performance, prospects and long-term strategic plans, in light of its business and developments in the pharmaceutical and biotechnology industries generally. These reviews have included consideration, from time to time, of potential strategic transactions to maximize value to shareholders and other relevant stakeholders, including review of potential partnering and collaboration arrangements, research and development investment activities, licensing and acquisition opportunities and consideration of sale transactions.

In 2009, at the direction of its Boards, Prosensa entered into discussions with a number of parties, including Parent and GlaxoSmithKline plc (“GSK”), to explore potential partnerships related to the development and commercialization of certain RNA-based therapeutics for Duchenne Muscular Dystrophy, including drisapersen. These discussions ultimately culminated with the Company’s entry into a Research & Development Agreement and a Collaboration & License Agreement (collectively, the “GSK Collaboration Agreement”) with GSK in October of 2009. Pursuant to the GSK Collaboration Agreement, the Company and GSK began worldwide collaboration on the development and commercialization of drisapersen, and GSK was granted certain options to collaborate with respect to the development and commercialization of a number of the Company’s other product candidates.

Following the receipt of clinical trial results relating to drisapersen in September 2013, Prosensa and GSK reassessed their commercial relationship and ultimately agreed to terminate the GSK Collaboration Agreement in January 2014. Upon termination of the GSK Collaboration Agreement, GSK agreed to transfer to Prosensa certain data and other intellectual property, inventory, regulatory filings and clinical trial sponsorships, clinical trial reports, material agreements and biological materials held by GSK such that Prosensa could continue the development and commercialization of drisapersen. After termination of the GSK Collaboration Agreement,

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from time to time, the Company explored entering into potential collaboration and/or licensing agreements for the development of drisapersen and/or the Company’s other product candidates as well as other strategic business transactions. As part of these exploratory efforts, the Company entered into confidentiality agreements with, provided certain due diligence materials to and held certain preliminary discussions with a number of third parties, including Parent, Party A, Party B and Party C. These discussions were preliminary and never reached a stage where draft definitive documentation was exchanged. These confidentiality agreements did not contain standstill provisions.

On June 3, 2014, Prosensa publicly announced that the United States Food and Drug Administration (“FDA”) had outlined a regulatory path forward, under an accelerated approval pathway, for drisapersen. Based on this feedback from the FDA, the Company indicated that it would pursue the filing of a New Drug Application (“NDA”) for drisapersen in late 2014 utilizing its existing data and committed to the initiation of two confirmatory post-approval studies. In addition, the Company publicly announced that it had been interacting with the European Medicines Agency (“EMA”) and, based on these interactions, intended to file a marketing authorisation application (“MAA”), under the conditional approval pathway, for drisapersen in the European Union on a similar timeline.

Over the summer and into the fall of 2014, the Company began making preparations for the filing of the regulatory applications for commercial marketing approval of drisapersen in the United States and the European Union. As part of these preparations, Company management apprised the Boards that additional financing would be required, prior to the Company’s expected regulatory filings, to ensure that the Company remained well capitalized throughout the regulatory approval process. The Company began preparing for an offering of its ordinary shares to be launched in the fourth quarter of 2014.

On September 10, 2014, the Company received an unsolicited, nonbinding proposal dated September 9, 2014 from Party A, which had been contacted and signed a confidentiality agreement with the Company earlier in 2014 in connection with a potential licensing and/or collaboration arrangement, to acquire 100% of the Company’s outstanding Shares in a proposed inversion transaction, pursuant to which Party A would re-domicile outside of the United States for U.S. federal income tax purposes. Party A’s preliminary nonbinding indication of interest proposed that Prosensa shareholders would receive up front stock consideration valued at $16.00 per share as of signing of a definitive agreement, as well as contingent value rights of up to $9.00 payable in cash or stock, at Party A’s election, upon the approval of drisapersen for commercial marketing in each of the United States and the European Union prior to December 31, 2015. In its proposal, Party A also requested that the Company enter into exclusive negotiations with Party A regarding this potential transaction.

On September 10, 2014, the Boards (with Director A recusing himself (for the reasons described below)) met and discussed, among other things, Party A’s proposal. The Boards directed the Company to continue the preliminary discussions with Party A and to permit Party A to continue to conduct its due diligence, but determined that the Company should not agree to enter into exclusive negotiations with Party A. In addition, the Boards authorized the Company to engage Citigroup Global Markets Inc. (“Citi”) to advise the Company with respect to the proposal and to evaluate the Company’s strategic alternatives, including as a stand-alone Company and with respect to entering into potential strategic transactions with other third parties. Prosensa management also shared with the Boards a strategic plan they had developed for the Company at the request of the Supervisory Board. This strategic plan included the Base Case Projections (the Base Case Projections are summarized below in “—Certain Prosensa Management Projections”). Subsequent to the September 10, 2014 Supervisory Board meeting, the Base Case Projections were shared with Citi. While the Boards confirmed that they had made no decision whether to sell the Company, the Boards also authorized Citi to privately contact certain pharmaceutical and biotechnology companies to gauge their potential interest in engaging in negotiations concerning a potential transaction with the Company. The Boards also authorized the Company to engage Davis Polk & Wardwell LLP (“Davis Polk”) and De Brauw Blackstone Westbroek B.V. (“De Brauw”) to advise the Company on legal matters arising in connection with the Company’s exploration of potential strategic alternatives.

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At the direction of the Boards, Citi informed Party A that the Boards were evaluating its proposal. Also at the direction of the Boards, Citi began a private process to contact third parties to gauge their interest in exploring a potential transaction with the Company. During the period from September 12, 2014 to September 19, 2014, Citi contacted 17 pharmaceutical and biotechnology companies (in addition to Party A), including Party B, Party C, Party D, Party E and Parent, which companies the Boards, with the assistance of Citi, determined might have interest in exploring a potential strategic transaction with the Company. The Boards determined not to contact financial sponsors at the time given their view that, due to the likely returns expected, financial sponsors would not be able to offer greater value to the Company’s shareholders than strategic buyers. Eleven companies either signed confidentiality agreements and began to engage in due diligence or began to engage in due diligence in reliance on confidentiality agreements they had previously entered into with the Company. None of the confidentiality agreements entered into contained standstill provisions. Citi requested that such companies submit nonbinding indications of interest on September 30, 2014.

A member of the Supervisory Board (“Director A”) also is a member of the board of directors of Party C. In light of Party C’s interest in a potential licensing or collaboration transaction with the Company, the Company believed that Party C might be interested in exploring a potential business combination transaction with the Company. As a result, Director A recused himself from discussions related to potential business combinations involving the Company, including discussions relating to valuation of the Company, the status of the Company’s discussions with third parties and other presentations from Citi until October 1, 2014, at which time Party C confirmed that it was not interested in pursuing a potential transaction with the Company and Director A rejoined the Supervisory Board’s deliberations.

On September 17, 2014, the Supervisory Board (with Director A recusing himself) held a telephonic meeting, with the members of the Management Board and representatives of Citi, Davis Polk and De Brauw participating at the invitation of the Supervisory Board. Representatives of De Brauw reviewed the Boards’ fiduciary duties in connection with its consideration of a proposed sale of the Company as well as other legal matters. Next, Citi provided a preliminary update on the status of the discussions with third parties. Finally, the Supervisory Board, in the interest of maximizing the Supervisory Board’s ability to monitor and respond to the day-to-day developments, formed a transaction committee, which consists of David Mott, the chairman of the Supervisory Board, Daan Ellens, Martijn Kleijwegt and Michael Wyzga (the “Transaction Committee”).

Over the next few weeks, under the supervision of the Transaction Committee, Company management and representatives from Citi engaged in various meetings and teleconferences with the parties that had been contacted on behalf of the Company, including several meetings between senior management of the Company and each of senior management of Parent, Party B, Party C, Party D and Party E. In these meetings and teleconferences, the relevant parties generally discussed the transaction process, including timing, and matters related to due diligence. During this period, the Company continued to prepare its filings with the FDA and EMA for commercial marketing approval of drisapersen as well the documentation associated with a potential equity offering to be launched in the fourth quarter of 2014.

On September 29, 2014, the Company received nonbinding indications of interest (in addition to the nonbinding indication of interest previously received from Party A) from Parent and Party B. Parent’s non-binding indication of interest contemplated Parent’s purchase of all of the outstanding Shares at a price of between $11.50 to $13.50 per Share, in cash, but did not propose a specific transaction structure. Party B’s proposal contemplated that Prosensa shareholders would receive up front stock consideration valued at $11.10 per share as of the signing of a definitive agreement, as well as contingent value rights of up to $5.50 payable in Party B stock upon the approval of drisapersen for commercial marketing in each of the United States and the European Union prior to December 31, 2015, with payments of up to $2.26 in Party B stock realizable if drisapersen was not approved for commercial marketing in the United States and/or the European Union prior to December 31, 2015, but such approvals were received prior to December 31, 2018. The consideration represented by each of these non-binding indications of interest represented a premium to $8.39, the trading price at which the Shares closed on the NASDAQ on September 29, 2014.

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The other fifteen parties contacted on behalf of the Company declined to submit indications of interest and indicated that they did not plan to participate further in the process for various reasons, including concerns regarding the likelihood of regulatory approval of drisapersen and concerns related to the competitive position of drisapersen. A number of such parties, including Party D, indicated that they remained interested in a potential licensing or collaboration transaction with respect to drisapersen. Over the next few weeks, Party D continued to conduct due diligence in connection with a potential collaboration with respect to drisapersen.

On October 1, 2014, the Supervisory Board held a telephonic meeting, with the members of the Management Board and representatives of Citi, Davis Polk and De Brauw participating at the invitation of the Supervisory Board. Citi reviewed the terms of the three nonbinding indications of interest received to date, as well as the events leading up to and occurring during the solicitation of indications of interest. Citi also presented a preliminary valuation analysis of the proposals and reviewed certain publicly available financial and stock market data and the Projections, which included the Base Case Projections, which were presented to the Boards at the September 10, 2014 Supervisory Board meeting and the Upper Case Projections and the Lower Case Projections, which were based on certain scenarios discussed at the September 10, 2014 Supervisory Board meeting and were developed with the assistance of Citi prior to the October 1, 2014 Supervisory Board meeting (the Projections are summarized below in “—Certain Prosensa Management Projections”). In addition, the Management Board reviewed the Company’s current strategic plan and the Company’s prospects as a stand-alone company, including a discussion of the risks and challenges facing the Company, including those related to regulatory approval of drisapersen, and the industry more generally.

The Supervisory Board discussed the indications of interest that the Company received, as well as the status of the Company’s filings with the FDA and the EMA, its planned equity offering and its business prospects as a stand-alone Company, noting that if the Company were to continue on a stand-alone basis, it was important that it not be left undercapitalized for the period in which it planned to submit its NDA and MAA for drisapersen. The Supervisory Board concluded that the Company should continue to explore the potential transactions represented by the preliminary indications of interest. The Supervisory Board also instructed management that if such indications of interest did not result in a transaction that the Supervisory Board believed was in the best interests of the Company’s shareholders and other stakeholders before late November 2014—i.e., the time at which the Company would be required to launch a potential equity offering in order for such offering to close prior to the end of 2014—the Company would need to launch its planned equity offering in order to ensure that the Company would be sufficiently capitalized to make its planned regulatory filings. In addition, the Supervisory Board indicated that, in light of the Company’s current cash position, the Company would require any potential acquiror to provide the Company with access to sufficient cash to meet its obligations with respect to the regulatory approval of drisapersen in the event that any announced strategic transaction was terminated prior to consummation. The Supervisory Board also noted that, given the stage of development of the Company’s product candidates, in order for a potential strategic transaction to be attractive to the Company, any acquiror would need to provide Prosensa with a high degree of closing certainty, including by assuming the closing risk with respect to, among other things, FDA and EMA approval of drisapersen and the Company’s other product candidates. Thereafter, the Supervisory Board directed Davis Polk and De Brauw to prepare a draft purchase agreement that embodied a potential transaction with the above-described terms to be sent to each of Parent, Party A and Party B and directed Citi to send a process letter to each such party requesting a markup of said agreement and final proposals with respect to potential transactions.

Over the next few days, Davis Polk and De Brauw worked with the Transaction Committee to complete the initial draft purchase agreement. The initial draft purchase agreement contemplated an equity investment to be made by a potential acquiror upon termination of the agreement for any reason other than by the Company to enter into a superior transaction with another third party, and contained provisions containing the risk allocation and closing certainty terms described by the Supervisory Board. The initial draft purchase agreement also proposed a termination fee of 0.5% of the Company’s equity value, which would be payable by the Company to the acquiror in certain circumstances relating to a termination of the purchase agreement resulting from a change of the Boards’ recommendation in favor of the transaction, a superior proposal or alternative transaction under specified circumstances.

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De Brauw also advised the Transaction Committee with regard to various transaction structures that could be employed in the draft purchase agreement. In light of the fact that the various third parties who had expressed interest in a transaction with Prosensa had proposed transactions for all of the outstanding Shares but otherwise had included little detail about transaction structure, and to protect holders of Shares from holding a potentially illiquid minority position in Prosensa after the transaction, after a discussion, it was agreed that a purchase agreement that contemplated a tender offer followed by an Asset Sale, but left flexibility for a potential acquiror to consummate a statutory buy-out of Shares in accordance with Section 2:92a of the Dutch Civil Code or other reorganization mechanism whereby the holders of Shares who did not tender would be cashed out for the consideration payable in the tender offer, would maximize the value of a potential transaction to Prosensa shareholders. The Board also concluded that a minimum tender condition of 80% of the Shares should be included in the purchase agreement to ensure that the consummation of any potential transaction was strongly supported by Prosensa stockholders.

On October 14, 2014, as directed by the Supervisory Board, Citi sent an initial draft purchase agreement to each of Parent, Party A and Party B. The initial draft purchase agreements sent to Parent, Party A and Party B were substantively identical except as they related to the form of consideration proposed by each bidder.

Over the next few weeks, the Company engaged in various meetings and discussions with each of Parent and Party A in connection with each such party’s due diligence review of the Company, including related to clinical and regulatory matters, business diligence, intellectual property, taxes, human resources and commercialization of drisapersen.

On October 20, 2014, Party B indicated that it was not interested in pursuing a strategic transaction with the Company at that time, in light of its assessment of the risk associated with the regulatory approval of drisapersen and Party B’s appetite for such risk.

Also in late October and early November 2014, the Company and its advisors continued preparations for a potential equity offering if the discussions related to a potential strategic transaction did not result in an announced deal by mid-November 2014 (at which time the Company was prepared to abandon discussions related to a potential strategic transaction and instead pursue the equity offering).

On October 27, 2014, Party E, which was contacted in connection with Citi’s outreach to third parties but had indicated to Citi that it was not interested in pursuing a transaction with the Company at that time, indicated that it had reconsidered and may be interested in pursuing a transaction with the Company. Party E was given access to the electronic data room that had been populated for purposes of providing the other potential transaction counterparties with access to due diligence materials, as well as the initial draft purchase agreement provided to the other parties on October 14, 2014, and conducted an initial due diligence phone call with representatives of the Company regarding clinical and regulatory matters on October 29, 2014.

On November 1, 2014, Party A’s legal advisors contacted Davis Polk to discuss the terms of the draft purchase agreement provided to Party A, with a view to providing comments on the purchase agreement to the Company over the next few days.

On November 5, 2014, representatives of Citi provided Hans Schikan, chief executive officer of the Company, with an update on the strategic transaction process, as well as Citi’s preparations with respect to a potential equity offering, by phone. As part of this update, Citi indicated that it anticipated revised offers from each of Parent and Party A on November 14, 2014 and that Citi had requested an initial indication of interest from Party E on that date as well.

On November 7, 2014, Party A indicated that it was not interested in pursuing a strategic transaction with the Company at that time and that it would not be providing comments on the purchase agreement to the Company, in light of Party A’s assessment of the risk associated with the regulatory approval of drisapersen and Party A’s appetite for such risk.

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On November 11, 2014, Parent’s financial advisors, Bank of America Merrill Lynch (“BAML”) submitted Parent’s initial comments to the draft purchase agreement to the Company. In these comments, Parent removed the provisions related to the provision of equity financing to the Company upon termination of the purchase agreement and certain of the provisions related to closing certainty, including Parent’s assumption of the Company’s product candidate development closing risk. In addition, Parent proposed a termination fee equal to 3.5% of the Company’s equity value, which would be payable under a broader set of circumstances, and proposed a mechanism whereby Parent could waive the proposed 80% minimum tender condition such that the minimum tender condition would be lowered to 67%. Parent’s initial comments to the draft purchase agreement also indicated that, as a condition to entering into the purchase agreement, Parent would require certain shareholders of Prosensa to sign tender and support agreements.

On November 12, 2014, the Supervisory Board held a telephonic meeting, with members of the Management Board and representatives of Citi, Davis Polk and De Brauw participating at the invitation of the Supervisory Board. Citi provided an update on the discussions with third parties to date and provided an update on the Company’s performance to date, including a review of the Company’s prospects as a stand-alone Company. This presentation included a review and update of the financial analysis presented at the October 1, 2014 Supervisory Board meeting. Following this review, the Supervisory Board and Management Board discussed the potential financial terms of an offer by Parent or another third party that would present compelling value to the Company’s shareholders and other relevant stakeholders, particularly in light of recent increases in the market price of the Shares, and directed Citi to reach out to Parent to indicate, that the financial terms of its proposal would need to be improved significantly for the Company to continue discussions and to Party E to indicate that the financial terms of any proposal submitted by Party E would need to be very strong to merit additional discussions. Later in the day, Citi conveyed this feedback to BAML and Party E.

In addition, representatives of Davis Polk reviewed the key issues raised by the revised draft agreement received from Parent on November 11, 2014, particularly related to the ongoing financing of the Company, closing certainty, including related to product development risk, and the changes to the minimum tender condition. The Supervisory Board and its advisors discussed the Company’s response to Parent’s markup and emphasized the importance that Parent assume product development risk between signing and closing and provide the Company with meaningful assurance that it would be well capitalized if the transaction were to be abandoned after announcement. The Supervisory Board also indicated that it was important to ensure that the transaction was strongly supported by Prosensa shareholders prior to consummation and, accordingly, indicated that the 80% minimum tender condition should not be waivable by Parent without the consent of the Company. Citi and the Management Board also provided a brief overview of the Company’s plans with respect to the potential equity transaction. The Supervisory Board and the Management Board confirmed that, if a potential acquiror did not present a compelling offer with respect to a strategic transaction, including with respect to terms related to price, closing certainty and certainty with respect to the financing of the Company, the Company would launch the equity offering on November 17, 2014.

On November 13, 2014, the Transaction Committee held a telephonic meeting, with members of the Management Board and representatives of Citi, Davis Polk and De Brauw participating at the invitation of the Transaction Committee. The attendees reviewed in detail the items that were discussed in the November 12, 2014 Supervisory Board meeting. Following this call, the Transaction Committee provided Davis Polk instructions to reach out to Parent’s legal advisors, Jones Day (“Jones Day”), in order to provide Parent with feedback on the purchase agreement, including with respect to closing certainty (including assumption of regulatory risk), continued financing of the Company and the minimum tender condition. Later in the day, Davis Polk conveyed this feedback to Jones Day.

Subsequent to the Supervisory Board and Transaction Committee meetings, Citi communicated with Party E. Party E indicated that while it had not ruled out a potential transaction with Prosensa, Party E would unlikely be able to offer a sufficiently attractive premium to Prosensa’s then-current share price.

On November 14, 2014, Parent and the Company discussed the financial terms of a potential acquisition of Prosensa by Parent. These discussions culminated in Parent providing the Company with a revised offer to purchase all of the outstanding Shares for $16.50 per Share, in cash, upon closing and a contingent value right of

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up to $5.20 per Share, in cash, upon regulatory approval of drisapersen in the United States and the European Union. The revised offer was not accompanied by a revised draft agreement and did not otherwise address the issues raised by Parent’s draft agreement of November 11, 2014.

On November 15, 2014, the Transaction Committee held a telephonic meeting, with members of the Management Board and representatives of Citi and Davis Polk participating at the invitation of the Transaction Committee, in which the Transaction Committee discussed Parent’s revised proposal. The Transaction Committee indicated that, while the revised proposal was attractive, the Company should continue to seek improvements to the financial and other terms of the revised proposal. The Transaction Committee instructed Mr. Schikan to engage with Jean-Jacques Bienaime, Chief Executive Officer and Director of Parent, with a view to exploring whether Parent would increase its offer.

Following a discussion on November 15, 2014 between Messrs. Schikan and Bienaime, Parent revised its November 14, 2014 offer to provide for an up-front cash payment of $17.75 per Share and a contingent value right, payable in up to $4.14 per Share, in cash, based on regulatory approval of drisapersen in the United States and the European Union.

Later in the day on November 15, 2014, the Transaction Committee held a meeting, along with members of the Management Board and representatives of Citi and Davis Polk. Mr. Schikan reported the results of his conversation with Mr. Bienaime. The Transaction Committee discussed the potential advantages, risks and considerations of the transaction presented by Parent and the various recent interactions with Party A in which Party A indicated that it was no longer interested in pursuing a potential transaction with the Company and Party E in which Party E indicated that it would unlikely be able to offer a sufficiently attractive premium to Prosensa’s then-current share price. The Transaction Committee concluded that, subject to the approval of the remaining members of the Supervisory Board and the negotiation of a purchase agreement with acceptable terms, including related to the ongoing financing of the Company and closing certainty, including with respect to Parent’s assumption of product development risk, Parent’s revised offer presented compelling value to the Company shareholders and other stakeholders and was advisable and in the best interests of the Company shareholders and other stakeholders. The Transaction Committee directed the Management Board, Citi and Davis Polk to work to finalize the terms of the purchase agreement with Parent. In addition, the Transaction Committee concluded that in light of the attractiveness of the revised proposal presented by Parent, to postpone the potential launch of its equity offering until November 24, 2014 if a definitive agreement with Parent was not reached by that time.

Following the Transaction Committee meeting, Davis Polk sent a revised draft of the purchase agreement to Jones Day. This revised draft of the purchase agreement included a proposal that Parent provide equity financing to the Company upon termination of the purchase agreement, improved terms regarding closing certainty, including terms allocating risk related to regulatory approval of Company product candidates to Parent, and removed Parent’s right to waive the minimum tender condition without consent of the Company.

During the week of November 17, 2014, representatives of the Company, Parent, BAML, Jones Day, Citi and Davis Polk met at the offices of Davis Polk to negotiate the remaining open points on the purchase agreement. During such meetings, representatives of Parent expressed concerns regarding transaction certainty, and indicated that if the Company were willing to agree to a termination fee of 3.5% of the equity value of the Company, then Parent would be willing to agree to the Company’s proposed purchase agreement terms regarding closing certainty relating to regulatory risk, including Parent’s assumption of all product development risk, and would also be willing to provide the Company with $50,000,000 of financing at the time of signing in the form of a note, which would convert into ordinary shares of the Company upon termination of the purchase agreement. Over the course of the week, the representatives and advisors of the Company discussed these points with the Transaction Committee and Jones Day and Davis Polk traded drafts of the purchase agreement, the tender and support agreement and the convertible promissory note.

On November 21, 2014, the Supervisory Board held a telephonic meeting with members of the Management Board and representatives of Citi, Davis Polk and De Brauw participating at the invitation of the Supervisory

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Board. Citi reviewed certain details related to the proposed transaction with Parent, including, among other things, the transaction structure, the consideration, the premia represented thereby, the deal protections, certain conditions, the termination fee and the timing of the expected closing. Citi also reviewed the financial and valuation analyses that Citi conducted in connection with this transaction and rendered its oral opinion to the Boards, subsequently confirmed in writing, to the effect that, as of the date of the Purchase Agreement, and based upon and subject to the factors and assumptions set forth in its written opinion, the $17.75 in cash and the CVR to be exchanged for each Share pursuant to the Purchase Agreement offered by Parent was fair from a financial point of view to holders of such Shares. Following Citi’s presentation, a representative of Davis Polk reviewed the terms of the Purchase Agreement including, among other things, the consideration, the transaction structure, the treatment of equity awards, tax treatment for U.S. shareholders, the terms of the convertible note, the tender offer commencement and closing conditions, the definition of “Company Material Adverse Effect” under the Purchase Agreement, termination rights and fees, rights, obligations and restrictions between signing and closing, representations and warranties and matters pertaining to employees. A representative of DeBrauw then discussed the Boards’ fiduciary duties under Dutch law in connection with its consideration of the proposed Purchase Agreement as well as other legal matters.

Following these presentations, the Boards engaged in an extensive discussion about the merits of the transaction, including review and consideration of the factors described under “—Reasons for Recommendation of the Boards,” ultimately unanimously (i) concluding that, on the terms and subject to the conditions set forth in the Purchase Agreement, the transaction was fair to, and in the best interests of, the Company’s shareholders and other stakeholders, its subsidiaries and the enterprises carried on by the Company and its subsidiaries; (ii) approving, adopting and declaring advisable the Purchase Agreement and the transactions contemplated thereby; and (iii) recommending that the shareholders of the Company accept the Offer and tender their Shares pursuant to the Offer and approve and adopt the matters related to the transactions contemplated by the Purchase Agreement brought before the EGM. A representative from Davis Polk reviewed the resolutions that had been prepared for the Boards, and those resolutions were unanimously adopted.

Over the next two days, Parent and the Company finalized the Purchase Agreement, and in the afternoon on November 23, 2014, the parties executed and delivered the Purchase Agreement and the relevant parties executed and delivered the Tender and Support Agreements. The following day, Parent and the Company issued a joint press release announcing the execution of the Purchase Agreement. On November 26, 2014, BioMarin Falcons wired an amount in Euros equal to $50,000,000 to the Company, and each of the Company and BioMarin Falcons executed and delivered the Convertible Note.

On December 12, 2014, Purchaser commenced the Offer.

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Reasons for the Recommendation

Reasons for the Recommendation of the Boards

In evaluating the Purchase Agreement, the Offer, the Post-Closing Reorganization and the other transactions contemplated by the Purchase Agreement, the Boards consulted with senior management of the Company, as well as Citi, Davis Polk and De Brauw. In the course of (i) making the determination that the Purchase Agreement and the transactions contemplated thereby are fair to and in the best interests of the Company’s shareholders and other relevant stakeholders, its subsidiaries and the enterprises carried on by the Company and its subsidiaries, (ii) approving, adopting and declaring advisable the Purchase Agreement and the transactions contemplated thereby and (iii) recommending that the shareholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve and adopt the matters related to the transactions contemplated by the Purchase Agreement brought before the EGM, the Boards considered numerous factors, including the factors listed below, which are listed in no particular order of importance, each of which, in the view of the Boards, supported such determinations, in addition to the factors mentioned in “—Background of the Purchase Agreement” above in this Item 4:

• Financial Terms/Premium to Market Price. The Boards considered the relationship of the Cash Consideration to the historical market prices of the Shares, including that the Cash Consideration:

• represents a premium of 55.1% over the trading price at which the Shares closed on the NASDAQ on November 21, 2014 (the trading day immediately prior to the announcement of the Offer), $11.44;

• represents a premium of 120% over the average trading price at which the Shares closed on the NASDAQ over the last twelve months, $8.07; and

• exceeds the highest trading price of the Shares during the twelve-month period preceding the announcement of the Purchase Agreement, $12.84.

• Cash Consideration. The Boards considered the fact that approximately 81% of the nominal per share transaction consideration will be payable in cash, which provides Company shareholders with immediate liquidity and a high degree of certainty of value.

• The CVRs. The Boards considered the fact that in addition to the Cash Consideration, each Company shareholder will receive one CVR for each Share held, which provides Company shareholders an opportunity to realize additional value to the extent that the regulatory milestones set forth in the CVR Agreement are achieved within the time periods described in the CVR Agreement, through additional cash payments under the terms of the CVRs.

• Reputation of Parent. The Boards considered the extensive experience and resources of Parent in developing and commercializing development stage biopharmaceutical product candidates, particularly as such experience and resources relate to the achievement of the milestones under the CVR.

• The Company’s Operating and Financial Condition and Prospects. The Boards are familiar with the current and historical financial condition and results of operations of the Company, as well as the prospects and strategic objectives of the Company. The Boards believe, on the basis of this familiarity, that the consideration to be received by the Company’s shareholders in the transaction fairly reflects the Company’s intrinsic value, including its potential for future growth.

• Product Development and Regulatory Risks. The Boards considered the risks inherent in the development and commercialization of RNA-based therapeutics for Duchenne Muscular Dystrophy, the risks related to conducting and synthesizing data from clinical trials, the risks related to seeking approval for marketing from the FDA and EMA (including any potential conditions or contingencies of such approvals) and the risks related to market acceptance of Company product candidates, if approved, and other factors affecting the revenues and profitability of biotechnology products generally.

• Product Launch and Commercialization Risks. The Boards considered the significant risks and considerable costs associated with a successful launch and commercialization by the Company of drisapersen due, in part, to the Company’s lack of any global sales or marketing infrastructure or capabilities.

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• Strategic Alternatives. The Boards considered the trends in the industry and certain strategic alternatives available to the Company, including a collaboration with or license to another party of drisapersen and remaining an independent public company (including as such decision would relate to the Company’s long-term capital needs, which could result in significant dilution to the shareholders of the Company), as well as the risks and uncertainties associated with such alternatives and the challenges associated with the industry’s current and expected competitive environment. The Boards determined not to pursue those alternatives in light of its belief that the Offer maximized shareholder value and represented the best transaction reasonably available to shareholders.

• Competitive Bidding Process. The Boards considered the fact that the Company and its advisors had discussions with 18 total parties (including 17 contacted on behalf of the Company), including Parent, to determine such parties’ interests in a potential business combination with the Company. The Board considered the fact that only Parent ultimately was interested in pursuing a transaction with the Company. In addition, the Boards considered the fact that the Company did not negotiate exclusively with any party at any time.

• Negotiation Process. The Boards considered the fact that the Company negotiated an increase in the Offer Consideration to $17.75 per Share, in cash, plus a CVR from Parent’s original proposal of between $11.50 and $13.50 per Share, in cash, without a CVR on September 30, 2014, as described above under “—Background of the Purchase Agreement.”

• Convertible Note and the Financing of Ongoing Operations. The Boards recognized that the exploration of and entrance into an agreement like the Purchase Agreement would preclude it from raising equity financing from the capital markets. Given the Company’s current cash balances, cash inflows and outflows and product development plans, the Boards identified that the Company would need to raise additional capital in the fourth quarter of 2014 in order to remain well capitalized as it pursued approval of the NDA and MAA of drisapersen as described in “—Background of the Purchase Agreement” above. The Board considered that the Convertible Note and the transactions and mechanics contemplated thereby, including the Convertible Note’s automatic conversion into equity upon termination of the Purchase Agreement, will provide the Company with the capital it will require, without the requirement that the Company make interest payments other than upon a bankruptcy scenario or failure to comply with conversion provisions thereunder, between the signing of the Purchase Agreement and the Offer Closing or in the event of a termination of the Purchase Agreement.

• Company Material Adverse Effect and Product Development Risk. The Boards considered the provisions in the Purchase Agreement that provide, among other things, that (i) any determination by, or delay of a determination by, the FDA, the EMA or any other governmental authority (or any panel or advisory body empowered or appointed thereby) or any indication that any such entity, panel or body will make any determination or delay in making any determination, with respect to any product or product candidate of the Company or any of its competitors, (ii) the results of any pre-clinical or clinical testing sponsored by the Company, any of its competitors or any of their respective collaboration partners, (iii) increased incidence or severity of any previously identified side effects, adverse events or safety observations, or reports of new side effects, adverse events or safety observations, with respect to any products or product candidates of the Company or any of its competitors, (iv) any recommendations, statements or other pronouncements published or proposed by professional medical organizations or the FDA, the EMA or any other governmental authority (or any panel or advisory body empowered or appointed thereby) relating to products or product candidates of the Company or any of its competitors and (v) any change or prospective change in reimbursement or pay or rules or policies applicable to products or product candidates of the Company or any of its competitors, are each excluded from the determination of whether a “Company Material Adverse Effect” (as defined and more fully described in “Section 11—The Purchase Agreement; Other Agreements” in the Offer to Purchase) has occurred.

• Citi’s Fairness Opinion. The Boards considered the financial analysis and presentation of Citi to the Boards. The Boards also considered the written opinion delivered by Citi to the Boards (the “Fairness

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Opinion”) that, as of the date of the Purchase Agreement, and based on and subject to the assumptions made, procedures followed, matters considered and limitations and qualification set forth in the Fairness Opinion, as of the date of the Fairness Opinion, the consideration to be received by the Company’s shareholders pursuant to the Offer and the Post-Closing Reorganization was fair to such shareholders from a financial point of view. The full text of the Fairness Opinion, which sets forth the assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken, is attached hereto as Annex A. You should read the full text of the opinion carefully.

• Likelihood of Consummation. The Boards considered that the Offer and the Post-Closing Reorganization would likely be consummated in light of the facts that (i) Parent has the financial ability and willingness to consummate the Offer, (ii) the Offer is not subject to any financing condition and (iii) the other conditions to the Offer are reasonable and customary.

• Speed of Completion. The Boards considered the anticipated timing of the consummation of the transactions contemplated by the Purchase Agreement, and the structure of the transaction as a tender offer for the Shares, which subject to the satisfaction or waiver of the applicable conditions set forth in the Purchase Agreement, should allow Company shareholders to receive the consideration for their Shares in a relatively short timeframe, followed by the Post-Closing Reorganization in which shareholders will receive the same consideration as received by those shareholders who tender their Shares in the Offer. The Boards considered that the potential for closing in a relatively short timeframe could also reduce the amount of time in which the Company’s business would be subject to the potential disruption and uncertainty pending closing.

• Subsequent Offering Period. The Boards considered the requirement that Purchaser commence a Subsequent Offering Period after closing of the initial Offer, which they considered important because such Subsequent Offering Period would allow holders of Shares who may be subject to different and potentially adverse tax treatment on the consideration received in respect of their Shares in the Post-Closing Reorganization (as compared to the Offer) an additional opportunity to tender their Shares into the Offer and avoid any such disparate treatment with the knowledge that the Post-Closing Reorganization would be consummated.

• Minimum Condition; Terms of the Offer. The Boards considered the terms and conditions of the Offer, the Post-Closing Reorganization and the Purchase Agreement, including the fact that the Offer is conditioned on the Minimum Condition and the fact that Purchaser may not waive or change the Minimum Condition without the Company’s consent. In addition, the Boards viewed as desirable provisions in the Purchase Agreement that prohibit Purchaser from changing the terms of the Offer, without the consent of the Company, in a manner that (i) decreases the Offer Consideration, (ii) changes the form of consideration to be paid in the Offer, (iii) decreases the number of Shares sought in the Offer, (iv) extends or otherwise changes the Expiration Time (except as otherwise provided in the Purchase Agreement) or (v) imposes additional conditions to the Offer or otherwise amends, modifies or supplements the conditions to the Offer or terms of the Offer in a manner adverse to the holders of Shares.

• Asset Sale and Post-Closing Reorganization. The Boards considered the terms of the Asset Sale and the Post-Closing Reorganization, including as such terms related to the fact that such transactions were necessary to effect Parent’s proposal of a transaction for all of the equity of the Company, which Parent indicated was necessary in order for Parent and its affiliates to obtain the operational, commercial and financial benefits Parent anticipated to receive as a result of the transaction. The Boards considered these proposed post-Offer closing transactions desirable, because Parent had indicated that it would not pursue an acquisition of the Company if it did not have the ability to acquire all of the outstanding Shares or the entire business of Prosensa and, pursuant to such transactions, the holders of the Shares would generally be offered or receive the same premium to the pre-announcement trading price of the Share and would not be required to hold a potentially illiquid, minority stake in Prosensa.

