Annual Report 2024
Pioneering science
to transform
patient outcomes
Galapagos NV Annual Report 2024
2
This report contains information required under Belgian law. Galapagos NV
is a limited liability company organized under the laws of Belgium, with its
registered office at Generaal De Wittelaan L11 A3, 2800 Mechelen, Belgium and
registered with the Crossroads Enterprise Database (RPR Antwerp – division
Mechelen) under number 0466.460.429.
Throughout this report, the term “Galapagos NV” refers solely to the non-con-
solidated Belgian company, and references to “we,” “our,” “the group” or “Gala-
pagos” include Galapagos NV together with its subsidiaries.
This report is published in Dutch and English. Galapagos will use reasonable
efforts to ensure the translation and conformity between the Dutch and English
versions. In case of inconsistency between the Dutch and English versions, the
Dutch version shall prevail.
This document is the printed or PDF version of the Annual Report 2024 and
is a free translation of the official Dutch language version in the European
single electronic format (ESEF) of the Annual Report 2024. The official Dutch
language ESEF version of the report prevails and is available on our website
(www.glpg.com).
This report, as well as the statutory financial statements of Galapagos NV, are
available free of charge and upon request to be addressed to: Galapagos NV
Investor Relations, Generaal De Wittelaan L11 A3 2800 Mechelen, Belgium,
Tel: +32 15 34 29 00, Email: ir@glpg.com
A digital version of this report, as well as the statutory financial statements
of Galapagos NV, are available on our website (www.glpg.com). We will use
our reasonable efforts to ensure the accuracy of the digital version, but do not
assume responsibility if inaccuracies or inconsistencies with the printed or PDF
document arise as a result of any electronic transmission. Other information
on our website, or on other websites, is not a part of this report. As a U.S. listed
company, we are also subject to the reporting requirements of the U.S. Securi-
ties and Exchange Commission, or SEC. An annual report will be filed with the
SEC on Form 20-F. Our annual report on Form 20-F is available in the SEC’s ED-
GAR database (www.sec.gov/edgar.shtml), and a link thereto is posted on
our website.
With the exception of filgotinib’s approval as Jyseleca® (which was transferred to
Alfasigma in early 2024 - see Portfolio) for the treatment of moderate-to-severe
rheumatoid arthritis and ulcerative colitis by the European Commission, Great
Britain’s Medicines and Healthcare products Regulatory Agency, and the Jap-
anese Ministry of Health, Labour and Welfare, our drug candidates mentioned
in this report are investigational; their efficacy and safety have not been fully
evaluated by any regulatory authority.
On January 8, 2025, Galapagos NV
announced that it entered into a
separation agreement with Gilead
pursuant to which Galapagos NV
intends to spin-off a portion of its
current cash balance as well as its
rights and obligations under certain
agreements with Gilead into a newly
incorporated entity, XYZ SpinCo NV
(“SpinCo”) (the “Separation”). The
Separation will be conducted in
accordance with the relevant provi-
sions of the Belgian Companies and
Associations Code.
Existing Galapagos shareholders will
be issued and allocated shares in
SpinCo in the same proportion as
their shareholdings in Galapagos.
SpinCo will focus on identifying and
investing in innovative medicines
with robust clinical proof-of-concept
in oncology, immunology, and/or vi-
rology through strategic business de-
velopment transactions. Completion
of the Separation is contingent upon
the approval of the partial demerger
by an Extraordinary Shareholders’
Meeting of Galapagos, as well as
certain other customary conditions.
The Separation is expected to occur
by mid-2025.
Upon completion of the Separation,
the shares of SpinCo will be admit-
ted to trading and listing on the reg-
ulated market of Euronext Brussels
and NASDAQ (through American
Depositary Shares (ADSs)).
For additional information on
the Separation, please refer to the
section “Agreements with major
Galapagos NV shareholders –
Intended separation” of this
annual report.
Separation of Galapagos
NV into two listed entities
About this Report
2
ABOUT THIS REPORT
Table of Contents
At a Glance
Letter to Our Stakeholders ................................................5
Key Company Facts ...........................................................7
2024 Achievements and Post-Period Events ....................7
2024 Financial Highlights ................................................11
Our Purpose and Strategy
Our Vision and Mission ....................................................19
Strategy to Unlock Value .................................................19
Platforms and Portfolio
Cell Therapies and Small Molecules ...............................22
R&D Pipeline in Oncology and Immunology ..................27
Sustainability Statements
General Disclosures .........................................................49
Environmental Information ............................................60
Social Information ...........................................................73
Governance Information .................................................77
Entity Specific Information .............................................80
Annexes ............................................................................82
Corporate Governance
Galapagos’ Corporate Governance Policies ...................92
Board of Directors of Galapagos NV ................................94
Committees ...................................................................106
Executive Committee of Galapagos NV ........................109
Galapagos NV’s Share Capital and Shares ....................113
Shareholders .................................................................116
Our Remuneration Policy ..............................................120
Remuneration Report ....................................................121
Conflict of Interests and Related Parties ......................136
Code of Conduct ............................................................139
Statement by the Board of Directors ............................140
Risk Management
Risk Management and Internal Control .......................142
Detailed Description of the Risk Factors in
Form 20-F ......................................................................143
Risks Related to Product Development and
Regulatory Approval .....................................................144
Risks related to Commercialization of Future
Products ........................................................................147
Risks Related to Our Financial Position and Need
for Additional Capital ....................................................147
Risks Related to Our Reliance on Third Parties ...........148
Risks Related to Our Intellectual Property ..................151
Risks Related to Our Competitive Position ..................152
Risks Related to Our Organization, Structure and
Operation ......................................................................153
Market Risks Relating to the Galapagos Shares ..........158
General Statement about Galapagos’ Risks ................158
Financial Statements
Consolidated Financial Statements .............................160
Notes to the Consolidated Financial Statements ........166
Overview Statutory Results of Galapagos NV ..............228
Report of the Statutory Auditor
Report of the Statutory Auditor ....................................231
Report of the Statutory Auditor
(Sustainability Statements) ..........................................237
Other Information
Forward-looking Statements .......................................243
Glossary .........................................................................245
Financial Calendar ........................................................254
Other Information .........................................................255
Contact ..........................................................................256
TABLE OF CONTENTS
Galapagos NV Annual Report 2024
3
At a
Glance
Dr. Paul Stoffels, Chair and CEO of Galapagos
1
Dear Reader,
At Galapagos, our focus is clear: developing innovative therapies to
improve patient outcomes.
This past year has been instrumental in our journey to transform cell
therapy. With the FDA’s Investigational New Drug clearance and the
compelling clinical data in three relapsed/refractory non-Hodgkin
lymphoma indications we presented at ASH for our lead CD19 CAR-T
candidate, GLPG5101, we have achieved strong validation of our
innovative and globally scalable cell therapy platform.
Our ability to deliver fresh, stem-like early memory ('young') CAR-T
treatment in a median vein-to-vein time of just seven days is a game-
changer, offering new hope to patients who need it most.
Through our partnership with Lonza, leveraging the Cocoon® platform,
and
our
collaborations
with
Thermo
Fisher
Scientific
and
miDiagnostics to develop an ultra-rapid PCR sterility test, we are
further
strengthening
our
unique
approach
to
cell
therapy
manufacturing.
To expand access to potential life-saving cell therapies, we have significantly grown our decentralized manufacturing
network, ensuring we are well-positioned to scale our innovative cell therapy platform globally. In the U.S., we have
established strategic collaborations with Thermo Fisher Scientific, Blood Centers of America, Excellos, Landmark Bio, and
most recently, Catalent. We also have collaborations with multiple manufacturing partners in key European markets.
In parallel, we further advanced our BCMA-directed CAR-T candidate, GLPG5301, in relapsed/refractory multiple myeloma.
Furthermore, we are expanding our early-stage pipeline of next-generation, multi-targeting, armored cell therapies for
hematological and solid tumors, accelerating innovation and driving long-term value creation. Additionally, through our
partnership with Adaptimmune, we are progressing uza-cel, a MAGE A4-directed TCR-T candidate for head and neck cancer,
reinforcing the potential of our platform and our commitment to delivering transformational therapies.
Beyond cell therapy, we have made strong progress with our small molecule portfolio and further advanced our TYK2
inhibitor, GLPG3667, in two Phase 3-enabling studies in systemic lupus erythematosus and dermatomyositis. Furthermore,
we have identified a promising potential best-in-class candidate in immunology to advance into IND-enabling studies.
In early 2025, we announced our intent to separate into two publicly traded entities, Galapagos and SpinCo. This bold
move aims to unlock shareholder value and sharpen our focus. It will also provide us with the autonomy to execute our
cell therapy growth strategy, while creating sustainable shareholder value, and ensuring that we serve patients as effectively
possible, now and in the future.
