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SEC Comment Letter for ARGENX SE (ARGX) (CIK 0001697862) (ARGX) — May 3, 2017

ARGENX SE (ARGX) (CIK 0001697862)
Date: May 3, 2017 · CIK: 0001697862 · Accession: 0000000000-17-015505

Regulatory Compliance Financial Reporting Business Model Clarity

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File numbers found in text: 333-217417

Date
May 2, 2017
Author
/s/ Erin K. Jaskot, for
Form
UPLOAD
Company
ARGENX SE (ARGX) (CIK 0001697862)

Letter

Mail Stop 4546 May 2, 2017 Tim Van Hauwermeiren Chief Executive Officer argenx N.V. Willemstraat 5 4811 AH, Breda, the Netherlands

Re: argenx N.V. Registration Statement on Form F -1 Filed April 21, 2017 File No. 333-217417

Dear Mr. Van Hauwermeiren :

We have reviewed your registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your registration statement and the information you provide in respon se to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our April 19, 2017 letter .

Overview of Our Anticipated Restructuring and Redomiciliation, page 161

1. We note your response to our prior comment 1 , but we are unable to agree with your analysis with respect to the proposed redomiciliation from the Netherlands to Belgium following completion of the offering . Please confirm to us that you intend to register the offer of securities in the redomiciliation under the Securities Act of 1933 or seek no - action relief .

Tim Van Hauwermeiren argenx N.V. May 2, 2017 Page 2

Risks Related to Our Organization and Operations, page 58 We are exposed to unanticipated changes in tax laws and regulations, page 62

2. We note your disclosure that some of your tax loss carry forwards may be forfeited as a result of transactions in the third sentence in the last paragraph of this risk factor . Please clarify whether the transactions you are referring to are the proposed redomiciliation and restructuring .

Collaborations, page 136

3. We note your response to our prior comment 4. Please provide us with additional analysis as to why you believe that your agreement with AbbVie is not a material contract pursuant to Item 601(b)(10) of Regulation S -K. Please address the past and potential pa yments under the AbbVie agreement and their contribution to revenue in your response.

Description of Sha re Capital, page 189 Preemptive Rights, page 190

4. We note your response to our prior comment 5. Please disclose whether the limitation or restriction of preemption rights could be used as a potential anti -takeover measure.

We remind you that the compan y and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.

You may contact Sasha Parikh at (202) 551 -3627 or Kevin Vaughn, Accounting Branch Chief, at (202) 551 -3494 if you have questions regarding comments on the financial statements and related matters. Please contact Ada D. Sarmento at (202) 551 -3798 or Erin Jaskot, Special Counsel, at (202) 551 -3442 with any other questions.

Sincerely,
/s/ Erin K. Jaskot, for

Show Raw Text
Mail Stop 4546
        May 2, 2017

Tim Van Hauwermeiren
Chief Executive Officer
argenx N.V.
Willemstraat 5
4811 AH, Breda, the Netherlands

Re: argenx N.V.
Registration Statement on Form F -1
Filed  April  21, 2017
  File No. 333-217417

Dear Mr. Van Hauwermeiren :

We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.   If you  do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in respon se to these comments, we may have additional comments.   Unless we note
otherwise, our references to prior comments are to comments in our April 19, 2017 letter .

Overview of Our Anticipated Restructuring and Redomiciliation, page 161

1. We note your response to our prior comment 1 , but we are unable to agree with your
analysis  with respect to the proposed redomiciliation from the Netherlands to Belgium
following completion of the offering .  Please confirm to us that you intend to register the
offer of securities in the redomiciliation under the Securities Act of 1933  or seek no -
action relief .

Tim Van Hauwermeiren
argenx N.V.
May 2, 2017
Page 2

 Risks Related to Our Organization and Operations, page 58
We are exposed to unanticipated changes in tax laws and regulations, page 62

2. We note your disclosure that some of your tax loss carry forwards may be forfeited as a
result of transactions  in the  third sentence in the last paragraph of this risk factor .  Please
clarify whether the transactions you are referring to are the proposed redomiciliation  and
restructuring .

Collaborations, page 136

3. We note your response to our prior comment 4.  Please provide us with additional
analysis as to why you believe that your agreement  with AbbVie is not a material
contract pursuant to Item 601(b)(10) of Regulation S -K.  Please address the past and
potential pa yments under the AbbVie agreement and their contribution to revenue in your
response.

Description of Sha re Capital, page 189
Preemptive Rights, page 190

4. We note your response to our prior comment 5.  Please disclose whether the limitation or
restriction of preemption rights could be used as a potential anti -takeover measure.

We remind you that the compan y and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.  Refer to Rules 460 and 461 regarding requests for  acceleration.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact Sasha Parikh  at (202) 551 -3627 or Kevin Vaughn, Accounting Branch
Chief,  at (202) 551 -3494 if you have questions regarding comments on the financial statements
and related matters.  Please contact Ada D. Sarmento  at (202) 551 -3798 or Erin Jaskot, Special
Counsel,  at (202) 551 -3442 with any other questions.

Sincerely,

 /s/ Erin K. Jaskot, for

Suzanne Hayes
Assis tant Director
Office of Healthcare and Insurance

cc:  Edwin O’Connor
 Goodwin Procter LLP