Galapagos and Gilead complete closing of their global collaboration for filgotinib
January 19 2016 - 5:02PM
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
legislation[1], 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
2,800,692, 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% 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
Contacts |
|
Investors: |
Media: |
Elizabeth Goodwin |
Evelyn Fox |
VP IR & Corporate
Communications |
Director Communications |
+1 781 460 1784 |
|
+31 6 53 591 999 |
ir@glpg.com |
communications@glpg.com |
|
|
|
Gilead
Contacts |
|
Investors: |
Media: |
Patrick O'Brien |
Michele Rest |
Tel: +1 650 522 1936 |
+1 650 577 6935 |
patrick.o'brien@gilead.com |
michele.rest@gilead.com |
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 the performance by Gilead under the global license and
collaboration agreement on 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
Galapagos and Gilead complete closing of collaboration for
filgotinib http://hugin.info/133350/R/1980028/725319.pdf
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