MECHELEN, Belgium & FOSTER CITY, Calif.--(BUSINESS WIRE)--Jan. 19, 2016--
Galapagos NV (Euronext & NASDAQ: GLPG) and Gilead Sciences, Inc.
(NASDAQ: GILD) announced today the closing and entry into force of their
global license and collaboration agreement on filgotinib.
Under the terms of the agreement, the closing of this transaction
triggers an upfront license fee payment of $300 million by Gilead to
Galapagos. In addition, Gilead has made a $425 million (or €392 million)
equity investment in Galapagos by subscribing for new shares at a price
of €58 per share, including issuance premium. As a result, Gilead now
owns 6,760,701 ordinary shares of Galapagos, representing 14.75 percent
of the currently outstanding share capital of Galapagos.
In accordance with Belgian transparency legislation1,
Galapagos notes that its total share capital currently amounts to
€247,964,249.63; the total number of securities conferring voting rights
is 45,837,043, which is also the total number of voting rights (the
“denominator”), and all securities conferring voting rights and all
voting rights are of the same category. The total number of rights
(warrants) to subscribe to not yet issued securities conferring voting
rights is 2,805,692, which equals the total number of voting rights that
may result from the exercise of these warrants (but excludes the 700,000
warrants of Warrant Plan 2015 (B) and Warrant Plan 2015 RMV which were
created on 21 December 2015, subject to acceptances). Galapagos does not
have any convertible bonds or shares without voting rights outstanding.
About the Collaboration
Galapagos and Gilead entered into a collaboration for the global
development and commercialization of filgotinib in inflammatory diseases
in December 2015. Under the terms of the agreement, the companies will
collaborate jointly on the global development of filgotinib starting
with the initiation of Phase 3 trials in rheumatoid arthritis (RA).
Galapagos will co-fund 20 percent of global development activities and
Gilead will be responsible for manufacturing and worldwide marketing and
sales activities. Galapagos has the option to co-promote filgotinib in
the UK, Germany, France, Italy, Spain, Belgium, the Netherlands and
Luxembourg, in which case the companies will share profits equally. If
Galapagos exercises its option to co-promote in Belgium, the Netherlands
or Luxembourg, it will also book sales in these countries. Galapagos is
entitled to an upfront payment of $725 million under the collaboration
agreement, consisting of a license fee of $300 million and a $425
million equity investment in Galapagos. In addition, Galapagos is
eligible for payments of up to $1.35 billion in milestones, with tiered
royalties starting at 20 percent and a profit split in co-promotion
territories.
About Galapagos
Galapagos
(Euronext & NASDAQ: GLPG) is a clinical-stage biotechnology company
specialized in the discovery and development of small molecule medicines
with novel modes of action. Our pipeline comprises three Phase 2, four
Phase 1, five pre-clinical, and 20 discovery studies in cystic fibrosis,
inflammation, fibrosis, osteoarthritis and other indications. We have
discovered and developed filgotinib: in collaboration with Gilead we aim
to bring this JAK1-selective inhibitor for inflammatory indications to
patients all over the world.
Galapagos is focused on the development and commercialization of novel
medicines that will improve people’s lives. The Galapagos group,
including fee-for-service subsidiary Fidelta,
has approximately 400 employees, operating from its Mechelen, Belgium
headquarters and facilities in The Netherlands, France, and Croatia.
More information at www.glpg.com.
About Gilead
Gilead
Sciences is a biopharmaceutical company that discovers, develops and
commercializes innovative therapeutics in areas of unmet medical need.
The company’s mission is to advance the care of patients suffering from
life-threatening diseases worldwide. Gilead has operations in more than
30 countries worldwide, with headquarters in Foster City, California.
Galapagos Forward-Looking Statements
This release may contain forward-looking statements, including
statements regarding the timing of the receipt of the $300 million
upfront license fee payment and the amount and timing of other potential
future milestone and/or royalty payments by Gilead, the future
collaboration with Gilead, the expexted timing and design of ongoing and
planned clinical trials with filgotinib, and the further development and
commercialization of filgotinib. Galapagos cautions the reader that
forward-looking statements are not guarantees of future performance.
Forward-looking statements involve known and unknown risks,
uncertainties and other factors which might cause the actual results,
financial condition and liquidity, performance or achievements of
Galapagos, or industry results, to be materially different from any
historic or future results, financial conditions and liquidity,
performance or achievements expressed or implied by such forward-looking
statements. In addition, even if Galapagos’ results, performance,
financial condition and liquidity, and the development of the industry
in which it operates are consistent with such forward-looking
statements, they may not be predictive of results or developments in
future periods. Among the factors that may result in differences are the
inherent uncertainties associated with competitive developments,
clinical trial and product development activities and regulatory
approval requirements (including that data from Galapagos’ and Gilead’s
ongoing clinical research programs with filgotinib may not support
registration or further development of filgotinib due to safety,
efficacy or other reasons), Galapagos’ reliance on collaborations with
third parties (including its collaboration partner, Gilead, who may not
devote sufficient resources to the development and commercialization of
filgotinib), and estimating the commercial potential of our product
candidates. A further list and description of these risks, uncertainties
and other risks can be found in the company’s Securities and Exchange
Commission filing and reports, including in the company’s prospectus
filed with the Securities and Exchange Commission on May 14, 2015 and
subsequent filings and reports filed by the company with the Securities
and Exchange Commission. Given these uncertainties, the reader is
advised not to place any undue reliance on such forward-looking
statements. These forward-looking statements speak only as of the date
of publication of this document. Galapagos expressly disclaims any
obligation to update any such forward-looking statements in this
document to reflect any change in its expectations with regard thereto
or any change in events, conditions or circumstances on which any such
statement is based or that may affect the likelihood that actual results
will differ from those set forth in the forward-looking statements,
unless specifically required by law or regulation.
Gilead Forward-Looking Statement
This press release includes forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 that are
subject to risks, uncertainties and other factors, including risks that
the parties will be unable to develop and commercialize filgotinib for
the treatment of rheumatoid arthritis or any other indications. These
risks, uncertainties and other factors could cause actual results to
differ materially from those referred to in the forward-looking
statements. The reader is cautioned not to rely on these forward-looking
statements. These and other risks are described in detail in Gilead’s
Quarterly Report on Form 10-Q for the quarter ended September 30, 2015,
as filed with the U.S. Securities and Exchange Commission. All
forward-looking statements are based on information currently available
to Gilead, and Gilead assumes no obligation to update any such
forward-looking statements.
1 Belgian Act of 2 May 2007 on the disclosure of major
shareholdings in issuers whose shares are admitted to trading on a
regulated market
View source version on businesswire.com: http://www.businesswire.com/news/home/20160119006720/en/
Source: Gilead Sciences, Inc.
Galapagos ContactsInvestors:Elizabeth
Goodwin, +1 781-460-1784VP IR & Corporate Communicationsir@glpg.comorMedia:Evelyn
Fox, +31 6 53 591 999Director Communicationscommunications@glpg.comGilead
ContactsInvestors:Patrick O’Brien, +1
650-522-1936patrick.o'brien@gilead.comorMedia:Michele
Rest, +1 650-577-6935michele.rest@gilead.com