As part of this planned focus on cell therapy, we are discontinuing our small molecules research activities and are seeking
potential partners to take over our small molecule portfolio, including our TYK2 inhibitor, GLPG3667. The strategic
reorganization is expected to result in a reduction of approximately 300 positions across the organization in Europe. This is
a difficult but necessary step, and we are grateful to our departing employees for their significant contributions and their
dedication to making a difference in the lives of patients.
Letter to Our Stakeholders
Throughout this report, ‘Dr. Paul Stoffels’ should be read as ‘Dr. Paul Stoffels, acting via Stoffels IMC BV’
1
AT A GLANCE
Galapagos NV Annual Report 2024
5
SpinCo, with initially approximately €2.45 billion in cash and Gilead as a strategic partner, will focus on advancing a pipeline
of innovative medicines in oncology, immunology, and virology through transformational transactions. With support from
the Nomination Committee, our Board is actively recruiting a seasoned executive team and Independent Non-Executive
Directors with a strong track record in biotech company-building and strategic transaction execution for SpinCo.
As we enter the next phase for Galapagos, we are preparing for registrational trials and commercial readiness, and plan
to initiate pivotal development of GLPG5101 in 2026, with the goal of securing the first approval by 2028 using our
decentralized manufacturing approach.
Driven by our mission to make a transformational impact on patients’ lives, we remain inspired by the encouraging clinical
results we are seeing with our programs in hematological cancers. With a strong foundation in place, we are focused
on building for the future and growing into a global biotech company, delivering potential life-changing cell therapies to
patients who need them most.
None of this would be possible without the dedication of our employees, the trust of our shareholders, and the patients
who inspire us every day. Thank you for your support as we take the next step in shaping the future of Galapagos.
Sincerely,
Paul Stoffels1
Chair and Chief Executive Officer, Galapagos
Throughout this report, ‘Dr. Paul Stoffels’ should be read as ‘Dr. Paul Stoffels, acting via Stoffels IMC BV’
1
AT A GLANCE
Galapagos NV Annual Report 2024
6
We are a biotechnology company with operations in Europe and the U.S., dedicated to transforming patient outcomes
through life-changing science and innovation for more years of life and quality of life. Focusing on high unmet medical
needs, we unite compelling science, technology, and collaborative approaches to create a deep pipeline of potential best-
in-class medicines. With capabilities from lab to patient, including a decentralized cell therapy manufacturing platform, we
are committed to challenging the status quo and delivering results for our patients, employees, and shareholders.
Our goal is not just to meet current medical needs, but to anticipate and shape the future of healthcare, ensuring that our
innovations reach those who need them most.
In 2024, we further advanced our pipeline through focused execution of our innovation strategy, bringing us closer to
delivering transformational medicines to patients.
Key Company Facts
2024 Achievements and Post-Period Events
2024 Achievements
ONCOLOGY
GLPG5101 (CD19 CAR-T) program to expand to eight aggressive B-cell malignancies,
broadening patient reach and impact
The U.S. Food and Drug Administration (FDA) cleared the investigational new drug (IND) application for the Phase 1/2
ATALANTA-1 study of GLPG5101 in relapsed/refractory non-Hodgkin lymphoma (R/R NHL).
We presented new data from the ongoing ATALANTA-1 Phase 1/2 study at the 2024 Annual Meeting of the American
Society of Hematology (ASH). The oral presentation included updated data on patients with mantle cell lymphoma
(MCL), marginal zone lymphoma (MZL) / follicular lymphoma (FL), and diffuse large B-cell lymphoma (DLBCL). As of
the data cut-off on April 25, 2024, 49 patients had received cell therapy infusion, and safety and efficacy results were
available for 45 patients and 42 patients, respectively. High objective response rates (ORR) and complete response
rates (CRR) were observed in the pooled Phase 1 and Phase 2 efficacy analysis and GLPG5101 showed an encouraging
safety profile, with the majority of Grade ≥3 treatment emergent adverse events being hematological. One case of
cytokine release syndrome (CRS) Grade 3 was observed in Phase 1 and one case of immune effector cell-associated
neurotoxicity syndrome (ICANS) Grade 3 was observed in Phase 2. The preliminary results also demonstrated the
potential of Galapagos’ innovative decentralized manufacturing platform to deliver fresh, stem-like early memory CD19
CAR-T therapy in a median vein-to-vein time of seven days.
Beyond MZL/FL, DLBCL and MCL, the ATALANTA-1 study was further expanded in Europe to include patients with
additional aggressive B-cell malignancies such as high-risk first line DLBCL, Burkitt lymphoma (BL), and primary CNS
lymphoma (PCNSL).
AT A GLANCE
Galapagos NV Annual Report 2024
7
GLPG5201 (CD19 CAR-T) in relapsed/refractory chronic lymphocytic leukemia (R/R CLL)
and Richter transformation
We presented encore data from the EUPLAGIA-1 Phase 1/2 study of GLPG5101 at the annual meetings of the European
Society for Blood and Marrow Transplantation (EBMT), the European Hematology Association (EHA) and ASH. As of
the data cut-off on February 21, 2024, patient recruitment of the Phase 1 dose-finding part of EUPLAGIA-1 has been
completed and, 15 patients (6 at dose level 1 (DL1); and 9 at dose level 2 (DL2)) were enrolled, all of whom were
diagnosed with R/R CLL, and 9 with additional Richter Transformation (RT). All 15 Phase 1 batches were manufactured
using Galapagos’ decentralized platform and infused as a single fresh, fit product within a median vein-to-vein time
of seven days, with 80% of patients receiving the product in seven days. Safety and efficacy results were available
for 15 patients and demonstrated that at DL2, 8 of 8 patients responded to treatment (ORR of 100%), 5 of 8 patients
achieved a Complete Response (CRR of 63%), and 6 of 6 patients with RT responded to treatment (ORR of 100%).
GLPG5201 showed an encouraging safety profile with most treatment emergent adverse events of Grade 1 or 2, mostly
hematological. No CRS Grade ≥3 or any ICANS were observed. Two deaths occurred in patients with RT: one event
of cytomegalovirus colitis 14.5 months post-infusion in a patient with complete response (CR), and one death due to
disease progression 110 days post-infusion.
GLPG5301 (BCMA CAR-T) in relapsed/refractory multiple myeloma (R/R MM)
We voluntarily temporarily paused enrollment in the PAPILIO-1 Phase 1/2 study and submitted a protocol amendment
to the European regulatory authorities following one observed case of Parkinsonism.
We resumed enrollment in the Phase 1 part of the PAPILIO-1 Phase 1/2.
Early-stage pipeline comprising ten potential best-in-class cell therapies in hematology
and solid tumors as well as multiple small molecule assets in precision oncology
We further developed our proprietary early-stage, next-generation cell therapy pipeline, providing a strong foundation
for sustainable value-creation. It comprises multi-targeting, armored cell therapy constructs designed to improve
potency, prevent resistance, and improve persistence of CAR-Ts in hematological and solid tumors. The first armored,
bi-specific CAR-T candidate was selected to progress towards clinical development.
We presented strong preclinical proof-of-concept data at ASH for uza-cel, a MAGE-A4 directed TCR T-cell therapy
candidate in head and neck cancer, in partnership with Adaptimmune. The data demonstrated that Galapagos’
decentralized cell therapy manufacturing platform can produce uza-cel with features that may result in improved
efficacy and durability of response in the clinic compared with the existing manufacturing procedure.
We advanced our early-stage precision oncology small molecule programs, focusing on biologically validated targets to
develop potential best-in-class therapeutics in areas of high unmet medical needs.
IMMUNOLOGY
We further progressed our TYK2 inhibitor, GLPG3667, in two Phase 3-enabling studies for systemic lupus erythematosus
(SLE) and dermatomyositis (DM).
We advanced the early-stage small molecule pipeline and selected one potential best-in-class small molecule
candidate to advance into IND-enabling studies.
AT A GLANCE
Galapagos NV Annual Report 2024
8
OPERATIONAL
Through our partnership with Lonza, leveraging the Cocoon® platform, and our collaborations with Thermo Fisher
Scientific and miDiagnostics to develop an ultra-rapid PCR sterility test, we are further strengthening our unique
approach to cell therapy manufacturing.
We significantly expanded our network of decentralized cell therapy manufacturing units (DMUs) across the U.S.
through collaborations with Thermo Fisher Scientific (San Francisco area), Blood Centers of America (nationwide),
Landmark Bio (Boston area), and Excellos (San Diego area).