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• Ability to Respond to Certain Unsolicited Takeover Proposals. The Boards considered the terms and conditions of the Purchase Agreement related to the Company’s ability to respond to third parties making takeover proposals, including:

• the right of the Company, under certain circumstances and subject to certain conditions, to furnish non-public information to, and to participate in discussions with, third parties in response to certain written proposals relating to alternative acquisition transactions;

• the right of the Boards, under certain circumstances and subject to certain conditions, to withdraw or change its recommendation in favor of the Offer if the failure to do so would likely be inconsistent with its fiduciary duties in the following circumstances: (i) the Company receives an alternative acquisition proposal that the Boards determines in good faith, after consultation with the Company’s outside counsel and financial advisor, constitutes a superior proposal or (ii) the occurrence or existence following the date of the Purchase Agreement of certain material events, changes or circumstances that were not known by Boards as of or prior to the date of the Purchase Agreement;

• the belief of the Boards that the $23,800,000 termination fee, representing approximately 3.50% of the equity value of the Company valued at the Cash Consideration, and taking into account the impact of the Convertible Note, would not preclude or deter another party with the strategic interest and financial capability, were one to exist, from making a competing proposal for the Company and was necessary to induce Parent to enter the Purchase Agreement; and

• the requirement that Purchaser vote or tender the shares that it receives upon conversion of the Convertible Note in favor of or into, as applicable, a transaction that constitutes a superior proposal.

• Board Composition. The Boards considered the provisions of the Purchase Agreement that require at least two of the current directors of the Company to remain on the Supervisory Board after completion of the Offer, and until the earlier of (i) such time after the Offer Closing as the Purchaser owns 100% of the outstanding Shares, (ii) the date the liquidation of the Company shall have been duly completed or (iii) one year after the date of the Purchase Agreement.

• Tender and Support Agreements. The Board considered that certain shareholders of the Company, solely in their capacities as shareholders, are supportive of the transaction and have agreed, pursuant to and subject to the conditions of the Tender and Support Agreements, to tender their Shares, representing approximately 37.5% of Share as of November 23, 2014, the last trading day prior to announcement of the transaction, into the Offer.

The Boards also considered a number of uncertainties and risks in its deliberations concerning the transactions contemplated by the Purchase Agreement, including the Offer and the Post-Closing Reorganization, including:

• No Ongoing Equity Interest in the Company. The Boards considered the fact that the shareholders of the Company will have no ongoing equity interest in the Company going forward, meaning that the shareholders will cease to participate in the Company’s future growth (except to the extent that they receive payments under the CVRs), or to benefit from increases in the value of the Shares.

• Inability to Solicit Other Takeover Proposals. The Boards considered the covenant in the Purchase Agreement prohibiting the Company from further soliciting other potential acquisition proposals, and restricting its ability to entertain other potential acquisition proposals unless certain conditions are satisfied.

• Termination Fee and Expenses. The Boards considered the fact that that the Company would be obligated to pay a termination fee of $23,800,000 million if the Purchase Agreement is terminated under certain circumstances, including to accept a superior proposal, and that the amount of the termination fee was reasonable, would not likely deter competing bids and would not likely be required to be paid unless the Company entered into a more favorable transaction. The Boards also considered the dilutive effect of the Convertible Note in the event of a termination of the Purchase Agreement and the impact that the Convertible Note may have on the ability of a third party to propose a more favorable transaction.

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• The CVRs. The Board considered the fact that the milestones necessary to trigger payments under the CVRs may not be achieved and therefore no payments would be made pursuant to the CVRs.

• Failure to Close. The Boards considered that the conditions to Parent’s and Purchaser’s obligation to accept for payment and pay for the Shares tendered pursuant to the Offer and to consummate the Post-Closing Reorganization were subject to conditions, and the possibility that such conditions may not be satisfied, including as a result of events outside of the Company’s control. The Boards considered the fact that, if the Offer and the Post-Closing Reorganization are not consummated, the Company’s directors and other employees will have expended extensive time and effort and will have experienced significant distractions from their work during the pendency of the transaction, and the Company will have incurred significant transaction costs attempting to consummate the transaction. The Boards also considered the fact that, if the Offer and the Post-Closing Reorganization are not completed, the market’s perception of the Company’s continuing business could potentially result in a loss of vendors, business partners, collaboration partners and employees and that the trading price of the Shares could be adversely affected.

• Interim Operating Covenants. The Boards considered that, under the terms of the Purchase Agreement, the Company has agreed that it will carry on its business in the ordinary course consistent with past practice and, subject to specified exceptions, that the Company will not take a number of actions related to the conduct of its business without the prior written consent of Parent. The Boards further considered that these terms may limit the ability of the Company to pursue business opportunities that it would otherwise pursue.

• Effect of Announcement. The Boards considered the effect of the public announcement of the transaction on the Company’s operations, Share price and employees, as well as its ability to attract and retain key personnel while the transaction is pending and the possibility of any suit, action or proceeding in respect of the Purchase Agreement or the transactions contemplated thereby.

• Tender and Support Agreements. The Boards considered the fact that certain shareholders are obliged to tender their Shares, representing approximately 37.5% of Share as of November 21, 2014, the last trading day prior to announcement of the transaction, into the Offer unless the Company terminates the Purchase Agreement, the Purchase Agreement is amended in certain respects or upon the occurrence of certain other events.

• No Reverse Termination Fee. The Boards considered the fact that Parent will be able to terminate the Purchase Agreement under certain circumstances that may be outside of the Company’s control, without the payment of any reverse termination fee to the Company.

• Interests of the Boards. The Boards considered the potential conflict of interest created by the fact that the Company’s directors have financial interests in the transactions contemplated by the Purchase Agreement, including the Offer and the Post-Closing Reorganization, that may be different from or in addition to those of other shareholders, as more fully described in “Past Contracts, Transactions, Negotiations and Agreements” above in Item 3.

• Tax Treatment. The Boards considered that receipt of the cash consideration and CVRs by the U.S. holders of Shares in the Offer and the Post-Closing Reorganization will be a taxable transaction for such holders for U.S. federal income tax purposes. The Boards also considered the potential disparate and potentially adverse tax treatment in certain non-U.S. jurisdictions of the consideration to be received by holders of the Shares pursuant to the Offer as compared to the Post-Closing Reorganization.

• Transaction Costs. The Boards considered the fact that the Company has and will continue to incur significant transaction costs and expenses in connection with the proposed transaction, regardless of whether or not such transaction is consummated.

The discussion of factors considered by the Boards described above is not intended to be exhaustive; rather it summarizes the material factors considered. Due to the variety of factors and the quality and amount of information considered, the Boards did not find it practicable to, and did not make specific assessments of,

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quantify or assign relative weights to the specific factors considered in (i) making the determination that the Purchase Agreement and the transactions contemplated thereby were fair to and in the best interests of the Company’s shareholders and other relevant stakeholders, its subsidiaries and the enterprises carried on by the Company and its subsidiaries, (ii) approving, adopting and declaring advisable the Purchase Agreement and the transactions contemplated thereby and (iii) recommending that the shareholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve and adopt the matters related to the transactions contemplated by the Purchase Agreement brought before the EGM. Instead, the Boards made their determination after consideration of all factors taken together. In addition, individual members of the Boards may have given different weight to different factors.

(c) Intent to Tender

As of December 10, 2014, the members of the Supervisory Board and the Management Board, as a group, beneficially owned 847,166 Shares (excluding any Shares deliverable upon exercise of any Options), representing approximately 2.3% of the then-outstanding Shares. The Company has been advised that all of the members of the Boards who own Shares intend to tender such Shares pursuant to the Offer.

As an inducement to the Company’s and BioMarin Falcons’ willingness to enter into the Purchase Agreement, the Company and BioMarin Falcons entered into Tender and Support Agreements (the “Tender and Support Agreements”) with LSP Prosensa Pooling B.V., New Enterprise Associates 13, L.P., Hans Schikan, Luc Dochez, Daan Ellens, Giles Campion and Berndt Modig (collectively, the “Committed Shareholders”) pursuant to which the Committed Shareholders agreed to tender and not withdraw all Shares owned by such Committed Shareholders into the Offer, promptly, and in any event no later than ten business days following the commencement of the Offer. The Committed Shareholders collectively hold 13,541,261 Shares, constituting 37.5% of the outstanding Shares (assuming 36,141,379 Shares issued and outstanding as of December 10, 2014).

Pursuant to the Tender and Support Agreements, the Committed Shareholders agreed to vote all of their Shares (i) to approve the Purchase Agreement, (ii) to approve the Post-Closing Reorganization, (iii) to accept resignation from, and provide discharge to, the existing members of the Boards and appoint such new members to Boards as designated by Purchaser to replace such resigning directors effective as of, and conditional upon, the Offer Closing, (iv) against any alternative transaction or any proposal relating to an alternative transaction, (v) against any acquisition agreement or merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company (other than the Purchase Agreement or the transactions contemplated thereby), (vi) against any proposal, action or agreement that would reasonably be expected to prevent or nullify any provision of the Tender and Support Agreements, result in any of the conditions to the Purchase Agreement not being fulfilled or prevent or materially delay the consummation of the Offer or the Asset Sale, and (vii) to approve any other matter submitted by the Company for shareholder approval at the extraordinary general meeting of the Company’s shareholders contemplated by the Purchase Agreement at the request of Purchaser and related to the transactions contemplated by the Purchase Agreement, provided, however, that Boards have recommended that the shareholders of Prosensa vote to approve such proposal at such extraordinary general meeting.

Upon the Committed Shareholder’s tender of their 13,541,261 Shares pursuant to the Tender and Support Agreements, approximately 37.5% of the issued and outstanding Shares will have been tendered in the Offer. Accordingly, the Minimum Condition to the Offer will be satisfied if approximately an additional 42.5% of the outstanding Shares are validly tendered and not withdrawn.

In addition, the Committed Shareholders have agreed that they will not, other than pursuant to the Tender and Support Agreements, (i) transfer, offer to transfer, or consent to any transfer of any or all of the Committed Shareholders’ Shares or any interest therein without the prior written consent of the Company, (ii) enter into any contract, option or other agreement with respect to any transfer of any or all the Committed Shareholders’ Shares or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization or consent in or with respect to

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any or all of Committed Shareholders’ Shares inconsistent with the Committed Shareholder’s voting or consent obligations under the Tender and Support Agreements or (iv) deposit any or all of the Committed Shareholders’ Shares into a voting trust or enter into a voting agreement or arrangement with respect to any or all of the Committed Shareholders’ Shares inconsistent with the Committed Shareholder’s voting or consent obligations.

The Committed Shareholders have also agreed in the Tender and Support Agreements to (i) cease immediately and cause to be terminated any and all existing discussions or negotiations, if any, with any third party conducted prior to the date of the Purchase Agreement with respect to any acquisition proposal brought by a third party or any inquiry or indication of interest that could reasonably be expected to lead to an acquisition proposal and (ii) not directly or indirectly, (A) solicit, initiate or knowingly take any action to facilitate an alternative transaction (including by way of furnishing or providing access to nonpublic information to a third party), (B) except to the extent the Company is permitted to do so under the Purchase Agreement, enter into or participate in any discussions or negotiations with any third party with respect to an alternative transaction or any inquiry, indication of interest, proposal or offer that would reasonably be expected to lead to an alternative transaction, (C) furnish any information relating to the Company or its subsidiaries or afford access to the business, properties, assets, books or records of the Company or its subsidiaries to or otherwise knowingly cooperate in any way with any third party that has made an acquisition proposal or any inquiry, indication of interest, proposal or offer that would reasonably be expected to lead to an alternative transaction or (D) publicly propose to do any of the foregoing.

The Tender and Support Agreements may be terminated upon (i) the mutual written agreement of the Company and the Committed Shareholder, (ii) the Offer Closing, (iii) the acquisition by the Company or Purchaser of 100% of the Shares on a fully diluted basis, (iv) the termination of the Purchase Agreement in accordance with its terms or (v) the date on which there is any material modification, waiver or amendment to the Purchase Agreement in a manner that decreases the Offer Consideration or changes the form of the Offer Consideration.

The foregoing description of the Tender and Support Agreements is qualified in its entirety by the full text of the Tender and Support Agreements, a copy of the form of which is filed as Exhibit (e)(6) to this Schedule 14D-9 and is incorporated herein by reference.

(d) Opinion of the Company’s Financial Advisor

The Company has retained Citi as its financial advisor in connection with the Offer and the Post-Closing Reorganization. In connection with this engagement, the Boards requested that Citi evaluate the fairness, from a financial point of view, to holders of the Shares of the Offer Consideration to be received by such holders in the Offer and the Post-Closing Reorganization. On November 21, 2014, at a meeting of the Supervisory Board, attended by the members of the Management Board, held to evaluate the Offer and the Post-Closing Reorganization, Citi delivered to the Boards an oral opinion, confirmed by delivery of a written opinion dated November 23, 2014, to the effect that, as of that date and based on and subject to various assumptions made, procedures followed, matters considered and limitations and qualifications set forth in Citi’s written opinion, the Offer Consideration to be received by holders of the Shares in the Offer and the Post-Closing Reorganization was fair, from a financial point of view, to such holders.

The full text of Citi’s written opinion, dated November 23, 2014, which describes the assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken, is attached as Annex A and is incorporated herein by reference. The description of Citi’s opinion set forth below is qualified in its entirety by reference to the full text of Citi’s opinion. You are urged to read the opinion in its entirety. Citi’s opinion was provided for the information of the members of the Boards (in their capacity as such) in connection with their evaluation of the Offer Consideration from a financial point of view and did not address any other aspects or implications of the Offer or the Post-Closing Reorganization, the Purchase Agreement, the Convertible Note, the CVR Agreement or the CVRs, including, without limitation, the

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form or structure of the CVRs. Citi’s opinion did not address the underlying business decision of the Company to effect the Offer and the Post-Closing Reorganization, the relative merits of the Offer and the Post-Closing Reorganization as compared to any alternative business strategies or opportunities that might exist for the Company or the effect of any other transaction in which the Company might engage. Citi’s opinion is not intended to be and does not constitute a recommendation as to whether any shareholder should tender its Shares in the Offer or how any shareholder should act on any matters relating to the Offer, the Post-Closing Reorganization or otherwise.

In arriving at its opinion, Citi:

• reviewed the Purchase Agreement and the form CVR Agreement attached as an exhibit thereto, and certain other related documents, including the form of the Convertible Note;

• held discussions with certain senior officers, directors and other representatives and advisors of the Company concerning the business, operations and prospects of the Company;

• examined certain publicly available business and financial information relating to the Company as well as the Projections and other information and data relating to the Company, including management’s assessments as to the probability of success of drisapersen and the Company’s other pipeline products as well as the probability and estimated timing of achievement of the Milestones triggering payments under the CVRs, which were provided to or discussed with Citi by the management of the Company;

• reviewed the financial terms of the Offer and the Post-Closing Reorganization as set forth in the Purchase Agreement in relation to, among other things, current and historical market prices and trading volumes of the Shares; the historical and projected earnings and other operating data of the Company; and the capitalization and financial condition of the Company;

• considered, to the extent publicly available, the premia paid in certain other transactions which it considered relevant in evaluating the Offer and the Post-Closing Reorganization and analyzed certain financial, stock market and other publicly available information relating to the businesses of other companies whose operations it considered relevant in evaluating those of the Company; and

• conducted such other analyses and examinations and considered such other information and financial, economic and market criteria as it deemed appropriate in arriving at its opinion.

In rendering its opinion, Citi assumed and relied, without independent verification, upon the accuracy and completeness of all financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with Citi and upon the assurances of the Company’s management that it was not aware of any relevant information that was omitted or that remained undisclosed to Citi. With respect to the financial forecasts, including the Projections, and other information and data provided to or otherwise reviewed by or discussed with Citi relating to the Company, including the probability of success and estimated timing of achievement of the Milestones, Citi was advised by the Company’s management that they were reasonably prepared on bases reflecting the best currently available estimates and judgments of the Company’s management as to the future financial performance of the Company. In connection with Citi’s engagement and at the direction of the Company, Citi approached, and held discussions with, selected third parties to solicit indications of interest in the possible acquisition of, or strategic partnership with, the Company.

Citi assumed, with the Company’s consent, that each of the Offer and the Post-Closing Reorganization would be consummated in accordance with its terms, without waiver, modification or amendment of any material

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term, condition or agreement and that, in the course of obtaining the necessary regulatory or third-party approvals, consents and releases for the consummation of the Offer and the Post-Closing Reorganization, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on Parent, Buyer, the Company, the CVRs or the expected benefits of the Offer and the Post-Closing Reorganization in any way meaningful to its analysis. In addition, representatives of the Company advised Citi, and Citi assumed, that the final terms of the CVR Agreement would not vary materially from those set forth in the form reviewed by Citi. Citi did not make, nor was Citi provided with, an independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of the Company, nor did Citi make any physical inspection of the properties or assets of the Company. Citi also expressed no view as to, and its opinion did not address, the fairness (financial or otherwise) of the amount or nature or any other aspect of any compensation to any officers, directors or employees of any parties to the Offer and the Post-Closing Reorganization, or any class of such persons, relative to the Offer Consideration. In addition, Citi did not express any opinion as to the value of a CVR when issued or as to the price at which the Shares will trade at any time. Citi did not express any opinion as to the impact of the Offer and the Post-Closing Reorganization on the solvency or viability of the Company, Parent or Buyer or the ability of the Company, Parent or Buyer to pay its obligations, including in respect of the CVRs, when they come due. Citi’s opinion was necessarily based upon information available to Citi, and financial, stock market and other conditions and circumstances existing and disclosed to Citi, as of the date of its opinion. The issuance of Citi’s opinion was authorized by its fairness opinion committee.

In preparing its opinion, Citi performed a variety of financial and comparative analyses, including those described below. This summary of the analyses is not a complete description of Citi’s opinion or the analyses underlying, and factors considered in connection with, Citi’s opinion. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances, and, therefore, a financial opinion is not readily susceptible to summary description. Citi arrived at its ultimate opinion based on the results of all analyses undertaken by it and assessed as a whole, and did not draw, in isolation, conclusions from or with regard to any one factor or method of analysis for purposes of its opinion. Accordingly, Citi believes that its analyses must be considered as a whole and that selecting portions of its analyses and factors or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying its analyses and opinion.

In its analyses, Citi considered industry performance, general business, economic, market and financial conditions and other matters existing as of the date of its opinion, many of which are beyond the control of the Company. No company, business or transaction used in Citi’s analyses as a comparison is identical or directly comparable to the Company or the Offer and the Post-Closing Reorganization. An evaluation of these analyses is not entirely mathematical; rather, the analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies, business segments or transactions reviewed.

The estimates contained in Citi’s analyses and the valuation ranges resulting from any particular analysis are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by its analyses. In addition, analyses relating to the value of businesses or securities do not necessarily purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold or acquired. Accordingly, the estimates used in, and the results derived from, Citi’s analyses are inherently subject to substantial uncertainty.

Citi was not requested to, and it did not, recommend the specific consideration payable in the Offer and the Post-Closing Reorganization. The type and amount of consideration payable in the Offer and the Post-Closing Reorganization was determined through negotiations between the Company and Parent and the decision to enter into the Purchase Agreement was solely that of the Boards. Citi’s opinion was only one of many factors considered by the Boards in their evaluation of the Offer and the Post-Closing Reorganization and should not be

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viewed as determinative of the views of the Boards or management of the Company with respect to the Offer and the Post-Closing Reorganization or the consideration payable in the Offer and the Post-Closing Reorganization or any other aspect of the transactions contemplated by the Purchase Agreement.

The following is a summary of the material financial analyses presented to the Boards in connection with Citi’s opinion. The financial analyses summarized below include information presented in tabular format. In order to fully understand Citi’s financial analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Citi’s financial analyses.

Implied Aggregate Consideration

As an initial matter, based solely on the assessments of the Company’s management as to the probability of success of drisapersen and the estimated timing of achievement of the Milestones, and discounting the two probability-adjusted payments under the CVR back to the valuation date using the midpoint of the Company’s cost of equity, which was calculated to be 13.4%, Citi calculated an implied probability-adjusted present value of the combined payments to be made under each CVR to be $1.79, which implies an aggregate value of the Offer Consideration equal to $19.54 per Share (referred to in the description of the analyses that follows as the “Implied Aggregate Consideration”).

Selected Companies Analysis

Citi performed a selected companies analysis, which is an analysis designed to estimate an implied value of a company through an analysis of the public valuation and trading multiples of similar publicly traded companies. Citi reviewed financial and stock market information of the Company and the selected publicly traded companies described below (collectively, the “selected companies”) that focus on the development of orphan drugs. No publicly traded company is identical to the Company, but these companies were selected because, among other reasons, they possessed certain financial, operational or business characteristics that, in Citi’s view, were sufficiently comparable to those of the Company or otherwise relevant for purposes of comparison.

Orphan Drug Companies

• NPS Pharmaceuticals, Inc.

• Avanir Pharmaceuticals, Inc.

• PTC Therapeutics, Inc.

• Aegerion Pharmaceuticals, Inc.

• Raptor Pharmaceuticals Corp.

• Sarepta Therapeutics, Inc.

• Insmed Inc.

• Hyperion Therapeutics, Inc.

Citi reviewed, among other information, fully diluted firm values of the selected companies, calculated as fully diluted equity values (based on closing stock prices of the selected companies on November 19, 2014) plus debt, less cash and cash equivalents and other adjustments, as a multiple of calendar year 2017 estimated revenue. The observed multiples of firm value to calendar year 2017 estimated revenue for the selected companies ranged from a low of 1.3x to a high of 8.9x (with a median of 4.4x and a mean of 4.5x). Based on its

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professional judgment and experience, and taking into consideration the observed multiples for the selected companies, Citi then applied a selected range of multiples of firm value to calendar year 2017 estimated revenue of 1.3x to 4.5x, derived from the selected companies, to corresponding calendar year 2017 estimated revenue of the Company to calculate an implied firm value reference range for the Company. Citi selected this range to begin at the low end of the observed multiples because it believed that Sarepta Therapeutics was the selected company that was most comparable to the Company and the observed multiple for Sarepta Therapeutics was the lowest observed multiple in the group. Financial data of the selected companies were based on public filings and press releases. Financial data of the Company were based on the Base Case Projections provided by the Company’s management (for a more detailed description of the Base Case Projections, see “—Certain Prosensa Management Projections” below). This analysis indicated an implied firm value reference range for the Company of approximately $222 million to $743 million, from which the following approximate implied per Share equity value reference range for the Company was derived, as compared to the Cash Consideration and the Implied Aggregate Consideration to be received in the Offer and the Post-Closing Reorganization:

Implied Per Share Equity Value Reference Range Based on 2017E Revenues of the Company	Cash Consideration	Implied Aggregate Consideration
$7.62 – $21.11	$17.75	$19.54

Precedent Premia Analysis

Citi performed a precedent premia analysis, which is an analysis designed to estimate an implied value of a company through an analysis of the premia paid for other similarly situated companies in precedent transactions. Citi reviewed, to the extent publicly available, financial information for selected transactions in the pharmaceuticals industry announced between January 1, 2010 and November 19, 2014 with a range of transaction values of $500 million to $3 billion (collectively, the “selected transactions”). The selected transactions are set forth in the table below.

Announcement Date	Target	Acquiror
4/28/2014	Furiex Pharmaceuticals, Inc	Actavis plc
9/5/2013	Astex Pharmaceuticals, Inc.	Otsuka Pharmaceutical Co., Ltd.
7/30/2013	Trius Therapeutics, Inc.	Cubist Pharmaceuticals, Inc.
1/23/2013	MAP Pharmaceuticals, Inc.	Allergan, Inc.
4/23/2012	Ardea Biosciences, Inc.	AstraZeneca plc
1/26/2012	Micromet Inc.	Amgen Inc.
1/7/2012	Inhibitex, Inc.	Bristol-Myers Squibb Co.
9/7/2010	ZymoGenetics, Inc.	Bristol-Myers Squibb Co.

The selected transactions were chosen because they were of a comparable size to the Offer and the Post-Closing Reorganization and they involved companies with drugs at a similar stage of development or other financial, operational or business characteristics that, in Citi’s view, made them sufficiently comparable to the Offer and the Post-Closing Reorganization or otherwise relevant for purposes of comparison. For each of the selected transactions, Citi reviewed the implied premium by calculating the upfront purchase price and present value of contingent value right payments, where applicable to the selected transaction, as compared to (i) the acquired company’s closing share price one trading day prior to the announcement (each, a “1-Day Premium”) and (ii) the acquired company’s volume-weighted average price over the one month prior to the announcement (each, a “1-Month VWAP Premium”). The observed premia for the selected transactions ranged from 27% to 163% (with a median of 43% and a mean of 60%) for 1-Day Premia, and from 26% to 135% (with a median of 46% and a mean of 61%) for 1-Month VWAP Premia. Based on its professional judgment and experience, and taking into consideration the observed premia for the selected transactions, Citi then applied a selected range of premia of 43% to 60% to the closing per Share price on November 19, 2014. Financial data of the selected transactions were based on publicly available information. This analysis indicated an implied firm value

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reference range for the Company of approximately $548 million to $617 million, from which the following approximate implied per Share equity value reference range for the Company was derived, as compared to the Cash Consideration and the Implied Aggregate Consideration to be received in the Offer and the Post-Closing Reorganization:

Implied Per Share Equity Value Reference Range	Cash Consideration	Implied Aggregate Consideration
$16.05 – $17.85	$17.75	$19.54

Discounted Cash Flow Analysis

Citi performed a discounted cash flow analysis of the Company, which is an analysis designed to estimate an implied value of a company by calculating the present value of the estimated future unlevered free cash flows of that company over the projection period and the terminal value of that company at the end of the projection period.

Citi performed a discounted cash flow analysis of the Company by calculating the estimated present value of the unlevered, after-tax free cash flows that the Company was forecasted to generate on a risk-adjusted basis during the remainder of calendar year 2014 and for calendar years ending December 31, 2015 through December 31, 2030, in each case, based on the Base Case Projections, as further described in “—Certain Prosensa Management Projections” below. Citi then calculated implied estimated terminal values for the Company based on perpetuity growth rates ranging from 0% to 2%. Citi then discounted to present value (as of November 19, 2014) the unlevered, after-tax free cash flows and implied estimated terminal value using discount rates ranging from 12.7% to 14.2%, reflecting an estimate of the weighted average cost of capital of the Company. This analysis indicated an implied firm value reference range for the Company of approximately $512 million to $634 million, from which the following approximate implied equity value per Share reference range for the Company was derived, as compared to the Cash Consideration and the Implied Aggregate Consideration to be received in the Offer and the Post-Closing Reorganization:

Implied Per Share Equity Value Reference Range	Cash Consideration	Implied Aggregate Consideration
$15.15 – $18.30	$17.75	$19.54

Other Information

Citi observed certain additional factors that were not considered part of Citi’s financial analysis with respect to its opinion but were noted for informational purposes for the Boards, including the following:

• discounted share price targets for the Shares in Wall Street research analyst reports, using a discount rate of 13.4%, representing the midpoint of the Company’s cost of equity, which indicated low and high share price targets of $7.70 to $21.35 per Share;

• historical trading prices of the Shares during the 52-week period ended November 19, 2014, which reflected closing prices of $3.90 to $12.85 per Share; and

• a discounted cash flow analysis of the Company using estimates of risk adjusted, unlevered, after-tax free cash flows based on the Upper Case Projections and the Lower Case Projections, each as described in “—Certain Prosensa Management Projections” below but otherwise using the same ranges of perpetuity growth rates and discount rates as described above in “—Discounted Cash Flow Analysis”, which generated implied per Share equity value reference ranges for the Company of $26.30 to $31.40 for the Upper Case Projections and $3.60 to $4.00 for the Lower Case Projections.

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Item 5. Person/Assets Retained, Employed, Compensated or Used

Prosensa has retained Citi as its financial advisor in connection with the evaluation and negotiation of potential strategic transactions, including the transactions contemplated by the Purchase Agreement and, in connection with such engagement, Citi provided the opinion described in “Item 4. The Solicitation or Recommendation—Opinion of the Company’s Financial Advisor,” which is filed as Annex A hereto and is incorporated herein by reference.

Pursuant to a letter agreement dated September 30, 2014, Prosensa engaged Citi to act as its financial advisor in connection with, among other things, structuring, reviewing and negotiating potential proposals for business combination transactions. Under the terms of Citi’s engagement, the Company has agreed to pay Citi for its financial advisory services in connection with the transaction a fee of 1.15% of the aggregate transaction value, which is approximately $10.9 million, $500,000 of which was payable upon the delivery of Citi’s opinion and the remainder of which is contingent upon completion of the Offer, except that the portion of the transaction fee relating to payments under the CVRs is contingent upon, and will be calculated and paid only if and when such payments are actually made. The Company also has agreed to reimburse Citi for reasonable expenses incurred by Citi in performing its services, including reasonable fees and expenses of its legal counsel, so long as such fees and expenses do not exceed $50,000 without the prior consent of Prosensa (not to be unreasonably withheld), and to indemnify Citi and related persons against liabilities, including liabilities under the federal securities laws, arising out of its engagement.

Citi and its affiliates in the past have provided, and in the future may provide, investment banking and other financial services to the Company unrelated to the Offer and the Post-Closing Reorganization, for which services Citi and its affiliates have received and expect to receive compensation, including having acted as joint bookrunner in connection with the Company’s initial public offering in 2013, for which Citi received approximately $1.8 million. Other than Citi’s current engagement by Prosensa and its engagement as joint bookrunner described in the immediately preceding sentence, Citi has not been engaged by Prosensa, nor has Citi been engaged by Parent, to provide investment banking and/or financial advisory services for which Citi received fees during the past two years. In the ordinary course of business, Citi and its affiliates may actively trade or hold the securities of the Company and Parent for their own account or for the account of their customers and, accordingly, may at any time hold a long or short position in such securities. In addition, Citi and its affiliates (including Citigroup Inc. and its affiliates) may maintain relationships with the Company, Parent and their respective affiliates.

The Company selected Citi to act as its financial advisor in connection with the Offer and the Post-Closing Reorganization based on Citi’s reputation and experience. Citi is an internationally recognized investment banking firm that regularly engages in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, competitive bids, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes.

Except as set forth above, neither Prosensa nor any person acting on its behalf has or currently intends to employ, retain or compensate any person to make solicitations or recommendations to the shareholders of Prosensa on its behalf with respect to the Offer.

Item 6. Interest in Securities of the Subject Company

No transactions in Shares have been effected during the past 60 days by the Company or, to the best knowledge of the Company, after due inquiry, by any executive officer, director, affiliate or subsidiary of the Company.

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Item 7. Purposes of the Transaction and Plans or Proposals

Except as set forth in this Schedule 14D-9, the Company is not engaged in any negotiations in response to the Offer that relate to (i) a tender offer or other acquisition of the Company’s securities by the Company, any subsidiary of the Company or any other person, (ii) an extraordinary transaction, such as a merger, reorganization or liquidation, involving the Company or any subsidiary of the Company, (iii) any purchase, sale or transfer of a material amount of assets by the Company or any subsidiary of the Company or (iv) any material change in the present dividend rate or policy, or indebtedness or capitalization of the Company.

Except as described above or otherwise set forth in this Schedule 14D-9 (including in the Exhibits to this Schedule 14D-9) or as incorporated in this Schedule 14D-9 by reference, there are no transactions, resolutions of the Boards, agreements in principle or signed contracts in response to the Offer that relate to, or would result in, one or more of the events referred to in the preceding paragraph.

Item 8. Additional Information

(a) Appraisal Rights

Under Dutch law or otherwise, holders of Shares are not entitled to appraisal rights with respect to the Offer and/or the Subsequent Offering Period. However, in the event that upon the Offer Closing or after the Subsequent Offering Period, Purchaser holds 95% or more of the issued Shares and does not complete the Asset Sale, Purchaser may acquire the remaining Shares not tendered by means of Statutory Buy-Out Proceedings. The Purchase Agreement requires that in connection with Statutory Buy-Out Proceedings, Purchaser must offer each holder of Shares the right to receive the Offer Consideration in connection with each Share held by such holder; however, in Statutory Buy-Out Proceedings a Dutch court will determine a cash price to be paid for the Shares (which may not include a CVR or other contingent right), which may be greater than, equal to or less than the cash equivalent of the Cash Consideration and the value of a CVR.

(b) Regulatory and Other Approvals

U.S. Antitrust. Under the HSR Act, and the related rules and regulations that have been issued by the Federal Trade Commission (the “FTC”), certain transactions may not be consummated until specified information and documentary material (“Premerger Notification and Report Forms”) have been furnished to the FTC and the Antitrust Division of the Department of Justice (the “Antitrust Division”) and certain waiting periods have been terminated or expired. These requirements of the HSR Act apply to the acquisition of Shares in the Offer and the Purchase Agreement.

Purchaser and the Company intend filed their Premerger Notification and Report Forms with the FTC and the Antitrust Division in connection with the purchase of Shares in the Offer on December 8, 2014. Under the HSR Act, Purchaser’s purchase of Shares in the Offer may not be completed until the expiration of a 15-calendar- day waiting period following the filing by Purchaser of the Premerger Notification and Report Form (i.e., December 23, 2014), unless (i) the waiting period is earlier terminated or extended by the FTC or the Antitrust Division, (ii) Purchaser pulls and re-files its Premerger Notification and Report Form before the expiration of the initial 15 calendar day waiting period or (iii) the FTC or the Antitrust Division extends the waiting period by issuing a request for additional information and documentary material (a “Second Request”) prior to expiry of the initial waiting period. If within the initial waiting period, Purchaser pulls and re-files the Premerger Notification and Report Form, the waiting period will restart and will expire 15 calendar days following the re-filing of the Premerger Notification and Report Form unless the waiting period is earlier terminated by the FTC or the Antitrust Division, and unless the FTC or the Antitrust Division extends the waiting period by issuing a Second Request prior to expiry of the initial waiting period. If within the initial waiting period either the FTC or the Antitrust Division issues a Second Request, the waiting period with respect to the Offer and the Purchase Agreement would be extended until 10 calendar days following the date of substantial compliance by Purchaser with that request, unless the FTC or the Antitrust Division terminates the additional waiting period before its

35

expiration. After the expiration of the 10 calendar day waiting period following substantial compliance with the Second Request by Purchaser, the waiting period could be extended only by court order or with Purchaser’s consent. In practice, complying with a Second Request can take a significant period of time. Although the Company is required to file certain information and documentary material with the FTC and the Antitrust Division in connection with the Offer, neither the Company’s failure to make those filings nor a request for additional documents and information issued to the Company from the FTC or the Antitrust Division will extend the waiting period with respect to the purchase of Shares in the Offer and the Purchase Agreement.

The FTC and the Antitrust Division will review the legality under the antitrust laws of Purchaser’s proposed acquisition of the Company. At any time before or after Purchaser’s acceptance for payment of Shares pursuant to the Offer, if the Antitrust Division or the FTC believes that the Offer would violate the U.S. federal antitrust laws by substantially lessening competition in any line of commerce affecting U.S. consumers, the FTC and the Antitrust Division have the authority to challenge the transaction by seeking a federal court order enjoining the transaction or, if Shares have already been acquired, requiring disposition of such Shares, or the divestiture of substantial assets of Purchaser, the Company, or any of their respective subsidiaries or affiliates or requiring other conduct relief.

