New collaboration structure achieves meaningfully improved financial terms and flexibility for Galapagos 

Following this transaction, the Company will continue to have a majority of its cash remaining for additional strategic transactions and other capital allocation priorities

Opportunity to develop a potential first-in-class & best-in-class T cell engager in autoimmune diseases with gamgertamig

Announcement in application of Article 7:97, §4/1 of the BCCA — Galapagos NV (Euronext & NASDAQ: GLPG) (“Galapagos” or the “Company”) announced that it has entered into a binding agreement (the "Framework Agreement") with Gilead Sciences, Inc. ("Gilead") in connection with Gilead's definitive agreement to acquire all of the outstanding equity interests of US-based Ouro Medicines, LLC ("Ouro"), a privately held biotechnology company focused on developing T cell engager therapies for autoimmune diseases.

Gamgertamig (OM336) is a clinical‑stage BCMAxCD3 T cell engager designed to enable rapid and deep plasma and B‑cell depletion following a short duration, subcutaneously administered treatment course. In ongoing Phase 1/2 clinical studies, gamgertamig has demonstrated transformative efficacy and a differentiated safety profile after a single treatment cycle in severe antibody-mediated orphan diseases, including autoimmune hemolytic anemia (AIHA) and immune thrombocytopenia (ITP). Gamgertamig has been granted both Fast Track and Orphan Drug Designation by the U.S. FDA for the treatment of AIHA and ITP and is expected to enter registrational studies as early as 2027.

BCMA‑targeted T cell engagers are being investigated as a precision approach for severe inflammatory and autoimmune diseases by eliminating pathogenic B cells and plasma cells. By redirecting a patient’s own T cells toward BCMA‑expressing plasma cells, clinical data suggest these agents can reduce inflammation, improve organ‑level disease, and in some cases enable durable, drug‑free remission without ongoing immunosuppression.

“Today marks an important milestone in the transformation of Galapagos as we are executing on our strategy,” said Henry Gosebruch, Chief Executive Officer of Galapagos. “This collaboration brings a clinically meaningful, high‑potential asset into our portfolio, while preserving the majority of our cash for future opportunities. Additionally, the risk-adjusted potential financial return from this collaboration is attractive and leverages our partner’s capabilities. We are pleased to have a cash pool of $500 million that provides greater standalone flexibility, enabling additional strategic transactions and supporting a possible return of up to $150 million capital to shareholders.”

Gosebruch continued, “We look forward to welcoming the talented and accomplished Ouro Medicines team to Galapagos and sharing several value enhancing catalysts this year for gamgertamig, as we further advance this potential first-in-class, best-in-class program for patients in indications with high unmet medical need.”

“From the outset, we saw the potential for gamgertamig to redefine the standard of care for immune-mediated diseases,” said Jaideep Dudani, PhD, Co-Founder and Chief Executive Officer of Ouro Medicines. “Since then, we’ve taken meaningful steps to advance that vision, with multiple trials now underway. With support from Gilead and Galapagos, we can build on the strong early foundation—leveraging its proven track record in late-stage development, launch, and commercialization to accelerate our programs and help deliver on the promise gamgertamig holds for patients with immune-mediated diseases, following our initial collaboration with Keymed Biosciences.”

“We are excited about partnering with Galapagos to maintain the momentum that has been generated by the nimble and agile biotech approach to rapidly advance gamgertamig, while leveraging our global commercial capabilities,” said Andrew Dickinson, Chief Financial Officer of Gilead.

Terms of the Framework Agreement with Gilead
On March 23, 2026, Gilead announced that it had entered into a definitive agreement to acquire all of the outstanding equity interests of Ouro for a total upfront cash consideration of $1.675 billion, subject to customary adjustments, and up to $500 million in contingent milestone payments (the "Acquisition"). In connection with the Acquisition, the Company has entered into the Framework Agreement with Gilead, which comprises the following components:

1. relief under the Option, License and Collaboration Agreement dated July 14, 2019 between the Company and Gilead (the "OLCA"), to enable the Company to deploy at least $500 million of its available cash independently from Gilead and outside the scope of the OLCA and the Ouro transaction, including up to $150 million for share buybacks (the “OLCA Waiver”);
2. a binding term sheet granting the Company licenses to certain intellectual property rights relating to Ouro's research programs, including Ouro's lead program of gamgertamig for development purposes, and to the BCMAxCD19xCD3 T cell engager program and other preclinical programs for development and commercialization purposes (the “Licensing Term Sheet”); and
3. a binding term sheet pursuant to which the Company would acquire substantially all Ouro’s operational assets in connection with the Acquisition, including facilities and personnel, such that the Company would obtain an operating business (the “Asset Acquisition Term Sheet”).
   