EXTERNAL INNOVATION
We signed a clinical collaboration agreement with an option to exclusively license Adaptimmune’s next-generation TCR
T-cell therapy (uza-cel) targeting MAGE-A4 for head and neck cancer, and potential future solid tumor indications, using
Galapagos’ cell therapy manufacturing platform.
We successfully completed the transfer of the Jyseleca® (filgotinib) business to Alfasigma S.p.A., including the European
and UK Marketing Authorizations, as well as all commercial, medical affairs, and development activities. As part of
the transaction, approximately 400 Galapagos employees across 14 European countries transitioned to Alfasigma. The
transfer is expected to generate annualized savings of approximately €200 million.
We established strategic collaboration and licensing agreements with BridGene Biosciences in precision oncology.
CORPORATE
The Board of Directors appointed Mr. Oleg Nodelman as Non-Executive Non-Independent Director by way of cooptation
effective October 7, 2024, replacing Dr. Dan Baker who stepped down on October 6, 2024.
At the Annual and Extraordinary Shareholders’ Meetings held on April 30, 2024, all proposed resolutions were approved,
including the revised 2024 Remuneration Policy and 2023 Remuneration Report.
The Board of Directors appointed Mr. Andrew Dickinson as Non-Executive Non-Independent Director by way of
cooptation effective March 27, 2024. Andrew Dickinson, Gilead’s Chief Financial Officer, replaced Daniel O’Day, Gilead’s
Chairman and Chief Executive Officer, who was a member of the Galapagos Board of Directors from October 22, 2019 to
March 26, 2024. Mr. Andrew Dickinson’s appointment has been confirmed at our Annual Shareholders’ Meeting of April
30, 2024.
POST-PERIOD EVENTS
Corporate
On January 8, 2025, we announced a plan to separate into two publicly traded entities aimed at unlocking shareholder
value and creating strategic focus.
SpinCo, a newly formed company (to be named later), will have approximately €2.45 billion in current Galapagos
cash, focusing on building a pipeline of innovative medicines through transformational transactions, with Gilead as
a strategic partner.
SpinCo will establish a Board of Directors with the majority of its members being independent. SpinCo will be
led by a small seasoned executive team with a proven track record in biotechnology company-building and
strategic transaction execution.
SpinCo plans to apply for listing on Euronext Amsterdam and Brussels and on Nasdaq, with all Galapagos
shareholders receiving SpinCo shares on a pro rata basis, proportional to their ownership of Galapagos shares
as of a record date to be established.
AT A GLANCE
Galapagos NV Annual Report 2024
9
As of the separation, the global option, license and collaboration Agreement with Gilead (OLCA) will be
assumed by SpinCo. 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.
Galapagos will focus on unlocking the broad potential of its innovative decentralized cell therapy manufacturing
platform, enabling the delivery of fresh, early stem-like memory cell therapy within a median vein-to-vein time of
seven days, and advancing its cell therapy pipeline of potentially best-in-class assets, which will not be subject
to the OLCA as of the separation. To drive long-term value creation in oncology cell therapy, Galapagos will
streamline its business and seek strategic partnerships for its small molecule assets, as part of its focused strategy
and optimized capital allocation. The planned reorganization is expected to result in a 40% workforce reduction,
impacting approximately 300 positions across Europe. Galapagos will continue to operate from its main hubs
in Princeton and Pittsburgh (U.S.), Leiden (Netherlands), and Mechelen (Belgium). At the time of the anticipated
SpinCo spin-off, Galapagos is expected to have €500 million in cash, securing a cash runway to 2028.
Cell therapy portfolio
Building on the encouraging data for GLPG5101, our investigational CAR-T therapy for relapsed/refractory non-Hodgkin
lymphoma (NHL) indications, and in line with our goal to streamline the business, we announced on February 12,
2025, that we are focusing our resources on accelerating GLPG5101 as our flagship CD19 CAR-T program. Pending
the advancement of GLPG5101 in additional indications, we are deprioritizing activities for GLPG5201, our second
CD19 CAR-T candidate. With the addition of double-refractory chronic lymphocytic leukemia (CLL) and Richter
transformation (RT) of CLL, both indications with significant unmet needs, GLPG5101 would be developed across
eight aggressive B-cell malignancies, further unlocking its broad potential to address significant unmet medical needs.
Patient enrollment is ongoing in Europe and patient screening has begun at activated U.S. clinical sites for the
ATALANTA-1 study.
In January 2025, we entered into a strategic collaboration with Catalent, a global contract development and
manufacturing organization (CDMO). Catalent’s commercial cell therapy manufacturing facility in Princeton, New
Jersey, will support manufacturing for Galapagos’ upcoming clinical studies in New Jersey, New York, and surrounding
areas.
In February 2025, we entered into a strategic collaboration with NecstGen, a leading CDMO dedicated to cell and gene
therapies located at the Leiden Bio Science Park, the Netherlands, to support decentralized manufacturing of our
candidate cell therapy products.
Small molecule portfolio
We are advancing our TYK2 inhibitor, GLPG3667, in two Phase 3-enabling studies for systemic lupus erythematosus
(SLE) and dermatomyositis (DM). Patient randomization for the SLE study was completed ahead of schedule in February
2025. Topline results for the entire GLPG3667 program are anticipated in the first half of 2026.
Following the planned strategic reorganization as announced early this year, we are seeking potential partners to take
over our small molecule assets, including GLPG3667 for SLE, DM, and other potential auto-immune indications.
AT A GLANCE
Galapagos NV Annual Report 2024
10
Consolidated Key Figures
(thousands of €, if not stated otherwise)
Year ended
December 31, 2024
Year ended
December 31, 2023
Income statement
Supply revenues
34,863
-
Collaboration revenues
240,786
239,724
Total net revenues
275,649
239,724
Cost of sales
(34,863)
-
R&D expenses
(335,459)
(241,294)
S&M, G&A expenses
(134,438)
(133,965)
Other operating income
40,773
47,272
Operating loss
(188,338)
(88,263)
Net financial results
185,253
93,888
Taxes
1,803
(9,613)
Net loss from continuing operations
(1,282)
(3,988)
Net profit from discontinued operations, net of tax
75,364
215,685
Net profit
74,082
211,697
Income statement from discontinued operations
Product net sales
11,475
112,339
Collaboration revenues
26,041
431,465
Cost of sales
(1,693)
(18,022)
R&D expenses
(8,152)
(190,177)
S&M, G&A expenses
(12,607)
(131,346)
Other operating income
56,180
13,003
Operating profit
71,244
217,262
Net financial results
4,218
499
Taxes
(98)
(2,076)
Net profit from discontinued operations, net of tax
75,364
215,685
Balance sheet
Cash and cash equivalents
64,239
166,803
Financial investments
3,253,516
3,517,698
R&D incentives receivables
172,611
178,688
Assets
4,135,719
4,357,396
Shareholders' equity
2,896,939
2,795,566
Deferred income
1,071,352
1,327,463
Other liabilities
167,428
234,367
2024 Financial Highlights
Financial Performance for the Year Ending December 31, 2024
AT A GLANCE
Galapagos NV Annual Report 2024
11
(thousands of €, if not stated otherwise)
Year ended
December 31, 2024
Year ended
December 31, 2023
Cash flow
Operational cash burn
(373,961)
(414,824)
Cash flow used in operating activities
(320,026)
(405,970)
Cash flow generated from investing activities
220,597
71,186
Cash flow used in financing activities
(4,924)
(5,001)
Decrease in cash and cash equivalents
(104,353)
(339,785)
Effect of currency exchange rate fluctuation on cash and cash equivalents
1,782
(1,522)
Cash and cash equivalents on December 31
64,239
166,810
Cash and cash equivalents from continuing operations
64,239
166,803
Cash and cash equivalents included in assets classified as held for sale
-
7
Financial investments on December 31
3,253,516
3,517,698
Total financial investments and cash and cash equivalents on December 31
3,317,755
3,684,514
Financial ratios
Number of shares issued on December 31
65,897,071
65,897,071
Basic and diluted earnings per share (in €)
1.12
3.21
Share price on December 31 (in €)
26.52
36.99
Total group employees on December 31 (number)(*)
704
1,123
(*) Including in 2023 476 employees related to the discontinued Jyseleca® business
The planned strategic reorganization and separation into two publicly traded companies announced on January 8, 2025,
was assessed to be a non-adjusting subsequent event for the financial statements for the year ended December 31, 2024.
As a consequence of the sale of our Jyseleca® (filgotinib) business to Alfasigma, the revenues and costs related to Jyseleca®
for the years 2024 and 2023 are presented separately from our results of the continuing operations on the line “Net profit
from discontinued operations, net of tax” in our consolidated income statement.
Total net revenues from our continuing operations amounted to €275.6 million in 2024, compared to €239.7 million last year.