Each of Parent and the Company has agreed under the Purchase Agreement to use their respective reasonable best efforts to consummate the transactions contemplated by the Purchase Agreement, including the Offer, the Offer Closing, the Asset Sale and the Post-Closing Reorganization, including (i) preparing and filing as promptly as practicable with any third party all documentation to effect all necessary filings, notices and registrations and (ii) obtaining and maintain all approvals, consents, permits or other authorizations required from any third party to consummate the transactions contemplated by the Purchase Agreement.

In furtherance of the foregoing, Purchaser and the Company have agreed in the Purchase Agreement to (i) supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act and (ii) not extend any waiting period under the HSR Act or enter into any agreement with the FTC or Antitrust Division not to consummate the transactions contemplated by the Purchase Agreement without the prior written consent of the other parties to the Purchase Agreement. At the request of Parent, the Company will agree to divest, hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, services or assets of the Company or any of its subsidiaries (but, absent such request, the Company will not take any such action), provided that any such action is conditioned upon consummation of the Offer. Purchaser and the Company have agreed to (A) promptly notify the other party of any written communication to that party from the FTC, the Antitrust Division, any state Attorney General or any other governmental authority and, subject to applicable law, permit the other party to review in advance any proposed written communication to any such governmental authority, (B) to the extent practicable, not agree to participate in any substantive meeting or discussion with any governmental authority in respect of any filings, investigation or inquiry concerning any competition or antitrust matters in connection with the Purchase Agreement unless it consults with the other party in advance and, to the extent permitted by such governmental authority, gives the other party the opportunity to attend and participate and (c) furnish the other party with copies of all correspondence, filings and communications between them and their affiliates and their respective representatives on the one hand, and any government or regulatory authority or members of their respective staffs on the other hand, with respect to any competition or antitrust matters in connection with the Purchase Agreement.

United States state attorneys general and private persons may also bring legal action under the antitrust laws seeking similar relief or seeking conditions to the completion of the Offer. While Parent believes that consummation of the Offer would not violate any antitrust laws, there can be no assurance that a challenge to the Offer on antitrust grounds will not be made or, if a challenge is made, what the result will be. If any such action is threatened or commenced by the FTC, the Antitrust Division or any state or any other person, Purchaser may not be obligated to consummate the Offer.

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See “Section 15—Certain Conditions to the Offer” of the Offer to Purchase for certain conditions to the Offer, including conditions with respect to certain governmental actions and “Section 11—The Purchase Agreement; Other Agreements” of the Offer to Purchase for certain termination rights pursuant to the Purchase Agreement with respect to certain governmental actions.

The Company, Parent and Purchaser are not aware of any other pre-closing antitrust or competition law filings required in connection with the Offer or the other transactions contemplated by the Purchase Agreement.

Certain Shareholder Approvals Required in connection with the Post-Closing Reorganization

Under the Purchase Agreement, the Company is required to hold an EGM where shareholders will be provided with information regarding the Offer and approve certain actions, including the resignation of all but two directors from the Boards and the appointment of new directors to the Boards as designated by Purchaser to replace such resigning directors and the Asset Sale (collectively, the “EGM Matters”). The EGM is scheduled to be held on January 13, 2015. Shareholders of the Company who held Shares as of the record date, which is December 16, 2014, are entitled to attend the EGM, vote on the EGM Matters and receive the EGM Materials. As described further in “Item 15. Certain Conditions of the Offer” of the Offer to Purchase, shareholder approval of the EGM Matters is a condition of the Offer.

Various other approvals including approvals of shareholders and of the two directors not resigning from the Boards in connection with Offer Closing may be required, including under Dutch corporate law, if the Post-Closing Reorganization is effected by a mechanism other than the Asset Sale. Such potential mechanisms for effecting the Post-Closing Reorganization and the potential approvals required in connection therewith are described further in “Item 12. Purpose of the Offer; Plans for Prosensa” in the Offer to Purchase.

(c) Annual Report on Form 20-F and Reports on Form 6-K

For additional information regarding the business and financial results of the Company, please see the following documents that have been filed by the Company with the SEC, each of which is incorporated herein by reference:

• the 2013 Annual Report; and

• the Company’s current reports on Form 6-K dated as of January 13, 2014, January 23, 2014, March 18, 2014, March 19, 2014, May 1, 2014, May 19, 2014, May 20, 2014, June 3, 2014, June 20, 2014, June 30, 2014, July 14, 2014, August 12, 2014, August 14, 2014, August 21, 2014, October 16, 2014, November 17, 2014, November 24, 2014 and November 26, 2014.

(d) Certain Prosensa Management Projections

Important Information Concerning the Prosensa Management Projections

The Company does not, as a matter of course, publicly disclose forecasts or internal projections as to future performance or results of operations due to the inherent unpredictability of the underlying assumptions and projections. However, in 2014, at the direction of the Boards and to assist the Boards in their consideration of potential strategic alternatives for Prosensa, Prosensa management prepared three sets of unaudited, long-range financial projections (collectively, the “Projections”) for the fiscal years 2014 through 2030: a base case (the “Base Case Projections”), an upper case (the “Upper Case Projections”) and a lower case (the “Lower Case Projections”). Prosensa management provided the Projections to Citi and the Boards and indicated that because the Base Case Projections reflected management’s best estimate as to the financial performance of the Company based on information available as of the date of the Purchase Agreement, Citi should use the Base Case Projections in connection with the rendering of Citi’s fairness opinion to the Boards and in performing the related financial analysis, as described under the heading “—Opinion of the Company’s Financial Advisor.”

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Base Case Projections

Prosensa management prepared the Base Case Projections based on a set of assumptions that they believed to be aggressive but potentially achievable and presented the Base Case Projections to the Supervisory Board at the September 10, 2014 Supervisory Board meeting in connection with a presentation of a Prosensa strategic business plan. For purposes of the Base Case Projections, Company management assumed that its product drisapersen will receive regulatory approval and be launched for commercial sales in various jurisdictions around the world between 2015 and 2018. The Base Case Projections also reflect numerous additional proprietary assumptions about patient population size, market share, competition, pricing and other relevant factors relating to the commercialization of drisapersen, as well as how certain of these assumptions may change over time. In the Base Case Projections, Prosensa management also made certain assumptions relating to the regulatory approval and commercialization of certain of the other development-stage product candidates in the Company’s product pipeline, including PRO044, PRO045 and PRO053, as well as proprietary assumptions relating to patient population size, market share, competition, pricing and other relevant factors relating thereto. The foregoing is a summary of certain key assumptions and does not purport to be a comprehensive overview of all assumptions inherent in the projections provided herein, including in the Base Case Projections.

Base Case Projections and Certain Related Information

	Fiscal Year Ended December 31,
	2014E			2015E			2016E			2017E			2018E		2019E		2020E		2021E		2022E		2023E		2024E		2025E		2026E		2027E		2028E		2029E		2030E
	(€ in millions)
Total Revenue(1)		—			5			54			132			273		430		751		986		1,205		1,401		1,496		1,574		1,603		1,490		1,286		1,119		1,047
Total Risk Adjusted Revenue(2)		—			3			27			66			137		203		249		274		296		316		329		340		340		267		149		132		128
EBITDA(3)(4)		(34	)		(56	)		(56	)		(21	)		51		113		146		207		225		242		252		262		261		199		99		83		80
Unlevered Free Cash Flow (as calculated by Citi)(5)		(5	)		(68	)		(71	)		(79	)		33		96		118		158		174		188		198		206		208		175		105		70		64

(1) Prosensa management presented the Base Case Projections to the Supervisory Board on a non-risk-adjusted basis, which, as described above, assumed that Company product candidates would receive regulatory approval based on the Company’s proposed timeline.

(2) Prosensa management also developed assumptions regarding the likelihood of regulatory approval of the Company’s product candidates in order to present the revenue line items in the Base Case Projections on a risk-adjusted basis, and Citi assisted Prosensa management in the calculation of probability adjusted forecasts using those assumptions, which Prosensa management presented to the Supervisory Board.

(3) EBITDA, or earnings before interest taxes depreciation and amortization, as presented above, may be considered a non-IFRS financial measure. Non-IFRS financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with IFRS, and non-IFRS financial measures as used by Prosensa may not be comparable to similarly titled amounts used by other companies.

(4) During the course of Parent’s due diligence review, Company management provided to Parent the amounts of Research and Development Expense included in the Projections for the years 2014, 2015 and 2016. These amounts were:

	Fiscal Year Ended December 31,
	2014E		2015E		2016E
	(€ in millions)
Research & Development Expense		29		46		58

(5) Unlevered Free Cash Flow may be considered a non-IFRS financial measure, was calculated using the Base Case Projections and was reviewed and approved by Prosensa’s management for Citi’s use in connection with its discounted cash flow analysis. Such calculation was not provided to potential buyers, including Parent. Unlevered Free Cash Flow represents tax-affected earnings before interest plus depreciation and amortization, less (i) capital expenditures and (ii) increases in working capital. Unlevered Free Cash Flow is included for illustrative and comparative purposes only.

Upper Case Projections

Prosensa management prepared the Upper Case Projections after the September 10, 2014 Supervisory Board meeting based on a set of aggressive assumptions related to the regulatory approval, commercialization and market penetration of drisapersen and certain of the Company’s other product candidates. Namely, for purposes of the Upper

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Case Projections, Company management assumed that drisapersen will receive regulatory approval and be launched for commercial sales in various jurisdictions around the world between 2015 and 2018 and that no competing RNA-based treatment for Duchenne Muscular Dystrophy will be approved and commercialized in jurisdictions outside the United States. In addition, Company management made numerous additional proprietary assumptions about patient population size, market share, lack of competition, pricing and other relevant factors, as well as how certain of these assumptions may change over time. Company management also made certain proprietary assumptions regarding the regulatory approval and commercial success of various development-stage product candidates in the Company’s product pipeline, including PRO044, PRO045 and PRO053, as well as assumptions relating to patient population size, market share, competition, pricing and other relevant factors relating thereto. The foregoing is a summary of certain key assumptions and does not purport to be a comprehensive overview of all assumptions inherent in the projections provided herein, including in the Upper Case Projections.

Upper Case Projections and Certain Related Information

	Fiscal Year Ended December 31,
	2014E			2015E			2016E			2017E			2018E		2019E		2020E		2021E		2022E		2023E		2024E		2025E		2026E		2027E		2028E		2029E		2030E
	(€ in millions)
Total Revenue(1)		—			5			66			186			372		594		1,113		1,499		1,861		2,183		2,337		2,464		2,515		2,371		2,104		1,829		1,708
Total Risk Adjusted Revenue(2)		—			3			33			93			186		277		346		385		420		451		470		487		487		389		229		202		195
EBITDA(3)(4)		(34	)		(56	)		(51	)		2			93		175		229		301		330		356		373		387		386		303		166		143		137
Unlevered Free Cash Flow (as calculated by Citi)(5)		(5	)		(68	)		(66	)		(56	)		70		146		188		230		255		277		292		304		308		264		169		119		110

(1) Prosensa management presented the Upper Case Projections to the Supervisory Board on a non-risk-adjusted basis, which, as described above, assumed that Company product candidates would receive regulatory approval based on the Company’s proposed timeline.

(2) Prosensa management also developed assumptions regarding the likelihood of regulatory approval of the Company’s product candidates in order to present the revenue line items in the Upper Case Projections on a risk-adjusted basis, and Citi assisted Prosensa management in the calculation of probability adjusted forecasts using those assumptions, which Prosensa management presented to the Supervisory Board.

(3) EBITDA, or earnings before interest taxes depreciation and amortization, as presented above, may be considered a non-IFRS financial measure. Non-IFRS financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with IFRS, and non-IFRS financial measures as used by Prosensa may not be comparable to similarly titled amounts used by other companies.

(4) See Footnote (4) to the table entitled “Base Case Projections and Certain Related Information” above.

(5) Unlevered Free Cash Flow may be considered a non-IFRS financial measure, was calculated using the Upper Case Projections and was reviewed and approved by Prosensa’s management for Citi’s use in connection with its discounted cash flow analysis. Such calculation was not provided to potential buyers, including Parent. Unlevered Free Cash Flow represents tax-affected earnings before interest plus depreciation and amortization, less (i) capital expenditures and (ii) increases in working capital. Unlevered Free Cash Flow is included for illustrative and comparative purposes only.

Lower Case Projections

Prosensa Management prepared the Lower Case Projections after the September 10, 2014 Supervisory Board meeting assuming that neither drisapersen nor any of the Company’s other product candidates will receive regulatory approval and instead a competing RNA-based treatment for Duchenne Muscular Dystrophy is approved and commercialized worldwide. In addition, the Lower Case Projections make a variety of other assumptions, including that the Company will receive certain revenues for out-licenses of intellectual property rights. The foregoing is a summary of certain key assumptions and does not purport to be a comprehensive overview of all assumptions inherent in the projections provided herein, including in the Lower Case Projections.

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Lower Case Projections and Certain Related Information

	Fiscal Year Ended December 31,
	2014E			2015E			2016E			2017E		2018E		2019E		2020E		2021E		2022E		2023E		2024E		2025E		2026E		2027E		2028E		2029E		2030E
	(€ in millions)
Total Revenue(1)		—			0			2			12		37		66		77		81		83		85		88		90		89		63		22		20		21
Total Risk Adjusted Revenue(2)		—			0			1			6		19		33		39		40		42		43		44		45		44		32		11		10		10
EBITDA(3) (4)		(34	)		(53	)		(4	)		1		14		28		34		35		37		38		39		40		39		27		6		5		5
Unlevered Free Cash Flow (as calculated by Citi)(5)		(5	)		(53	)		(4	)		1		14		28		34		35		37		30		31		32		31		21		5		4		4

(1) Prosensa management presented the Lower Case Projections to the Supervisory Board on a non-risk-adjusted basis, which, as described above, assumed that Company product candidates would receive regulatory approval based on the Company’s proposed timeline.

(2) Prosensa management also developed assumptions regarding the likelihood of regulatory approval of the Company’s out-licensing strategy in order to present the revenue line items in the Lower Case Projections on a risk-adjusted basis, and Citi assisted Prosensa management in the calculation of probability adjusted forecasts using those assumptions, which Prosensa management presented to the Supervisory Board.

(3) EBITDA, or earnings before interest taxes depreciation and amortization, as presented above, may be considered a non-IFRS financial measure. Non-IFRS financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with IFRS, and non-IFRS financial measures as used by Prosensa may not be comparable to similarly titled amounts used by other companies.

(4) See Footnote (4) to the table entitled “Base Case Projections and Certain Related Information” above.

(5) Unlevered Free Cash Flow may be considered a non-IFRS financial measure, was calculated using the Lower Case Projections and was reviewed and approved by Prosensa’s management for Citi’s use in connection with its discounted cash flow analysis. Such calculation was not provided to potential buyers, including Parent. Unlevered Free Cash Flow represents tax-affected earnings before interest plus depreciation and amortization, less (i) capital expenditures and (ii) increases in working capital. Unlevered Free Cash Flow is included for illustrative and comparative purposes only.

Additional Information Concerning the Prosensa Management Projections

The summary of the Projections is included in this Schedule 14D-9 solely to give Company shareholders access to certain financial Projections that were made available to the Boards and Citi (and solely with respect to certain portions of the Base Case Projections noted above, Purchaser and Parent), and is not being included in this Schedule 14D-9 to influence any Company shareholder’s decision whether to tender Shares in the Offer or for any other purpose. The Projections were generated solely for internal use and not developed with a view toward public disclosure, published guidelines of the SEC regarding forward-looking statements or IFRS. The Projections are forward-looking statements. All of the Projections summarized in this section were prepared by the management of Prosensa.

No independent registered public accounting firm provided any assistance in preparing or reviewed the Projections. Accordingly, no independent registered public accounting firm has examined, compiled or otherwise performed any procedures with respect to the Projections or expressed any opinion or given any other form of assurance with respect thereto, and they assume no responsibility for the information contained in the Projections. The PricewaterhouseCoopers Accountants N.V. reports included in the 2013 Annual Report relate solely to the historical financial information of Prosensa. Such reports do not extend to the Projections and should not be read to do so.

By including the Projections in this Schedule 14D-9, neither Prosensa nor any of its representatives has made or makes any representation to any person regarding the information included in the Projections or the ultimate performance of Prosensa, Parent, Purchaser or any of their affiliates compared to the information contained in the Projections. Prosensa has made no representation to Parent or Purchaser, in the Purchase Agreement or otherwise, concerning the Projections.

The assumptions and estimates underlying the Projections, all of which are difficult to predict and many of which are beyond the control of Prosensa, may not be realized. There can be no assurance that the underlying assumptions will prove to be accurate or that the forecasted results will be realized, and actual results likely will differ, and may differ materially, from those reflected in the Projections, whether or not the Offer and the Post-Closing Reorganization are completed. Neither Prosensa nor any of its affiliates assumes any responsibility to holders of Shares for the accuracy of this information.

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In particular, the Projections, while presented with numerical specificity, necessarily were based on numerous variables and assumptions that are inherently uncertain. Because the Projections cover multiple years, by their nature, they become subject to greater uncertainty with each successive year and are unlikely to anticipate each circumstance that will have an effect on the commercial value of drisapersen and the Company’s other product candidates. Important factors that may affect actual results and results in the Projections not being achieved include, but are not limited to, the timing of regulatory approval and launch of the Company’s products and product candidates, labeling, market uptake of drisapersen and the Company’s product candidates, availability of third-party reimbursement, impact of competitive products and pricing, the effect of regulatory actions, the effect of global economic conditions, fluctuations in foreign currency exchange rates, the cost and effect of changes in tax and other legislation and other risk factors described in Prosensa’s SEC filings, including the 2013 Annual Report, and described under the section below entitled “—Forward-Looking Statements.” The Projections also reflect assumptions as to certain business decisions that are subject to change. Modeling and forecasting the future commercialization of drug candidates is, in particular, a highly speculative endeavor.

The Projections were developed for Prosensa on a stand-alone basis without giving effect to the Offer and the Post-Closing Reorganization, and therefore the Projections do not give effect to the Offer, the Post-Closing Reorganization or any changes to Prosensa’s operations or strategy that may be implemented after the consummation of the Offer and the Post-Closing Reorganization, including cost synergies realized as a result of the Offer and the Post-Closing Reorganization, or to any costs incurred in connection with the Offer and the Post-Closing Reorganization.

The Projections summarized in this section were prepared during the periods described above and have not been updated to reflect any changes after the date they were prepared. The Company undertakes no obligation, except as required by law, to update or otherwise revise the Projections to reflect circumstances existing since their preparation or to reflect the occurrence of unanticipated events, even in the event that any or all of the underlying assumptions are shown to be in error or to not be appropriate, or to reflect changes in general economic or industry conditions.

In light of the foregoing factors and the uncertainties inherent in the Projections, readers of this Schedule 14D-9 are cautioned not to place undue, if any, reliance on the Projections.

(e) Forward-Looking Statements

Some of the statements contained in this solicitation/recommendation statement are forward-looking statements, including statements regarding the expected consummation of the acquisition, which involves a number of risks and uncertainties, including the satisfaction of closing conditions for the acquisition, such as regulatory approval for the transaction and the tender of at least 80% of the outstanding Shares of the Company, the possibility that the transaction will not be completed and other risks and uncertainties discussed in the 2013 Annual Report, as well as the tender offer documents to be filed by the Parent and the solicitation/recommendation statement to be filed by the Company. These statements are based on current expectations, assumptions, estimates and projections, and involve known and unknown risks, uncertainties and other factors that may cause results, levels of activity, performance or achievements to be materially different from any future statements. These statements are generally identified by words or phrases such as “believe,” “anticipate,” “expect,” “intend,” “plan,” “will,” “may,” “should,” estimate,” “predict,” “potential,” “continue” or the negative of such terms or other similar expressions. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results and the timing of events may differ materially from the results and/or timing discussed in the forward-looking statements, and you should not place undue reliance on these statements. The Parent and the Company disclaim any intent or obligation to update any forward-looking statements as a result of developments occurring after the period covered by this report or otherwise.

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Item 9. Exhibits

Exhibit No.	Description
(a)(1)(A)	Offer to Purchase, dated December 12, 2014 (incorporated by reference to Exhibit (a)(1)(A) to the Tender Offer Statement on Schedule TO filed by BioMarin Pharmaceutical Inc. and BioMarin Falcons B.V. on December 12, 2014).
(a)(1)(B)	Letter of Transmittal (incorporated by reference to Exhibit (a)(1)(B) to the Schedule TO).
(a)(1)(C)	Notice of Guaranteed Delivery (incorporated by reference to Exhibit (a)(1)(C) to the Schedule TO).
(a)(1)(D)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit (a)(1)(D) to the Schedule TO).
(a)(1)(E)	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit (a)(1)(E) to the Schedule TO).
(a)(1)(F)	Summary Advertisement as published in The New York Times on December 12, 2014 (incorporated by reference to Exhibit (a)(1)(F) to the Schedule TO).
(a)(1)(G)	Joint Press Release issued by Parent and the Company on November 24, 2014 (incorporated by reference to the press release under cover of Schedule 14D-9 filed by the Company on November 24, 2014).
(e)(1)	Purchase Agreement, dated as of November 23, 2014, among Parent, BioMarin Falcons and the Company (incorporated by reference to Exhibit 99.1 of the Form 6-K filed by the Company on November 24, 2014).
(e)(2)	Form of Director Indemnification Agreement.*
(e)(3)	Mutual Non-Disclosure Agreement, dated as of July 31, 2014, between Parent and the Company.*
(e)(4)	Form of Contingent Value Rights Agreement.*
(e)(5)	Convertible Promissory Note, made as of November 26, 2014.*
(e)(6)	Form of Tender and Support Agreement.*
(e)(7)	Excerpt from the Company’s 2013 Annual Report on the Compensation of Managing Directors and Supervisory Directors (incorporated by reference to Prosensa N.V.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2013).
(e)(8)	Employment Contract between Prosensa Holding N.V. and Hans Schikan.*
(e)(9)	Employment Contract between Prosensa Holding N.V. and Berndt Modig.*
(e)(10)	Employment Contract between Prosensa Holding N.V. and Giles Campion.*
(e)(11)	Employment Contract between Prosensa Holding N.V. and Luc Dochez.*
(e)(12)	Form of Registration Rights Agreement between Prosensa Holding N.V. and the shareholders listed therein (incorporated by reference to exhibit 4.1 of the Prosensa Holding N.V. registration statement on Form F-1 (Registration no. 333-188855) filed with the Commission on June 18, 2013).
(g)	Not applicable.
Annex A	Opinion of Citigroup Global Markets Inc., dated November 23, 2014.*

* Included with this Schedule 14D-9.

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

PROSENSA HOLDING N.V.
By:	/s/ Hans G.C.P. Schikan
	Name:	Hans G.C.P. Schikan
	Title:	Chief Executive Officer
By:	/s/ Berndt Modig
	Name:	Berndt Modig
	Title:	Chief Financial Officer

Dated: December 12, 2014

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Annex A

Corporate Banking

One Sansome Street

26th Floor

San Francisco, CA 94104

Corporate and Investment Banking

November 23, 2014

The Management Board and the Supervisory Board

Prosensa Holding N.V.

J.H. Oortweg 21

2333 CH Leiden

The Netherlands

Members of the Management Board and the Supervisory Board:

You have requested our opinion as to the fairness, from a financial point of view, to the holders of the ordinary shares of Prosensa Holding N.V. (the “Company”) of the Consideration (defined below) to be received by such holders in the Transaction (as defined below) pursuant to the terms and subject to the conditions set forth in the Purchase Agreement, dated as of November 23, 2014 (the “Purchase Agreement”), among the Company, BioMarin Pharmaceutical Inc. (“Parent”) and BioMarin Falcons B.V. (“Buyer”). As more fully described in the Purchase Agreement. Buyer will commence a tender offer (the “Offer”) for all outstanding ordinary shares, par value €0.01 per share, of the Company (“Shares”), pursuant to which Buyer will exchange, for each Share accepted, (i) $17.75 in cash, without interest (the “Cash Consideration”) and (ii) one contingent value right (a “CVR” and, together with the Cash Consideration, the “Consideration”), issued by Buyer and guaranteed by Parent pursuant to the CVR Agreement (as defined in the Purchase Agreement). Each CVR entitles the holder thereof to receive two future contingent payments, equal to $2.07, in cash, without interest (the “Milestone Payments”) in accordance with the terms and subject to the conditions set forth in the CVR Agreement. We understand that, in accordance with the Purchase Agreement, following consummation of the Offer, Buyer will undertake one or more corporate reorganization transactions (the “Reorganization” and, together with the Offer, the “Transaction”) under applicable law that would result in all holders of Shares that were not tendered in the Offer receiving in the Reorganization for each Share consideration equal to the Consideration, without interest.

In arriving at our opinion, we reviewed the Purchase Agreement and the form CVR Agreement attached as an exhibit thereto, and certain other related documents, including the form of the Promissory Note (as defined in the Purchase Agreement), and held discussions with certain senior officers, directors and other representatives and advisors of the Company and certain senior officers and other representatives and advisors of Parent concerning the business, operations and prospects of the Company. We examined certain publicly available business and financial information relating to the Company as well as certain financial forecasts and other information and data relating to the Company, including management’s assessments as to the probability of success of drisapersen and the Company’s other pipeline products as well as the probability and estimated timing of achievement of the Milestones (as defined in the CVR Agreement) triggering the Milestone Payments, which were provided to or discussed with us by the management of the Company. We reviewed the financial terms of the Transaction as set forth in the Purchase Agreement in relation to, among other things; current and historical market prices and trading volumes of Shares; the historical and projected earnings and other operating data of the Company; and the capitalization and financial condition of the Company. We considered, to the extent publicly available, the premia paid in certain other transactions which we considered relevant in evaluating the Transaction and analyzed certain financial, stock market and other publicly available information relating to the businesses of other companies whose operations we considered relevant in evaluating those of the Company. In connection with our engagement and at the direction of the Company, we were requested to approach, and we held discussions with, selected third parties to solicit indications of interest in the possible acquisition of, or strategic partnership with, the Company. In addition to the

foregoing, we conducted such other analyses and examinations and considered such other information and financial, economic and market criteria as we deemed appropriate in arriving at our opinion. The issuance of our opinion has been authorized by our fairness opinion committee.

In rendering our opinion, we have assumed and relied, without independent verification, upon the accuracy and completeness of all financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with us and upon the assurances of the management of the Company that they are not aware of any relevant information that has been omitted or that remains undisclosed to us. With respect to financial forecasts and other information and data relating to the Company provided to or otherwise reviewed by or discussed with us. including as to the probability of success and estimated timing of achievement of the Milestones, we have been advised by the management of the Company that such forecasts and other information and data were reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of the Company as to the future financial performance of the Company.

We have assumed, with your consent, that each of the Offer and the Reorganization will be consummated in accordance with its terms, without waiver, modification or amendment of any material term, condition or agreement and that, in the course of obtaining the necessary regulatory or third party approvals, consents and releases for the consummation of the Offer or the Reorganization, no delay, limitation, restriction or condition will be imposed that would have an adverse effect on Parent, Buyer, the Company, the CVRs or the expected benefits of the Transaction in any way meaningful to our analysis. Representatives of the Company have advised us, and we further have assumed, that the final terms of the CVR Agreement will not vary materially from those set forth in the form reviewed by us. We have not made or been provided with an independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of the Company nor have we made any physical inspection of the properties or assets of the Company. Our opinion does not address the underlying business decision of the Company to effect the Transaction, the relative merits of the Transaction as compared to any alternative business strategies that might exist for the Company or the effect of any other transaction in which the Company might engage. We express no view or opinion as to the other terms or other aspects of the Purchase Agreement, the Promissory Note, the CVR Agreement or the CVRs, including, without limitation, the form or structure of the CVRs. We also express no view as to, and our opinion does not address, the fairness (financial or otherwise) of the amount or nature or any other aspect of any compensation to any officers, directors or employees of any parties to the Transaction, or any class of such persons, relative to the Consideration. We are not expressing any opinion as to the value of a CVR when issued or as to the price at which the Shares will trade at any time. We are also not expressing any opinion as to the impact of the Transaction on the solvency or viability of the Company, Parent or Buyer or the ability of the Company, Parent or Buyer to pay its obligations, including in respect of the CVRs, when they come due. Our opinion is necessarily based upon information available to us, and financial, stock market and other conditions and circumstances existing, as of the date hereof.

Citigroup Global Markets Inc. has acted as financial advisor to the Company in connection with the proposed Transaction and will receive a fee for such services contingent upon the consummation of the Offer, a portion of which is contingent upon payments being made on the CVRs. We also will receive a fee in connection with the delivery of this opinion. We and our affiliates in the past have provided services to the Company unrelated to the proposed Transaction for which services we and such affiliates have received compensation, including having acted as joint bookrunner in connection with the Company’s initial public offering in 2013. In the ordinary course of our business, we and our affiliates may actively trade or hold the securities of the Company and Parent for our own account or for the account of our customers and. accordingly, may at any time hold a long or short position in such securities. In addition, we and our affiliates (including Citigroup Inc. and its affiliates) may maintain relationships with the Company, Parent and their respective affiliates.

Our advisory services and the opinion expressed herein are provided for the information of the Management Board and the Supervisory Board of the Company in its evaluation of the proposed Transaction, and our opinion is not intended to be and does not constitute a recommendation to any holder of Shares as to whether such holder should tender such Shares in the Offer or as to how such holder should vote or act on any matters relating to the proposed Transaction.

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Based upon and subject to the foregoing, our experience as investment bankers, our work as described above and other factors we deemed relevant, we are of the opinion that, as of the date hereof, the Consideration to be received by the holders of Shares in the Transaction is fair, from a financial point of view, to such holders.

Very truly yours,

CITIGROUP GLOBAL MARKETS INC.

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EX-99.(E)(2)

Exhibit (e)(2)

FORM OF DIRECTOR INDEMNIFICATION AGREEMENT

THIS DIRECTOR INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [date] between Prosensa Holding N.V., a public company with limited liability incorporated under the laws of the Netherlands (the “Company”), and [name of managing or supervisory director] (“Indemnitee”).

WITNESSETH THAT:

WHEREAS, highly competent persons have become more reluctant to serve corporations as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;

WHEREAS, the Management Board of the Company (the “Management Board”) and the Supervisory Board of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries from certain liabilities. Although the furnishing of such insurance has been a customary and widespread practice among corporations and other business enterprises, the Company believes that, given current market conditions and trends, such insurance may be available to it in the future only at higher premiums and with more exclusions. At the same time, directors, officers, and other persons in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise itself;

WHEREAS, the uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons;

WHEREAS, the Supervisory Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company’s stockholders and other stakeholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;

WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified; and

WHEREAS, Indemnitee does not regard the protection available under the Company’s insurance as adequate in the present circumstances, and may not be willing to continue to serve as a managing director, a supervisory director or in any other capacity without adequate protection, and the Company desires Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that he be so indemnified.

NOW, THEREFORE, in consideration of Indemnitee’s agreement to serve as a member of the Board from and after the date hereof, the parties hereto agree as follows:

1. Indemnification of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law, as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof:

(a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(a) if, by reason of his Corporate Status (as hereinafter defined), the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined),

judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him, or on his behalf, in connection with such Proceeding or any claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful.

(b) Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the appropriate court of the Netherlands shall determine that such indemnification may be made.

(c) Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he shall be indemnified to the maximum extent permitted by law, as such may be amended from time to time, against all Expenses actually and reasonably incurred by or on his behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

2. Additional Indemnity. In addition to, and without regard to any limitations on, the indemnification provided for in Section 1 of this Agreement, the Company shall and hereby does indemnify and hold harmless Indemnitee against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf if, by reason of his Corporate Status, he is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of the Company). The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Sections 6 and 11 hereof) to be unlawful.

3. Contribution.

(a) Whether or not the indemnification provided in Sections 1 and 2 hereof is available, in respect of any threatened, pending or completed action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), the Company shall pay, in the first instance, the entire amount of any judgment or settlement of such action, suit or proceeding without requiring Indemnitee to contribute to such payment and the Company hereby waives and relinquishes any right of contribution it may have against Indemnitee. The Company shall not enter into any settlement of any action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee.

(b) Without diminishing or impairing the obligations of the Company set forth in the preceding subparagraph, if, for any reason, Indemnitee shall elect or be required to pay all or any portion of any judgment or settlement in any threatened, pending or completed action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), the Company shall contribute to the amount of Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by Indemnitee in proportion to the relative benefits

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received by the Company and all managing directors, supervisory directors, officers or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, from the transaction from which such action, suit or proceeding arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to law, be further adjusted by reference to the relative fault of the Company and all managing directors, supervisory directors, officers or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the events that resulted in such expenses, judgments, fines or settlement amounts, as well as any other equitable considerations which the Law may require to be considered. The relative fault of the Company and all managing directors, supervisory directors, officers or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, shall be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary and the degree to which their conduct is active or passive.

(c) The Company hereby agrees to fully indemnify and hold Indemnitee harmless from any claims of contribution which may be brought by managing directors, supervisory directors or employees of the Company, other than Indemnitee, who may be jointly liable with Indemnitee.

(d) To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its managing directors, supervisory directors, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).

4. Indemnification for Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.

5. Advancement of Expenses. Notwithstanding any other provision of this Agreement, the Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding by reason of Indemnitee’s Corporate Status within ten (10) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written undertaking by or on behalf of Indemnitee to repay any Expenses advanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnified against such Expenses. Any advances and undertakings to repay pursuant to this Section 5 shall be unsecured and interest free.

6. Procedures and Presumptions. It is the intent of this Agreement to secure for Indemnitee rights of indemnity that are as favorable as may be permitted under the laws of the Netherlands and public policy of the Netherlands. Accordingly, the parties agree that the following procedures and presumptions shall apply to claims by Indemnitee for indemnification under this Agreement:

(a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such relevant documentation and information as is reasonably available to Indemnitee. Any payment for indemnification requested by the Indemnitee hereunder shall be made no later than ten (10) days after receipt of the written request of the Indemnitee; provided, however, that the written request of the Indemnitee shall constitute an undertaking providing that the Indemnitee undertakes to the fullest extent required by law to repay any indemnification payment if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company.

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(b) In any determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

(c) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee by the officers of the Enterprise (as hereinafter defined) in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise. In addition, the knowledge and/or actions, or failure to act, of any managing director, supervisory director, officer, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether or not the foregoing provisions of this Section 6(c) are satisfied, it shall in any event be presumed that Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

(d) The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any action, claim or proceeding to which Indemnitee is a party is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that Indemnitee has been successful on the merits or otherwise in such action, suit or proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

(e) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his conduct was unlawful.

7. Non-Exclusivity; Survival of Rights; Insurance; Primacy of Indemnification; Subrogation.

(a) The rights of indemnification as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, any agreement, a vote of stockholders, a resolution of directors or otherwise, of the Company. Notwithstanding this non-exclusivity, this Agreement shall take priority over any other rights to which Indemnitee may be entitled, including other agreements with respect to indemnification. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in the laws of the Netherlands, whether by statute or judicial decision, permits greater indemnification than would be afforded currently under this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

(b) To the extent that the Company maintains an insurance policy or policies providing liability insurance for managing directors, supervisory directors, officers, employees, or agents or

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fiduciaries of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such person serves at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any managing director, supervisory director, officer, employee, agent or fiduciary under such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies.

