Extension of lock-up period in Gilead-Galapagos collaboration agreement
April 08 2021 - 4:01PM
Extension of lock-up period in Gilead-Galapagos collaboration
agreement
Mechelen, Belgium; 08 April 2021; 22.01
CET; Galapagos (Euronext & Nasdaq; GLPG) announced today that
Gilead and Galapagos signed an amendment to the share subscription
agreement closed in 2019, extending the full lock-up of Gilead’s
current shareholding in Galapagos to 2024.
In August 2019, Gilead and Galapagos entered
into a 10-year global transformative research and development
collaboration, giving Gilead access to Galapagos’ innovative
portfolio of compounds and drug discovery platform. As part of the
transaction, Gilead made a $1.1B equity investment, increasing
Gilead’s stake in Galapagos from approximately 12.3% to 22% of the
issued and outstanding shares in Galapagos. In addition, Galapagos
issued two warrants, allowing Gilead to further increase its
ownership of Galapagos to up to 29.9% of the company’s issued and
outstanding shares. Through the exercise of a first warrant,
Gilead’s shareholding further increased to 25.1%. The most recent
transparency notice received by Galapagos from Gilead indicates a
25.5% ownership position.
The amendment announced today stipulates that
the full lock-up is extended: Gilead is now committed to a full
lock-up of 5 years, retaining all of its 16,707,477 shares
(currently 25.5%) until 22 August 2024. Previously, there was a
full lock-up of 2 years, followed by a 3-year period during which
the company would have held a minimum of 20% of outstanding shares.
The lock-up restrictions are subject to certain exceptions as
provided in the share subscription agreement.
Commenting on the amendment, Gilead CFO Andrew
Dickinson said, “We remain strongly committed to our long-term
collaboration. We continue to see significant value in Galapagos’
unique target discovery approach, and we support Galapagos, as the
company works to deliver on this potential.”
Bart Filius, COO and President of Galapagos,
added, “The amendment announced today highlights Gilead’s
commitment and support for our 10-year collaboration. We greatly
benefit from Gilead’s scientific, developmental, and commercial
know-how, and we look forward to continuing to work together as we
push novel modes of action drugs forward, with the shared goal to
help patients worldwide.”
About the Gilead-Galapagos
collaborations
In August 2019, Galapagos and Gilead entered
into a 10-year global transformative research and development
collaboration. Through this agreement, Gilead gained access to an
innovative portfolio of compounds and a proven drug discovery
platform. Gilead received an exclusive product license and option
rights to develop and commercialize all current and future programs
in all countries outside Europe.
Gilead and Galapagos also have a collaboration
for the development and commercialization of filgotinib, originally
signed in 2015, with a new agreement announced in December 2020.
Through a phased transition including the transfer of filgotinib’s
marketing authorization to Galapagos, the majority of activities
supporting filgotinib in Europe are expected to be assumed by
Galapagos by the end of 2021. Under the new operating model, Gilead
retains commercial rights and remains marketing authorization
holder for filgotinib outside of Europe, including in Japan.
Gilead and Galapagos continue to investigate the
potential for filgotinib to support patients living with
Inflammatory Bowel Disease (IBD). Gilead will retain operational
responsibility for the current trials in Crohn’s disease while
Galapagos will assume operational responsibility for ongoing trials
in ulcerative colitis (UC). Filgotinib in UC has been filed
in Europe and a global Phase 3 program is ongoing in Crohn’s
Disease. More information about clinical trials can be accessed at
www.clinicaltrials.gov.
About GalapagosGalapagos NV
discovers and develops small molecule medicines with novel modes of
action, several of which show promising patient results and are
currently in late-stage development in multiple diseases. Our
pipeline comprises Phase 3 through to discovery programs in
inflammation, fibrosis, and other indications. Our ambition is to
become a leading global biopharmaceutical company focused on the
discovery, development, and commercialization of innovative
medicines. More information at www.glpg.com.
Contacts
Investors: Elizabeth Goodwin VP Investor Relations
+1 781 460 1784
Sofie Van Gijsel Senior Director Investor Relations +32 485 19
14 15 ir@glpg.com
Media: Carmen Vroonen Global Head
Communications & Public Affairs +32 473 824 874
Kyra ObolenskySenior Director Corporate Communications +32 491
92 64 35
communications@glpg.com
Galapagos Forward-Looking Statements
This press release includes forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995, as amended, that are subject to risks,
uncertainties and other factors that could cause actual results to
differ materially from those referred to in the forward-looking
statements and, therefore, the reader should not place undue
reliance on them. These risks, uncertainties and other factors
include, without limitation, the risk that Gilead and Galapagos may
not be able to successfully implement the transaction and transfer
of European rights and activities related to filgotinib on the
anticipated timeline or at all, inherent risks associated with
clinical trial and product development activities, competitive
developments, and regulatory approval requirements, the timing or
likelihood of regulatory authorities’ approval of marketing
authorization for filgotinib for UC, Crohn’s, or other indications,
including the risk of such regulatory authorities requiring
additional studies, as well as those risks and uncertainties
identified in our Annual Report on Form 20-F for the year ended 31
December 2020 and our subsequent filings with the SEC. All
statements other than statements of historical fact are statements
that could be deemed forward-looking statements. The
forward-looking statements contained herein are based on
management’s current expectations and beliefs and speak only as of
the date hereof, and Galapagos makes no commitment to update or
publicly release any revisions to forward-looking statements in
order to reflect new information or subsequent events,
circumstances or changes in expectations.
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