The revenue recognition related to the exclusive access rights granted to Gilead for our drug discovery platform amounted
to €230.2 million in 2024 (compared to €230.2 million in 2023). We also recognized royalty income from Gilead for Jyseleca®
for €10.6 million in 2024 (compared to €9.5 million in 2023). Our deferred income balance at December 31, 2024 includes
€1.1 billion allocated to our drug discovery platform.
Cost of sales amounted to €34.9 million in 2024, compared to nil in 2023, and related to the supply of Jyseleca® to Alfasigma
under the transition agreement. The related revenues are reported in total net revenues, as supply revenues.
R&D expenses in 2024 amounted to €335.5 million, compared to €241.3 million in 2023.
Subcontracting costs increased by €77.1 million from €83.0 million in 2023 to €160.1 million in 2024 primarily driven by the
cell therapy programs in oncology. Depreciation and impairment costs in 2024 amounted to €35.4 million, compared to
€22.3 million in 2023, and increased due to the depreciation on the upfront exclusivity consideration paid to Adaptimmune.
Personnel costs decreased from €95.8 million in 2023 to €87.7 million in 2024 primarily due to lower accelerated non-cash
cost recognition for subscription right plans and reduced severance costs.
Continuing Operations
AT A GLANCE
Galapagos NV Annual Report 2024
12
S&M expenses amounted to €17.2 million in 2024, compared to €5.7 million in 2023, and increased due to higher personnel
costs related to strategic marketing in oncology. We also recorded in 2024 a bad debt provision of €4.0 million for a disputed
invoice.
G&A expenses amounted to €117.2 million in 2024, compared to €128.3 million in 2023. This cost decrease was explained
by a decrease in personnel costs to €52.6 million in 2024 compared €66.1 million in 2023, due to lower accelerated non-
cash cost recognition for subscription right plans and reduced severance costs. Depreciation and impairment expenses
decreased from €16.0 million in 2023 to €8.7 million in 2024 due to an impairment in 2023 of €7.6 million on a construction
project in Mechelen, Belgium. The increase in legal and professional fees from €23.3 million in 2023 to €34.0 million in 2024
mainly related to business development activities and corporate projects.
Other operating income (€40.8 million in 2024 compared to €47.3 million in 2023) decreased due to high grant income in
2023 (including grant from the National Institute of Health and Disability Insurance in 2023 of €6.1 million), and lower R&D
incentives income, partly offset by higher other operating income (rent income).
We reported an operating loss amounting to €188.3 million in 2024, compared to an operating loss of €88.3 million in 2023.
Net financial income in 2024 amounted to €185.3 million, compared to net financial income of €93.9 million in 2023.
Net financial income in 2024 was primarily attributable to €73.7 million of net fair value gains of our current financial
investments, and to €22.2 million of unrealized currency exchange gains on our cash and cash equivalents and current
financial investments at amortized cost in U.S. dollars. Net interest income amounted to €88.5 million in 2024 as compared
to €77.5 million of net interest income in 2023.
We had €1.8 million of tax income in 2024 (as compared to €9.6 million tax expenses in 2023). This decrease was primarily
due to the re-assessment in 2023 of net deferred tax liabilities and corporate income tax payables as a result of a one-off
intercompany transaction.
We reported a net loss from continuing operations in 2024 of €1.3 million, compared to a net loss from continuing
operations of €4.0 million in 2023.
Jyseleca® product net sales in Europe amounted to €11.5 million in 2024 consisting of sales to customers in January 2024.
Product net sales amounted to €112.3 million in 2023. Beginning February 1, 2024, all economics linked to the sales of
Jyseleca® in Europe are for the account of Alfasigma.
Collaboration revenues in discontinued operations related to revenue recognition of the collaboration agreement with
Gilead for the filgotinib development amounted to €26.0 million in 2024 compared to €429.4 million in 2023. The sale of the
Jyseleca® business to Alfasigma on January 31, 2024 led to the full recognition in revenue of the remaining deferred income
related to filgotinib.
Cost of sales related to Jyseleca® net sales were €1.7 million in 2024, compared to €18.0 million in 2023.
Total operating profit from discontinued operations amounted to €71.2 million in 2024, compared to an operating profit of
€217.3 million in 2023.
R&D expenses for the development of filgotinib amounted to €8.2 million in 2024, compared to €190.2 million in 2023.
Beginning February 1, 2024, all filgotinib development expenses still incurred during the transition period are recharged to
Alfasigma.
S&M expenses decreased from €113.4 million in 2023 to €11.5 million in 2024, while G&A expenses attributable to the
Jyseleca® business decreased from €18.0 million in 2023 to €1.1 million in 2024. Beginning February 1, 2024, all remaining
G&A and S&M expenses relating to Jyseleca® are recharged to Alfasigma. The G&A expenses for the year 2023 also included
one-off legal fees related to the transaction with Alfasigma for €3.5 million.
Discontinued Operations
AT A GLANCE
Galapagos NV Annual Report 2024
13
Other operating income in 2024 amounted to €56.2 million (€13.0 million in 2023) and comprised €52.5 million related to
the gain on the sale of the Jyseleca® business to Alfasigma. This result of the transaction was considering the following
elements:
The net financial results contained a positive effect of discounting the contingent consideration receivable from Alfasigma
for €4.0 million and a positive effect of discounting our long term deferred income of €0.2 million (€0.6 million discounting
expenses of our long term deferred income in 2023).
Net profit of discontinued operations attributable to the Jyseleca® business amounted to €75.4 million in 2024, compared
to €215.7 million net profit of discontinued operations in 2023.
We reported a net profit in 2024 of €74.1 million, compared to a net profit of €211.7 million in 2023.
Financial investments and cash and cash equivalents totaled €3,317.8 million on December 31, 2024 as compared to
€3,684.5 million on December 31, 2023.
Total net decrease in cash and cash equivalents and financial investments amounted to €366.7 million in 2024, compared
to a net decrease of €409.6 million in 2023. This net decrease was composed of (i) €374.0 million of operational cash burn
including €80.4 million cash impact of business development activities, (ii) €36.9 million acquisition of financial assets held
at fair value through other comprehensive income, (iii) €27.5 million of net cash in related to the sale of the Jyseleca®
business to Alfasigma of which €40.0 million has been transferred to an escrow account, offset by (iv) €56.7 million positive
changes in fair value of current financial investments, positive exchange rate differences and variation in accrued interest
income.
Operational cash burn (or operational cash flow if this liquidity measure is positive) is a financial measure that is not
calculated in accordance with IFRS. Operational cash burn/cash flow is defined as the decrease or increase in our cash and
cash equivalents (excluding the effect of exchange rate differences on cash and cash equivalents), minus:
1.
the net proceeds, if any, from share capital and share premium increases included in the net cash flow generated from/
used in (–) financing activities
2.
the net proceeds or cash used, if any, in acquisitions or disposals of businesses, the acquisition of financial assets held
at fair value; the movement in restricted cash and the net purchase/sale of financial investments, if any, the loans and
advances given to third parties, if any, included in the net cash flow generated from/used in (–) investing activities
3.
the cash used for other liabilities related to the acquisition or disposal of businesses, if any, included in the net cash
flow generated from/used in (–) operating activities.
€50.0 million of upfront payment received at closing of the transaction of which €40.0 million was paid into an escrow
account. This amount was kept in escrow for a period of one year after the closing date of January 31, 2024, and was
partially released in February 2025 (the remaining part being under discussion). We gave customary representations
and warranties which are capped and limited in time (at December 31, 2024, this €40.0 million is presented as “Escrow
account” in the statement of financial position).
€9.8 million of cash received from Alfasigma related to the closing of the transaction as well as €0.75 million of accrued
negative adjustment for the settlement of net cash and working capital.
€47.0 million of fair value on January 31, 2024 of the future earn-outs payable by Alfasigma to us (the fair value of these
future earn-outs at December 31, 2024 is presented on the lines “Non-current contingent consideration receivable” and
“Trade and other receivables”). As from February 1, 2024, we are entitled to receive earn-outs on net sales of Jyseleca®
in Europe from Alfasigma.
€40.0 million of liability towards Alfasigma on January 31, 2024 for R&D cost contributions of which €15.0 million was
paid in 2024 (at December 31, 2024, €25.0 million of liabilities for R&D cost contribution is presented in the statement of
financial position on the line “Trade and other liabilities”).
Cash, Cash Equivalents and Financial Investments
AT A GLANCE
Galapagos NV Annual Report 2024
14
This alternative liquidity measure is, in our view, an important metric for a biotech company in the development stage.