(c) In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

(d) The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.

(e) The Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a managing director, supervisory director, officer, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.

8. Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee:

(a) for which it has been established by a competent court in a final and conclusive decision that such claim results from willful (opzettelijk), intentionally reckless (bewust roekeloos) or seriously culpable (ernstig verwijtbaar) conduct by the Indemnitee; or

(b) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; or

(c) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of federal, state, provincial or local statutory law or common law; or

(d) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its managing directors, supervisory directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

9. Duration of Agreement. This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as a Board member, (b) one (1) year after the final termination of any Proceeding, including any appeal, then pending in respect of which Indemnitee is granted rights of indemnification or advancement hereunder and of any proceeding commenced by Indemnitee pursuant to Section 11 of this Agreement relating thereto or (c) three (3) years after the date on which the Company is declared bankrupt. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and his heirs, executors and administrators. The Company shall require and cause any successor (whether direct or

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indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

10. Security. To the extent requested by Indemnitee and approved by the Board, the Company may at any time and from time to time provide security to Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the prior written consent of the Indemnitee.

11. Enforcement and Remedies of Indemnitee.

(a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve as a Board member, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a Board member.

(b) In the event that advancement of Expenses or payment of any claim for indemnification is not made pursuant to this Agreement within ten (10) days after receipt by the Company of a written request from Indemnitee therefor, Indemnitee shall be entitled to an adjudication in an appropriate court of the Netherlands, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification. The Company shall not oppose Indemnitee’s right to seek any such adjudication.

(c) The Company shall be precluded from asserting in any Proceeding commenced pursuant to this Section 11 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within ten (10) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advance of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery, as the case may be.

(d) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

12. Definitions. For purposes of this Agreement:

(a) “Corporate Status” describes the status of a person who is or was a managing director, supervisory director, officer, employee, agent or fiduciary of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such person is or was serving at the express request of the Company.

(b) “Enterprise” shall mean the Company and any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that Indemnitee is or was serving at the express request of the Company as a managing director, supervisory director, officer, employee, agent or fiduciary.

(c) “Expenses” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, participating, or being or preparing to be a witness in, a Proceeding, or responding to, or objecting to, a request to provide discovery in any Proceeding. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under

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this Agreement, including without limitation the premium, security for, and other costs relating to any cost bond, supersede as bond, or other appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.

(d) “Proceeding” includes any actual, threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened, pending or completed proceeding, whether brought by or in the right of the Company or otherwise and whether civil, criminal, administrative or investigative, in which Indemnitee was, is or will be involved as a party or otherwise, by reason of the fact that Indemnitee is or was a Board member, by reason of any action taken by him or of any inaction on his part while acting as a Board member, or by reason of the fact that he is or was serving at the request of the Company as a managing director, supervisory director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other Enterprise; in each case whether or not he is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification can be provided under this Agreement; including one pending on or before the date of this Agreement, but excluding one initiated by an Indemnitee pursuant to Section 11 of this Agreement to enforce his rights under this Agreement.

13. Severability. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision. Without limiting the generality of the foregoing, this Agreement is intended to confer upon Indemnitee indemnification rights to the fullest extent permitted by applicable laws. In the event any provision hereof conflicts with any applicable law, such provision shall be deemed modified, consistent with the aforementioned intent, to the extent necessary to resolve such conflict.

14. Modification and Waiver. No supplement, modification, waiver, termination or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

15. Notice By Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with or otherwise receiving any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification covered hereunder. The failure to so notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such failure or delay materially prejudices the Company.

16. Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, and if not so confirmed, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent:

(a) If to Indemnitee, at the address set forth below Indemnitee’s signature hereto.

(b) If to the Company, at:

Prosensa Holding N.V.

J.H. Oortweg 21

2333 CH Leiden, the Netherlands,

Attention: CEO

or to such other address as may have been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.

17. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. This Agreement may also be executed and delivered by facsimile signature and in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

7

18. Headings. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

19. Governing Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the Netherlands, without regard to its conflict of laws rules. The Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the appropriate court of the Netherlands (the “Netherlands Court”), and not in any state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Netherlands Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) waive any objection to the laying of venue of any such action or proceeding in the Netherlands Court, and (iv) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Netherlands Court has been brought in an improper or inconvenient forum.

[Signature page to follow]

8

IN WITNESS WHEREOF, the parties hereto have executed this Director Indemnification Agreement on and as of the day and year first above written.

COMPANY
By:
	Name:
	Title:
INDEMNITEE
Name:
Address:

[Signature Page to Director Indemnification Agreement]

9

EX-99.(E)(3)

Exhibit (e)(3)

MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement (the “Agreement”), effective July 31, 2014 (the “Effective Date”), is by and between BioMarin Pharmaceutical Inc., a Delaware corporation, with offices at 105 Digital Drive, Novato, CA 94949 (“BioMarin”), and Prosensa Holding N.V., a Netherlands corporation with offices at J.H. Oortweg 21, 2333 CH, Leiden, The Netherlands. (“Prosensa”). Each of BioMarin and Prosensa may be referred to herein as a “Party” or collectively as the “Parties.”

WHEREAS, the Parties, for their mutual benefit, desire to disclose certain confidential information to one another in order to evaluate a potential business or collaborative relationship. (In the capacity of disclosing information, each Party is referred to as the “Disclosing Party”, and in the capacity of receiving information, each party is referred to as the “Receiving Party”.)

NOW, THEREFORE, in consideration of the premises and covenants contained herein, the Parties agree as follows:

1. Purpose. The Parties have entered into this Agreement to facilitate the transfer of information between them and/or one or more of their Affiliates in order for the Parties to evaluate whether or not to pursue a potential business opportunity or collaboration with respect to the development and commercialization of Prosensa’s products including, but not limited to, Drisapersen (the “Purpose”), and solely for that Purpose, the Parties have disclosed or may disclose to each other information that is proprietary and/or confidential to the Disclosing Party which it desires be treated as confidential. For purposes of this Agreement, with respect to a Party, “Affiliate” shall mean a company controlled by, under the control of, or in common control with such Party.

2. Confidential Information. As used herein, “Confidential Information” shall mean any and all technical and non-technical information previously, presently, or subsequently disclosed or provided by Disclosing Party and/or one or more of its Affiliates to Receiving Party and/or one or more of its Affiliates in written, oral or electronic form. Confidential Information will be deemed to include, without limitation:

(a) any technology, inventions, products, chemical compounds and compositions, formulations, molecules, precursors, methods, concepts, ideas, plans, processes, specifications, characteristics, techniques, know-how and assays; clinical information such as raw data, scientific preclinical or clinical data, observations, records, databases, dosing regimes, clinical studies or protocols, posters, presentations and abstracts, product pipelines, timelines and schedules; business information such as development, marketing, sales, pricing and commercialization plans, forecasts, proposals, customer lists, suppliers, consulting relationships, operating, performance and cost structures, and any other non-public information or other trade secrets, whether scientific, clinical or financial in nature, relating directly or indirectly to the business of the Disclosing Party; and

(b) any memorandum, analysis, compilation, summary, interpretation, study, report or other document, record or material that is or has been prepared by or for the Receiving Party and that contains, reflects, interprets or is based directly or indirectly upon any information of the type referred to in Section 2(a) above;

(c) the existence and terms of this Agreement, and the fact that information of the type referred to in Section 2(a) above has been made available to the Receiving Party; and

(d) the fact that discussions or negotiations are or may be taking place with respect to a possible transaction involving the Parties, and the proposed terms of any such transaction.

3. Term. The term of this Agreement commences on the Effective Date and ends on the date one (1) year thereafter. Receiving Party’s obligations to protect Confidential Information disclosed under this Agreement shall survive termination of this Agreement and will be binding upon Receiving Party, its heirs, successors, and assigns for a period of five (5) years from expiration or termination of this Agreement.

4. Treatment of Confidential Information.

(a) Use; Disclosure. Receiving Party shall use the Confidential Information solely for the Purpose defined above. Receiving Party shall not use the Confidential Information for any other purpose, including but not limited to using it in connection with the development or commercialization of any process or product, or using it in connection with any submission to any governmental agency, including any patent office or regulatory authority, or the like, without the express written permission of Disclosing Party. Receiving Party shall disseminate Confidential Information only to those employees, independent contractors, advisors, or Affiliates, on a “need to know” basis in order for Receiving Party to carry out the Purpose, and Receiving Party warrants that all such employees, independent contractors, advisors, or Affiliates shall be advised of the confidential nature of the information received and that all such employees, independent contractors, advisors, Affiliates shall be bound in writing by obligations no less stringent than the terms set forth in this Agreement. Receiving Party agrees to notify Disclosing Party immediately in writing upon any loss, misuse, misappropriation, or other unauthorized disclosure of the Confidential Information of Disclosing Party that may come to Receiving Party’s attention.

(b) Degree of Care. Receiving Party shall hold the Confidential Information in strict confidence, and shall take all reasonable precautions to protect the Confidential Information at all times from unauthorized disclosure, publication, or use, including, without limitation, using at least the same degree of care as it employs to protect its own Confidential Information of like nature (but in any event no less than a reasonable degree of care), acting in a manner consistent with its obligations under this Agreement.

(c) Exclusions. The confidentiality, non-disclosure and non-use obligations of this Agreement shall not apply to Confidential Information disclosed to the Receiving Party that: (i) can be shown by written evidence to be in the Receiving Party’s possession before receipt of the Confidential Information from Disclosing Party; (ii) is independently developed by Receiving Party without the use of the Confidential Information as evidenced by written records; (iii) is or becomes publicly available through no fault of the Receiving Party; or (iv) is rightfully received by the Receiving Party on a non-confidential basis from a third party without breach of a duty of

confidentiality to Disclosing Party. As used herein, the term “publicly available” shall mean readily accessible to the public in a written publication, and shall not mean information the substance of which must be pieced together from a number of different publications or other sources.

(d) Legally Required Disclosures. Nothing in this Agreement shall preclude Receiving Party from making any disclosure of Confidential Information that is required by applicable law or regulation or by a valid order of a court or other governmental body having jurisdiction, provided that Receiving Party uses best efforts to limit the scope of the required disclosure, provides notification to Disclosing Party of such requirement as soon as reasonably possible, and cooperates with Disclosing Party in seeking an appropriate protective order, confidential treatment, or similar remedy limiting the subsequent use and disclosure of any information required to be disclosed.

(e) No Obligation to Proceed. Nothing herein shall obligate either Party to proceed with any transaction between them, and each Party reserves the right, in its sole discretion, to terminate the discussions contemplated by this Agreement. This Agreement does not constitute a binding agreement to enter into any definitive agreement. Receiving Party understands that nothing herein requires the disclosure of any Confidential Information by Disclosing Party, which shall be disclosed, if at all, at the discretion of Disclosing Party.

(f) Return of Materials. Immediately upon (a) termination or expiration of this Agreement, (b) the decision by either Party not to enter into the business or scientific relationship contemplated above, or (c) a request by Disclosing Party at any time, Receiving Party will promptly turn over to Disclosing Party, or destroy, all Confidential Information of Disclosing Party and all documents, media, and other tangible materials containing any such Confidential Information and any and all extracts thereof. In the event that Receiving Party destroys Confidential Information, upon the destruction thereof, Receiving Party will issue to Disclosing Party a certificate as proof of compliance with Disclosing Party’s request. Notwithstanding this Section 4(f), the Receiving Party shall not be required to purge Confidential Information from its computer system’s historical back-up media, provided that such Confidential Information that is retained will remain subject to the terms of this Agreement.

(g) No Transfer or License. Nothing in this Agreement is intended to grant or transfer any right to Receiving Party under any patent, copyright or other intellectual property right of Disclosing Party, nor shall this Agreement grant or transfer to the Receiving Party any right in or to the Confidential Information except as expressly set forth herein. None of the Confidential Information which may be disclosed by Disclosing Party shall constitute any representation, warranty, assurance, guarantee or inducement by Disclosing Party to Receiving Party, including, without limitation, with respect to the non-infringement of intellectual property rights, or other rights of third persons.

(h) Both parties hereby acknowledges that in its review the other party’s Confidential Information it and its representatives will have access to material non-public information concerning this other party. Each Party acknowledges, that it and its representatives are aware, that the United States or other applicable securities laws prohibit any person, who has received from an issuer material non-public information relating to an issuer of securities, from

purchasing or selling securities of such issuer or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities.

5. Miscellaneous.

(a) Use of Names; Publicity. Except as otherwise provided herein, nothing contained in this Agreement shall be construed as conferring any right on Receiving Party to use in any manner Disclosing Party’s name or any trade name or trademark. Receiving Party will make no public announcement or other public statement concerning the existence of this Agreement or the Parties’ respective performances hereunder without the prior written consent of Disclosing Party, which may be withheld in Disclosing Party’s sole and absolute discretion, except as necessary to comply with applicable law or regulations.

(b) Assignment. Receiving Party shall not transfer or assign any rights or obligations under this Agreement without the prior written consent of Disclosing Party, which consent may be given or withheld in Disclosing Party’s sole and absolute discretion.

(c) Severability. If any provision of this Agreement should be held invalid or unenforceable, the remaining provisions shall be unaffected and shall remain in full force and effect, to the extent consistent with the intent of the parties as evidenced by this Agreement as a whole.

(d) Waivers. All waivers must be in writing and signed by the Party to be charged. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

(e) Notices. All notices or reports permitted or required under this Agreement will be in writing and will be sent by personal delivery or reputable expedited delivery service with signature required. All such notices or reports will be deemed given upon receipt. Notices will be sent to the addresses set forth at the beginning of this Agreement, in this section, or such other addresses as either Party may specify in writing.

(f) Governing Law: Jurisdiction. This Agreement is made under and shall be construed according to the laws of the State of California without regard to any conflict of law principles that would provide for the application of the law of another jurisdiction. Any disputes under this Agreement may be brought in the state courts and the Federal courts located in the Northern District of California, and the parties hereby consent to the personal jurisdiction and exclusive venue of these courts.

(g) Injunctive Relief. Receiving Party agrees that disclosure of Confidential Information without the express written permission of Disclosing Party will cause Disclosing Party irreparable harm and that any breach or threatened breach of this Agreement by Receiving Party will entitle Disclosing Party to injunctive relief, in addition to any other legal and/or equitable remedies available to it. Notwithstanding clause (f), Disclosing Party may seek injunctive relief in any court of competent jurisdiction.

(h) Independence. The Parties do not intend that any agency or partnership relationship be created between them by this Agreement.

(i) Entire Agreement; Amendment. This Agreement constitutes the final, complete and exclusive agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, communications, negotiations or understandings between the Parties with respect to the matters addressed herein. No modification of or amendment to this Agreement will be effective unless in writing and signed by all Parties.

(j) Counterparts. This Agreement may be executed in one or more counterparts (including by facsimile or .pdf), each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.

IN WITNESS WHEREOF, the Parties have caused this Non-Disclosure Agreement to be executed as of the Effective Date.

PROSENSA HOLDING N.V.		BIOMARIN PHARMACEUTICAL INC.
By:	/s/ Luc Dochez	By:	/s/ Joshua Grass
Name:	Luc Dochez	Name:	Joshua Grass
Title:	Chief Business Officer	Title:	SVP, Business and Corporate Development

EX-99.(E)(4)

Exhibit (e)(4)

EXECUTION VERSION

FORM OF

CONTINGENT VALUE RIGHTS AGREEMENT

BETWEEN

BIOMARIN PHARMACEUTICAL INC.,

BIOMARIN FALCONS B.V.

and

[RIGHTS AGENT]

Dated as of [                    ]

TABLE OF CONTENTS

		Page
ARTICLE 1	DEFINITIONS		1
Section 1.1	Definitions		1
ARTICLE 2	CONTINGENT VALUE RIGHTS		4
Section 2.1	Holders of CVRs; Appointment of Rights Agent		4
Section 2.2	Nontransferable		4
Section 2.3	No Certificate; Registration; Registration of Transfer; Change of Address		5
Section 2.4	Payment Procedures		5
Section 2.5	No Voting, Dividends or Interest; No Equity or Ownership Interest		7
Section 2.6	Ability to Abandon CVR		7
ARTICLE 3	THE RIGHTS AGENT		8
Section 3.1	Certain Duties and Responsibilities		8
Section 3.2	Certain Rights of Rights Agent		8
Section 3.3	Resignation and Removal; Appointment of Successor		10
Section 3.4	Acceptance of Appointment by Successor		10
ARTICLE 4	COVENANTS		11
Section 4.1	List of Holders		11
Section 4.2	Efforts		11
Section 4.3	Guarantee		11
Section 4.4	Fundamental Transactions		11
ARTICLE 5	AMENDMENTS		12
Section 5.1	Amendments Without Consent of Holders or Rights Agent		12
Section 5.2	Amendments with Consent of Holders		12
Section 5.3	Effect of Amendments		13
ARTICLE 6	MISCELLANEOUS		13
Section 6.1	Notices to Rights Agent, Parent and Buyer		13
Section 6.2	Notice to Holders		14
Section 6.3	Entire Agreement		14
Section 6.4	Successors and Assigns		14
Section 6.5	Benefits of Agreement; Action by Majority of Holders		14

-i-

TABLE OF CONTENTS

(continued)

		Page
Section 6.6	Governing Law		15
Section 6.7	Jurisdiction		15
Section 6.8	WAIVER OF JURY TRIAL		15
Section 6.9	Severability Clause		15
Section 6.10	Counterparts; Effectiveness		16
Section 6.11	Termination		16
Section 6.12	Force Majeure		16
Section 6.13	Construction		16

-ii-

FORM OF

CONTINGENT VALUE RIGHTS AGREEMENT

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [—] (this “Agreement”), is entered into by and between BioMarin Pharmaceutical Inc., a Delaware corporation (“Parent”), BioMarin Falcons B.V., a private company with limited liability organized under the laws of The Netherlands and a wholly owned indirect subsidiary of Parent (“Buyer”), and [—], a [—], as Rights Agent.

PREAMBLE

WHEREAS, Prosensa Holding N.V., a public limited liability company (naamloze vennootschap) organized under the laws of The Netherlands (the “Company”), Parent, and Buyer, have entered into a Purchase Agreement, dated as of November 23, 2014 (the “Purchase Agreement”), pursuant to which Buyer will commence a tender offer to purchase any and all of the outstanding ordinary shares, par value €0.01 per share of the Company (collectively, the “Shares”);

WHEREAS, pursuant to the Purchase Agreement, and in accordance with the terms and conditions thereof, Buyer has agreed to provide, or to designate one of its Affiliates to provide, Holders (as defined below) contingent value rights representing the right to receive the Milestone Payments (as defined below) contingent upon the achievement of the Milestones (as defined below) during the Milestone Period (as defined below); and

WHEREAS, pursuant to this Agreement, the maximum potential amount payable per CVR (as defined below) is $2.07, without interest.

NOW, THEREFORE, in consideration of the premises and the consummation of the transactions referred to above, it is mutually covenanted and agreed, for the proportionate benefit of all Holders, as follows:

ARTICLE 1

DEFINITIONS

Section 1.1 Definitions.

Capitalized terms used but not otherwise defined herein have the meanings ascribed thereto in the Purchase Agreement. The following terms have the meanings ascribed to them as follows:

“Assignee” has the meaning set forth in Section 6.4.

“Carve-Out Transaction” means any transaction (including a sale of assets, merger, sale of stock or other equity interests, or exclusive licensing transaction), other than a Change of Control, pursuant to which any Intellectual Property or Material Contracts necessary for the production, development or sale of the Product held or owned by the Buyer or the Company, as applicable, immediately after the Closing are, directly or indirectly sold, exclusively licensed or otherwise transferred to or acquired by, directly or indirectly, a Person other than Parent or any of its Subsidiaries.

“Change of Control” means (a) a sale or other disposition of all or substantially all of the assets of Parent on a consolidated basis (other than to any Subsidiary (direct or indirect) of Parent and other than a transaction in which the holders of the outstanding voting securities of Parent immediately prior to such transaction(s) (taken in the aggregate) receive as a distribution with respect to securities of Parent more than 50% of the total combined voting power of all outstanding voting securities of the acquiring entity or a parent or holding company of the acquiring entity immediately after such transaction(s), or (b) a merger, consolidation, reorganization, recapitalization or similar transaction involving Parent except where the holders of the outstanding voting securities of Parent immediately prior to such merger or consolidation (taken in the aggregate) possess beneficial ownership of 50% or more of the total combined voting power of all outstanding voting securities of Parent, the surviving entity, the acquiring entity or a parent or holding company of the acquiring entity, immediately after such merger, consolidation, reorganization, recapitalization or similar transaction.

“CVR” means the right of Holders to receive the Milestone Payments, pursuant to the Purchase Agreement and this Agreement.

“CVR Register” has the meaning set forth in Section 2.3(b).

“Diligent Efforts” means carrying out those obligations and tasks that comprise a level of effort and expenditure of resources that is consistent with commercially reasonable practices normally and typically devoted by Parent in connection with the development and commercialization of a product owned or controlled by Parent which is, at the time of measurement of the level of effort and expenditure of resources, similarly situated (including with respect to market potential and sales potential), and at a stage of development or commercialization similar, to the Product, based on conditions then prevailing and reasonably expected to occur and reasonably taking into account, without limitation, issues of safety and efficacy, anticipated pricing and reimbursement rates, costs, labeling, pricing reimbursement, the competitiveness of alternative products in the marketplace, the patent and other proprietary position of the Product and such other competitive products (including applicable intellectual property rights), the likelihood of and requirements for regulatory approval and other relevant scientific, technical, legal and commercial factors. For the avoidance of doubt, a failure to achieve a Milestone in and of itself may be consistent with Diligent Efforts.

“EU Milestone” will be deemed to occur upon Buyer’s or its Affiliates’ (or their respective successors or assigns) receipt of approval (whether full, accelerated, conditional or otherwise) by the European Commission of a “marketing authorisation application” in the European Union, through the centralized procedure, for the Product, which authorization grants Buyer or its Affiliates (or their respective successors or assigns) the right to market and sell the Product in the European Union in accordance with Applicable Law for the treatment of duchenne muscular dystrophy, including subject to any applicable label restrictions. For the avoidance of doubt, the EU Milestone does not refer to approval in one or more individual countries of the European Union or to a positive opinion by the European Medicines Agency Committee for Medicinal Products for human use.

2

“EU Milestone Achievement Certificate” has the meaning set forth in Section 2.4(b).

“EU Milestone Payment” means, per CVR, an amount in cash equal to $2.07, without interest.

“EU Milestone Period” means the period commencing as of the date of this Agreement and ending at 11:59 p.m., New York City time, on February 15, 2017.

“Guaranteed Obligations” has the meaning set forth in Section 4.3.

“Holder” means, at the relevant time, a Person in whose name a CVR is registered in the CVR Register.

“Loss” has the meaning set forth in Section 3.2(g).

“Majority of Holders” means any record Holder or Holders of more than 50% of the outstanding CVRs, as set forth on the CVR Register.

“Milestones” means the EU Milestone and the US Milestone.

“Milestone Non-Achievement Certificate” has the meaning set forth in Section 2.4(c).

“Milestone Payment” means each of the EU Milestone Payment and the US Milestone Payment.

“Milestone Payment Date” means the date that is 15 Business Days following achievement of a Milestone.

“Milestone Period” means the EU Milestone Period and the US Milestone Period, as applicable.

“Notice” has the meaning set forth in Section 6.1.

“Officer’s Certificate” means a certificate (i) signed by an authorized officer of Parent, in his or her capacity as such, and (ii) delivered to the Rights Agent.

“Permitted Transfer” means a Transfer of one or more CVRs (i) upon death by will or intestacy; (ii) by instrument to an inter vivos or testamentary trust in which the CVRs are to be passed to beneficiaries upon the death of the trustee; (iii) made pursuant to a court order; (iv) made by operation of law (including a consolidation or merger) or without consideration in connection with the dissolution, liquidation or termination of any corporation, limited liability company, partnership or other entity; (v) in the case of CVRs payable to a nominee, from a nominee to a beneficial owner (and, if applicable, through an intermediary) or from such nominee to another nominee for the same beneficial owner, in each case as allowable by The Depository Trust Company (“DTC”); (vi) to Parent, Buyer or their Affiliates; or (vii) as provided in Section 2.6.

“Product” means drisapersen.

3

“Rights Agent” means the Rights Agent named in the first paragraph of this Agreement, until a successor Rights Agent will have become such pursuant to the applicable provisions of this Agreement, and thereafter “Rights Agent” will mean such successor Rights Agent.

“Transfer” means transfer, pledge, hypothecation, encumbrance, assignment or other disposition (whether by sale, merger, consolidation, liquidation, dissolution, dividend, distribution or otherwise), the offer to make such a transfer or other disposition, and each Contract, arrangement or understanding, whether or not in writing, to effect any of the foregoing.

“US Milestone” will be deemed to occur upon Buyer’s or its Affiliates’ (or their respective successors or assigns) receipt of approval (whether full, accelerated, conditional or otherwise) by the United States Food and Drug Administration of a “new drug application”, which approval grants Buyer or its Affiliates (or their respective successors or assigns) the right to market and sell the Product in the United States in accordance with Applicable Law for the treatment of duchenne muscular dystrophy, including subject to any applicable label restrictions.

“US Milestone Achievement Certificate” has the meaning set forth in Section 2.4(a).

“US Milestone Payment” means, per CVR, an amount in cash equal to $2.07, without interest.

“US Milestone Period” means the period commencing as of the date of this Agreement and ending at 11:59 p.m., New York City time, on May 15, 2016.

ARTICLE 2

CONTINGENT VALUE RIGHTS

Section 2.1 Holders of CVRs; Appointment of Rights Agent.

(a) As provided in the Purchase Agreement, each Holder will be entitled to one CVR for (i) each Share that is validly accepted for payment, and paid for, pursuant to Section 2.01(d) of the Purchase Agreement or pursuant to any Subsequent Offering Period, (ii) each Share underlying a Company Option that is cancelled pursuant to Section 2.03(a) or Section 2.03(b) of the Purchase Agreement, (iii) each Company Restricted Share that is validly tendered and accepted for payment and paid for pursuant to Section 2.03(c) of the Purchase Agreement and (iv) each Share (including Company Restricted Share) converted, cancelled or otherwise entitled to receive a CVR pursuant to Section 2.04(f) or 2.07 of the Purchase Agreement.

(b) Buyer hereby appoints the Rights Agent to act as rights agent for Buyer in accordance with the terms and conditions set forth in this Agreement, and the Rights Agent hereby accepts such appointment.

Section 2.2 Nontransferable.

A Holder may not at any time Transfer a CVR, other than pursuant to a Permitted Transfer. Any attempted Transfer that is not a Permitted Transfer, in whole or in part, will be void ab initio and of no effect.

4

Section 2.3 No Certificate; Registration; Registration of Transfer; Change of Address.

(a) CVRs will not be evidenced by a certificate or other instrument.

(b) The Rights Agent will maintain an up-to-date register (the “CVR Register”) for the purposes of (i) identifying the Holders of CVRs and (ii) registering CVRs and Permitted Transfers thereof. The CVR Register will show one position for Cede & Co. representing all the Shares held by DTC on behalf of the beneficial street holders of the Shares that were tendered by such holders in the Offer and accepted for payment or held by such holders as of immediately prior to the Second Step Distribution. The Rights Agent will have no responsibility whatsoever directly to the street holders with respect to Transfers of CVRs.

(c) Subject to the restriction on transferability set forth in Section 2.2, every request made to Transfer a CVR must be in writing and accompanied by a written instrument of Transfer and other requested documentation in form reasonably satisfactory to the Rights Agent, duly executed by the Holder or Holders thereof, or by the duly appointed legal representative, personal representative or survivor of such Holder or Holders, setting forth in reasonable detail the circumstances relating to the Transfer. Upon receipt of such written notice, the Rights Agent will, subject to its reasonable determination that the Transfer instrument is in proper form and the Transfer is a Permitted Transfer and otherwise complies with the other terms and conditions of this Agreement, register the Transfer of the applicable CVRs in the CVR Register. All Transfers of CVRs registered in the CVR Register will be the valid obligations of Buyer, evidencing the same right, and entitling the transferee to the same benefits and rights under this Agreement, as those held by the transferor. Any Transfer of CVRs will be without charge (other than the cost of any transfer tax) to the applicable Holder.

(d) A Holder may make a written request to the Rights Agent to change such Holder’s address of record in the CVR Register. Such written request must be duly executed by such Holder. Upon receipt of such written notice, the Rights Agent will promptly record the change of address in the CVR Register.

Section 2.4 Payment Procedures.

(a) If the US Milestone occurs at any time prior to the expiration of the U.S. Milestone Period, then, on or prior to the Milestone Payment Date relating thereto, Buyer will deliver to the Rights Agent (i) a certificate (the “US Milestone Achievement Certificate”) certifying the date of the satisfaction of the US Milestone and that the Holders are entitled to receive the US Milestone Payment and (ii) a wire transfer of immediately available funds to an account designated by the Rights Agent, in the aggregate amount equal to the number of CVRs (as reflected in the CVR Register) then outstanding multiplied by the amount of the US Milestone Payment. After receipt of the wire transfer described in the foregoing sentence, the Rights Agent will promptly (and in any event, within 10 Business Days) pay, by check mailed, first-class postage prepaid, to the address of each holder set forth in the CVR Register or by other method of delivery as specified by the applicable Holder in writing to the Rights Agent, an amount in cash equal to the number of CVRs registered to such Holder in the CVR Register multiplied by the US Milestone Payment. For the avoidance of doubt, each of the requirements of the US Milestone must be fully satisfied for the US Milestone to be considered to be attained, and the Holders will not be entitled to, and Parent and Buyer will not be liable for, any US Milestone Payments in the event of any partial satisfaction of the US Milestone.

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(b) If the EU Milestone occurs at any time prior to the expiration of the EU Milestone Period, then, on or prior to the Milestone Payment Date relating thereto, Buyer will deliver to the Rights Agent (i) a certificate (the “EU Milestone Achievement Certificate”) certifying the date of the satisfaction of the EU Milestone and that the Holders are entitled to receive the EU Milestone Payment and (ii) a wire transfer of immediately available funds to an account designated by the Rights Agent, in the aggregate amount equal to the number of CVRs then outstanding (as reflected on the CVR Register) multiplied by the amount of the EU Milestone Payment. After receipt of the wire transfer described in the foregoing sentence, the Rights Agent will promptly (and in any event, within 10 Business Days) pay, by check mailed, first-class postage prepaid, to the address of each Holder set forth in the CVR Register or by other method of delivery as specified by the applicable Holder in writing to the Rights Agent, an amount in cash equal to the number of CVRs registered to such Holder in the CVR Register multiplied by the EU Milestone Payment. For the avoidance of doubt, each of the requirements of the EU Milestone must be fully satisfied for the EU Milestone to be considered to be attained, and the Holders will not be entitled to, and Parent and Buyer will not be liable for, any EU Milestone Payments in the event of any partial satisfaction of the EU Milestone.

(c) If a Milestone is not attained at any time prior to the expiration of the applicable Milestone Period, then on or before the date that is 10 Business Days after the end of such Milestone Period, Buyer will deliver to the Rights Agent an Officer’s Certificate (the “Milestone Non-Achievement Certificate”) certifying that the applicable Milestone has not occurred and that Buyer has complied in all material respects with its obligations under this Agreement. The Rights Agent will promptly (and in any event, within 10 Business Days after receipt) deliver a copy of such Milestone Non-Achievement Certificate to the Holders. The Rights Agent will deliver to Buyer a certificate certifying the date of delivery of such certificate to the Holders.

(d) If the Rights Agent does not receive from the Majority of Holders a written objection to a Milestone Non-Achievement Certificate within 30 Business Days after the date of delivery of such Milestone Non-Achievement Certificate by the Rights Agent to the Holders, the Holders will be deemed to have accepted such Milestone Non-Achievement Certificate, and Parent, Buyer and their Affiliates will have no further obligation with respect to the applicable Milestone Payment.

(e) Except to the extent any portion of any Milestone Payment is required to be treated as imputed interest pursuant to Applicable Law, the Holders and the parties hereto agree to treat the CVRs and all Milestone Payments for all Tax purposes as additional consideration for the Shares, Company Options and Company Restricted Shares pursuant to the Purchase Agreement, and none of the Holders and the parties hereto will take any position to the contrary on any Tax Return or for other Tax purposes except as required by Applicable Law.

(f) Parent, Buyer and the Rights Agent will be entitled to deduct and withhold, or cause to be deducted and withheld, from any Milestone Payment otherwise payable pursuant to this Agreement, such amounts as it is required to deduct and withhold with respect to

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the making of such payment under any provision of Applicable Law relating to Taxes, including with respect to Milestone Payments that relate to Company Options cancelled pursuant to Section 2.03(a) of the Purchase Agreement or a Reorganization. To the extent that amounts are so deducted and withheld, such deducted and withheld amounts will be treated for all purposes of this Agreement as having been paid to the Holder in respect of which such deduction and withholding was made. Prior to making any such Tax deductions or withholdings or causing any such Tax deductions or withholdings to be made with respect to any Holder, the Rights Agent will, to the extent practicable, provide notice to the Holder of such potential Tax deduction or withholding and a reasonable opportunity for the Holder to provide any necessary Tax forms (including an IRS Form W-9 or an applicable IRS Form W-8) in order to avoid or reduce such withholding amounts; provided that the time period for payment of a Milestone Payment by the Rights Agent set forth in Section 2.4(a) or Section 2.4(b) will be extended by a period equal to any delay caused by the Holder providing such forms, provided, further, that in no event shall such period be extended for more than 10 days, unless otherwise requested by the Holder for the purpose of delivering such forms and agreed to by the Rights Agent.

(g) Any portion of a Milestone Payment that remains undistributed to the Holders six months after the Milestone Payment Date will be delivered by the Rights Agent to Buyer, and any Holder will thereafter look only to Buyer for payment of such Milestone Payment.

(h) If any Milestone Payment (or portion thereof) remains unclaimed by a Holder two years after the Milestone Payment Date (or immediately prior to such earlier date on which such Milestone Payment would otherwise escheat to or become the property of any Governmental Entity), such Milestone Payment (or portion thereof) will, to the extent permitted by Applicable Law, become the property of Buyer, free and clear of all claims or interest of any Person previously entitled thereto. Neither Buyer nor the Rights Agent will be liable to any Person in respect of a Milestone Payment delivered to a public official pursuant to any applicable abandoned property, escheat or similar legal requirement under Applicable Law.

Section 2.5 No Voting, Dividends or Interest; No Equity or Ownership Interest.

(a) CVRs will not have any voting or dividend rights, and interest will not accrue on any amounts payable in respect of CVRs.

(b) CVRs will not represent any equity or ownership interest in Parent, Buyer, any constituent company to the Reorganization or any of their respective Affiliates.

Section 2.6 Ability to Abandon CVR.

A Holder may at any time, at such Holder’s option, abandon all of such Holder’s remaining rights in a CVR by transferring such CVR to Buyer without consideration therefor, and such rights will be cancelled. Nothing in this Agreement is intended to prohibit Parent, Buyer or its Affiliates from offering to acquire or acquiring CVRs, in private transactions or otherwise, for consideration in its sole discretion.

