Two Pioneers in Biotech

Galapagos

Executing a Focused Cell Therapy Vision in Oncology

Galapagos will focus on unlocking the broad potential of its decentralized cell therapy manufacturing platform in oncology, which enables the delivery of fresh, stem-like early memory cell therapy in a median vein-to-vein time of seven days, and on advancing its cell therapy pipeline of potentially best-in-class assets which will not be subject to the OLCA as of the separation.

It will continue to advance its deep cell therapy pipeline which currently comprises investigational therapies in more than 10 indications for multiple aggressive hematological and solid tumors, addressing patients in urgent need of better treatment options.

Looking ahead, Galapagos plans to initiate pivotal development of its most advanced program in 2026, targeting a first approval in 2028. Its early-stage pipeline of armed, multi-targeting next-generation cell therapy assets provides a strong foundation for sustainable value-creation and is expected to generate at least one clinical candidate per year starting in 2026, reinforcing its commitment to continuous innovation and patient impact.

To achieve its goal of becoming a global leader in cell therapy in oncology, Galapagos is seeking partners to take over its small molecule portfolio, including GLPG3667, its oral TYK2 inhibitor in auto-immune indications currently in phase 3-enabling studies for systemic lupus erythematosus and dermatomyositis.

Galapagos agreed with Gilead in the framework of this intended separation, that we will assign the Option, License and Collaboration Agreement (OLCA) to SpinCo as of the effective date of the separation. As of the separation, Galapagos will be released from the collaboration and will have full global development and commercialization rights to its pipeline, which will no longer be subject to Gilead’s opt-in rights under the OLCA, subject to payment of single digit royalties to Gilead on net sales of certain products.

After the Separation, Galapagos will retain its existing corporate structure, the Galapagos shares will remain admitted to listing and trading on Euronext Brussels and Euronext Amsterdam, and the Galapagos ADSs will remain listed on Nasdaq. Upon separation, Galapagos will have approximately €500 million in cash to fund its operations and advance its pipeline of potential best-in-class cell therapies.

SpinCo

Building a Pipeline of Innovative Medicines Through Transactions

SpinCo is a new biotechnology company, formed in anticipation of the separation, with the purpose of identifying transaction opportunities and investing to build a pipeline of innovative medicines with demonstrated proof-of-concept through one or more transformative transactions, with an initial focus in oncology, immunology and virology, areas that still represent significant unmet patient needs.

SpinCo will establish a Board of Directors with the majority of its members being independent and it will be led by a small seasoned executive team with a proven track record in biotechnology company-building and strategic transaction execution.

As of the separation, the global Option, License and Collaboration Agreement between Galapagos and Gilead (OLCA) will be assumed by SpinCo. SpinCo will execute on its business plan in partnership with its collaboration partner Gilead by acquiring products, product candidates or research and development programs, either directly or through the acquisition of one or more companies operating in our therapeutic focus areas. In the proposed separation, SpinCo will initially be funded with approximately €2.45 billion in cash and cash equivalents from Galapagos.

For future transactions, Gilead has committed to negotiating in good faith amendments to the OLCA, on a transaction-by-transaction basis to achieve positive value for SpinCo and all of its shareholders. To date, Gilead has demonstrated flexibility in amending the key financial and structural terms of the OLCA to support Galapagos in its assessment of potential business development opportunities to enable value creation. We expect incentives between SpinCo and Gilead to be aligned such that SpinCo can pursue high-quality assets, fund development and invest in its portfolio, so that potential significant future value creation is retained for SpinCo and all of its shareholders.

SpinCo will apply to have its shares listed on Euronext Brussels and Amsterdam, and to have its American depositary shares representing its shares listed on Nasdaq Global Select Market.