The following table presents a reconciliation of operational cash burn, to the closest IFRS measures, for each of the periods
indicated:
(thousands of €)
2024
2023
Decrease in cash and cash equivalents (excluding effect of exchange differences)
(104,353)
(339,785)
Less:
Net proceeds from capital and share premium increases
-
(1,770)
Net sale of financial investments
(319,035)
(94,233)
Acquisition of financial assets held at fair value
36,880
13,965
Cash out from the acquisition of subsidiaries, net of cash acquired
-
7,000
Cash out from the disposal of subsidiaries, net of cash disposed of
8,949
-
Cash used for other liabilities related to the disposal of subsidiaries
3,598
-
Total operational cash burn
(373,961)
(414,824)
To date, we have incurred significant operating losses, which are reflected in the consolidated balance sheet showing
€134.3 million accumulated losses as at December 31, 2024. We realized a consolidated net profit of €74.1 million for the
year ended December 31, 2024. Financial investments and cash and cash equivalents amounted to €3,317.8 million at
December 31, 2024.
We intend to separate into two publicly traded companies and to establish SpinCo with approximately €2.45 billion in
current cash. Following this planned transaction, we expect our normalized annual cash burn to be between €175 million
and €225 million, excluding restructuring costs. Upon separation, we expect to have approximately €500 million in cash to
accelerate our pipeline and fund our operations to 2028. We will thus be able to fund our operating expenses and capital
expenditure requirements at least for the next 12 months. The Board of Directors is also of the opinion that additional
financing could be obtained, if required. Taking this into account, as well as the potential developments of the drug
discovery and development activities, the Board of Directors is of the opinion that it can submit the financial statements
on a going concern basis. Whilst the financial investments and cash and cash equivalents are sufficient at least for the next
12 months, the Board of Directors points out that if the R&D activities go well, we may seek additional funding to support
the continuing development of our products or to be able to execute other business opportunities.
Going Concern Statement
AT A GLANCE
Galapagos NV Annual Report 2024
15
Galapagos NV (ticker: GLPG) has been listed on Euronext Amsterdam and Brussels since May 6, 2005 and on the Nasdaq
Global Select Market since May 14, 2015. In 2024, Galapagos NV was part of the BEL20 index (top 20 listed companies) on
Euronext Brussels, the AMX Index (Amsterdam Midcap-index) on Euronext Amsterdam, and the NBI (Nasdaq Biotechnology
Index) on Nasdaq in New York.
0
40
20
60
31.12.2024
01.04.2024
01.07.2024
01.10.2024
02.01.2024
GLPG.AM (in EUR)
GLPG.US (in USD)
In 2024, the average daily trading volume on Euronext was 89,108 shares and €2.5 million turnover. The daily trading volume
on Nasdaq in 2024 was 152,282 American Depository Shares (ADSs) and $4.5 million turnover.
0
Next Biotech Index
GLPG (Euronext)
31.12.2024
01.04.2024
01.07.2024
01.10.2024
02.01.2024
0.2
0.6
0.8
1.2
1.0
1.4
1.6
0.4
The Galapagos Shares in 2024
The Galapagos Share in 2024
Galapagos vs Next Biotech Index in 2024
AT A GLANCE
Galapagos NV Annual Report 2024
16
Nasdaq Biotechnology Index
GLPG (Nasdaq)
0
31.12.2024
01.04.2024
01.07.2024
01.10.2024
02.01.2024
0.2
0.6
1.0
0.8
1.2
1.4
0.4
17 analysts cover the Galapagos stock.
Our IR team participated in 9 investor conferences in Europe and the U.S. in 2024. Several broker-organized and self-
organized roadshows and (virtual) meetings were held throughout the U.S. and Europe, during which we held
approximately 242 investor meetings. We organized webcasts to present our 2023 Full Year, and our 2024 Q1, Half Year, and
Q4 results.
The main topics of discussion with investors in 2024 included progress of our pipeline and lead candidates, data presented
at ASH, the FDA IND clearance of the ATALANTA study, our oral presentation and showcase on GLPG5101 at ASH, new
collaboration agreements and news related to Board appointments and departures.
Our major shareholders as of December 31, 2024 are provided in the chart below:
25.35%
Gilead
56.83%
Other shareholders
7.03%
Van Herk Investments
10.77%
EcoR1 Capital
0.02%
Insiders
Galapagos vs Nasdaq Biotechnology Index in 2024
Investor Relations Activities
AT A GLANCE
Galapagos NV Annual Report 2024
17
Our Purpose
and Strategy
We transform patient outcomes
through life-changing science and
innovation for more years of life and
quality of life around the globe.
We accelerate transformational
innovation through the relentless
pursuit of ground-breaking science,
our entrepreneurial spirit, and a
collaborative mindset.
At Galapagos, we are committed to transforming patient outcomes through life-changing science and innovation. We take
pride in advancing our pipeline, driving innovation, pioneering for patients, and creating value for all stakeholders. We have
continued to evolve, undaunted by challenges and quickly adapting to the ever-changing biotech landscape, while staying
true to our mission.
On January 8, 2025, we announced a bold vision to strengthen our global leadership in oncology cell therapy through a
planned separation into two publicly traded entities: SpinCo (to be named later) and Galapagos.
This planned strategic reorganization aims to drive long-term value creation for patients, shareholders, employees, and
society, building on our strong foundation of pioneering science and transformative technology in cell therapy. It marks a
pivotal moment in our history, sharpening our focus on programs and indications with the fastest path to market. It will also
provide us with the autonomy to execute our cell therapy growth strategy, while creating sustainable shareholder value, and
ensuring that we serve patients as effectively as possible, now and in the future.
Our Vision and Mission
Our vision
Our mission
Strategy to Unlock Value
OUR PURPOSE AND STRATEGY
Galapagos NV Annual Report 2024
19
We will focus on unlocking the broad-reaching potential of our decentralized cell therapy manufacturing platform in
oncology and will continue to advance our cell therapy pipeline. To achieve our goal of becoming a global leader in cell
therapy in oncology, we are seeking potential partners to take over its small molecule portfolio, including GLPG3667, the
TYK2 inhibitor in auto-immune indications currently in phase 3-enabling studies for systemic lupus erythematosus and
dermatomyositis.
Following the reorganization, we expect our normalized annual cash burn to be between €175 million and €225 million,
excluding restructuring costs. Upon separation, we expect to have approximately €500 million in cash.
In the proposed separation, SpinCo will be capitalized with approximately €2.45 billion of Galapagos’ current cash. It
will be focused on building a pipeline of innovative medicines with robust demonstrated proof-of-concept in oncology,
immunology, and/or virology through strategic business development transactions. 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 with Gilead (OLCA) will be assumed by SpinCo.
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.
Strategic
Flexibility
Deliver on
clinical
progress
Build global
network and
leverage
platform with
partners
Progress
early-stage
pipeline
Strong
capabilities
with world
class talent
The completion of the spin-off of SpinCo is subject to receipt of approval from Galapagos shareholders and is expected to
occur by mid-2025.
Expected benefits of the planned separation
Galapagos: Executing a Focused Cell Therapy Vision in Oncology
SpinCo: Building a Pipeline of Innovative Medicines Through Transactions
Unlocking the Potential of Galapagos
Strong fundamentals in place to advance our innovative biotechnology company
OUR PURPOSE AND STRATEGY
Galapagos NV Annual Report 2024
20
Our Technology
Platforms and
Portfolio
CAR-T treatments have life-saving potential but despite continued progress, only 25%-30%* of eligible patients currently
receive it. Long lead times, costly central manufacturing and complex logistics continue to be limiting factors for large-scale
capacity and broad patient access.
Treatment Site
Manufacturing
Hub
Freeze
Thaw
Thaw
Freeze
Centralized
manufacturing
model
Vein-to-vein can take
weeks
Limited capacity/scalability
Complex logistics
Restricted access
Due to current
manufacturing constraints:
* Ref: Kourelis T, Bansal R, Patel KK, et al: Ethical challenges with CAR-T slot allocation with idecabtagene vicleucel manufacturing access. J Clin Oncol 40,
2022 (16_suppl; abstr e20021); Hoffman MS, Hunter BD, Cobb PW, Varela JC, Munoz J. Overcoming barriers to referral for chimeric antigen receptor T- cell
therapy in patients with relapsed/refractory diffuse large B-cell lymphoma. Transplant Cell Ther. 2023;29(7):440-448. Mikhael J, Fowler J, and Shah N
Chimeric Antigen Receptor T-Cell Therapies: Barriers and Solutions to Access. JCO Oncology Practice Vol 18, No 1
At Galapagos, our scientists are dedicated to addressing the urgent needs of cancer patients who cannot wait for treatment.