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ARTICLE 3

THE RIGHTS AGENT

Section 3.1 Certain Duties and Responsibilities.

(a) The Rights Agent will not have any liability for any actions taken or not taken in connection with this Agreement, except to the extent such liability arises as a result of the willful misconduct, bad faith or gross negligence of the Rights Agent or breach by the Rights Agent of this Agreement.

(b) Only the Majority of Holders may direct the Rights Agent to act on behalf of the Holders in enforcing any of their rights hereunder. The Rights Agent will be under no obligation to institute any claim, action, suit, audit, investigation or proceeding, or to take any other action likely to result in the incurrence of material expenses by the Rights Agent, unless the Majority of Holders (on behalf of the Holders) will furnish the Rights Agent with reasonable security and indemnity for any costs and expenses that may be incurred. All rights of action under this Agreement may be enforced by the Rights Agent, any claim, action, suit, audit, investigation or proceeding instituted by the Rights Agent will be brought in its name as the Rights Agent and any recovery in connection therewith will be for the proportionate benefit of all the Holders, as their respective rights or interests may appear on the CVR Register.

Section 3.2 Certain Rights of Rights Agent.

(a) The Rights Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, and no implied covenants or obligations will be read into this Agreement against the Rights Agent.

(b) The Rights Agent may rely and will be protected by Buyer in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties.

(c) Whenever the Rights Agent deems it desirable that a matter be proved or established prior to taking or omitting any action hereunder, the Rights Agent may, in the absence of bad faith, gross negligence or willful misconduct on its part, (i) rely upon an Officer’s Certificate, which Officer’s Certificate shall be full authorization and protection to the Rights Agent and (ii) incur no liability and be held harmless by Buyer for or in respect of any action taken or omitted to be taken by it under the provisions of this Agreement in reliance upon such Officer’s Certificate.

(d) The Rights Agent may engage and consult with counsel of its selection, and the written advice or opinion of such counsel will, in the absence of bad faith, gross negligence or willful misconduct on the part of the Rights Agent, be full and complete authorization and protection in respect of any action taken or not taken by the Rights Agent hereunder in good faith and in reliance thereon.

(e) Any permissive rights of the Rights Agent hereunder will not be construed as a duty.

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(f) The Rights Agent will not be required to give any note or surety in respect of the execution of its powers or otherwise under this Agreement.

(g) Buyer agrees to indemnify the Rights Agent for, and to hold the Rights Agent harmless from and against, any loss, liability, damage or expense (each, a “Loss”) suffered or incurred by the Rights Agent and arising out of or in connection with Rights Agent’s performance of its obligations under this Agreement, including the reasonable costs and expenses of defending the Rights Agent against any claims, charges, demands, actions or suits arising out of or in connection with such performance, except to the extent such Loss has been determined by a court of competent jurisdiction to have resulted from the Rights Agent’s gross negligence, bad faith or willful misconduct or breach of this Agreement. Buyer’s obligations under this Section 3.2(g) to indemnify the Rights Agent will survive the resignation or removal of any Rights Agent and the termination of this Agreement.

(h) In addition to the indemnification provided under Section 3.2(g), Buyer agrees (i) to pay the fees of the Rights Agent in connection with the Rights Agent’s performance of its obligations hereunder, as agreed upon in writing by the Rights Agent and Buyer on or prior to the date of this Agreement, and (ii) to reimburse the Rights Agent promptly upon demand for all reasonable and documented out-of-pocket expenses, including all Taxes (other than income, receipt, franchise or similar Taxes) and governmental charges, incurred by the Rights Agent in the performance of its obligations under this Agreement, except that Buyer will have no obligation to pay the fees of the Rights Agent or reimburse the Rights Agent in connection with any lawsuit initiated by the Rights Agent on behalf of itself or the Holders, except in the case of any suit enforcing the provisions of Section 2.4(a) and/or Section 2.4(b), if Buyer is found by a court of competent jurisdiction to be liable to the Rights Agent or the Holders, as applicable in such suit (and for the avoidance of doubt, to the extent that the Majority of Holders have furnished the Rights Agent reasonable security and indemnity related to such suit, Buyer shall reimburse such Holders for the cost of such security and indemnity).

(i) No provision of this Agreement will require the Rights Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of its rights if there are reasonable grounds for believing that repayment of such funds or adequate indemnification against such risk or liability is not reasonably assured to it.

(j) The Rights Agent will not be deemed to have knowledge of any event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall be fully protected and will not incur any liability for failing to take action in connection therewith, in each case, unless and until it has received such notice in writing.

(k) The Rights Agent and any shareholder, affiliate, director, officer or employee of the Rights Agent may buy, sell or deal in any securities of Parent, Buyer or the Company or become peculiarly interested in any transaction in which Parent, Buyer or the Company may be interested, or contract with or lend money to Parent, Buyer or the Company or otherwise act as fully and freely as though it were not the Rights Agent under this Agreement. Nothing herein will preclude the Rights Agent from acting in any other capacity for Parent, Buyer or the Company or for any other Person.

(l) The Rights Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorney or agents.

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Section 3.3 Resignation and Removal; Appointment of Successor.

(a) The Rights Agent may resign at any time by giving written notice to Buyer, specifying a date when such resignation will take effect, which notice will be given at least 60 days prior to the date so specified (or, if earlier, the appointment of the successor Rights Agent).

(b) Buyer will have the right to remove the Rights Agent at any time by a written notice to the Rights Agent, specifying a date when such removal will take effect. Notice of such removal will be given by Buyer to the Rights Agent, which notice will be given at least 60 days prior to the date so specified (or, if earlier, the appointment of the successor Rights Agent).

(c) If the Rights Agent resigns, is removed or become incapable of acting, Buyer will promptly appoint a qualified successor Rights Agent. Notwithstanding the foregoing, if Buyer fails to make such appointment within a period of 60 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed will, upon its acceptance of such appointment in accordance with this Section 3.3(c) and Section 3.4, become the Rights Agent for all purposes hereunder.

(d) Buyer will give notice of each resignation or removal of the Rights Agent and each appointment of a successor Rights Agent in accordance with Section 6.2. Each notice will include the name and address of the successor Rights Agent. If Buyer fails to send such notice within 10 Business Days after acceptance of appointment by a successor Rights Agent, the successor Rights Agent will cause the notice to be mailed at the expense of Buyer.

(e) Notwithstanding anything to the contrary in this Section 3.3, unless consented to in writing by the Majority of Holders, Buyer will not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of a commercial bank.

(f) The Rights Agent will cooperate with Buyer and any successor Rights Agent in connection with the transition of the duties and responsibilities of the Rights Agent to the successor Rights Agent, including transferring the CVR Register to the successor Rights Agent.

Section 3.4 Acceptance of Appointment by Successor.

Every successor Rights Agent appointed hereunder will, at or prior to such appointment, execute, acknowledge and deliver to Buyer and to the retiring Rights Agent an instrument accepting such appointment and a counterpart of this Agreement, and such successor Rights Agent, without any further act, deed or conveyance, will become vested with all the rights,

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powers, trusts and duties of the Rights Agent; provided that upon the request of Buyer or the successor Rights Agent, such resigning or removed Rights Agent will execute and deliver an instrument transferring to such successor Rights Agent all the rights, powers and trusts of such resigning or removed Rights Agent.

ARTICLE 4

COVENANTS

Section 4.1 List of Holders.

Buyer will furnish or cause to be furnished to the Rights Agent, in such form as Buyer receives from the Company’s transfer agent (or other agent performing similar services for the Company), the names and addresses of the Holders within 15 Business Days following the Closing Date.

Section 4.2 Efforts.

During the US Milestone Period, Buyer (and its successors and assigns) will, and will cause its (and their) Affiliates to, use Diligent Efforts to achieve the US Milestone prior to the end of the US Milestone Period, and during the EU Milestone Period, Buyer (and its successors and assigns) will, and will cause its (and their) Affiliates to, use Diligent Efforts to achieve the EU Milestone prior to the end of the EU Milestone Period.

Section 4.3 Guarantee.

Parent, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees the due and punctual payment and performance of (a) Buyer’s obligations under this Agreement, including to pay the US Milestone Payment and EU Milestone Payment when as and if such payments become due, and (b) Buyer’s liability and obligations (including for breach and for the aggregate amounts of the US Milestone Payment and EU Milestone Payment when, as and if due to Holders) under this Agreement (collectively, the “Guaranteed Obligations”). Parent acknowledges and agrees that such guarantee shall be a guarantee of performance and not of collection and shall not be conditioned or contingent upon pursuit of any remedies against Buyer. If Buyer shall default in the due and punctual performance of the Guaranteed Obligations, Parent will forthwith perform or cause to be performed such Guaranteed Obligations at its sole cost and expense. This guarantee may not be revoked or terminated and shall remain in full force and effect without interruption and shall be binding on Parent and its successors and assigns until the Guaranteed Obligations have been satisfied in full.

Section 4.4 Fundamental Transactions.

In the event that Parent or Buyer desires to consummate a Change of Control or Carve-Out Transaction while either of the US Milestone and/or the EU Milestone has not been attained but remains eligible to be attained, Parent will cause the Person acquiring Parent (or acquiring substantially all of its assets ) with respect to a Change of Control or the Person acquiring the subject Intellectual Property or Material Contracts with respect to a Carve-Out Transaction to assume Parent’s and Buyer’s (as applicable, depending upon the structure of the Change of Control or Carve-Out Transaction) obligations, duties and covenants under this Agreement. No    

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later than the consummation of any Change of Control or Carve-Out Transaction, Parent shall deliver to the Rights Agent an Officer’s Certificate, stating that such Change of Control or Carve-Out Transaction complies with this Section 4.4 and that all conditions precedent herein provided for relating to such transaction have been complied with.

ARTICLE 5

AMENDMENTS

Section 5.1 Amendments Without Consent of Holders or Rights Agent.

(a) Parent and Buyer, at any time or from time to time, may unilaterally enter into one or more amendments to this Agreement for any of the following purposes, without the consent of any of the Holders or the Rights Agent, so long as, in the cases of clauses (ii) through (iv), such amendments do not, individually or in the aggregate, adversely affect the interests of the Holders:

(i) to evidence the appointment of another Person as a successor Rights Agent and the assumption by any successor Rights Agent of the covenants and obligations of the Rights Agent herein in accordance with the provisions hereof;

(ii) to add to the covenants of Parent or Buyer such further covenants, restrictions, conditions or provisions for the protection and benefit of the Holders;

(iii) to cure any ambiguity, to correct or supplement any provision in this Agreement that may be defective or inconsistent with any other provision in this Agreement, or to make any other provisions with respect to matters or questions arising under this Agreement;

(iv) as may be necessary or appropriate to ensure that CVRs are not subject to registration under the 1933 Act or the 1934 Act; or

(v) any other amendment to this Agreement that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Agreement of any such Holder.

Notwithstanding anything to the contrary contained herein, Parent, Buyer and the Rights Agent may, but will not be obligated to, enter into any amendment that adversely affects, in any material respect, the Rights Agent’s own rights, duties, responsibilities or protections

(b) Promptly after the execution by Parent and Buyer of any amendment pursuant to this Section 5.1, Buyer will (or will cause the Rights Agent to) notify the Holders in general terms of the substance of such amendment in accordance with Section 6.2.

Section 5.2 Amendments with Consent of Holders.

(a) In addition to any amendments to this Agreement that may be made by Parent and Buyer without the consent of any Holder or the Rights Agent pursuant to Section 5.1, with the consent of the Majority of Holders, Parent, Buyer and the Rights Agent may enter into

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one or more amendments to this Agreement for the purpose of adding, eliminating or changing any provisions of this Agreement, even if such addition, elimination or change is adverse to the interests of the Holders.

(b) Promptly after the execution by Parent, Buyer and the Rights Agent of any amendment pursuant to the provisions of this Section 5.2, Buyer will (or will cause the Rights Agent to) notify the Holders in general terms of the substance of such amendment in accordance with Section 6.2.

Section 5.3 Effect of Amendments.

Upon the execution of any amendment under this Article 5, this Agreement will be modified in accordance therewith, such amendment will form a part of this Agreement for all purposes and every Holder will be bound thereby.

ARTICLE 6

MISCELLANEOUS

Section 6.1 Notices to Rights Agent, Parent and Buyer.

All notices, requests and other communications (each, a “Notice”) to any party hereunder (shall be in writing. Such Notice shall be deemed given (a) on the date of delivery, if delivered in person or by facsimile or e-mail (upon confirmation of receipt) prior to 5:00 p.m. in the time zone of the receiving party or on the next Business Day, if delivered after 5:00 p.m. in the time zone of the receiving party or (b) on the first Business Day following the date of dispatch, if delivered by FedEx or by other internationally recognized overnight courier service (upon proof of delivery), addressed as follows:

if to the Rights Agent, to:

[                    ]

[Address]

Facsimile: [    ]

Attention: [    ]

if to Parent or Buyer, to:

BioMarin Pharmaceutical Inc.

105 Digital Drive

Novato, CA 94949

Attention: Chief Executive Officer

with a copy, which shall not constitute notice, to:

BioMarin Pharmaceutical Inc.

105 Digital Drive

Novato, CA 94949

Attention: General Counsel

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or to such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other parties hereto.

Section 6.2 Notice to Holders.

All Notices required to be given to the Holders will be given (unless otherwise herein expressly provided) in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at his, her or its address set forth in the CVR Register, not later than the latest date, and not earlier than the earliest date, prescribed for the sending of such Notice, if any, and will be deemed given on the date of mailing. In any case where notice to the Holders is given by mail, neither the failure to mail such Notice, nor any defect in any Notice so mailed, to any particular Holder will affect the sufficiency of such Notice with respect to other Holders.

Section 6.3 Entire Agreement.

This Agreement and the Purchase Agreement constitute the entire agreement between the parties with respect to the subject matter of this Agreement and supersede all prior agreements and understandings, both written and oral, among or between any of the parties with respect to the subject matter of this Agreement.

Section 6.4 Successors and Assigns.

This Agreement will be binding upon, and will be enforceable by and inure solely to the benefit of, the Holders, Parent, Buyer and the Rights Agent and their respective successors and assigns. The Rights Agent may not assign this Agreement without Buyer’s consent. Subject to Section 4.4 hereof, each of Parent and Buyer may assign, in its sole discretion and without the consent of any other party, any or all of its rights, interests and obligations hereunder to one or more its Affiliates or a party with whom Parent is merged or consolidated, or any entity resulting from any merger or consolidation to which Parent shall be a party (each, an “Assignee”) and any such Assignee may thereafter assign, in its sole discretion and without the consent of any other party, any or all of its rights, interests and obligations set forth hereunder to one or more additional Assignees; provided, however, that in connection with any assignment to an Assignee, Parent and Buyer shall agree to remain liable for the performance by Parent and Buyer of their obligations hereunder (to the extent Parent or Buyer exists following such assignment). Parent, Buyer or an Assignee may not otherwise assign this Agreement without the prior consent of the Majority of Holders, provided that Parent or Buyer may assign this Agreement to an Affiliate of Parent without the prior consent of the Majority of Holders so long as Parent and Buyer remain fully obligated for performance under this Agreement. Any attempted assignment of this Agreement or any of such rights in violation of this Section 6.4 will be void ab initio and of no effect.

Section 6.5 Benefits of Agreement; Action by Majority of Holders.

Nothing in this Agreement, express or implied, will give to any Person (other than Parent, Buyer, the Rights Agent, the Holders and their permitted successors and assigns hereunder) any benefit or any legal or equitable right, remedy or claim under this Agreement or under any covenant or provision herein contained, all such covenants and provisions being for the sole

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benefit of Parent, Buyer, the Rights Agent, the Holders and their permitted successors and assigns. The Holders will have no rights hereunder except as are expressly set forth herein. Except for the right of the Rights Agent set forth herein, the Majority of Holders will have the sole right, on behalf of all Holders, by virtue of or under any provision of this Agreement, to institute any action or proceeding at law or in equity or in bankruptcy or otherwise upon or under or with respect to this Agreement, and no individual Holder or other group of Holders will be entitled to exercise such rights.

Section 6.6 Governing Law.

This Agreement and CVRs will be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law rules of such state.

Section 6.7 Jurisdiction.

The parties hereto agree that any Action seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) must be brought solely in any state court or United States federal court located in the County of New York, New York, United States, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such Action and irrevocably waives, to the fullest extent permitted by Applicable Law, any objection that it may now or hereafter have to the laying of the venue of any such Action in any such court or that any such Action brought in any such court has been brought in an inconvenient forum. Process in any such Action may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 6.1 or Section 6.2 shall be deemed effective service of process on such party.

Section 6.8 WAIVER OF JURY TRIAL.

EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATION OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION

Section 6.9 Severability Clause.

In the event that any provision of this Agreement, or the application of any such provision to any Person or set of circumstances, is for any reason be determined to be invalid,

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unlawful, void or unenforceable to any extent, the remainder of this Agreement, and the application of such provision to Persons or circumstances other than those as to which it is determined to be invalid, unlawful, void or unenforceable, will not be impaired or otherwise affected and will continue to be valid and enforceable to the fullest extent permitted by Applicable Law. Upon such a determination, the parties will negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

Section 6.10 Counterparts; Effectiveness.

This Agreement may be signed in any number of counterparts, each of which will be deemed an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement or any counterpart may be executed and delivered by facsimile copies or delivered by electronic communications by portable document format (.pdf), each of which shall be deemed an original. This Agreement will become effective when each party hereto will have received a counterpart hereof signed by the other party hereto. Until and unless each party has received a counterpart hereof signed by the other party hereto, this Agreement will have no effect and no party will have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication).

Section 6.11 Termination.

This Agreement will terminate and be of no force or effect, and the parties hereto will have no liability hereunder, upon the earlier to occur of (a) the payment of both of the US Milestone Payment and the EU Milestone Payment and (b) the expiration of both the US Milestone Period and the EU Milestone Period. The termination of this Agreement will not affect or limit the right to receive the Milestone Payments under Section 2.4 to the extent earned prior to termination of this Agreement and the provisions applicable thereto will survive the expiration or termination of this Agreement.

Section 6.12 Force Majeure.

Notwithstanding anything to the contrary contained herein, the Rights Agent will not be liable for any delays or failures in performance resulting from acts beyond its reasonable control including, acts of God, terrorist acts, shortage of supply, breakdowns or malfunctions, interruptions or malfunctions of computer facilities, or loss of data due to power failures or mechanical difficulties with information storage or retrieval systems, labor difficulties, war or civil unrest.

Section 6.13 Construction.

(a) For purposes of this Agreement, whenever the context requires: singular terms will include the plural, and vice versa; the masculine gender will include the feminine and neuter genders; the feminine gender will include the masculine and neuter genders; and the neuter gender will include masculine and feminine genders.

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(b) As used in this Agreement, the words “include” and “including,” and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation.”

(c) The headings contained in this Agreement are for convenience of reference only, will not be deemed to be a part of this Agreement and will not be referred to in connection with the construction or interpretation of this Agreement.

(d) Any reference in this Agreement to a date or time shall be deemed to be such date or time in New York City, United States, unless otherwise specified. The parties and the Company have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and the Company and no presumption or burden of proof shall arise favoring or disfavoring any Person by virtue of the authorship of any provision of this Agreement.

(e) All financial references herein are in United States Dollars.

[Remainder of page intentionally left blank]

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Each of the parties has caused this Agreement to be executed on its behalf by a duly authorized officer of it as of the day and year first above written.

BIOMARIN PHARMACEUTICAL INC.
By:
	Name:
	Title:
BIOMARIN FALCONS B.V.
By:
	Name:
	Title:
[RIGHTS AGENT]
By:
	Name:
	Title:

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EX-99.(E)(5)

Exhibit (e)(5)

THIS CONVERTIBLE PROMISSORY NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THIS CONVERTIBLE PROMISSORY NOTE AND ANY SECURITIES ISSUABLE UPON THE CONVERSION HEREOF MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH ITS TERMS OR WITH THE COMPANY’S PRIOR WRITTEN CONSENT, WHICH MAY BE GRANTED OR WITHHELD IN THE COMPANY’S SOLE DISCRETION. ANY PURPORTED TRANSFER IN VIOLATION OF THIS LEGEND SHALL BE NULL AND VOID AB INITIO. BY ITS ACQUISITION HEREOF, THE PURCHASER OF THIS CONVERTIBLE PROMISSORY NOTE AGREES TO COMPLY WITH THE RESTRICTIONS SET FORTH IN THIS LEGEND.

PROSENSA HOLDING N.V.

CONVERTIBLE PROMISSORY NOTE

€ 40,355,125.10 Made as of November 26, 2014

Subject to the terms and conditions of this Note, for value received, Prosensa Holding N.V., a public limited liability company (naamloze vennootschap) organized under the laws of The Netherlands (the “Company”), hereby promises to pay to BioMarin Falcons B.V., a private limited liability company (besloten vennootschap) organized under the laws of The Netherlands, or its permitted assigns (“Holder”), the principal sum of €40,355,125.10, or such lesser amount as shall then equal the outstanding principal amount hereunder, together with interest accrued on the unpaid principal amount at the Applicable Rate (as defined below). Interest shall begin to accrue on the date of this Note and shall continue to accrue on the outstanding principal, compounded annually, until the entire Balance is paid (or converted, as provided in Section 5 hereof), and shall be computed based on the actual number of days elapsed and on a year of three hundred sixty five (365) days. Except in the case of a prepayment contemplated by Section 3 and an Event of Default contemplated by Section 4, no interest shall be payable prior to the Maturity Date. If and when due, payment of interest and principal hereunder must be effected in Euros.

This Note has been issued pursuant to that certain Purchase Agreement, dated as of November 23, 2014, as may be amended from time to time (the “Purchase Agreement”), by and among the Company, the original holder of this Note, and BioMarin Pharmaceutical Inc., a Delaware Corporation.

The following is a statement of the rights of Holder and the terms and conditions to which this Note is subject, and to which Holder hereof, by the acceptance of this Note, agrees:

1. DEFINITION. For the purposes of this Note, capitalized terms used and not otherwise defined shall have the respective meanings ascribed to them in this Section 1, or if not defined in this Section 1, the respective meanings ascribed to them in the Purchase Agreement:

“Actual Conversion Date” means the date on which all of the Balance is converted pursuant to Section 5 hereof.

“Applicable Rate” means the lower of (a) the Highest Lawful Rate and (b) six percent (6%), compounded annually.

“Balance” means, at the applicable time, the sum of the Principal Balance and all then accrued but unpaid interest under this Note.

“Bankruptcy Event” means the liquidation or dissolution of the Company, the commission of any act of bankruptcy by the Company, the execution by the Company of a general assignment for the benefit of creditors, the filing by or against the Company of a petition in bankruptcy, suspension of payment or similar insolvency proceedings or any other petition for relief under the U.S. federal bankruptcy code or the Dutch Bankruptcy Act (Faillissementswet), or the appointment of a receiver, trustee or similar officer to take possession of the property or assets of the Company; provided that no Bankruptcy Event will occur in respect of any proceedings or presentation of a petition or application by a third party creditor being contested by the Company in good faith and where such proceedings are dismissed, stayed or discharged within ninety (90) days of commencement.

“Company” shall include, in addition to the Company identified in the opening paragraph of this Note, any corporation or other entity which succeeds to the Company’s obligations under this Note, whether by permitted assignment, by merger or consolidation, operation of law or otherwise.

“Conversion Shares” means 4,395,914 ordinary shares, par value €0.01 per share of the Company (as adjusted to appropriately reflect any stock split, reverse stock split, stock dividend, reorganization, reclassification, combination, recapitalization or other like change with respect to the ordinary shares occurring after the date hereof).

“Event of Default” has the meaning set forth in Section 4 hereof.

“Highest Lawful Rate” means the maximum non-usurious rate of interest, as in effect from time to time, which may be charged, contracted for, reserved, received or collected by Holder in connection with this Note under applicable law

“Lost Note Documentation” means documentation reasonably satisfactory to the Company with regard to a lost or stolen Note, including, if required by the Company, an affidavit of lost note and an indemnification agreement by Holder in favor of the Company with respect to such lost or stolen Note.

“Maturity Date” means November 26, 2017.

“Note” means this Convertible Promissory Note.

“Principal Balance” means, at the applicable time, all then outstanding principal of this Note.

2. MATURITY. If this Note has not been previously converted (as provided in Section 5 below), then the Balance shall be due and payable in full on the Maturity Date.

3. PREPAYMENT. On or prior to May 30, 2016, the Company may not prepay in whole or in part the Balance without the written consent of Holder. Thereafter, the Company may prepay in whole or in part the Balance, plus accrued interest at the Applicable Rate.

4. EVENTS OF DEFAULT; REMEDIES IN CONCERT.

4.1 Events of Default. Each of the following events shall constitute an “Event of Default” hereunder:

(a) The Company shall have failed to perform or comply with in all material respects its obligations, agreements and covenants under Section 5 of this Note; or

(b) The occurrence of a Bankruptcy Event.

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4.2 Remedies in Concert. The Company shall promptly notify Holder of the occurrence of any Event of Default. Upon the occurrence of any Event of Default all accrued but unpaid expenses, the entire Balance then outstanding and any other amounts outstanding under this Note shall (i) in the case of any Event of Default under Section 4.1(a) above, become immediately due and payable upon written notice by or on behalf of Holder to the Company and (ii) in the case of any Event of Default under Section 4.1(b) above, become immediately due and payable in full without further notice or demand by Holder.

5. CONVERSION.

5.1 Conversion. If, prior to the Maturity Date, the Purchase Agreement terminates pursuant to Section 8 therein, then, the entire Balance then outstanding shall automatically be converted at such time into the Conversion Shares. The Note shall not otherwise be convertible.

5.2 Termination of Rights. Except for the rights under Section 6 below, all rights with respect to this Note shall terminate upon the effective conversion of the entire Balance of the Note. Notwithstanding the foregoing, Holder agrees to surrender this Note to the Company (or Lost Note Documentation where applicable) as soon as practicable after conversion.

6. MECHANICS AND EFFECTS OF CONVERSION. At its expense, the Company will, as soon as practicable thereafter, cause to be issued to such Holder the Conversion Shares to which such Holder is entitled upon such conversion. At the request of Holder, the Conversion Shares into which this Note is converted pursuant to Section 5 shall be issued by deposit and withdrawal by custodian to an account designated in writing by Holder within five Business Days. No additional consideration will be due upon conversion of this Note into Conversion Shares. Upon conversion of this Note, the Company will be forever released from all of its obligations and liabilities under this Note, including without limitation the obligations to pay the principal amount thereof and accrued interest thereon (whether or not paid). When issued and delivered against full payment therefor, the Conversion Shares shall be validly issued and fully paid.

7. PROVISIONS RELATING TO STOCKHOLDER RIGHTS. This Note does not entitle Holder to any voting rights, dividend rights or other rights as a stockholder of the Company, unless and until this Note is actually converted into ordinary shares in accordance with its terms. In the absence of conversion of this Note into Conversion Shares, no provisions of this Note and no enumeration herein of the rights or privileges of Holder, shall cause Holder to be a stockholder of the Company for any purpose.

8. REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND HOLDER.

The representations and warranties of the Company set forth in Sections 3.01(a) and 3.02(a) and in the Purchase Agreement are incorporated herein by reference and shall apply mutatis mutandis to the issuance of this Note by the Company. The representations and warranties of Parent set forth in Sections 4.01 and 4.02 of the Purchase Agreement are incorporated herein by reference and shall apply mutatis mutandis to the issuance of this Note to Buyer. Each of the Company and Buyer also represents and warrants that (i) the execution, delivery and performance of this Note, the borrowing hereunder and the use of the proceeds thereof shall not violate the applicable party’s organizational documents and (ii) that this Note is in proper legal form under New York law for the enforcement hereof or thereof against the Company, and to ensure the legality, validity, enforceability, priority or admissibility in evidence of this Note it is not necessary that any of them or any other document be filed, registered or recorded with, or executed or notarized before, any governmental authority or that any registration charge or stamp or similar tax be paid on or in respect thereof or any other document relating to the matters covered by this Note.

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9. GENERAL PROVISIONS.

9.1 Waivers. The Company and all endorsers of this Note hereby waive notice, presentment, protest and notice of dishonor.

9.2 Attorneys’ Fees. If any party is required to engage the services of an attorney for the purpose of enforcing this Note, or any provision thereof, such party shall bear its own expenses and costs in enforcing this Note, including attorneys’ fees.

9.3 Transfer. Neither this Note nor any rights hereunder may be assigned, conveyed or transferred, in whole or in part, without the Company’s prior written consent, which the Company may withhold in its sole discretion; provided, however, that this Note may be assigned, conveyed or transferred without the prior written consent of the Company to any Affiliate of Holder who executes and delivers to the Company an acknowledgement that such Affiliate agrees to be subject to, and bound by, all the terms and conditions of this Note and satisfies the Company that such transfer complies with applicable securities laws. Subject to the foregoing, the rights and obligations of the Company and Holder under this Note shall be binding upon and benefit their respective permitted successors, assigns, heirs, administrators and transferees.

9.4 Governing Law. This Note and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of New York.

9.5 Jurisdiction. The parties hereto agree that any Action seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Note or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be brought in any state or United States federal court located in the County of New York, New York, United States, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such Action and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such Action in any such court or that any such Action brought in any such court has been brought in an inconvenient forum. Process in any such Action may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 9.8 shall be deemed effective service of process on such party.

9.6 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

9.7 Headings. The headings and captions used in this Note are used only for convenience and are not to be considered in construing or interpreting this Note. All references in this Note to sections and exhibits shall, unless otherwise provided, refer to sections hereof and exhibits attached hereto, all of which exhibits are incorporated herein by this reference.

9.8 Notices. All notices required or permitted to be given to a party pursuant to this Note will be given in accordance with the Purchase Agreement.

9.9 Amendments and Waivers. Any provision of this Note may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each of the Company and Holder or, in the case of a waiver, by the party against whom the waiver is to be effective. No failure or delay by the Company or Holder in exercising any right, power or privilege

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hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by applicable law.

9.10 Severability. If one or more provisions of this Note are held to be unenforceable under applicable law, then such provision(s) shall be excluded from this Note to the extent they are held to be unenforceable and the remainder of the Note shall be interpreted as if such provision(s) were so excluded and shall be enforceable in accordance with its terms.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Company has caused this Convertible Promissory Note to be signed in its name as of the date first written above.

PROSENSA HOLDING N.V.
By:	/s/ Berndt Modig
Name:	Berndt Modig
Title:	CFO
PROSENSA HOLDING N.V.
By:	/s/ Luc Dochez
Name:	Luc Dochez
Title:	CBO

BIOMARIN FALCONS B.V.
By:	/s/ Richard Morris
Name:	Richard Morris
Title:	Director

EX-99.(E)(6)

Exhibit (e)(6)

FORM OF TENDER AND SUPPORT AGREEMENT

This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of November 21, 2014, is entered into by and among [        ][, a [        ]] (“Shareholder”), among BioMarin Pharmaceutical Inc., a Delaware corporation (“Parent”), and BioMarin Falcons B.V., a private company with limited liability organized under the laws of The Netherlands and a wholly owned indirect subsidiary of Parent (“Buyer”).

WHEREAS, contemporaneously with the execution of this Agreement, Parent, Buyer and Prosensa Holding N.V., a public limited liability company (naamloze vennootschap) organized under the laws of The Netherlands (the “Company”), are entering into Purchase Agreement, dated as of the date hereof (as the same may be amended or modified after the date hereof, the “Purchase Agreement”), providing, among other things, for (a) Buyer to commence a tender offer (such offer, as the same may be amended or modified from time to time as permitted by the Purchase Agreement, (the “Offer”) for each issued and outstanding ordinary share, par value €0.01 per share, of the Company (the “Shares”), and (b) the Reorganization (as defined in the Purchase Agreement) of the Company following the Offer; and

WHEREAS, as a condition of and inducement to Parent’s and Buyer’s willingness to enter into the Purchase Agreement, Parent and Buyer have required that Shareholder enter into this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and upon the terms and subject to the conditions set forth in this Agreement, the parties hereby agree as follows:

1. Certain Definitions.

For the purposes of this Agreement, capitalized terms used and not otherwise defined in this Agreement shall have the respective meanings ascribed to them in this Section 1, or if not defined in this Section 1, the respective meanings ascribed to them in the Purchase Agreement:

“Acquisition Agreement” means a letter of intent, agreement-in-principle, definitive acquisition agreement or similar agreement that contemplates an Acquisition Proposal.

“Additional Owned Shares” means all Shares that are beneficially owned by Shareholder or any of its controlled Affiliates and are acquired after the date hereof and prior to the termination of this Agreement.

“Affiliate” has the meaning set forth in the Purchase Agreement; provided, however, that the Company shall be deemed not to be an Affiliate of Shareholder.

“beneficial ownership” (and related terms such as “beneficially owned” or “beneficial owner”) has the meaning set forth in Rule 13d-3 under the 1934 Act.

“Covered Shares” means the Owned Shares and Additional Owned Shares.

“Disclosed Owned Securities” has the meaning assigned thereto in Section 6(a) hereof.

“Equity Interests” means any share of capital stock of a Person or any securities (including debt securities) convertible into, or exchangeable or exercisable for, any such shares of capital stock or any options, warrants, calls, subscriptions or other rights, convertible securities, agreements or commitments obligating such Person to issue, transfer or sell any shares of capital stock or other equity interest in such Person, including Company Options and Company Restricted Shares.

“Permitted Transfer” means (a) if Shareholder is an entity, a Transfer of Covered Shares by Shareholder to an Affiliate of Stockholder and, provided that (i) such Affiliate shall remain an Affiliate of Shareholder at all times following such Transfer and (ii) prior to the effectiveness of such Transfer, such transferee executes and delivers to Parent and Buyer a written agreement, in form and substance reasonably acceptable to Parent, to assume all of Shareholder’s obligations hereunder in respect of the securities subject to such Transfer and to be bound by the terms of this Agreement, with respect to the securities subject to such Transfer, to the same extent as Shareholder is bound hereunder and to make each of the representations and warranties hereunder in respect of the securities transferred as Stockholder shall have made hereunder, (b) a Transfer of Covered Shares solely in connection with the payment of the exercise price and/or the satisfaction of any tax withholding obligations arising from the exercise of any Company Option, (c) the Transfer of Covered Shares with Parent’s prior written consent or (d) if Shareholder is an individual: (i) to any member of Shareholder’s immediate family or to a trust for the benefit of Shareholder or any member of Shareholder’s immediate family; or (ii) upon the death of Shareholder pursuant to the terms of any trust or will of Shareholder or by the Applicable Laws of intestate succession, and, provided that, for purpose of clause (d)(i), prior to the effectiveness of such Transfer, such transferee executes and delivers to Parent and Buyer a written agreement, in form and substance reasonably acceptable to Parent, to assume all of Shareholder’s obligations hereunder in respect of the securities subject to such Transfer and to be bound by the terms of this Agreement, with respect to the securities subject to such Transfer, to the same extent as Shareholder is bound hereunder and to make each of the representations and warranties hereunder in respect of the securities transferred as Stockholder shall have made hereunder.

“Owned Shares” means all Shares which are beneficially owned by Shareholder or any of its controlled Affiliates as of the date hereof.

“Transfer” means, with respect to a Covered Share, the transfer, pledge, hypothecation, encumbrance, assignment or other disposition (whether by sale, merger, consolidation, liquidation, dissolution, dividend, distribution or otherwise) of such Covered Share or the beneficial ownership thereof, the offer to make such a transfer or other disposition, and each option, agreement, arrangement or understanding, whether or not in writing, to effect any of the foregoing. As a verb, “Transfer” shall have a correlative meaning.