   

The Framework Agreement will only come into effect as from the completion of the Acquisition. The parties have agreed to enter into a collaboration agreement consistent with the terms of the binding term sheet.

Financial details of the Framework Agreement
Under the Framework Agreement, the Company's share of the total consideration for the Acquisition amounts to 50% of the upfront consideration of $1.675 billion and 50% of any contingent milestone payments, which also includes the consideration under the Asset Acquisition Term Sheet.

Under the Licensing Term Sheet, the Company is required to fund its share of payments owed to KeyMed Biosciences Chengdu Co., Ltd ("KeyMed") under the head license agreement between KeyMed and Ouro (the "KeyMed Agreement"), comprising 25% of the milestone payments and 50% of the royalty payments that become due to KeyMed with respect to gamgertamig products. The Company will also bear all costs of development prior to registrational studies for gamgertamig pursuant to agreed-upon research plans and budgets, including Ouro's current clinical trials, while costs of registration-enabling clinical development would be shared equally between the parties, with execution leadership divided by indication.

Galapagos is also eligible for up to $100 million milestones payments upon Gilead’s initiation of the first registrational trials for gamgertamig in certain other indications.

Gilead will be responsible for commercialization, including all related costs, globally outside of Keymed’s territories. Upon commercialization, Gilead will pay the Company tiered royalties between 20-23% on net sales of gamgertamig.

In addition, Galapagos will gain a preclinical portfolio of three additional autoimmune focused programs originally from Ouro, on which Gilead had the option to opt into a 50/50 profit split post clinical proof-of-concept for $75 million per program.

The OLCA Waiver allows the Company to spend $500 million of cash (and any additional cash generated from that amount) to acquire or develop research programs independently from Gilead and not subject to Gilead's rights under the OLCA. In addition, the Company can elect to use up to $150 million of that $500 million for potential share repurchases, dividend payments and other distributions of Company’s capital stock, subject to certain limitations.

Related party procedure
Gilead, the counterparty to the Framework Agreement, is a related party to the Company within the meaning of IAS 24. As of December 31, 2025, Gilead Therapeutics A1 Unlimited Company, an indirect wholly-owned subsidiary of Gilead, owned 25.35% of the Company's shares. Therefore, the Transaction has been subject to the procedure set out in Article 7:97 of the Belgian Code of Companies and Associations (“BCCA”).

A committee of three independent members of Galapagos’ Board of Directors (the "Committee") has reviewed the terms and conditions of the Framework Agreement in accordance with the provisions of Article 7:97 of the BCCA and has issued a written, reasoned advice to the Board of Directors. In its advice, the Committee concluded that: "Having regard to the foregoing considerations, the Committee is of the view that the Transaction is not manifestly unlawful in nature and that it is unlikely that the Transaction would result in disadvantages to the Company that are not outweighed by benefits to the Company. The Committee therefore advises favorably on the Transaction." The Board of Directors has, in its decision-making, not deviated from the conclusion of the Committee.

The Company's statutory auditor has carried out its assessment in accordance with Article 7:97, §4 of the BCCA, the conclusion of which reads as follows: "Based on our review, nothing has come to our attention that causes us to believe that the financial and accounting data reported in the advice of the Committee of independent directors dated on March 30, 2026 and in the minutes of the Board of Directors dated on March 30, 2026, which justify the proposed transaction, are not consistent, in all material respects, compared to the information we possess in the context of our mission. Our mission is solely executed for the purposes described in article 7:97 CCA and therefore our report may not be used for any other purpose."

Advisors
Morgan Stanley & Co., LLC is acting as financial advisor to Galapagos. Paul, Weiss, Rifkind, Wharton & Garrison LLP and Linklaters LLP are serving as legal counsel to Galapagos. The Committee has been assisted by MTS Health Partners, L.P. as independent financial expert to the Committee in connection with the Transaction.