Cell Therapies and Small Molecules
Revolutionizing cell therapy manufacturing for faster and broader
patient access
CAR-T treatments have life-saving potential
But only 25%-30%* of eligible patients currently receive it
PLATFORMS AND PORTFOLIO
Galapagos NV Annual Report 2024
22
Our WHY
Bring cell therapies
to more patients to
save lives
Our HOW
Fresh, fit, stem-like
early memory cell therapy
in median 7 days
vein-to-vein, close to
cancer treatment
centers
To accelerate and expand access to cell therapies, we are pioneering a decentralized manufacturing approach that brings
production closer to patients. Our innovative cell therapy manufacturing platform has the potential to dramatically reduce
vein-to-vein time, the time between leukapheresis to infusion, from months or weeks to just seven days, thereby enabling
the rapid delivery of potential life-saving treatments.
Beyond speed, a fundamental goal of cell therapy manufacturing is to deliver fit T-cells with strong self-renewal capacity
and long-term functionality.1 In practice, T-cells often lose self-renewal capacity during culture and transduction, where they
differentiate and become exhausted.2
To meet these objectives, we are implementing a globally scalable, innovative, and decentralized cell therapy
manufacturing platform. This platform is designed to deliver fresh, fit, stem-like early memory T-cells with a median vein-to-
vein time of seven days, while also enhancing physician oversight and improving the patient experience.
Centralized Manufacturing
Decentralized Manufacturing
V
e
i
n
-
t
o
-
V
e
i
n
T
i
m
e
o
f
S
e
v
e
r
a
l
W
e
e
k
s
V
e
i
n
-
t
o
-
V
e
i
n
T
i
m
e
*
o
f
7
d
a
y
s
Modify T cells
into CAR-T cells
Modify T cells
into CAR-T cells
Thaw
Thaw
Infuse CAR-T
cells into the
patient
Extract T cells
from the
patient's blood
Infuse CAR-T
cells into the
patient
Extract T cells
from the
patient's blood
Freeze
Freeze
Shipment
Shipment
Shipment
Shipment
*Median Time
Pioneering the Future of Cell Therapy
Arcangeli S, Bove C, Mezzanotte C, Camisa B, Falcone L, Manfredi F, et al. CAR T cell manufacturing from naive/stem memory T lymphocytes enhances antitumor responses
while curtailing cytokine release syndrome. J Clin Invest. 2022;132(12):e150807. doi: 10.1172/JCI150807.
1
Watanabe N, Mo F, McKenna MK. Impact of manufacturing procedures on CAR T cell functionality. Front Immunol. 2022;13:876339. doi: 10.3389/fimmu.2022.876339.
2
PLATFORMS AND PORTFOLIO
Galapagos NV Annual Report 2024
23
Encouragingly, our platform has shown higher proportions of early T-cell phenotypes—including naïve/stem cell memory
(TN/SCM) and central memory (TCM) cells—in the final therapeutic product for our first-generation CD19 CAR-T product
candidates, GLPG5101 and GLPG5201 (see Portfolio section), compared to the starting material available after initial
leukapheresis. These findings reinforce the potential of our approach to redefine cell therapy manufacturing and improve
patient outcomes.
Central Site
Documents & Quality
Oversight
Personnel
Training
24/7
Technical
Support
Manufacturing & QC
Equipment
Material
Kits
DMU
DMU
E-Batch Record &
Workflow
Management
Clinic
Clinic
Clinic
Clinic
Galapagos’ innovative and differentiating decentralized cell therapy platform consists of an end-to-end xCellit® workflow
management and monitoring software system, a decentralized, functionally closed, automated manufacturing platform for
cell therapies (using Lonza’s Cocoon®) and a proprietary quality control testing and release strategy.
Flexible Decentralized Manufacturing Model:
Agile, reliable, scalable and consistent decentralized production near the clinic
Consistency by design
GMP production at a compliant facility
Centrally supplied equipment / material kits
Globally scalable
24/7 technical support
PLATFORMS AND PORTFOLIO
Galapagos NV Annual Report 2024
24
Allowing fresh product administration
Enabling 7-day vein-to-vein time
Cloud-based platform
that covers the entire
workflow and allows
real-time monitoring
Next-generation
automated and closed
manufacturing system
enables decentralized
production using
Lonza’s Cocoon®
Proprietary innovative
QC testing and release
strategy
Providing greater physician visibility
and improved patient experience
The Cocoon® Platform is a registered trademark of Lonza Group AG.
We are preparing to initiate pivotal development of our lead CD19 CAR-T candidate, GLPG5101, in 2026, with the goal of
obtaining the first approval in 2028, using our decentralized manufacturing approach. At the same time, we are committed
to leveraging our platform as broadly as possible with new modes-of-action and indications to further enhance patient
care. This includes advancing next-generation cell therapy programs, such as armored, multi-targeting constructs in both
hematological and solid tumors, to maximize impact.
To achieve these goals, and supported by our strong collaborations with Lonza (for the Cocoon® platform) and Thermo
Fisher Scientific (for the development of an ultra-rapid PCR sterility test together with miDiagnostics), we are scaling up
manufacturing capacity at our existing DMUs in the U.S., including Landmark Bio (Boston area), Excellos (San Diego area),
and Catalent (New Jersey, New York, and surrounding areas), as well as at multiple DMUs in key European markets.
Additional DMUs will be integrated into Galapagos’ network to ensure sufficient capacity to support future pivotal studies in
key regions.
With the 2022 acquisition of U.S.-based AboundBio, we have significantly expanded our capabilities in next-generation
cell therapy discovery and development. Our innovation engine is built on the ability to generate vast and diverse human
antibody libraries in multiple formats, including antigen-binding fragments (Fab), single-chain variable fragments (scFv),
and unique variable heavy (VH) domains. These libraries enable the rapid discovery of high-affinity binders, within days to
weeks, that can be optimized for development and adapted for various applications, such as multi-targeting CARs.
Our next-generation cell therapy pipeline provides a strong foundation for sustainable value-creation. It comprises multi-
targeting, armored cell therapy constructs designed to improve potency, prevent resistance, and improve persistence of
CAR-Ts in hematological and solid tumors.
We are preparing to initiate clinical development of our first armored, bi-specific CAR-T candidate in 2025, and our goal is to
expand our clinical pipeline with at least one new program per year starting in 2026.
By leveraging proprietary methodologies, we enhance binder diversity, affinity, and specificity, increasing the potential
for next-generation, multi-targeting, armored cell therapies. These innovations aim to address key limitations of existing
treatments by improving potency, preventing resistance, and enhancing therapy persistence, even in cases of relapse.
Galapagos’ Decentralized Manufacturing Model
Innovation engine to develop next-generation cell therapies
PLATFORMS AND PORTFOLIO
Galapagos NV Annual Report 2024
25
By combining our existing clinical pipeline with our next-generation portfolio and innovative manufacturing
approach, Galapagos is committed to reshaping the future of oncology care and making a meaningful impact
on patients' lives.
In small molecule drug discovery, an assay designed to assess target activity is exposed to large collections of small
chemical molecules, allowing the identification of chemical structures that interact with the target to block or activate its
activity, resulting in the target’s modulation in the cells and prevention of disease-causing effects.
We have built extensive expertise in small molecule research and development. Our in-house capabilities include chemical
library development, high throughput screening, pharmacology, and preclinical development with the goal of accelerating
the time from target identification to first-in-human clinical development.
On January 8, 2025, we announced a plan to separate into two publicly traded entities. As part of the planned strategic
reorganization, we are seeking partners to take over our small molecule portfolio.
We operate in a highly innovative industry characterized by pioneering advances in the understanding of disease biology,
rapidly changing technologies, strong intellectual property barriers to entry, and many companies involved in the discovery,
development and commercialization of novel medicines. We compete with a broad range of biopharmaceutical companies
that focus their research and development activities on oncology and immunology, including drug modalities that compete
with our focus areas of small molecules, CAR-T cell therapies and biologics.
For more information on industry trends and risks, we refer to the Risk Management section of this report.