2. Tender of the Shares.

(a) Shareholder hereby agrees that it shall tender (and deliver any certificates evidencing) its Covered Shares that are Shares or Company Restricted Shares, or cause its Covered Shares that are Shares or Company Restricted Shares to be tendered, into the Offer (x)

in the case of Owned Shares, promptly and in any event no later than ten Business Days following the commencement of the Offer, and (y) in the case of Additional Owned Shares, promptly after such Shares were obtained but, in each case, if Shareholder has not received the Offer Documents by such time, within five Business Days following receipt of such documents, but in any event prior to the Expiration Date, free and clear of all Liens. Subject to Section 8 hereof, Shareholder agrees that it will not withdraw such Covered Shares, or cause such Covered Shares to be withdrawn, from the Offer at any time.

(b) If the Offer is terminated or withdrawn by Buyer, this Agreement is terminated pursuant to Section 8 or the Purchase Agreement is terminated prior to the purchase of the Covered Shares in the Offer, Parent and Buyer shall promptly return, and shall cause any depository acting on behalf of Parent and Buyer to return, all the Covered Shares tendered by Shareholder in the Offer to Shareholder.

3. Voting Agreement. At any meeting of the Shareholders of the Company, including the EGM, however called, or in any other circumstance in which the vote, consent or other approval of the Shareholders of the Company is sought as to a matter described in any of clauses (a) through (g) below (each, a “Company Shareholders Meeting”), Shareholder shall, and if shares are held by a nominee for such Shareholder, shall cause the holder of record of any Covered Shares to (i) appear at each such meeting or otherwise cause all Covered Shares beneficially owned by it as of the record date to be counted as present thereat for purposes of calculating a quorum (as applicable) and (ii) vote (or cause to be voted), or execute and deliver a written consent (or cause a written consent to be executed and delivered) covering, all Covered Shares beneficially owned as of the record date:

(a) to approve the Purchase Agreement;

(b) to approve the Asset Sale Agreement, the liquidation and dissolution of the Company following such Asset Sale and any other forms of Reorganization, in each case, effective as of, and conditional upon, the Closing;

(c) to accept resignation from, and provide discharge to, the existing members of the Boards and appoint such new members to the Boards as designated by Buyer to replace such resigning directors (as contemplated by Section 2.04(a) of the Purchase Agreement) effective as of, and conditional upon, the Closing;

(d) against any Acquisition Proposal or any proposal relating to an Acquisition Proposal;

(e) against any Acquisition Agreement or merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company (other than the Purchase Agreement, the Asset Sale Agreement and the Reorganization);

(f) against any proposal, action or agreement that would reasonably be expected to (i) prevent or nullify any provision of this Agreement, (ii) result in any of the conditions set forth in Annex I of the Purchase Agreement not being fulfilled or (iii) prevent or materially delay the consummation of the Offer or the Asset Sale; and

(g) to approve any other matter submitted by the Company for shareholder approval at the EGM at the request of Buyer and related to the transactions contemplated by the Purchase Agreement, provided, however, that (i) the Boards have recommended that the shareholders of the Company vote to approve such proposal at the EGM, and (ii) nothing in this Agreement shall be interpreted as creating an obligation of the Company to submit any such request of Buyer for such shareholder approval.

Additionally, Shareholder shall not propose, commit or agree to take any action inconsistent with any of the foregoing clauses (a) through (g).

4. No Disposition or Solicitation.

(a) No Disposition or Adverse Act. Shareholder hereby covenants and agrees that, except as contemplated by this Agreement, the Purchase Agreement or the Offer Documents, Shareholder shall not (i) offer to Transfer, Transfer or consent to any Transfer of any or all of the Covered Shares, Equity Interests or any interest therein without the prior written consent of Parent (other than Transfers by operation of law, in which case this Agreement shall bind the transferee or to any Permitted Transferee), (ii) enter into any contract, option or other agreement with respect to any Transfer of any or all Covered Shares, Equity Interests or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization or consent in or with respect to any or all of the Covered Shares or Equity Interests inconsistent with Shareholder’s voting or consent obligations in Section 3 hereof or (iv) deposit any or all of the Covered Shares into a voting trust or enter into a voting agreement or arrangement with respect to any or all of the Covered Shares or Equity Interests inconsistent with Shareholder’s voting or consent obligations in Section 3 hereof. Any attempted Transfer of Covered Shares, Equity Interests or any interest therein in violation of this Section 4(a) shall be null and void.

(b) Non-Solicitation. Subject to Section 9 hereof, Shareholder shall, and shall cause its Subsidiaries and its and their respective directors, officers, and employees, and shall cause its and their other Representatives, to cease immediately and cause to be terminated any and all existing discussions or negotiations, if any, with any Third Party and its Representatives conducted prior to the date hereof with respect to any Acquisition Proposal or any inquiry or indication of interest that could reasonably be expected to lead to any Acquisition Proposal. Until termination of this Agreement pursuant to and in accordance with Section 7 hereof, Shareholder shall not, and Shareholder shall cause its Subsidiaries, and shall not permit, and shall cause its Subsidiaries not to permit, its and their respective directors, officers, employees and other Representatives to, directly or indirectly: (i) solicit, initiate or knowingly take any action to knowingly induce, facilitate or encourage the submission or announcement of an Acquisition Proposal or any inquiry, indication of interest, proposal or offer that would reasonably be expected to lead to an Acquisition Proposal (including by way of furnishing or providing access to non-public information to a Third Party), (ii) except to the extent the Company is permitted to do so under the Purchase Agreement, enter into or participate in any discussions or negotiations with any Third Party with respect to an Acquisition Proposal or any inquiry, indication of interest, proposal or offer that would reasonably be expected to lead to an Acquisition Proposal, (iii) furnish any information relating to the Company or any of its Subsidiaries or afford access to the business,

properties, assets, books or records of the Company or any of its Subsidiaries to or otherwise knowingly cooperate in any way with any Third Party that has made an Acquisition Proposal or any inquiry, indication of interest, proposal or offer that would reasonably be expected to lead to an Acquisition Proposal or (iv) publicly propose to do any of the foregoing. Nothing in this Section 4(b) shall prohibit Shareholder, its Subsidiaries and its and their respective Representatives from informing any Person of the existence of the provisions contained in this Section 4(b).

5. Additional Agreements.

(a) Certain Events. In the event of any stock split, stock dividend, merger, reorganization, recapitalization or other change in the capital structure of the Company affecting the Covered Shares or the acquisition by Shareholder or any of its controlled Affiliates of Additional Owned Shares or other Equity Interests of the Company, (i) the type and number of Covered Shares shall be adjusted appropriately, and (ii) this Agreement and the obligations hereunder shall automatically attach to any additional Covered Shares or other Equity Interests issued to or acquired by Shareholder or any of its controlled Affiliates.

(b) Stop Transfer. In furtherance of this Agreement, Shareholder hereby authorizes and instructs the Company (including through the Company’s transfer agent) to enter a stop transfer order to give effect to Section 4(a) with respect to all the Covered Shares. Shareholder agrees that it will cause the Company, as promptly as practicable after the date of this Agreement, to make a notation on its records and give instructions to the transfer agent for the Covered Shares not to permit, during the term of this Agreement, the Transfer of the Covered Shares in violation of the terms of this Agreement.

(c) Waiver of Appraisal and Dissenters’ Rights and Actions. Shareholder hereby (i) waives and agrees not to exercise any rights of appraisal or rights to dissent from the Offer or the Reorganization, any rights to object to or challenge the consummation of the Offer, the Reorganization or any other transaction contemplated by the Purchase Agreement or any similar rights that Shareholder may have and (ii) agrees not to commence or join in, and to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Buyer, the Company, the Company’s directors or any of their respective successors, in each case relating to the negotiation, execution or delivery of this Agreement or the Purchase Agreement or the consummation of the Offer, the Reorganization or any other transaction contemplated by the Purchase Agreement, including any claim (x) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or the Purchase Agreement, (y) alleging a breach of any fiduciary duty of the Boards in connection with the Purchase Agreement or the transactions contemplated thereby or (z) making any claim with respect to SEC disclosure (or other disclosure to the Company’s Shareholders) in connection with the Purchase Agreement or the transactions contemplated thereby.

(d) Communications. Unless required by Applicable Law, Shareholder shall, and shall cause its Representatives to, consult with Parent before issuing any press release or otherwise making any public statement with respect to the Offer, the Purchase Agreement or this Agreement. Shareholder hereby (i) consents to and authorizes the publication and disclosure by Parent of Shareholder’s identity and holding of Covered Shares, and the nature of Shareholder’s commitments, arrangements and understandings under this Agreement in any public disclosure

document required by Applicable Law in connection with the Offer or the Reorganization or any other transactions contemplated by the Purchase Agreement and (ii) Shareholder agrees as promptly as practicable to notify Parent of any required corrections with respect to any written information supplied by Shareholder specifically for use in any such disclosure document.

6. Representations and Warranties of Shareholder.

Shareholder hereby represents and warrants to Parent as follows:

(a) Title. As of the date hereof, Shareholder is the sole record and beneficial owner of the Shares and beneficial owner of the other Equity Interests in the Company, in each case, set forth on Schedule I (the “Disclosed Owned Shares”). The Disclosed Owned Shares constitute all the Shares and other Equity Interests owned of record or beneficially by Shareholder or its controlled Affiliates on the date hereof, and neither Shareholder nor any of its controlled Affiliates is the beneficial owner of any other Shares or other Equity Interests. Shareholder has sole voting power, sole power of disposition and sole power to issue instructions with respect to the matters set forth in Section 4 and Section 5 hereof and all other matters set forth in this Agreement, in each case with respect to all of the Covered Shares with no limitations, qualifications or restrictions on such rights that would prevent the Shareholder from performing its obligations under this Agreement, subject to applicable securities laws and the terms of this Agreement. Except as permitted by this Agreement, the Covered Shares and the certificates representing such shares, if any, are now, and at all time during the term hereof will be, held by Shareholder, or by a nominee or custodian for the benefit of Shareholder, free and clear of any Liens that would prevent the Shareholder from performing its obligations under this Agreement.

(b) Authority. Shareholder has all necessary power and authority to execute and deliver this Agreement, to perform Shareholder’s obligations hereunder and to consummate the transactions contemplated hereby. In the event that Shareholder is, or any of Shareholder’s Covered Shares are held by, a Person that is not an individual, the execution, delivery and performance by such Person of this Agreement, the performance by such Person of its obligations hereunder and the consummation by such Person of the transactions contemplated hereby have been duly and validly authorized by such Person and no other actions or proceedings on the part of such Person are necessary to authorize the execution and delivery by it of this Agreement, the performance by such Person of its obligations hereunder or the consummation by such Person of the transactions contemplated hereby. This Agreement has been duly authorized and validly executed and delivered by Shareholder, and, assuming due authorization, execution and delivery by Parent and Buyer, constitutes a legal, valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all Applicable Laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). If Shareholder is married, and any of the Company Securities constitute community property or otherwise need spousal or other approval for this Agreement to constitute a legal, valid and binding obligation, a spousal consent substantially in the form attached hereto has been duly authorized, validly executed and delivered by, and constitutes the legal, valid and binding obligation of, Shareholder’s spouse, enforceable in accordance with its terms subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all Laws

relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity).

(c) No Conflict or Default. Except for any competition, antitrust and investment Applicable Laws or regulations of foreign jurisdictions and the 1934 Act, no filing with, and no permit, authorization, consent or approval of, any Governmental Authority or any other Person is necessary for the execution and delivery of this Agreement by Shareholder, the consummation by Shareholder of the transactions contemplated hereby and the compliance by Shareholder with the provisions hereof. None of the execution and delivery of this Agreement by Shareholder, the consummation by Shareholder of the transactions contemplated hereby or compliance by Shareholder with any of the provisions hereof will (i) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any third party right of termination, cancellation, modification or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, permit, contract, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind, including any voting agreement, proxy arrangement, pledge agreement, shareholders agreement or voting trust, to which Shareholder is a party or by which Shareholder or any of Shareholder’s properties or assets may be bound, (ii) violate any judgment, order, writ, injunction, decree or award of any court, administrative agency or other Governmental Authority that is applicable to Shareholder or any of Shareholder’s properties or assets, (iii) constitute a violation by Shareholder of any applicable law or regulation of any jurisdiction or (iv) contravene or conflict with Shareholder’s memorandum and articles of association (as applicable), in each case, except for any conflict, breach, default or violation described above which would not adversely affect in any material respect the ability of Shareholder to perform its obligations hereunder or to consummate the transactions contemplated hereby.

(d) No Litigation. As of the date hereof, there is no Action pending or, to the knowledge of Shareholder, threatened in writing against Shareholder at law or in equity before or by any Governmental Authority that would reasonably be expected to materially impair or delay the ability of Shareholder to perform timely its obligations under this Agreement or to tender its Shares into the Offer as contemplated by Section 2(a).

(e) No Fees. Shareholder has not employed any investment banker, broker, financial advisor, finder or other intermediary in connection with the transactions contemplated by this Agreement which would be entitled to any investment banking, brokerage, finder’s, financial advisory or similar fee or commission from Parent or Buyer in connection with this Agreement or the transactions contemplated by this Agreement.

(f) Receipt; Reliance. Shareholder has received and reviewed a copy of the Purchase Agreement. Shareholder understands and acknowledges that Parent and Buyer are entering into the Purchase Agreement in reliance upon Shareholder’s execution, delivery and performance of this Agreement.

7. Representations and Warranties of Parent and Buyer. Parent hereby represents and warrants to Stockholder as follows:

(a) Authority. Each of Parent and Buyer has all necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by each of Parent and Buyer of this Agreement, the performance by each of Parent and Buyer of its respective obligations hereunder and the consummation by each of Parent and Buyer of the transactions contemplated hereby have been duly and validly authorized by each of Parent and Buyer, as applicable, and no other actions or proceedings on the part of each of Parent and Buyer are necessary to authorize the execution and delivery by it of this Agreement, the performance by each of Parent and Buyer of its obligations hereunder or the consummation by each of Parent and Buyer of the transactions contemplated hereby. This Agreement has been duly authorized and validly executed and delivered by each of Parent and Buyer and, assuming due authorization, execution and delivery by Shareholder, constitutes a legal, valid and binding obligation of each of Parent and Buyer, enforceable against each of Parent and Buyer, as applicable, in accordance with its terms subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all Applicable Laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity).

(b) No Conflict or Default. Except for any competition, antitrust and investment Applicable Laws or regulations of foreign jurisdictions and the 1934 Act, no filing with, and no permit, authorization, consent or approval of, any Governmental Authority or any other Person is necessary for the execution and delivery of this Agreement by each of Parent and Buyer, the consummation by each of Parent and Buyer of the transactions contemplated hereby and the compliance by each of Parent and Buyer with the provisions hereof. None of the execution and delivery of this Agreement by each of Parent and Buyer, the consummation by each of Parent and Buyer of the transactions contemplated hereby or compliance by each of Parent and Buyer with any of the provisions hereof will (i) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any third-party right of termination, cancellation, modification or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, permit, contract, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind, including any voting agreement, proxy arrangement, pledge agreement, shareholders agreement or voting trust, to which each of Parent and Buyer is a party or by which each of Parent and Buyer, as applicable, or any of each of Parent’s and Buyer’s, as applicable properties or assets may be bound, (ii) violate any judgment, order, writ, injunction, decree or award of any court, administrative agency or other Governmental Authority that is applicable to each of Parent and Buyer or any of each of Parent’s and Buyer’s properties or assets, (iii) constitute a violation by either Parent or Buyer of any applicable law or regulation of any jurisdiction or (iv) contravene or conflict with either of Parent’s or Buyer’s memorandum and articles of association (as applicable), in each case, except for any conflict, breach, default or violation described above which would not adversely affect in any material respect the ability of either Parent or Buyer to perform its obligations hereunder or to consummate the transactions contemplated hereby.

(c) Other Tender Agreements. Each of Parent and Buyer represents and warrants that it has not entered into any agreement with another shareholder of the Company covering the matters contemplated hereby which contains terms more favorable to such shareholder than are provided to Shareholder in this Agreement.

8. Termination. This Agreement shall terminate upon the earliest of (a) the mutual written agreement of Parent and Shareholder, (b) the Closing, (c) the acquisition by Parent or Buyer of 100% of the Shares on a fully diluted basis, (d) the termination of the Purchase Agreement in accordance with its terms, or (e) the date of any modification, waiver or amendment to the Purchase Agreement in a manner that decreases the Offer Consideration or changes the form of the Offer Consideration; provided that (i) nothing in this Agreement shall relieve any party hereto from liability for any breach of this Agreement prior to its termination and (ii) this Section 7 and Section 9 hereof shall survive any termination of this Agreement.

9. No Limitation. Nothing in this Agreement shall be construed to prohibit, limit or affect Shareholder or any of Shareholder’s Representatives who is an officer of the Company or member of the Boards from (i) taking any action (or omitting to take any action) in his or her capacity as an officer of the Company or member of the Boards, including in exercising rights under the Purchase Agreement, and/or from taking any action with respect to any Acquisition Proposal in his or her capacity as such an officer or director and (ii) exercising its or their fiduciary duties as an officer or director to the Company or its stakeholders.

10. Miscellaneous.

(a) Registration Rights Agreement. To the extent Shareholder is a party to that certain Registration Rights Agreement, dated as of [    ], 2013, by and between the Company and the other shareholders of the Company party thereto (the “Registration Rights Agreement”), contingent upon, and effective as of immediately prior to, the Closing, Shareholder hereby approves and consents to the termination of the Registration Rights Agreement and waives any and all rights Shareholder may have thereunder. Shareholder further agrees not to exercise any rights it may have under the Registration Rights Agreement prior to the earlier to occur of the Closing or the termination of this Agreement in accordance with its terms.

(b) Entire Agreement; Third-Party Beneficiaries. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and thereof. This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is intended to confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Agreement.

(c) Reasonable Efforts. Subject to the terms and conditions of this Agreement, Shareholder agrees to use all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective the arrangements contemplated hereby. Upon Parent’s reasonable request and without further consideration, Shareholder shall execute and deliver such additional documents and take all such further lawful action as may be necessary or desirable to consummate and make effective, in the most expeditious manner practicable, the arrangements contemplated hereby. Without limiting the foregoing, Shareholder shall execute and deliver to Parent and any of its designees any proxies, including with respect to Additional Owned Shares, reasonably requested by Parent with respect to Shareholder’s voting and consent obligations under this Agreement.

(d) No Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties (whether by operation of law or otherwise) without the prior written consent of the other parties, and any attempted or purported assignment in violation of this Section 10(c) will be null and void; provided, however, that each of Parent or Buyer may assign this Agreement and any of their respective rights and obligations hereunder to any direct or indirect Subsidiary of Parent without the consent of the Shareholder, but no such assignment shall relieve Parent or Buyer, as the case may be, of its obligations hereunder. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective permitted successors and assigns.

(e) Binding Successors. Without limiting any other rights Parent may have hereunder in respect of any Transfer of the Covered Shares, Shareholder agrees that this Agreement and the obligations hereunder shall attach to the Covered Shares beneficially owned by Shareholder and its controlled Affiliates and shall be binding upon any Person to which legal or beneficial ownership of such Covered Shares shall pass, whether by operation of law or otherwise, including, without limitation, Shareholder’s heirs, guardians, administrators, representatives or successors.

(f) Modification or Amendments. Subject to the provisions of applicable law, this Agreement may be amended, modified and supplemented in any and all respects by written agreement of the parties hereto with respect to any of the terms contained herein.

(g) Notice. All notices, requests and other communications to any party hereunder (each, a “Notice”) shall be in writing. Such Notice shall be deemed to have been given as of the date delivered to the following:

if to Parent or Buyer, to:

BioMarin Pharmaceutical Inc.

105 Digital Drive

Novato, CA 94949

Attention: Chief Executive Officer

with a copy, which shall not constitute notice, to:

BioMarin Pharmaceutical Inc.

105 Digital Drive

Novato, CA 94949

Attention: General Counsel

if to Shareholder:

At the address and facsimile number set forth on Schedule I hereto, to:

with copies, which shall not constitute notice, to:

Prosensa Holding N.V.

J.H. Oortweg 21

2333 CH Leiden

The Netherlands

Attention: Berndt Modig

Facsimile No.: +31 (0)71 33 22 088

E-mail: b.modig@prosensa.nl

or to such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other parties hereto. All such Notices shall refer specifically to this Agreement and shall be deemed given only if delivered by FedEx or by other internationally recognized overnight delivery service that maintains records of delivery, addressed to the parties at their respective addresses specified in this Section 10(f) or to such other address as the party to whom notice is to be given may have provided to the other party at least five days’ prior to such address taking effect in accordance with this Section 10(f).

(h) Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any Person or any circumstance, is found by a court or other Governmental Authority of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as would be enforceable.

(i) Specific Performance and Other Remedies. The parties hereto agree that irreparable harm would occur if any of the provisions of this Agreement were not performed in accordance with their specific terms on a timely basis or were otherwise breached. It is accordingly agreed that, without posting bond or other undertaking, the parties shall be entitled to injunctive or other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any court of competent jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity. In the event that any such action is brought in equity to enforce the provisions of this Agreement, no party will allege, and each party hereby waives the defense or counterclaim, that there is an adequate remedy at law. The parties hereto further agree that (i) by seeking any remedy provided for in this Section 10(h), a party shall not in any respect waive its right to seek any other form of relief that may be available to such party under this Agreement and (ii) nothing contained in this Section 10(h) shall require any party hereto to institute any action for (or limit such party’s right to institute any action for) specific performance under this Section 10(h) before exercising any other right under this Agreement.

(j) No Waiver. The failure of any party hereto to exercise any right, power or remedy provided under this Agreement or otherwise available in respect hereof at law or in equity, or to insist upon compliance by any other party hereto with such party’s obligations hereunder, and any custom or practice of the parties at variance with the terms hereof, shall not constitute a waiver by such party of such party’s right to exercise any such or other right, power or remedy or to demand such compliance.

(k) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law rules of such state.

(l) Submission to Jurisdiction. The parties hereto agree that any Action seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be brought in any state or United States federal court located in the County of New York, New York, United States, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such Action and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such Action in any such court or that any such Action brought in any such court has been brought in an inconvenient forum. Process in any such Action may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(f) shall be deemed effective service of process on such party.

(m) Waiver of Jury Trial. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY FOR ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE BREACH, TERMINATION OR VALIDITY THEREOF OR ANY TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (i) NEITHER THE OTHER PARTY HERETO NOR ITS REPRESENTATIVES, AGENTS OR ATTORNEYS HAVE REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY HERETO UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY HERETO MAKES THIS WAIVER VOLUNTARILY AND (iv) EACH PARTY HERETO HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS OF THIS SECTION 10(l). ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

(n) Interpretation. The descriptive headings used in this Agreement are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement. The words “include,” “includes” and “including” shall be deemed to be followed by “without limitation” whether or not they are in fact followed by such words or words of like import. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. No provision of this Agreement shall be interpreted for or against any party hereto because that party or its legal representatives drafted the provision. The words “hereof,” “hereto,” “hereby,” “herein,” “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not any particular section in which such words appear.

(o) Counterparts. This Agreement may be executed in counterparts, each of which will be deemed to constitute an original, but all of which shall constitute one and the same agreement, and may be delivered by facsimile or other electronic means intended to preserve the original graphic or pictorial appearance of a document.

(p) Expenses. Except as otherwise expressly provided in this Agreement, all direct and indirect costs and expenses incurred in connection with this Agreement shall be borne by the party incurring such expenses.

(q) No Ownership Interest. Each Shareholder has agreed to enter into this Agreement and act in the manner specified in this Agreement for consideration. Except as expressly set forth in this Agreement, nothing contained in this Agreement shall be deemed, upon execution, to vest in Parent or Buyer any direct or indirect ownership or incidence of ownership of or with respect to any Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to Shareholder, and Parent shall have no authority to manage, direct, superintend, restrict, regulate, govern or administer any of the policies or operations of the Company or exercise any power or authority to direct Shareholder in the voting of any of the Covered Shares, except as otherwise provided in this Agreement. Nothing in this Agreement shall be interpreted as creating or forming a “group” with any other Person, including Parent, for purposes of Rule 13d-5(b)(1) of the 1934 Act or any other similar provision of Applicable Law.

[Signature page follows.]

IN WITNESS WHEREOF, each of Parent, Buyer and Shareholder has caused this Agreement to be signed by its duly authorized officer as of the date first written above.

BIOMARIN PHARMACEUTICAL INC.
By:
	Name:	Jean-Jacques Bienaimé
	Title:	Chief Executive Officer
BIOMARIN FALCONS B.V.
By:
	Name:	G. Eric Davis
	Title:	Managing Director

[Signature Page to Tender and Support Agreement]

IN WITNESS WHEREOF, each of Parent, Buyer and Shareholder has caused this Agreement to be signed by its duly authorized officer as of the date first written above.

[                    ]
By:
	Name:
	Title:

SPOUSAL CONSENT

The undersigned represents that the undersigned is the spouse of Shareholder and that the undersigned is familiar with the terms of the Tender and Support Agreement (the “Agreement”), entered into as of November 21, 2014, by and among BioMarin Pharmaceutical Inc., a Delaware corporation (“Parent”), and BioMarin Falcons B.V., a private company with limited liability organized under the laws of The Netherlands and a wholly owned indirect subsidiary of Parent (“Buyer”), and the undersigned’s spouse (the “Shareholder”). All capitalized terms that are used but not defined herein shall have the respective meanings ascribed to them in the Agreement. The undersigned hereby agrees that the interest of Shareholder in all property which is the subject of such Agreement shall be irrevocably bound by the terms of such Agreement and by any amendment, modification, waiver or termination signed by Shareholder. The undersigned further agrees that the undersigned’s community property interest in all property which is the subject of such Agreement shall be irrevocably bound by the terms of such Agreement, and that such Agreement shall be binding on the executors, administrators, heirs and assigns of the undersigned. The undersigned further authorizes Shareholder to amend, modify or terminate such Agreement, or waive any rights thereunder, and that each such amendment, modification, waiver or termination signed by Shareholder shall be binding on the community property interest of undersigned in all property which is the subject of such Agreement and on the executors, administrators, heirs and assigns of the undersigned, each as fully as if the undersigned had signed such amendment, modification, waiver or termination.

Dated: [                    ]	SPOUSE:
	Signature:
	Print name:

(Signature Page to Spousal Consent)

EX-99.(E)(8)

Exhibit (e)(8)

EMPLOYMENT CONTRACT

THE UNDERSIGNED:

Prosensa Holding B.V., a limited liability company under Dutch law, having its registered office at J.H. Oortweg 21, 2333 CH Leiden, The Netherlands, represented by its Supervisory Board which is represented by the chairman Daan Ellens, hereinafter referred to below as ‘Prosensa’;

and

Mr Hans Schikan, residing at [        ] born on [        ], tax registration number [        ], hereinafter referred to below as the ‘Management Board Member’;

Prosensa and the Management Board Member in the following also referred to individually as “Party” or collectively as “Parties”.

WHEREAS:

A. As of January 1, 2009 the Management Board Member has entered Prosensa’s service for an indefinite period of time in the position of Chief Executive Officer. On December 18, 2008 the Management Board member has been appointed statutory director (“statutair directeur”) of Prosensa;

B. The Parties have entered into an employment agreement for an indefinite period of time on October 27, 2008 (“Previous Employment Agreement”);

C. The Parties intend to replace the Previous Employment Agreement by this employment contract (“Employment Contract”) with effect as of January 1, 2011 (the “Effective Date”).

D. The Parties want to confirm their agreement on the terms and conditions of the Employment Contract and declare to have agreed as follows:

1. DURATION AND POSITION

1.1 The Management Board Member serves for an indefinite period of time in the position of Chief Executive Officer and /Statutory Director (“statutair directeur”) of Prosensa pursuant to this Employment Contract. As of the Effective Date, the Previous Employment Agreement, including all amendments and ancillary agreements pertaining thereto, shall be replaced by this Employment Contract.

2. AVERAGE HOURS

The work will be performed for an average of 40 hours a week.

3. TERMINATION

3.1 Each of the parties may terminate this Employment Contract with observance of the notice period set forth in paragraph 3.2 of this Article 3.

3.2 The notice period is three months for the Management Board Member and six months for Prosensa. Notice of termination must be given in writing, effective at the end of the month.

3.3 This Employment Contract can forthwith be terminated by either Party (without any notice period being required) in the event of an urgent reason (dringende reden).

3.4 This Employment Contract shall in any event terminate at the end of the month in which the Management Board Member reaches the pensionable age according to Dutch law.

4. RESPONSIBILITIES

4.1 The Management Board Member’s duties and tasks are set forth in the job description attached as Schedule 1.

4.2 The Management Board Member shall perform the work assigned to him to the best of his abilities, taking into consideration the Articles of Association of Prosensa. The Management Board Member shall, if this is required, carry out activities other than those within the scope of his normal duties.

4.3 The Management Board Member shall have all the powers that the Articles of Association of Prosensa and the Dutch Civil Code grant to the statutory

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director in the position of a Chief Executive Officer of a limited liability company (“besloten vennootschap”). The Management Board Member shall, however, subject to the responsibilities and other requirements under the law, not make any of the decisions and/or take any of the actions that require prior approval of the Supervisory Board and/or shareholders of Prosensa pursuant to the latest applicable shareholders agreement without having obtained such approval first.

5. WORKING HOURS AND WORKING PLACE

5.1 The Management Board Member is expected to perform his work from time to time also outside normal working hours. A compensation for overtime work is deemed to be included in the Management Board Member’s salary.

5.2 The Management Board Member’s customary place of work is at the premises of Prosensa in Leiden; the Management Board Member shall, save for travelling, perform his work for the majority of time at the premises of Prosensa in Leiden.

6. FIXED SALARY

6.1 The Management Board Member’s gross annual fixed salary amounts to €275,000 (including 8% holiday pay). The monthly salary shall, subject to the deductions by law, be paid at the end of each month.

6.2 Payment of the holiday allowance (8% of gross annual fixed salary) will be made in the month of May or on the date of termination of the Employment Contract. The entitlement to holiday allowance will accrue pro rata to the duration of the employment between June 1 and May 31.

6.3 Prosensa shall review the salary on an annual basis, at the latest at the end of March each year.

7. VARIABLE SALARY

As of the Effective Date, the Management Board Member shall become eligible for a bonus. The Management Board Member is entitled to a bonus of 50% (fifty percent) of his gross annual fixed salary as referred to in Article 6 paragraph 6.1 if

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all milestones and deliverables in any business year are met. Within the first three months after the end of the business year, the degree of achievement of the milestones and deliverables during such business year shall be determined by Prosensa and the Management Board Member in good faith. The bonus for the business year shall be due pro rata to the degree of target achievement. The bonus shall be paid within the first three months after the respective business year has ended. The bonus schedule for any subsequent years and the milestones attached thereto shall be determined in good faith by mutual agreement of the Management Board Member and Prosensa by the end of the third month of the respective business year, at the latest. The specified terms and conditions for the business year January 1, 2011 to December 31, 2011 are set forth in Schedule 2 hereto. The bonus for that period, if any, shall be paid ultimately in March 2012, provided that the Management Board Member is in the service of Prosensa on December 31, 2011.

8. STOCK OPTIONS

8.1 Under Prosensa’s stock option plan 2007 (the “2007 Plan”), the Management Board Member has been granted 450,000 (four-hundred-fifty- thousand) options to acquire depository receipts of shares in Prosensa Holding B.V. In addition thereto, under Prosensa’s 2010 equity incentive plan (the “2010 Plan”), the Management Board Member has been granted, or is granted simultaneously with the conclusion of this Employment Contract, 180,000 (one-hundred-eighty- thousand) options to acquire depository receipts of shares in Prosensa Holding B.V. These grants are subject to the terms and conditions of the respective agreements.

8.2 The Management Board Member acknowledges that the granting of options to the Management Board Member in addition to those summarized in paragraph 8.1 above is at the sole discretion of Prosensa and this Employment Contract does not create an automatic right to be granted additional options.

8.3 All options granted to the Management Board Member shall be deemed to be immediately vested in the event of a Change of Control and provided that the Management Board Member is at the time such Change of Control occurs still employed by Prosensa. Change of Control shall have the meaning defined in Article 19 paragraph 19.2.

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9. EXPENSES

9.1 Prosensa will reimburse the Management Board Member all his reasonable and authorized out-of-pocket expenses incurred in the performance of his duties upon submission of all the relevant invoices.

9.2 The Management Board Member shall be compensated for the use of his own car by payment of a fixed gross amount of € 1,700 per month (“Car Allowance”). For the commute between home and work and for business use, the Management Board Member shall be paid the maximum net reimbursement set out in the 1964 Income Tax Act, which amount is included in the Car Allowance.

9.3 Prosensa will offer assistance to the Management Board Member with his tax declaration in The Netherlands for the years 2010 and 2011. The costs of this assistance shall be borne by Prosensa.

9.4 Prosensa shall provide the Management Board Member with a mobile phone and a laptop computer. All costs relating to the use of the mobile phone and laptop computer shall be borne by Prosensa. The Management Board Member is entitled to reasonable private use of the laptop computer and mobile phone.

9.5 In addition, each month and together with the payment of the Management Board Member’s monthly salary, Prosensa shall pay the Management Board Member the sum of € 300.00 net of taxes, if any, as reimbursement of expenses that do not lend themselves to specification in an itemised claim.

10. PENSION INSURANCE / GROUP PRIVATE HEALTH INSURANCE

10.1 The Management Board Member participates in Prosensa’s collective pension scheme with Centraal Beheer under the terms and conditions attached hereto as Schedule 3. The pension scheme is based on “beschikbaar premiestelsel”. The premium shall be determined on the basis of the fixed annual salary of the Management Board Member (therefore excluding bonus, stock options and expenses, but including 8% holiday allowance). The premium thereof shall be borne by the Management Board Member in the amount of 5% and by Prosensa in the amount of 95%.

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10.2 The Management Board Member may participate in the group private health insurance concluded by Prosensa with “De Amersfoortse”. The premium thereof shall be borne by the Management Board Member (save for the contribution that Prosensa is required to make by law).

10.3 Prosensa shall support a bi-annual medical examination of the Management Board Member with a financial contribution of € 1,000.00 every two years.

11. VACATION DAYS

The Management Board Member is entitled to 25 paid vacation days per calendar year, based on full-time employment and to be taken in consultation with Prosensa. The holiday rights will accrue pro rata to the duration of the employment during the calendar year. The Management Board Member can transfer a maximum of 10 vacation days to the next calendar year.

12. DISABILITY FOR WORK

12.1 If the Management Board Member is at any time disabled for work, he must inform Prosensa (or have Prosensa informed) accordingly (by telephone) before 9:00 a.m. The Management Board Member must follow the instructions given by the Arbodienst (Working Conditions Service).

12.2 If the Management Board Member is disabled for work, Prosensa will continue to pay to the Management Board Member his fixed gross monthly salary according to the following scheme:

The first 52 weeks:	100	%
The second 52 weeks:	70	%

12.3 In the event that the Management Board Member is disabled for work due to reasons for which a third party is liable, the Management Board Member shall render all reasonable assistance to Prosensa and Prosensa’s insurance company as required by Prosensa and/or its insurance company to claim any salary and other consideration paid by Prosensa or its insurance company to the Management Board Member during the period that the Management Board Member is disabled for work due to such third party.