Small Molecule Platform
Competitive environment
PLATFORMS AND PORTFOLIO
Galapagos NV Annual Report 2024
26
The following diagram provides an overview of our lead cell flagship program GLPG5101 and cell therapy candidates in
clinical and preclinical development as of the date of the publication of this report:
HEMATOLOGICAL TUMORS
Candidate
Target
Class
Indication
Discovery
IND/CTA-
Enabling
Phase 1
Phase 2
GLPG5101*
CD19
CAR-T
Double-refractory,
aggressive, B-cell
malignancies
FL/MZL
MCL
DLBCL
PCNSL
High risk DLBCL
BL
DLBCL-RT
CLL
MM
R/R multiple myeloma
B-cell malignancies
Multiple myeloma
CAR-T
CAR-T
CAR-T
TCR-T
CAR-T
CAR-T
BCMA
Armored bi-specific
Non-disclosed
MAGE-A4, expressing CD8α
Non-disclosed
Non-disclosed
GLPG5301
Asset 1
Asset 2
SOLID TUMORS
Head & neck cancer
SCLC and neuro-endocrine
Platinum-resistant ovarian
Uza-cel1
Asset 3
Asset 4
PLATFORMS AND PORTFOLIO
Galapagos NV Annual Report 2024
27
Product
Candidate
Target
Study
Drug class
Indication
Discovery
IND-
Enabling
Phase 1
Phase 2
GALACELA
GALARISSO
Systemic lupus erythematosus
Dermatomyositis
Inflammatory bowel disease
Inflammation/auto-immune disorders
Solid tumors
Small molecule
Small molecule
Small molecule
Small molecule
Undisclosed
Multiple
Multiple
TYK2
pBIC asset
pBIC assets
pBIC assets
GLPG3667
Cancer affects us all, leaving no one untouched. The urgency for effective, broadly accessible treatment options is
paramount, as many patients face a grim prognosis, with survival often measured in months rather than years. Advances in
cancer research stand as a beacon of hope, offering the potential to transform patient outcomes.
At Galapagos, we are dedicated to redefining cancer treatment, striving to turn cancers into manageable chronic conditions,
or even curable diseases. Our oncology researchers are committed to overcoming the devastating impact of cancer by
accelerating novel approaches to targeting the disease from multiple angles. This includes pioneering next-generation
therapies and breakthrough manufacturing technologies that enhance accessibility and efficacy.
We believe that the most transformative progress comes from combining cutting-edge science and technology, both within
and beyond our organization, to establish a new, multi-faceted treatment paradigm for cancers with significant unmet
medical needs.
We are advancing a broad cell therapy pipeline for multiple aggressive hematological and solid tumors, addressing patients
in urgent need of better treatment options.
Our pipeline includes investigational therapies in more than 10 indications:
Immunology
>5 programs across immunology indications identified
TYK2 inhibitor, GLPG3667, in Phase 3-enabling studies in SLE and DM - has potential in other auto-immune
indications
Oncology
>5 programs across cancer types identified
Deliver precision medicines
Oncology
B-cell malignancies: clinical programs in mantle cell lymphoma (MCL), marginal zone lymphoma (MZL)/follicular
lymphoma (FL), diffuse large B-cell lymphoma (DLBCL), high-risk first-line DLBCL, Burkitt lymphoma (BL), primary CNS
lymphoma (PCNSL), relapsed/refractory chronic lymphocytic leukemia (R/R CLL), Richter transformation (RT) of CLL
and relapsed/refractory multiple myeloma (R/R MM) as well as early-stage programs in high unmet need indications.
Solid tumors: uza-cel, a TCR-T candidate for head and neck cancer, in partnership with Adaptimmune, and early-stage
programs in additional indications of high unmet needs, including small cell lung cancer (SCLC), neuro-endocrine and
ovarian cancer.
PLATFORMS AND PORTFOLIO
Galapagos NV Annual Report 2024
28
Looking ahead, we plan to initiate pivotal development of our most advanced program in 2026, targeting a first approval in
2028. Our early-stage pipeline is expected to generate at least one clinical candidate per year starting in 2026, reinforcing
our commitment to continuous innovation and patient impact.
GLPG5101 is a second generation anti-CD19/4-1BB CAR-T product candidate, administered as a single fixed intravenous
dose. The safety, efficacy and feasibility of decentralized manufactured GLPG5101 are currently being evaluated in the
ATALANTA-1 Phase 1/2 study in patients with relapsed/refractory non-Hodgkin lymphoma (R/R NHL).
The primary objective of the Phase 1 part of the study is to evaluate safety and to determine the recommended dose
for the Phase 2 part of the study. Secondary objectives include assessment of efficacy and feasibility of decentralized
manufacturing of GLPG5101.
The dose levels that were evaluated in Phase 1 are 50x106 (DL1), 110x106 (DL2) and 250x106 (DL3) CAR+ viable T-cells.
The primary objective of the Phase 2 part of the study is to evaluate the Objective Response Rate (ORR) while the secondary
objectives include Complete Response Rate (CRR), duration of response, progression free survival, overall survival, safety,
pharmacokinetic profile, and the feasibility of decentralized manufacturing. Each enrolled patient will be followed for
24 months.
Phase 1
primary objectives:
Safety and
determination
of an RP2D
Phase 2
primary objective:
Efficacy (ORR)
Safety
Efficacy (including duration of response and minimal residual disease)
Pharmacokinetics and pharmacodynamics
Feasibility of decentralized manufacturing
Phase 1/2 secondary objectives:
No prior CD19-targeted
therapies
Phase 1 dose escalation:
DLBCL
Primary refractory or first
relapse
FL, MZL, MCL
Relapsed or refractory
after 2 prior treatments
Phase 2 expansion cohorts:
DLBCL, HR DLBCL,
a FL + MZL, MCL,
BL, PCNSL
Key eligibility criteria
Day –6 to Day –4:
Flu/Cy conditioning chemoc
Decentralized
manufacturing
GLPG5101
single fresh
infusion
Screening
Leukapheresis
Day –35b
Day –7
Day 0
Day 28
Follow-up
First response
assessment
aPatients with no prior therapies and IPI 3–5, or double/triple-hit lymphoma on interim PET scan. bScreening could take place up to a maximum of 28
days prior to leukapheresis. cConditioning chemotherapy: fludarabine IV (30 mg/m2/day); cyclophosphamide IV (300 mg/m2/day). BL, Burkitt lymphoma;
Cy, cyclophosphamide; FL, follicular lymphoma; Flu, fludarabine; (HR) DLBCL, (high-risk) diffuse large B-cell lymphoma; IPI, international prognostic
index; IV, intravenous; MCL, mantle cell lymphoma; MZL, marginal zone lymphoma; ORR, objective response rate; PCNSL, primary central nervous system
lymphoma; PET, positron emission tomography; RP2D, recommended Phase 2 dose.
GLPG5101: CD19 CAR-T to expand to eight aggressive B-cell malignancies,
broadening patient reach and impact
ATALANTA-1 phase 1/2 study design and objectives
PLATFORMS AND PORTFOLIO
Galapagos NV Annual Report 2024
29
Phase 1
Phase 2
Characteristic
DL1
n = 7
DL2
n = 11
DL3
n = 2
All patients
N = 20
All patients
N = 25
Age, median (range), years
63.0 (50–77)
67.0 (25–78)
67.5 (63–72)
66.5 (25–78)
67.0 (40–81)
Male sex, n (%)
7 (100)
5 (46)
1 (50)
13 (65)
16 (64)
Race: white, n/n available (%)
7/7 (100)
10/10 (100)
1/1 (100)
18/18 (100)
25/25 (100)
NHL subtype, n (%)
DLBCL
4 (57)
7 (64)
2 (100)
13 (65)
0
MCL
2 (29)
1 (9)
0
3 (15)
5 (20)
FL
1 (14)
2 (18)
0
3 (15)
16 (64)
MZL
0
1 (9)
0
1 (5)
4 (16)
IPI/MIPI/FLIPI score at screening, high risk, n (%)
3 (43)
4 (40)
1 (50)
8 (42)
14 (56)
ECOG PS: 0/1/2 n (%)
4(57) /
3(43) /
0
3(27) /
7(64) /
1(9)
0 /
2(100) /
0
7(35) /
12(60) /
1(5)
13(52) /
7(28) /
5(20)
All prior therapies, median (range)
3 (2–7)
2 (1–7)
1.5 (1–2)
2.5 (1–7)
3 (2–11)
Prior systemic therapies, median (range)
3 (2–6)
2 (1–6)
1.5 (1–2)
2 (1–6)
3 (2–6)
Ann Arbor disease stage: II/III–IV, n (%)
0 /
7(100)
1(9) /
10(91)
1(50) /
1(50)
2(10) /
18(90)
5(20) /
20(80)
DL1 = 50 × 106 CAR+ T cells; DL2 = 110 × 106 CAR+ T cells; DL3 = 250 × 106 CAR+ T cells. Data cutoff: April 25, 2024. CAR, chimeric antigen receptor; DL, dose level; DLBCL, diffuse large B-
cell lymphoma; ECOG PS, Eastern Cooperative Oncology Group performance status; FL, follicular lymphoma; (M, FL)IPI, (MCL, FL) international prognostic index; MCL, mantle cell
lymphoma; MZL, marginal zone lymphoma; NHL, non-Hodgkin lymphoma
In December 2024, we presented new data4 from the ongoing ATALANTA-1 Phase 1/2 study at the 2024 Annual Meeting of
the American Society of Hematology (ASH) Meeting, which included updated data on patients with mantle cell lymphoma
(MCL), marginal zone lymphoma (MZL) / follicular lymphoma (FL), and diffuse large B-cell lymphoma (DLBCL).