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12.4 Prosensa shall reimburse the Management Board Member in the amount of up to € 4,200.00 per year for the costs of a disability insurance taken in by the Management Board Member, upon presentation of the respective invoice. To the extent permissible, the reimbursement of up to € 4,200.00 shall be paid net of income tax chargeable thereupon.

13. ACCIDENT INSURANCE

The Company shall hold an accident insurance to the favour of the Management Board Member with the following cover:

• in the case of death: € 500,000

• in the case of invalidity: € 500,000

14. CONFIDENTIALITY

The Management Board Member undertakes to observe confidentiality in respect of all confidential information of Prosensa and the enterprise of Prosensa and its affiliates that comes to his knowledge while performing his work under this Employment Contract. Except as required for the proper performance of his functions and obligations under this Employment Contract, the Management Board Member will be prohibited, both during this Employment Contract and after its termination, from disclosing confidential information in any manner whatsoever to third parties, either directly or indirectly, in any form and in any manner whatsoever, regarding Prosensa’s business, its principals and its contacts, all of this in the broadest sense of the words.

15. SIDELINE ACTIVITIES AND ACCEPTANCE OF BENEFITS

15.1 The Management Board Member undertakes during the term of this Employment Contract not to perform any work for another employer or principal, either directly or indirectly, and to refrain from doing business for his own account and risk, without Prosensa’s express consent. An overview of current and permitted sideline activities of the Management Board Member, if any, is provided in Schedule 4.

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15.2 The Management Board Member will be prohibited without Prosensa’s prior written consent from accepting or stipulating any benefit, either directly or indirectly, in any form whatsoever, by any name whatsoever, from Prosensa’s principals or former principals, customers or former customers and/or contacts or former contacts.

16. NON-COMPETITION CLAUSE

For a period of six months after termination of this Employment Contract, the Management Board Member will be prohibited, in any manner whatsoever, from establishing, conducting, co-conducting or causing the conduct of any business that is similar or related to that of Prosensa, either directly or indirectly, from having a financial interest (excluding an interest as referred to in the last sentence of this Article 16) in such a business in any form whatsoever, either directly or indirectly, from working in or for such a business in any manner whatsoever, whether or not for remuneration, and from having a share of any kind whatsoever in such a business, unless otherwise agreed in writing. This does not apply to shares held in publicly listed companies to the extent the shareholding does not exceed 1% in each case, and not to shares or depository receipts for shares in enterprises not publicly listed if such shares do not vest the Management Board Member with a dominant position in the respective enterprise. The Management Board Member will also comply with applicable insider trading regulations.

17. PENALTY

If the Management Board Member violates any of the provisions of Articles 14, 15 and 16 of this Agreement despite a warning notice submitted by Prosensa to the Management Board Member in written form, he will forfeit (expressly contrary to the provisions of Article 7:650(3) and (5) of the Dutch Civil Code) a penalty payable immediately of € 50,000 per violation and € 2,500 for each day or part of a day on which the violation continues or is repeated, without prejudice to Prosensa’s right to recover its full loss from the Management Board Member, if such loss is higher.

18. LIABILITY INSURANCE

Prosensa provides the Management Board Member with an Insurance that will cover for ‘statutory director liability’. The premiums will be borne by Prosensa.

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19. CHANGE OF CONTROL

19.1 Prosensa wishes to give the Management Board Member some degree of protection in the case of a change of control. Upon a change of control as defined in paragraph 19.2 below (“Change of Control”), the Management Board Member will be entitled to a lump sum payment per paragraph 19.4 below if one of the events described in paragraph 19.3 below occurs.

19.2 A Change of Control shall mean any event by which a party, or several parties related to each other, affiliated with each other and/or acting jointly, (“Acquirer”) obtain control over Prosensa, in particular (without limitation) ownership, directly or indirectly, legally or beneficially, of more than 50% of the capital stock or the assets of Prosensa, or the power to exercise more than 50% of the voting rights of Prosensa, or the power to appoint more than 50% of the members of the board of Prosensa or such other body which is legally representing Prosensa, or the right to manage the affairs of Prosensa. In case that Prosensa’s shares are listed on a stock exchange, the aforementioned threshold of (more than) 50% shall be replaced by 30% or such other threshold which accurately reflects control in a listed company. It is agreed that the following events shall not be considered a Change of Control for purposes of this Employment Contract: (i) the acquisition of control over Prosensa as a non-listed company by an Acquirer who is already shareholder in Prosensa at the time of conclusion of this Employment Contract or (ii) a capital increase of Prosensa as a non-listed company by which a venture capital investor which is not already shareholder in Prosensa at the time of conclusion of this Employment Contract (“Third Party VC Investor”) assumes control over Prosensa (unless the venture capital investors of Prosensa holding shares in Prosensa at the time of conclusion of this Employment Contract sell their shares to such Third Party VC Investor within 12 months after such Third Party VC Investor’s obtaining control over Prosensa).

19.3. The Management Board Member will be entitled to a lump sum payment per paragraph 19.4 below if, in each case within 12 months following the day such a Change of Control takes effect, (i) Prosensa submits to the Management Board

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Member a notice of termination of the Employment Contract in conformity with the Employment Contract (except for a termination for an urgent reason – “dringende reden” – for which the Management Board Member is responsible and that has been immediately communicated to the Management Board Member as provided for by law) or (ii) a mutual agreement on the termination of the Employment Contract is concluded.

The Management Board Member will also be entitled to a lump sum payment per paragraph 19.4 below if he submits a notice of termination of this Employment Contract within 12 months following the day such a Change of Control takes effect, provided, however, that such entitlement to the lump sum payment per paragraph 19.4 shall not exist if, prior to the Management Board Member submitting the notice of termination, the Management Board Member has been given a written offer of employment with Prosensa, the Acquirer or an affiliate of the Acquirer that is at least equivalent to the position of the Management Board Member immediately prior to the Change of Control in terms of total compensation (including equity based compensation) and responsibilities.

For the avoidance of doubt, notices of termination of the Employment Contract referred to in this paragraph 19.3 shall in each case be in observance of the respective notice period set forth in the Employment Contract or such other notice period which may be admissible under the law. However, for purposes of safeguarding the period of 12 months following the day such a Change of Control takes effect, as required by this paragraph 19.3 for triggering the entitlement to a lump sum payment per paragraph 19.4, the timely submission of the notice of termination shall suffice, regardless of when the termination becomes effective.

19.4 Upon a Change of Control, and provided that the conditions in paragraph 19.3 have been met, the Management Board Member is entitled to a lump sum payment upon termination of the employment of 150% of the annual gross fixed salary in effect at the time of the Change of Control. Further rights of the Management Board Member to compensation under the Employment Contract remain unaffected.

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20. COMPENSATION UPON TERMINATION

If at any time Prosensa decides to terminate the Employment Contract (“Termination”) other than (a) through summary dismissal for an urgent cause for which the Management Board Member is responsible and that has been immediately communicated to the Management Board Member as provided for by law, or (b) after a period of illness of two years on the part of the Management Board Member, the Management Board Member shall be entitled to compensation from Prosensa as hereafter provided. “Termination” as referred to in the preceding sentence shall not include termination of the contract by operation of law by reason of the Management Board Member having reached the pensionable age as referred to in Article 3 paragraph 3.4, but shall include judicial rescission, at Prosensa’s request, due to serious cause pursuant to Article 7:685 of the Netherlands Civil Code, where rescission is granted on the grounds of change in circumstances within the meaning of Article 7:685 of the Netherlands Civil Code. The compensation shall be an amount equal to 1.0 of the Annual Remuneration. For the purpose of this provision, “Annual Remuneration” shall be the sum of (i) the gross annual fixed salary set out in Article 6 paragraph 6.1 that is valid at the time of termination notice and (ii) the average variable salary as referred to in Article 7, for the last two calendar years preceding the termination of the Employment Contract or the shorter period if the Employment Contract has not lasted yet on the termination date for two years. The compensation shall be paid to the Management Board Member by Prosensa in a lump sum within 30 days after the termination of the Employment Contract in a manner to be specified by the Management Board Member, provided that the payment in accordance with such instructions are legal and do not lead to additional costs for Prosensa compared to the normal costs related to payment of the monthly salary and bonus. If the Employment Contract is rescinded pursuant to Article 7:685 of the Netherlands Civil Code and the court awards a compensation to the Management Board Member, the amount of the award shall be deducted from the amount of the compensation to which the Management Board Member is entitled under this Article 20.

21. PROSENSA’S PROPERTY

21.1 All property that Prosensa has made available to the Management Board Member during this Employment Contract must immediately be returned to Prosensa, without any request to that effect being made, upon termination of this Employment Contract or at such earlier date as requested by Prosensa.

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21.2 If the Management Board Member develops any works, concepts or other results that is or can be protected by any intellectual property rights (including but not limited to know how, patents, models, database rights and copyright) in the performance of his work for Prosensa (either within or outside the agreed working hours), ownership, rights and title of all such works, concepts or the results and all intellectual property rights related thereto shall vest in Prosensa. All works, concepts or other results that are developed by the Management Board Member during the term of his Employment Contract and/or for which a patent application has been filed within 1 year after termination thereof and that fall within the field of business of Prosensa are deemed to be developed in the performance of his work for Prosensa.

21.3 Insofar as possible the Management Board Member will fully cooperate in the transfer and/or creation of the intellectual property rights referred to in paragraph 21.2 for Prosensa’s benefit.

21.4 Apart from his gross annual fixed salary described in Article 6 paragraph 6.1, the Management Board Member will not be entitled to any separate compensation for the creation of the intellectual property rights described in paragraph 21.2 and/or for the cooperation described in paragraph 21.3. The compensation will be deemed to be included in such salary.

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APPLICABLE LAW

This Employment Contract and all disputes arising thereof are governed by and construed in all respects in accordance with the laws of The Netherlands. Any dispute arising from or connected with this Employment Contract will be exclusively adjudicated by the competent court in Amsterdam, the Netherlands.

No Collective Labour Agreement (‘CAO’) is applicable to this Employment Contract.

Drawn up and signed in duplicate originals in Leiden, The Netherlands.

Date	22 MARCH 2011
Prosensa Holding B.V.
Mr. Daan Ellens, Chairman of the Supervisory Board
/s/ Mr. Daan Ellens
Mr. Hans Schikan
/s/ Mr. Hans Schikan

Enclosures:

• Schedule 1 Job description

• Schedule 2 Bonus schedule (maximum 50% of salary)

• Schedule 3 Pension schedule

• Schedule 4 Sideline activities

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EX-99.(E)(9)

Exhibit (e)(9)

EMPLOYMENT CONTRACT

THE UNDERSIGNED:

Prosensa Holding B.V., a limited liability company under Dutch law, having its registered office at J.H. Oortweg 21, 2333 CH Leiden, The Netherlands, represented by its Supervisory Board which is represented by the chairman Daan Ellens, hereinafter referred to below as ‘Prosensa’;

and

Mr. Berndt Modig, residing at [        ], born on [        ], passport numbers [        ] and [        ], hereinafter referred to below as the ‘Management Board Member’;

Prosensa and the Management Board Member in the following also referred to individually as “Party” or collectively as “Parties”.

WHEREAS:

A. As of March 1, 2010 the Management Board Member has entered Prosensa’s service for an indefinite period of time in the position of Chief Financial Officer. On June 29, 2010 the Management Board member has been appointed statutory director (“statutair directeur”) of Prosensa;

B. The Parties have entered into an employment agreement for an indefinite period of time on February 10, 2010 (“Previous Employment Agreement”);

C. The Parties intend to replace the Previous Employment Agreement by this employment contract (“Employment Contract”) with effect as of January 1, 2011 (the “Effective Date”).

D. The Parties want to confirm their agreement on the terms and conditions of the Employment Contract and declare to have agreed as follows:

1. DURATION AND POSITION

1.1 The Management Board Member serves for an indefinite period of time in the position of Chief Financial Officer and /Statutory Director (“statutair directeur”) of Prosensa pursuant to this Employment Contract. As of the Effective Date, the Previous Employment Agreement, including all amendments and ancillary agreements pertaining thereto, shall be replaced by this Employment Contract.

2. AVERAGE HOURS

The work will be performed for an average of 40 hours a week.

3. TERMINATION

3.1 Each of the parties may terminate this Employment Contract with observance of the notice period set forth in paragraph 3.2 of this Article 3.

3.2 The notice period is three months for the Management Board Member and six months for Prosensa. Notice of termination must be given in writing, effective at the end of the month.

3.3 This Employment Contract can forthwith be terminated by either Party (without any notice period being required) in the event of an urgent reason (dringende reden).

3.4 This Employment Contract shall in any event terminate at the end of the month in which the Management Board Member reaches the pensionable age according to Dutch law.

4. RESPONSIBILITIES

4.1 The Management Board Member’s duties and tasks are set forth in the job description attached as Schedule 1.

4.2 The Management Board Member shall perform the work assigned to him to the best of his abilities, taking into consideration the Articles of Association of Prosensa. The Management Board Member shall, if this is required, carry out activities other than those within the scope of his normal duties.

4.3 The Management Board Member shall have all the powers that the Articles of Association of Prosensa and the Dutch Civil Code grant to the statutory

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director in the position of a Chief Financial Officer of a limited liability company (“besloten vennootschap”). The Management Board Member shall, however, subject to the responsibilities and other requirements under the law, not make any of the decisions and/or take any of the actions that require prior approval of the Supervisory Board and/or shareholders of Prosensa pursuant to the latest applicable shareholders agreement without having obtained such approval first.

5. WORKING HOURS AND WORKING PLACE

5.1 The Management Board Member is expected to perform his work from time to time also outside normal working hours. A compensation for overtime work is deemed to be included in the Management Board Member’s salary.

5.2 The Management Board Member’s customary place of work is at the premises of Prosensa in Leiden; the Management Board Member shall, save for travelling, perform his work for the majority of time at the premises of Prosensa in Leiden.

6. FIXED SALARY

6.1 The Management Board Member’s gross annual fixed salary amounts to €195,000 (including 8% holiday pay). The monthly salary shall, subject to the deductions by law, be paid at the end of each month.

6.2 Payment of the holiday allowance (8% of gross annual fixed salary) will be made in the month of May or on the date of termination of the Employment Contract. The entitlement to holiday allowance will accrue pro rata to the duration of the employment between June 1 and May 31.

6.3 Prosensa shall review the salary on an annual basis, at the latest at the end of March each year.

7. VARIABLE SALARY

As of the Effective Date, the Management Board Member shall become eligible for a bonus. The Management Board Member is entitled to a bonus of 30% (thirty percent) of his gross annual fixed salary as referred to in Article 6 paragraph 6.1 if

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all milestones and deliverables in any business year are met. Within the first three months after the end of the business year, the degree of achievement of the milestones and deliverables during such business year shall be determined by Prosensa and the Management Board Member in good faith. The bonus for the business year shall be due pro rata to the degree of target achievement. The bonus shall be paid within the first three months after the respective business year has ended. The bonus schedule for any subsequent years and the milestones attached thereto shall be determined in good faith by mutual agreement of the Management Board Member and Prosensa by the end of the third month of the respective business year, at the latest. The specified terms and conditions for the business year January 1, 2011 to December 31, 2011 are set forth in Schedule 2 hereto. The bonus for that period, if any, shall be paid ultimately in March 2012, provided that the Management Board Member is in the service of Prosensa on December 31, 2011.

8. STOCK OPTIONS

8.1 Under Prosensa’s 2010 equity incentive plan (the “2010 Plan”), the Management Board Member has been granted, or is granted simultaneously with the conclusion of this Employment Contract, 190,000 (one-hundred-ninety thousand) options to acquire depository receipts of shares in Prosensa Holding B.V. and 20,000 (twenty thousand) depositary receipts of Prosensa Holding B.V. under a restricted share agreement. These grants are subject to the terms and conditions of the respective agreements.

8.2 The Management Board Member acknowledges that the granting of options and depositary receipts to the Management Board Member in addition to those summarized in paragraph 8.1 above is at the sole discretion of Prosensa and this Employment Contract does not create an automatic right to be granted additional options or depositary receipts.

8.3 All options and depositary receipts granted to the Management Board Member shall be deemed to be immediately vested in the event of a Change of Control and provided that the Management Board Member is at the time such Change of Control occurs still employed by Prosensa. Change of Control shall have the meaning defined in Article 19 paragraph 19.2.

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9. EXPENSES

9.1 Prosensa will reimburse the Management Board Member all his reasonable and authorized out-of-pocket expenses incurred in the performance of his duties upon submission of all the relevant invoices.

9.2 The Management Board Member shall be compensated for the use of his own car by payment of a fixed gross amount of € 1,500 per month (“Car Allowance”). For the commute between home and work and for business use, the Management Board Member shall be paid the maximum net reimbursement set out in the 1964 Income Tax Act, which amount is included in the Car Allowance. It is agreed that for the time being Prosensa grants the Management Board Member, instead of the Car Allowance, the use of a lease car with a current lease price of € €1,386 per month exclusive VAT and expenses. The section concerning ‘car lease’ of the Employee Handbook is applicable with respect to such use. If the lease agreement for the lease car terminates, the Management Board Member shall have the right to choose the Car Allowance instead of the provision of a lease car. If the Management Board Member does not choose the Car Allowance, Prosensa shall provide the Management Board Member with a lease car on the basis of a new lease agreement and pursuant to the terms set forth in this paragraph 9.2. For the avoidance of doubt, the Management Board Member’s right to choose the Car Allowance shall be triggered again each time a new lease agreement terminates.

9.3 Prosensa will offer assistance to the Management Board Member with his tax declaration in The Netherlands for the years 2010 and 2011. The costs of this assistance shall be borne by Prosensa.

9.4 Prosensa shall provide the Management Board Member with a mobile phone and a laptop computer. All costs relating to the use of the mobile phone and laptop computer shall be borne by Prosensa. The Management Board Member is entitled to reasonable private use of the laptop computer and mobile phone.

9.5 In addition, each month and together with the payment of the Management Board Member’s monthly salary, Prosensa shall pay the Management Board Member the sum of € 300.00 net of taxes, if any, as reimbursement of expenses that do not lend themselves to specification in an itemised claim.

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10. PENSION INSURANCE / GROUP PRIVATE HEALTH INSURANCE

10.1 The Management Board Member participates in Prosensa’s collective pension scheme with Centraal Beheer under the terms and conditions attached hereto as Schedule 3. The pension scheme is based on “beschikbaar premiestelsel”. The premium shall be determined on the basis of the fixed annual salary of the Management Board Member (therefore excluding bonus, stock options and expenses, but including 8% holiday allowance). The premium thereof shall be borne by the Management Board Member in the amount of 5% and by Prosensa in the amount of 95%.

10.2 The Management Board Member may participate in the group private health insurance concluded by Prosensa with “De Amersfoortse”. The premium thereof shall be borne by the Management Board Member (save for the contribution that Prosensa is required to make by law).

10.3 Prosensa shall support a bi-annual medical examination of the Management Board Member with a financial contribution of € 1,000.00 every two years.

11. VACATION DAYS

The Management Board Member is entitled to 25 paid vacation days per calendar year, based on full-time employment and to be taken in consultation with Prosensa. The holiday rights will accrue pro rata to the duration of the employment during the calendar year. The Management Board Member can transfer a maximum of 10 vacation days to the next calendar year.

12. DISABILITY FOR WORK

12.1 If the Management Board Member is at any time disabled for work, he must inform Prosensa (or have Prosensa informed) accordingly (by telephone) before 9:00 a.m. The Management Board Member must follow the instructions given by the Arbodienst (Working Conditions Service).

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12.2 If the Management Board Member is disabled for work, Prosensa will continue to pay to the Management Board Member his fixed gross monthly salary according to the following scheme:

The first 26 weeks:	100	%
The second 26 weeks:	85	%
The next 52 weeks:	70	%

12.3 In the event that the Management Board Member is disabled for work due to reasons for which a third party is liable, the Management Board Member shall render all reasonable assistance to Prosensa and Prosensa’s insurance company as required by Prosensa and/or its insurance company to claim any salary and other consideration paid by Prosensa or its insurance company to the Management Board Member during the period that the Management Board Member is disabled for work due to such third party.

12.4 Prosensa shall reimburse the Management Board Member in the amount of up to € 4,200.00 per year for the costs of a disability insurance taken in by the Management Board Member, upon presentation of the respective invoice. To the extent permissible, the reimbursement of up to € 4,200.00 shall be paid net of income tax chargeable thereupon.

13. ACCIDENT INSURANCE

The Company shall hold an accident insurance to the favour of the Management Board Member with the following cover:

• in the case of death: € 500,000

• in the case of invalidity: € 500,000

14. CONFIDENTIALITY

The Management Board Member undertakes to observe confidentiality in respect of all confidential information of Prosensa and the enterprise of Prosensa and its affiliates that comes to his knowledge while performing his work under this Employment Contract. Except as required for the proper performance of his functions and obligations under this Employment Contract, the Management Board Member will be prohibited, both during this Employment Contract and after its

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termination, from disclosing confidential information in any manner whatsoever to third parties, either directly or indirectly, in any form and in any manner whatsoever, regarding Prosensa’s business, its principals and its contacts, all of this in the broadest sense of the words.

15. SIDELINE ACTIVITIES AND ACCEPTANCE OF BENEFITS

15.1 The Management Board Member undertakes during the term of this Employment Contract not to perform any work for another employer or principal, either directly or indirectly, and to refrain from doing business for his own account and risk, without Prosensa’s express consent. An overview of current and permitted sideline activities of the Management Board Member, if any, is provided in Schedule 4.

15.2 The Management Board Member will be prohibited without Prosensa’s prior written consent from accepting or stipulating any benefit, either directly or indirectly, in any form whatsoever, by any name whatsoever, from Prosensa’s principals or former principals, customers or former customers and/or contacts or former contacts.

16. NON-COMPETITION CLAUSE

For a period of six months after termination of this Employment Contract, the Management Board Member will be prohibited, in any manner whatsoever, from establishing, conducting, co-conducting or causing the conduct of any business that is similar or related to that of Prosensa, either directly or indirectly, from having a financial interest (excluding an interest as referred to in the last sentence of this Article 16) in such a business in any form whatsoever, either directly or indirectly, from working in or for such a business in any manner whatsoever, whether or not for remuneration, and from having a share of any kind whatsoever in such a business, unless otherwise agreed in writing. This does not apply to shares held in publicly listed companies to the extent the shareholding does not exceed 1% in each case, and not to shares or depository receipts for shares in enterprises not publicly listed if such shares do not vest the Management Board Member with a dominant position in the respective enterprise. The Management Board Member will also comply with applicable insider trading regulations.

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17. PENALTY

If the Management Board Member violates any of the provisions of Articles 14, 15 and 16 of this Agreement despite a warning notice submitted by Prosensa to the Management Board Member in written form, he will forfeit (expressly contrary to the provisions of Article 7:650(3) and (5) of the Dutch Civil Code) a penalty payable immediately of € 50,000 per violation and € 2,500 for each day or part of a day on which the violation continues or is repeated, without prejudice to Prosensa’s right to recover its full loss from the Management Board Member, if such loss is higher.

18. LIABILITY INSURANCE

Prosensa provides the Management Board Member with an Insurance that will cover for ‘statutory director liability’. The premiums will be borne by Prosensa.

19. CHANGE OF CONTROL

19.1 Prosensa wishes to give the Management Board Member some degree of protection in the case of a change of control. Upon a change of control as defined in paragraph 19.2 below (“Change of Control”), the Management Board Member will be entitled to a lump sum payment per paragraph 19.4 below if one of the events described in paragraph 19.3 below occurs.

19.2 A Change of Control shall mean any event by which a party, or several parties related to each other, affiliated with each other and/or acting jointly, (“Acquirer”) obtain control over Prosensa, in particular (without limitation) ownership, directly or indirectly, legally or beneficially, of more than 50% of the capital stock or the assets of Prosensa, or the power to exercise more than 50% of the voting rights of Prosensa, or the power to appoint more than 50% of the members of the board of Prosensa or such other body which is legally representing Prosensa, or the right to manage the affairs of Prosensa. In case that Prosensa’s shares are listed on a stock exchange, the aforementioned threshold of (more than) 50% shall be replaced by 30% or such other threshold which accurately reflects control in a listed company. It is agreed that the following events shall not be considered a Change of Control for purposes of this Employment Contract: (i) the acquisition of control over Prosensa as a non-listed company by an Acquirer who is already shareholder in Prosensa at

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the time of conclusion of this Employment Contract or (ii) a capital increase of Prosensa as a non-listed company by which a venture capital investor which is not already shareholder in Prosensa at the time of conclusion of this Employment Contract (“Third Party VC Investor”) assumes control over Prosensa (unless the venture capital investors of Prosensa holding shares in Prosensa at the time of conclusion of this Employment Contract sell their shares to such Third Party VC Investor within 12 months after such Third Party VC Investor’s obtaining control over Prosensa).

19.3. The Management Board Member will be entitled to a lump sum payment per paragraph 19.4 below if, in each case within 12 months following the day such a Change of Control takes effect, (i) Prosensa submits to the Management Board Member a notice of termination of the Employment Contract in conformity with the Employment Contract (except for a termination for an urgent reason – “dringende reden” – for which the Management Board Member is responsible and that has been immediately communicated to the Management Board Member as provided for by law) or (ii) a mutual agreement on the termination of the Employment Contract is concluded.

The Management Board Member will also be entitled to a lump sum payment per paragraph 19.4 below if he submits a notice of termination of this Employment Contract within 12 months following the day such a Change of Control takes effect, provided, however, that such entitlement to the lump sum payment per paragraph 19.4 shall not exist if, prior to the Management Board Member submitting the notice of termination, the Management Board Member has been given a written offer of employment with Prosensa, the Acquirer or an affiliate of the Acquirer that is at least equivalent to the position of the Management Board Member immediately prior to the Change of Control in terms of total compensation (including equity based compensation) and responsibilities.

For the avoidance of doubt, notices of termination of the Employment Contract referred to in this paragraph 19.3 shall in each case be in observance of the respective notice period set forth in the Employment Contract or such other notice period which may be admissible under the law. However, for purposes of

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safeguarding the period of 12 months following the day such a Change of Control takes effect, as required by this paragraph 19.3 for triggering the entitlement to a lump sum payment per paragraph 19.4, the timely submission of the notice of termination shall suffice, regardless of when the termination becomes effective.

19.4 Upon a Change of Control, and provided that the conditions in paragraph 19.3 have been met, the Management Board Member is entitled to a lump sum payment upon termination of the employment of 130% of the annual gross fixed salary in effect at the time of the Change of Control. Further rights of the Management Board Member to compensation under the Employment Contract remain unaffected.

19A. TRANSACTION BONUS

In addition to the remuneration components agreed in this Employment Contract, Prosensa shall pay the Management Board Member a one-time special bonus in the gross amount of € 100,000.00 (hereinafter “Transaction Bonus”) if, during the term of this Employment Contract a successful transfer of the ownership of the majority of shares or business of Prosensa has been effected, regardless of whether in one single or several steps. The criteria are:

(i) transfer of more than 50% of the issued shares in Prosensa to a party not affiliated with Prosensa at a price or other consideration at least equivalent to € 6.50 per share representing a nominal share value of € 0.01; or

(ii) any other transfer of economic ownership of more than 50% of the shares or more than 50% of the business of Prosensa at a price or other consideration at least equivalent to € 6.50 per share representing a nominal share value of € 0.01 (each such transfer hereinafter referred to as “Transaction”).

The Transaction Bonus shall be paid within 30 days after the Transaction has been completed, provided:

• the Employment Contract of the Management Board Member is in full force and effect at the time of completion of the Transaction; or

• The Transaction is completed within six (6) months following the termination of the Employment Contract in case the termination is initiated by Prosensa.

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For the avoidance of doubt, an initial public offering of shares in Prosensa shall not be considered a Transaction for purposes of this Article 19A. Also, the Transaction Bonus shall not be subject in whole or in part to repayment claims of Prosensa if the Transaction is rescinded after its completion or if the acquirer raises claims under guarantees, warranties or representations.

20. COMPENSATION UPON TERMINATION

If at any time Prosensa decides to terminate the Employment Contract (“Termination”) other than (a) through summary dismissal for an urgent cause for which the Management Board Member is responsible and that has been immediately communicated to the Management Board Member as provided for by law, or (b) after a period of illness of two years on the part of the Management Board Member, the Management Board Member shall be entitled to compensation from Prosensa as hereafter provided. “Termination” as referred to in the preceding sentence shall not include termination of the contract by operation of law by reason of the Management Board Member having reached the pensionable age as referred to in Article 3 paragraph 3.4, but shall include judicial rescission, at Prosensa’s request, due to serious cause pursuant to Article 7:685 of the Netherlands Civil Code, where rescission is granted on the grounds of change in circumstances within the meaning of Article 7:685 of the Netherlands Civil Code. The compensation shall be an amount equal to 0.5 of the Annual Remuneration. For the purpose of this provision, “Annual Remuneration” shall be the sum of (i) the gross annual fixed salary set out in Article 6 paragraph 6.1 that is valid at the time of termination notice and (ii) the average variable salary as referred to in Article 7, for the last two calendar years preceding the termination of the Employment Contract or the shorter period if the Employment Contract has not lasted yet on the termination date for two years. The compensation shall be paid to the Management Board Member by Prosensa in a lump sum within 30 days after the termination of the Employment Contract in a manner to be specified by the Management Board Member, provided that the payment in accordance with such instructions are legal and do not lead to additional costs for Prosensa compared to the normal costs related to payment of the monthly salary and bonus. If the Employment Contract is rescinded pursuant to Article 7:685 of the Netherlands Civil Code and the court awards a compensation to the Management Board Member, the amount of the award shall be deducted from the amount of the compensation to which the Management Board Member is entitled under this Article 20.

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21. PROSENSA’S PROPERTY

21.1 All property that Prosensa has made available to the Management Board Member during this Employment Contract must immediately be returned to Prosensa, without any request to that effect being made, upon termination of this Employment Contract or at such earlier date as requested by Prosensa.

21.2 If the Management Board Member develops any works, concepts or other results that is or can be protected by any intellectual property rights (including but not limited to know how, patents, models, database rights and copyright) in the performance of his work for Prosensa (either within or outside the agreed working hours), ownership, rights and title of all such works, concepts or the results and all intellectual property rights related thereto shall vest in Prosensa. All works, concepts or other results that are developed by the Management Board Member during the term of his Employment Contract and/or for which a patent application has been filed within 1 year after termination thereof and that fall within the field of business of Prosensa are deemed to be developed in the performance of his work for Prosensa.

21.3 Insofar as possible the Management Board Member will fully cooperate in the transfer and/or creation of the intellectual property rights referred to in paragraph 21.2 for Prosensa’s benefit.

21.4 Apart from his gross annual fixed salary described in Article 6 paragraph 6.1, the Management Board Member will not be entitled to any separate compensation for the creation of the intellectual property rights described in paragraph 21.2 and/or for the cooperation described in paragraph 21.3. The compensation will be deemed to be included in such salary.

APPLICABLE LAW

This Employment Contract and all disputes arising thereof are governed by and construed in all respects in accordance with the laws of The Netherlands. Any dispute arising from or connected with this Employment Contract will be exclusively adjudicated by the competent court in Amsterdam, the Netherlands.

No Collective Labour Agreement (‘CAO’) is applicable to this Employment Contract.

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Drawn up and signed in duplicate originals in Leiden, The Netherlands.

Date	22-3-2011
Prosensa Holding B.V.
Mr. Daan Ellens, Chairman of the Supervisory Board
/s/ Mr. Daan Ellens
Mr. Berndt Modig
/s/ Mr. Berndt Modig

Enclosures:

• Schedule 1 Job description

• Schedule 2 Bonus schedule (maximum 30% of salary)

• Schedule 3 Pension schedule

• Schedule 4 Sideline activities

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EX-99.(E)(10)

Exhibit (e)(10)

EMPLOYMENT CONTRACT

THE UNDERSIGNED:

Prosensa Holding B.V., a limited liability company under Dutch law, having its registered office at J.H. Oortweg 21, 2333 CH Leiden, The Netherlands, represented by its Supervisory Board which is represented by the chairman Daan Ellens, hereinafter referred to below as ‘Prosensa’;

and

Dr. Giles Campion, residing at [        ], born on [        ], passport number [        ], hereinafter referred to below as the ‘Management Board Member’;

Prosensa and the Management Board Member in the following also referred to individually as “Party” or collectively as “Parties”.

WHEREAS:

A. As of May 1, 2009 the Management Board Member has entered Prosensa’s service for an indefinite period of time in the position of Chief Medical Officer. On June 29, 2010 the Management Board member has been appointed statutory director (“statutair directeur”) of Prosensa;

B. The Parties have entered into an employment agreement for an indefinite period of time on April 24, 2009 (“Previous Employment Agreement”);

C. The Parties intend to replace the Previous Employment Agreement by this employment contract (“Employment Contract”) with effect as of January 1, 2011 (the “Effective Date”).

D. The Parties want to confirm their agreement on the terms and conditions of the Employment Contract and declare to have agreed as follows:

1. DURATION AND POSITION

1.1 The Management Board Member serves for an indefinite period of time in the position of Chief Medical Officer and /Statutory Director (“statutair directeur”) of Prosensa pursuant to this Employment Contract. As of the Effective Date, the Previous Employment Agreement, including all amendments and ancillary agreements pertaining thereto, shall be replaced by this Employment Contract.

2. AVERAGE HOURS

The work will be performed for an average of 40 hours a week.

3. TERMINATION

3.1 Each of the parties may terminate this Employment Contract with observance of the notice period set forth in paragraph 3.2 of this Article 3.

3.2 The notice period is three months for the Management Board Member and six months for Prosensa. Notice of termination must be given in writing, effective at the end of the month.

3.3 This Employment Contract can forthwith be terminated by either Party (without any notice period being required) in the event of an urgent reason (dringende reden).

3.4 This Employment Contract shall in any event terminate at the end of the month in which the Management Board Member reaches the pensionable age according to Dutch law.

4. RESPONSIBILITIES

4.1 The Management Board Member’s duties and tasks are set forth in the job description attached as Schedule 1.

4.2 The Management Board Member shall perform the work assigned to him to the best of his abilities, taking into consideration the Articles of Association of Prosensa. The Management Board Member shall, if this is required, carry out activities other than those within the scope of his normal duties.

4.3 The Management Board Member shall have all the powers that the Articles of Association of Prosensa and the Dutch Civil Code grant to the statutory

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director in the position of a Chief Medical Officer of a limited liability company (“besloten vennootschap”). The Management Board Member shall, however, subject to the responsibilities and other requirements under the law, not make any of the decisions and/or take any of the actions that require prior approval of the Supervisory Board and/or shareholders of Prosensa pursuant to the latest applicable shareholders agreement without having obtained such approval first.

5. WORKING HOURS AND WORKING PLACE

5.1 The Management Board Member is expected to perform his work from time to time also outside normal working hours. A compensation for overtime work is deemed to be included in the Management Board Member’s salary.

5.2 The Management Board Member’s customary place of work is at the premises of Prosensa in Leiden; the Management Board Member shall, save for travelling, perform his work for the majority of time at the premises of Prosensa in Leiden.

6. FIXED SALARY

6.1 The Management Board Member’s gross annual fixed salary amounts to €220,000 (including 8% holiday pay). The monthly salary shall, subject to the deductions by law, be paid at the end of each month.

6.2 Payment of the holiday allowance (8% of gross annual fixed salary) will be made in the month of May or on the date of termination of the Employment Contract. The entitlement to holiday allowance will accrue pro rata to the duration of the employment between June 1 and May 31.

6.3 Prosensa shall review the salary on an annual basis, at the latest at the end of March each year.

7. VARIABLE SALARY

As of the Effective Date, the Management Board Member shall become eligible for a bonus. The Management Board Member is entitled to a bonus of 30% (thirty percent) of his gross annual fixed salary as referred to in Article 6 paragraph 6.1 if

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all milestones and deliverables in any business year are met. Within the first three months after the end of the business year, the degree of achievement of the milestones and deliverables during such business year shall be determined by Prosensa and the Management Board Member in good faith. The bonus for the business year shall be due pro rata to the degree of target achievement. The bonus shall be paid within the first three months after the respective business year has ended. The bonus schedule for any subsequent years and the milestones attached thereto shall be determined in good faith by mutual agreement of the Management Board Member and Prosensa by the end of the third month of the respective business year, at the latest. The specified terms and conditions for the business year January 1, 2011 to December 31, 2011 are set forth in Schedule 2 hereto. The bonus for that period, if any, shall be paid ultimately in March 2012, provided that the Management Board Member is in the service of Prosensa on December 31, 2011.

8. STOCK OPTIONS

8.1 Under Prosensa’s stock option plan 2007 (the “2007 Plan”), the Management Board Member has been granted 77,500 (seventy-seven-thousand-five-hundred) options to acquire depository receipts of shares in Prosensa Holding B.V. In addition thereto, under Prosensa’s 2010 equity incentive plan (the “2010 Plan”), the Management Board Member has been granted, or is granted simultaneously with the conclusion of this Employment Contract, 132,500 (one-hundred-thirty-two-thousand-five-hundred) options to acquire depository receipts of shares in Prosensa Holding B.V. These grants are subject to the terms and conditions of the respective agreements.

8.2 The Management Board Member acknowledges that the granting of options to the Management Board Member in addition to those summarized in paragraph 8.1 above is at the sole discretion of Prosensa and this Employment Contract does not create an automatic right to be granted additional options.

8.3 All options granted to the Management Board Member shall be deemed to be immediately vested in the event of a Change of Control and provided that the Management Board Member is at the time such Change of Control occurs still employed by Prosensa. Change of Control shall have the meaning defined in Article 19 paragraph 19.2.

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9. EXPENSES

9.1 Prosensa will reimburse the Management Board Member all his reasonable and authorized out-of-pocket expenses incurred in the performance of his duties upon submission of all the relevant invoices.

9.2 The Management Board Member shall be compensated for the use of his own car by payment of a fixed gross amount of € 1,500 per month (“Car Allowance”). For the commute between home and work and for business use, the Management Board Member shall be paid the maximum net reimbursement set out in the 1964 Income Tax Act, which amount is included in the Car Allowance.

9.3 Prosensa will offer assistance to the Management Board Member with his tax declaration in The Netherlands for the years 2010 and 2011. The costs of this assistance shall be borne by Prosensa.

9.4 Prosensa shall provide the Management Board Member with a mobile phone and a laptop computer. All costs relating to the use of the mobile phone and laptop computer shall be borne by Prosensa. The Management Board Member is entitled to reasonable private use of the laptop computer and mobile phone.

9.5 In addition, each month and together with the payment of the Management Board Member’s monthly salary, Prosensa shall pay the Management Board Member the sum of € 300.00 net of taxes, if any, as reimbursement of expenses that do not lend themselves to specification in an itemised claim.

10. PENSION INSURANCE / GROUP PRIVATE HEALTH INSURANCE

10.1 The Management Board Member participates in Prosensa’s collective pension scheme with Centraal Beheer under the terms and conditions attached hereto as Schedule 3. The pension scheme is based on “beschikbaar premiestelsel”. The premium shall be determined on the basis of the fixed annual salary of the Management Board Member (therefore excluding bonus, stock options and expenses, but including 8% holiday allowance). The premium thereof shall be borne by the Management Board Member in the amount of 5% and by Prosensa in the amount of 95%.

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10.2 The Management Board Member may participate in the group private health insurance concluded by Prosensa with “De Amersfoortse”. The premium thereof shall be borne by the Management Board Member (save for the contribution that Prosensa is required to make by law).

10.3 Prosensa shall support a bi-annual medical examination of the Management Board Member with a financial contribution of € 1,000.00 every two years.

11. VACATION DAYS

The Management Board Member is entitled to 25 paid vacation days per calendar year, based on full-time employment and to be taken in consultation with Prosensa. The holiday rights will accrue pro rata to the duration of the employment during the calendar year. The Management Board Member can transfer a maximum of 10 vacation days to the next calendar year.

12. DISABILITY FOR WORK

12.1 If the Management Board Member is at any time disabled for work, he must inform Prosensa (or have Prosensa informed) accordingly (by telephone) before 9:00 a.m. The Management Board Member must follow the instructions given by the Arbodienst (Working Conditions Service).

12.2 If the Management Board Member is disabled for work, Prosensa will continue to pay to the Management Board Member his fixed gross monthly salary according to the following scheme:

The first 52 weeks:	100	%
The second 52 weeks:	70	%

12.3 In the event that the Management Board Member is disabled for work due to reasons for which a third party is liable, the Management Board Member shall render all reasonable assistance to Prosensa and Prosensa’s insurance company as required by Prosensa and/or its insurance company to claim any salary and other consideration paid by Prosensa or its insurance company to the Management Board Member during the period that the Management Board Member is disabled for work due to such third party.

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12.4 Prosensa shall reimburse the Management Board Member in the amount of up to € 4,200.00 per year for the costs of a disability insurance taken in by the Management Board Member, upon presentation of the respective invoice. To the extent permissible, the reimbursement of up to € 4,200.00 shall be paid net of income tax chargeable thereupon.

13. ACCIDENT INSURANCE

The Company shall hold an accident insurance to the favour of the Management Board Member with the following cover:

• in the case of death: € 500,000

• in the case of invalidity: € 500,000

14. CONFIDENTIALITY

The Management Board Member undertakes to observe confidentiality in respect of all confidential information of Prosensa and the enterprise of Prosensa and its affiliates that comes to his knowledge while performing his work under this Employment Contract. Except as required for the proper performance of his functions and obligations under this Employment Contract, the Management Board Member will be prohibited, both during this Employment Contract and after its termination, from disclosing confidential information in any manner whatsoever to third parties, either directly or indirectly, in any form and in any manner whatsoever, regarding Prosensa’s business, its principals and its contacts, all of this in the broadest sense of the words.

15. SIDELINE ACTIVITIES AND ACCEPTANCE OF BENEFITS

15.1 The Management Board Member undertakes during the term of this Employment Contract not to perform any work for another employer or principal, either directly or indirectly, and to refrain from doing business for his own account and risk, without Prosensa’s express consent. An overview of current and permitted sideline activities of the Management Board Member, if any, is provided in Schedule 4.

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15.2 The Management Board Member will be prohibited without Prosensa’s prior written consent from accepting or stipulating any benefit, either directly or indirectly, in any form whatsoever, by any name whatsoever, from Prosensa’s principals or former principals, customers or former customers and/or contacts or former contacts.

16. NON-COMPETITION CLAUSE

For a period of six months after termination of this Employment Contract, the Management Board Member will be prohibited, in any manner whatsoever, from establishing, conducting, co-conducting or causing the conduct of any business that is similar or related to that of Prosensa, either directly or indirectly, from having a financial interest (excluding an interest as referred to in the last sentence of this Article 16) in such a business in any form whatsoever, either directly or indirectly, from working in or for such a business in any manner whatsoever, whether or not for remuneration, and from having a share of any kind whatsoever in such a business, unless otherwise agreed in writing. This does not apply to shares held in publicly listed companies to the extent the shareholding does not exceed 1% in each case, and not to shares or depository receipts for shares in enterprises not publicly listed if such shares do not vest the Management Board Member with a dominant position in the respective enterprise. The Management Board Member will also comply with applicable insider trading regulations.

17. PENALTY

If the Management Board Member violates any of the provisions of Articles 14, 15 and 16 of this Agreement despite a warning notice submitted by Prosensa to the Management Board Member in written form, he will forfeit (expressly contrary to the provisions of Article 7:650(3) and (5) of the Dutch Civil Code) a penalty payable immediately of € 50,000 per violation and € 2,500 for each day or part of a day on which the violation continues or is repeated, without prejudice to Prosensa’s right to recover its full loss from the Management Board Member, if such loss is higher.

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18. LIABILITY INSURANCE

Prosensa provides the Management Board Member with an Insurance that will cover for ‘statutory director liability’. The premiums will be borne by Prosensa.

19. CHANGE OF CONTROL

19.1 Prosensa wishes to give the Management Board Member some degree of protection in the case of a change of control. Upon a change of control as defined in paragraph 19.2 below (“Change of Control”), the Management Board Member will be entitled to a lump sum payment per paragraph 19.4 below if one of the events described in paragraph 19.3 below occurs.

19.2 A Change of Control shall mean any event by which a party, or several parties related to each other, affiliated with each other and/or acting jointly, (“Acquirer”) obtain control over Prosensa, in particular (without limitation) ownership, directly or indirectly, legally or beneficially, of more than 50% of the capital stock or the assets of Prosensa, or the power to exercise more than 50% of the voting rights of Prosensa, or the power to appoint more than 50% of the members of the board of Prosensa or such other body which is legally representing Prosensa, or the right to manage the affairs of Prosensa. In case that Prosensa’s shares are listed on a stock exchange, the aforementioned threshold of (more than) 50% shall be replaced by 30% or such other threshold which accurately reflects control in a listed company. It is agreed that the following events shall not be considered a Change of Control for purposes of this Employment Contract: (i) the acquisition of control over Prosensa as a non-listed company by an Acquirer who is already shareholder in Prosensa at the time of conclusion of this Employment Contract or (ii) a capital increase of Prosensa as a non-listed company by which a venture capital investor which is not already shareholder in Prosensa at the time of conclusion of this Employment Contract (“Third Party VC Investor”) assumes control over Prosensa (unless the venture capital investors of Prosensa holding shares in Prosensa at the time of conclusion of this Employment Contract sell their shares to such Third Party VC Investor within 12 months after such Third Party VC Investor’s obtaining control over Prosensa).

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19.3. The Management Board Member will be entitled to a lump sum payment per paragraph 19.4 below if, in each case within 12 months following the day such a Change of Control takes effect, (i) Prosensa submits to the Management Board Member a notice of termination of the Employment Contract in conformity with the Employment Contract (except for a termination for an urgent reason – “dringende reden” – for which the Management Board Member is responsible and that has been immediately communicated to the Management Board Member as provided for by law) or (ii) a mutual agreement on the termination of the Employment Contract is concluded.

The Management Board Member will also be entitled to a lump sum payment per paragraph 19.4 below if he submits a notice of termination of this Employment Contract within 12 months following the day such a Change of Control takes effect, provided, however, that such entitlement to the lump sum payment per paragraph 19.4 shall not exist if, prior to the Management Board Member submitting the notice of termination, the Management Board Member has been given a written offer of employment with Prosensa, the Acquirer or an affiliate of the Acquirer that is at least equivalent to the position of the Management Board Member immediately prior to the Change of Control in terms of total compensation (including equity based compensation) and responsibilities.

For the avoidance of doubt, notices of termination of the Employment Contract referred to in this paragraph 19.3 shall in each case be in observance of the respective notice period set forth in the Employment Contract or such other notice period which may be admissible under the law. However, for purposes of safeguarding the period of 12 months following the day such a Change of Control takes effect, as required by this paragraph 19.3 for triggering the entitlement to a lump sum payment per paragraph 19.4, the timely submission of the notice of termination shall suffice, regardless of when the termination becomes effective.

19.4 Upon a Change of Control, and provided that the conditions in paragraph 19.3 have been met, the Management Board Member is entitled to a lump sum payment upon termination of the employment of 130% of the annual gross fixed salary in effect at the time of the Change of Control. Further rights of the Management Board Member to compensation under the Employment Contract remain unaffected.

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20. COMPENSATION UPON TERMINATION

If at any time Prosensa decides to terminate the Employment Contract (“Termination”) other than (a) through summary dismissal for an urgent cause for which the Management Board Member is responsible and that has been immediately communicated to the Management Board Member as provided for by law, or (b) after a period of illness of two years on the part of the Management Board Member, the Management Board Member shall be entitled to compensation from Prosensa as hereafter provided. “Termination” as referred to in the preceding sentence shall not include termination of the contract by operation of law by reason of the Management Board Member having reached the pensionable age as referred to in Article 3 paragraph 3.4, but shall include judicial rescission, at Prosensa’s request, due to serious cause pursuant to Article 7:685 of the Netherlands Civil Code, where rescission is granted on the grounds of change in circumstances within the meaning of Article 7:685 of the Netherlands Civil Code. The compensation shall be an amount equal to 0.5 of the Annual Remuneration. For the purpose of this provision, “Annual Remuneration” shall be the sum of (i) the gross annual fixed salary set out in Article 6 paragraph 6.1 that is valid at the time of termination notice and (ii) the average variable salary as referred to in Article 7, for the last two calendar years preceding the termination of the Employment Contract or the shorter period if the Employment Contract has not lasted yet on the termination date for two years. The compensation shall be paid to the Management Board Member by Prosensa in a lump sum within 30 days after the termination of the Employment Contract in a manner to be specified by the Management Board Member, provided that the payment in accordance with such instructions are legal and do not lead to additional costs for Prosensa compared to the normal costs related to payment of the monthly salary and bonus. If the Employment Contract is rescinded pursuant to Article 7:685 of the Netherlands Civil Code and the court awards a compensation to the Management Board Member, the amount of the award shall be deducted from the amount of the compensation to which the Management Board Member is entitled under this Article 20.

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21. PROSENSA’S PROPERTY

21.1 All property that Prosensa has made available to the Management Board Member during this Employment Contract must immediately be returned to Prosensa, without any request to that effect being made, upon termination of this Employment Contract or at such earlier date as requested by Prosensa.

21.2 If the Management Board Member develops any works, concepts or other results that is or can be protected by any intellectual property rights (including but not limited to know how, patents, models, database rights and copyright) in the performance of his work for Prosensa (either within or outside the agreed working hours), ownership, rights and title of all such works, concepts or the results and all intellectual property rights related thereto shall vest in Prosensa. All works, concepts or other results that are developed by the Management Board Member during the term of his Employment Contract and/or for which a patent application has been filed within 1 year after termination thereof and that fall within the field of business of Prosensa are deemed to be developed in the performance of his work for Prosensa.

21.3 Insofar as possible the Management Board Member will fully cooperate in the transfer and/or creation of the intellectual property rights referred to in paragraph 21.2 for Prosensa’s benefit.

21.4 Apart from his gross annual fixed salary described in Article 6 paragraph 6.1, the Management Board Member will not be entitled to any separate compensation for the creation of the intellectual property rights described in paragraph 21.2 and/or for the cooperation described in paragraph 21.3. The compensation will be deemed to be included in such salary.

APPLICABLE LAW

This Employment Contract and all disputes arising thereof are governed by and construed in all respects in accordance with the laws of The Netherlands. Any dispute arising from or connected with this Employment Contract will be exclusively adjudicated by the competent court in Amsterdam, the Netherlands.

No Collective Labour Agreement (‘CAO’) is applicable to this Employment Contract.

Drawn up and signed in duplicate originals in Leiden, The Netherlands.

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Date	22-3-2011
Prosensa Holding B.V.
Mr. Daan Ellens, Chairman of the Supervisory Board
/s/ Mr. Daan Ellens
Dr. Giles Campion
/s/ Dr. Giles Campion

Enclosures:

• Schedule 1 Job description

• Schedule 2 Bonus schedule (maximum 30% of salary)

• Schedule 3 Pension schedule

• Schedule 4 Sideline activities

13

EX-99.(E)(11)

Exhibit (e)(11)

EMPLOYMENT CONTRACT

THE UNDERSIGNED:

Prosensa Holding B.V., a limited liability company under Dutch law, having its registered office at J.H. Oortweg 21, 2333 CH Leiden, The Netherlands, represented by its Supervisory Board which is represented by the chairman Daan Ellens, hereinafter referred to below as ‘Prosensa’;

and

Mr. Luc Dochez, residing at [                    ], born on [                    ], identity card number [                    ], hereinafter referred to below as the ‘Management Board Member’;

Prosensa and the Management Board Member in the following also referred to individually as “Party” or collectively as “Parties”.

WHEREAS:

A. As of November 1, 2008 the Management Board Member has entered Prosensa’s service for an indefinite period of time in the position of Chief Business Officer. On June 29, 2010 the Management Board member has been appointed statutory director (“statutair directeur”) of Prosensa;

B. The Parties have entered into an employment agreement for an indefinite period of time on August 27, 2008 (“Previous Employment Agreement”);

C. The Parties intend to replace the Previous Employment Agreement by this employment contract (“Employment Contract”) with effect as of January 1, 2011 (the “Effective Date”).

D. The Parties want to confirm their agreement on the terms and conditions of the Employment Contract and declare to have agreed as follows:

1. DURATION AND POSITION

1.1 The Management Board Member serves for an indefinite period of time in the position of Chief Business Officer and /Statutory Director (“statutair directeur”) of Prosensa pursuant to this Employment Contract. As of the Effective Date, the Previous Employment Agreement, including all amendments and ancillary agreements pertaining thereto, shall be replaced by this Employment Contract.

2. AVERAGE HOURS

The work will be performed for an average of 40 hours a week.

3. TERMINATION

3.1 Each of the parties may terminate this Employment Contract with observance of the notice period set forth in paragraph 3.2 of this Article 3.

3.2 The notice period is three months for the Management Board Member and six months for Prosensa. Notice of termination must be given in writing, effective at the end of the month.

3.3 This Employment Contract can forthwith be terminated by either Party (without any notice period being required) in the event of an urgent reason (dringende reden).

3.4 This Employment Contract shall in any event terminate at the end of the month in which the Management Board Member reaches the pensionable age according to Dutch law.

4. RESPONSIBILITIES

4.1 The Management Board Member’s duties and tasks are set forth in the job description attached as Schedule 1.

4.2 The Management Board Member shall perform the work assigned to him to the best of his abilities, taking into consideration the Articles of Association of Prosensa. The Management Board Member shall, if this is required, carry out activities other than those within the scope of his normal duties.

4.3 The Management Board Member shall have all the powers that the Articles of Association of Prosensa and the Dutch Civil Code grant to the statutory

2

director in the position of a Chief Business Officer of a limited liability company (“besloten vennootschap”). The Management Board Member shall, however, subject to the responsibilities and other requirements under the law, not make any of the decisions and/or take any of the actions that require prior approval of the Supervisory Board and/or shareholders of Prosensa pursuant to the latest applicable shareholders agreement without having obtained such approval first.

5. WORKING HOURS AND WORKING PLACE

5.1 The Management Board Member is expected to perform his work from time to time also outside normal working hours. A compensation for overtime work is deemed to be included in the Management Board Member’s salary.

5.2 The Management Board Member’s customary place of work is at the premises of Prosensa in Leiden; the Management Board Member shall, save for travelling, perform his work for the majority of time at the premises of Prosensa in Leiden.

6. FIXED SALARY

6.1 The Management Board Member’s gross annual fixed salary amounts to €195,000 (including 8% holiday pay). The monthly salary shall, subject to the deductions by law, be paid at the end of each month.

6.2 Payment of the holiday allowance (8% of gross annual fixed salary) will be made in the month of May or on the date of termination of the Employment Contract. The entitlement to holiday allowance will accrue pro rata to the duration of the employment between June 1 and May 31.

6.3 Prosensa shall review the salary on an annual basis, at the latest at the end of March each year.

7. VARIABLE SALARY

As of the Effective Date, the Management Board Member shall become eligible for a bonus. The Management Board Member is entitled to a bonus of 30% (thirty percent) of his gross annual fixed salary as referred to in Article 6 paragraph 6.1 if

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all milestones and deliverables in any business year are met. Within the first three months after the end of the business year, the degree of achievement of the milestones and deliverables during such business year shall be determined by Prosensa and the Management Board Member in good faith. The bonus for the business year shall be due pro rata to the degree of target achievement. The bonus shall be paid within the first three months after the respective business year has ended. The bonus schedule for any subsequent years and the milestones attached thereto shall be determined in good faith by mutual agreement of the Management Board Member and Prosensa by the end of the third month of the respective business year, at the latest. The specified terms and conditions for the business year January 1, 2011 to December 31, 2011 are set forth in Schedule 2 hereto. The bonus for that period, if any, shall be paid ultimately in March 2012, provided that the Management Board Member is in the service of Prosensa on December 31, 2011.

8. STOCK OPTIONS

8.1 Under Prosensa’s stock option plan 2007 (the “2007 Plan”), the Management Board Member has been granted 71,500 (seventy-one-thousand-five-hundred) options to acquire depository receipts of shares in Prosensa Holding B.V. In addition thereto, under Prosensa’s 2010 equity incentive plan (the “2010 Plan”), the Management Board Member has been granted, or is granted simultaneously with the conclusion of this Employment Contract, 110,000 (one-hundred-ten-thousand) options to acquire depository receipts of shares in Prosensa Holding B.V. and 28,500 (twenty-eight-thousand-five-hundred) depositary receipts of Prosensa Holding B.V. under a restricted share agreement. These grants are subject to the terms and conditions of the respective agreements.

8.2 The Management Board Member acknowledges that the granting of options and depositary receipts to the Management Board Member in addition to those summarized in paragraph 8.1 above is at the sole discretion of Prosensa and this Employment Contract does not create an automatic right to be granted additional options or depositary receipts.

8.3 All options and depositary receipts granted to the Management Board Member shall be deemed to be immediately vested in the event of a Change of Control and provided that the Management Board Member is at the time such Change of Control occurs still employed by Prosensa. Change of Control shall have the meaning defined in Article 19 paragraph 19.2.

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9. EXPENSES

9.1 Prosensa will reimburse the Management Board Member all his reasonable and authorized out-of-pocket expenses incurred in the performance of his duties upon submission of all the relevant invoices.

9.2 The Management Board Member shall be compensated for the use of his own car by payment of a fixed gross amount of € 1,500 per month (“Car Allowance”). For the commute between home and work and for business use, the Management Board Member shall be paid the maximum net reimbursement set out in the 1964 Income Tax Act, which amount is included in the Car Allowance.

9.3 Prosensa will offer assistance to the Management Board Member with his tax declaration in The Netherlands for the years 2010 and 2011. The costs of this assistance shall be borne by Prosensa.

9.4 Prosensa shall provide the Management Board Member with a mobile phone and a laptop computer. All costs relating to the use of the mobile phone and laptop computer shall be borne by Prosensa. The Management Board Member is entitled to reasonable private use of the laptop computer and mobile phone.

9.5 In addition, each month and together with the payment of the Management Board Member’s monthly salary, Prosensa shall pay the Management Board Member the sum of € 300.00 net of taxes, if any, as reimbursement of expenses that do not lend themselves to specification in an itemised claim.

10. PENSION INSURANCE / GROUP PRIVATE HEALTH INSURANCE

10.1 The Management Board Member participates in Prosensa’s collective pension scheme with Centraal Beheer under the terms and conditions attached hereto as Schedule 3. The pension scheme is based on “beschikbaar premiestelsel”. The premium shall be determined on the basis of the fixed annual salary of the Management Board Member (therefore excluding bonus, stock options and expenses, but including 8% holiday allowance). The premium thereof shall be borne by the Management Board Member in the amount of 5% and by Prosensa in the amount of 95%.

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10.2 The Management Board Member may participate in the group private health insurance concluded by Prosensa with “De Amersfoortse”. The premium thereof shall be borne by the Management Board Member (save for the contribution that Prosensa is required to make by law).

10.3 Prosensa shall support a bi-annual medical examination of the Management Board Member with a financial contribution of € 1,000.00 every two years.

11. VACATION DAYS

The Management Board Member is entitled to 25 paid vacation days per calendar year, based on full-time employment and to be taken in consultation with Prosensa. The holiday rights will accrue pro rata to the duration of the employment during the calendar year. The Management Board Member can transfer a maximum of 10 vacation days to the next calendar year.

12. DISABILITY FOR WORK

12.1 If the Management Board Member is at any time disabled for work, he must inform Prosensa (or have Prosensa informed) accordingly (by telephone) before 9:00 a.m. The Management Board Member must follow the instructions given by the Arbodienst (Working Conditions Service).

12.2 If the Management Board Member is disabled for work, Prosensa will continue to pay to the Management Board Member his fixed gross monthly salary according to the following scheme:

The first 52 weeks:	100	%
The second 52 weeks:	70	%

12.3 In the event that the Management Board Member is disabled for work due to reasons for which a third party is liable, the Management Board Member shall render all reasonable assistance to Prosensa and Prosensa’s insurance company as required by Prosensa and/or its insurance company to claim any salary and other

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consideration paid by Prosensa or its insurance company to the Management Board Member during the period that the Management Board Member is disabled for work due to such third party.

12.4 Prosensa shall reimburse the Management Board Member in the amount of up to € 4,200.00 per year for the costs of a disability insurance taken in by the Management Board Member, upon presentation of the respective invoice. To the extent permissible, the reimbursement of up to € 4,200.00 shall be paid net of income tax chargeable thereupon.

13. ACCIDENT INSURANCE

The Company shall hold an accident insurance to the favour of the Management Board Member with the following cover:

• in the case of death: € 500,000

• in the case of invalidity: € 500,000

14. CONFIDENTIALITY

The Management Board Member undertakes to observe confidentiality in respect of all confidential information of Prosensa and the enterprise of Prosensa and its affiliates that comes to his knowledge while performing his work under this Employment Contract. Except as required for the proper performance of his functions and obligations under this Employment Contract, the Management Board Member will be prohibited, both during this Employment Contract and after its termination, from disclosing confidential information in any manner whatsoever to third parties, either directly or indirectly, in any form and in any manner whatsoever, regarding Prosensa’s business, its principals and its contacts, all of this in the broadest sense of the words.

15. SIDELINE ACTIVITIES AND ACCEPTANCE OF BENEFITS

15.1 The Management Board Member undertakes during the term of this Employment Contract not to perform any work for another employer or principal, either directly or indirectly, and to refrain from doing business for his own account and risk, without Prosensa’s express consent. An overview of current and permitted sideline activities of the Management Board Member, if any, is provided in Schedule 4.

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15.2 The Management Board Member will be prohibited without Prosensa’s prior written consent from accepting or stipulating any benefit, either directly or indirectly, in any form whatsoever, by any name whatsoever, from Prosensa’s principals or former principals, customers or former customers and/or contacts or former contacts.

16. NON-COMPETITION CLAUSE

For a period of six months after termination of this Employment Contract, the Management Board Member will be prohibited, in any manner whatsoever, from establishing, conducting, co-conducting or causing the conduct of any business that is similar or related to that of Prosensa, either directly or indirectly, from having a financial interest (excluding an interest as referred to in the last sentence of this Article 16) in such a business in any form whatsoever, either directly or indirectly, from working in or for such a business in any manner whatsoever, whether or not for remuneration, and from having a share of any kind whatsoever in such a business, unless otherwise agreed in writing. This does not apply to shares held in publicly listed companies to the extent the shareholding does not exceed 1% in each case, and not to shares or depository receipts for shares in enterprises not publicly listed if such shares do not vest the Management Board Member with a dominant position in the respective enterprise. The Management Board Member will also comply with applicable insider trading regulations.

17. PENALTY

If the Management Board Member violates any of the provisions of Articles 14, 15 and 16 of this Agreement despite a warning notice submitted by Prosensa to the Management Board Member in written form, he will forfeit (expressly contrary to the provisions of Article 7:650(3) and (5) of the Dutch Civil Code) a penalty payable immediately of € 50,000 per violation and € 2,500 for each day or part of a day on which the violation continues or is repeated, without prejudice to Prosensa’s right to recover its full loss from the Management Board Member, if such loss is higher.

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18. LIABILITY INSURANCE

Prosensa provides the Management Board Member with an Insurance that will cover for ‘statutory director liability’. The premiums will be borne by Prosensa.

19. CHANGE OF CONTROL

19.1 Prosensa wishes to give the Management Board Member some degree of protection in the case of a change of control. Upon a change of control as defined in paragraph 19.2 below (“Change of Control”), the Management Board Member will be entitled to a lump sum payment per paragraph 19.4 below if one of the events described in paragraph 19.3 below occurs.

19.2 A Change of Control shall mean any event by which a party, or several parties related to each other, affiliated with each other and/or acting jointly, (“Acquirer”) obtain control over Prosensa, in particular (without limitation) ownership, directly or indirectly, legally or beneficially, of more than 50% of the capital stock or the assets of Prosensa, or the power to exercise more than 50% of the voting rights of Prosensa, or the power to appoint more than 50% of the members of the board of Prosensa or such other body which is legally representing Prosensa, or the right to manage the affairs of Prosensa. In case that Prosensa’s shares are listed on a stock exchange, the aforementioned threshold of (more than) 50% shall be replaced by 30% or such other threshold which accurately reflects control in a listed company. It is agreed that the following events shall not be considered a Change of Control for purposes of this Employment Contract: (i) the acquisition of control over Prosensa as a non-listed company by an Acquirer who is already shareholder in Prosensa at the time of conclusion of this Employment Contract or (ii) a capital increase of Prosensa as a non-listed company by which a venture capital investor which is not already shareholder in Prosensa at the time of conclusion of this Employment Contract (“Third Party VC Investor”) assumes control over Prosensa (unless the venture capital investors of Prosensa holding shares in Prosensa at the time of conclusion of this Employment Contract sell their shares to such Third Party VC Investor within 12 months after such Third Party VC Investor’s obtaining control over Prosensa).

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19.3. The Management Board Member will be entitled to a lump sum payment per paragraph 19.4 below if, in each case within 12 months following the day such a Change of Control takes effect, (i) Prosensa submits to the Management Board Member a notice of termination of the Employment Contract in conformity with the Employment Contract (except for a termination for an urgent reason – “dringende reden” – for which the Management Board Member is responsible and that has been immediately communicated to the Management Board Member as provided for by law) or (ii) a mutual agreement on the termination of the Employment Contract is concluded.

The Management Board Member will also be entitled to a lump sum payment per paragraph 19.4 below if he submits a notice of termination of this Employment Contract within 12 months following the day such a Change of Control takes effect, provided, however, that such entitlement to the lump sum payment per paragraph 19.4 shall not exist if, prior to the Management Board Member submitting the notice of termination, the Management Board Member has been given a written offer of employment with Prosensa, the Acquirer or an affiliate of the Acquirer that is at least equivalent to the position of the Management Board Member immediately prior to the Change of Control in terms of total compensation (including equity based compensation) and responsibilities.

For the avoidance of doubt, notices of termination of the Employment Contract referred to in this paragraph 19.3 shall in each case be in observance of the respective notice period set forth in the Employment Contract or such other notice period which may be admissible under the law. However, for purposes of safeguarding the period of 12 months following the day such a Change of Control takes effect, as required by this paragraph 19.3 for triggering the entitlement to a lump sum payment per paragraph 19.4, the timely submission of the notice of termination shall suffice, regardless of when the termination becomes effective.

19.4 Upon a Change of Control, and provided that the conditions in paragraph 19.3 have been met, the Management Board Member is entitled to a lump sum payment upon termination of the employment of 130% of the annual gross fixed salary in effect at the time of the Change of Control. Further rights of the Management Board Member to compensation under the Employment Contract remain unaffected.

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20. COMPENSATION UPON TERMINATION

If at any time Prosensa decides to terminate the Employment Contract (“Termination”) other than (a) through summary dismissal for an urgent cause for which the Management Board Member is responsible and that has been immediately communicated to the Management Board Member as provided for by law, or (b) after a period of illness of two years on the part of the Management Board Member, the Management Board Member shall be entitled to compensation from Prosensa as hereafter provided. “Termination” as referred to in the preceding sentence shall not include termination of the contract by operation of law by reason of the Management Board Member having reached the pensionable age as referred to in Article 3 paragraph 3.4, but shall include judicial rescission, at Prosensa’s request, due to serious cause pursuant to Article 7:685 of the Netherlands Civil Code, where rescission is granted on the grounds of change in circumstances within the meaning of Article 7:685 of the Netherlands Civil Code. The compensation shall be an amount equal to 0.5 of the Annual Remuneration. For the purpose of this provision, “Annual Remuneration” shall be the sum of (i) the gross annual fixed salary set out in Article 6 paragraph 6.1 that is valid at the time of termination notice and (ii) the average variable salary as referred to in Article 7, for the last two calendar years preceding the termination of the Employment Contract or the shorter period if the Employment Contract has not lasted yet on the termination date for two years. The compensation shall be paid to the Management Board Member by Prosensa in a lump sum within 30 days after the termination of the Employment Contract in a manner to be specified by the Management Board Member, provided that the payment in accordance with such instructions are legal and do not lead to additional costs for Prosensa compared to the normal costs related to payment of the monthly salary and bonus. If the Employment Contract is rescinded pursuant to Article 7:685 of the Netherlands Civil Code and the court awards a compensation to the Management Board Member, the amount of the award shall be deducted from the amount of the compensation to which the Management Board Member is entitled under this Article 20.

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21. PROSENSA’S PROPERTY

21.1 All property that Prosensa has made available to the Management Board Member during this Employment Contract must immediately be returned to Prosensa, without any request to that effect being made, upon termination of this Employment Contract or at such earlier date as requested by Prosensa.

21.2 If the Management Board Member develops any works, concepts or other results that is or can be protected by any intellectual property rights (including but not limited to know how, patents, models, database rights and copyright) in the performance of his work for Prosensa (either within or outside the agreed working hours), ownership, rights and title of all such works, concepts or the results and all intellectual property rights related thereto shall vest in Prosensa. All works, concepts or other results that are developed by the Management Board Member during the term of his Employment Contract and/or for which a patent application has been filed within 1 year after termination thereof and that fall within the field of business of Prosensa are deemed to be developed in the performance of his work for Prosensa.

21.3 Insofar as possible the Management Board Member will fully cooperate in the transfer and/or creation of the intellectual property rights referred to in paragraph 21.2 for Prosensa’s benefit.

21.4 Apart from his gross annual fixed salary described in Article 6 paragraph 6.1, the Management Board Member will not be entitled to any separate compensation for the creation of the intellectual property rights described in paragraph 21.2 and/or for the cooperation described in paragraph 21.3. The compensation will be deemed to be included in such salary.

APPLICABLE LAW

This Employment Contract and all disputes arising thereof are governed by and construed in all respects in accordance with the laws of The Netherlands. Any dispute arising from or connected with this Employment Contract will be exclusively adjudicated by the competent court in Amsterdam, the Netherlands.

No Collective Labour Agreement (‘CAO’) is applicable to this Employment Contract.

Drawn up and signed in duplicate originals in Leiden, The Netherlands.

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Date	March 22nd, 2011
Prosensa Holding B.V.
Mr. Daan Ellens, Chairman of the Supervisory Board
/s/ Mr. Daan Ellens
Mr. Luc Dochez
/s/ Mr. Luc Dochez

Enclosures:

• Schedule 1 Job description

• Schedule 2 Bonus schedule (maximum 30% of salary)

• Schedule 3 Pension schedule

• Schedule 4 Sideline activities

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