As of the data cut-off on April 25, 2024, 49 patients had received cell therapy infusion, and safety and efficacy results were
available for 45 patients and 42 patients, respectively. The results are summarized below:
Demographics and baseline characteristics of ATALANTA-1:
heavily pre-treated NHL patient population
High objective response rates (ORR) and complete response rates (CRR) were observed in the pooled Phase 1 and
Phase 2 efficacy analysis set, split by indication:
In MCL, all 8 of 8 efficacy-evaluable patients responded to treatment (ORR and CRR 100%).
In MZL/FL, objective and complete responses were observed in 20 of 21 efficacy-evaluable patients (ORR and CRR
95%).
In DLBCL, 9 of 13 efficacy-evaluable patients responded to treatment (ORR 69%), with 7 patients achieving a
complete response (CRR 54%). Of the 7 patients with DLBCL who received the higher dose, 6 responded to
treatment (ORR 86%) while 5 achieved a complete response (CRR 71%).
Of the 15 minimal residual disease (MRD)-evaluable patients with a complete response, 12 patients (80%) achieved MRD
negativity and remained in complete response at data cut-off.
The median study follow-up was 3.3 months for FL and DLBCL with a range of 0.9-21.2 months, and 4.4 months for MCL
with a range of 1-24.4 months.
GLPG5101 showed an encouraging safety profile, with the majority of Grade ≥3 treatment emergent adverse events
being hematological. One case of CRS Grade 3 was observed in Phase 1 and one case of ICANS Grade 3 was observed in
Phase 2.
Data presented at ASH 2024 (Kersten MJ, et al). Oral ASH presentation #93, 7 Dec 2024. Cut-off date: April 25, 2024
4
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Galapagos NV Annual Report 2024
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High OR and CR rates were observed (best response at any time after infusion)a
100
80
0
20
40
60
Patients (%)
DLBCL (n = 13)
FL (n = 16)/MLZ (n=5)
MCL (n = 8)
PR
CR
No response (stable disease, progressive disease, or not evaluable)
Best response:
DLBCL
ORR 69%
CRR 54%
(DL2 [n = 7]: ORR 86%, CRR 71%)
MCL
ORR 100%
CRR 100%
7/13
2/13
4/13
1/21
20/21
8/8
FLb/MZL
ORR 95%
CRR 95%
aTwo patients who received cryopreserved product were not included in the efficacy analyses; both patients were in CR at data cutoff. bThree patients
with FL were not included in the Phase 2 response outputs as the first response assessment data were not available at data cutoff. Data cutoff: 25 April
2024. CR, complete response; CRR, complete response rate; DL, dose level; DLBCL, diffuse large B-cell lymphoma; FL, follicular lymphoma; MCL, mantle
cell lymphoma; MZL, marginal zone lymphoma; OR, objective response; ORR, objective response rate; PR, partial response
96% of patients (47 of 49) received an infusion with fresh, fit, stem-like early memory (naïve/stem cell memory and
central memory) CD19 CAR T-cell therapy, with 91.5% (43 of 47) achieving a vein-to-vein time of seven days, thereby
avoiding cryopreservation, and eliminating the need for bridging therapy.
Strong and consistent in vivo CAR-T expansion levels and products consisting of stem-like, early memory phenotype
T-cells were observed in all doses tested. This early phenotype reflects the differentiation status of the cells, which is
associated with enhanced functionality and persistence of CAR-T cells, which could potentially be an early predictor of
durable responses after infusion.
Beyond MCL, MZL/FL and DLBCL, the ATALANTA-1 study also includes high-risk first line DLBCL, Burkitt lymphoma
(BL), and primary CNS lymphoma (PCNSL). Patient recruitment is ongoing in Europe. With the U.S. Food and Drug
Administration (FDA) Investigational New Drug (IND) application clearance secured, leading cancer centers in Boston
have been activated, and patient screening has begun. Boston-based Landmark Bio is operational and serves as the
decentralized manufacturing unit (DMU) for ATALANTA-1.
Building on these encouraging data and in line with its goal to streamline the business, we are focusing our resources on
accelerating GLPG5101 as our flagship CD19 CAR-T program, and pending the advancement of GLPG5101 in additional
indications, are deprioritizing activities for GLPG5201, our second CD19 CAR-T candidate. With the addition of double-
refractory chronic lymphocytic leukemia (CLL) and Richter transformation (RT) of CLL, both indications with significant
unmet needs, GLPG5101 would be developed across eight aggressive B-cell malignancies, further unlocking its broad
potential to address significant unmet medical needs.
We aim to present additional new data at a medical meeting in 2025.
Encouraging efficacy data:
ATALANTA-1 preliminary pooled Phase 1/2 results in heavily pretreated patient
population
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Galapagos NV Annual Report 2024
31
Phase 1
Phase 2
TEAEs up to 14 weeks after infusion
(end of treatment)
DL1
n = 7
DL2
n = 11
DL3
n = 2
All patients
N = 20
All patients
N = 25
Any TEAE, n (%)
7 (100)
11 (100)
2 (100)
20 (100)
24 (96)
Any GLPG5101-related TEAE, n (%)
7 (100)
11 (100)
2 (100)
20 (100)
21 (84)
Serious TEAE, n (%)
2 (29)
3 (27)
0
5 (25)
2 (8)
TEAE leading to death, n (%)
0
1 (9)
0
1 (5)
0
Any Grade ≥ 3 TEAE, n (%)
7 (100)
11 (100)
2 (100)
20 (100)
18 (72)
Hematologic Grade ≥ 3 TEAEs, n (%)
Neutropeniaa
6 (86)
11 (100)
2 (100)
19 (95)
15 (60)
Lymphopeniab
4 (57)
2 (18)
0
6 (30)
5 (20)
Anemiac
2 (29)
4 (36)
0
6 (30)
2 (8)
Thrombocytopeniad
3 (43)
1 (9)
0
4 (20)
4 (16)
Leukopeniae
2 (29)
5 (45)
1 (50)
8 (40)
7 (28)
Other Grade ≥ 3 TEAEs in ≥ 2 patients,f n (%)
Pyrexia
1 (14)
1 (9)
2 (10)
1 (4)
Pleural effusion
1 (14)
1 (9)
2 (10)
0
DL1 = 50 × 106 CAR+ T cells; DL2 = 110 × 106 CAR+ T cells; DL3 = 250 × 106 CAR+ T cells.
a Includes neutropenia/neutrophil count decreased.
b Includes lymphopenia/lymphocyte count decreased.
c Includes anemia/hemoglobin decreased.
d Includes thrombocytopenia/platelet count decreased.
e Includes leukopenia/white blood cell count decreased.
f In either the Phase 1 or Phase 2 total population.
Data cutoff: April 25, 2024
CAR, chimeric antigen receptor; DL, dose level; TEAE, treatment-emergent adverse event
Encouraging safety profile:
ATALANTA-1 preliminary results in heavily pretreated patient population
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Galapagos NV Annual Report 2024
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% of early phenotypes (ie, TN/SCM + TCM)
Starting material
Final product
Starting material
Final product
Phase 1
Phase 2
med: 24.1
med: 43.1
med: 10.6
med: 43.4
100
75
50
25
0
CD4+
***
***
CD8+
Proportion of naïve/stem cell memory + central memory T cells
Exploratory flow cytometry analysis of T-cell subsets in the apheresis starting material and final product. Nonparametric paired-samples Wilcoxon tests
were used to assess the statistical significance of the differences in early memory phenotype T-cell subsets (TN/TSCM and TCM) in the final product
compared with the starting material. Early phenotype CD4+ and CD8+ (CAR) T cells: naïve/stem cell memory T cells (CD45RO–CD197+ TN/SCM ); central
memory T cells (CD45RO+CD197+ TCM). Percentage of early phenotype T cells (sum of CD45RO–CD197+ TN/SCM and CD45RO+CD197+ TCM ) of CD4+ or CD8+
(gated on CAR+ T cells for final product) for paired patient samples (N = 40). Data cutoff: 25 April 2024. ***P < 0.001; med, median; Q, quartile; TCM, central
memory T cells; TN/SCM, naïve/stem cell memory T cells
The fitness of the final product was evaluated by measuring the level of CAR T-cell expansion. We observed robust CAR T-cell
expansion in treated patients across all dose levels. At the cut-off date of April 24, 2024, 15 out of 18 evaluable patients (83%)
had detectable CAR T-cells at 6 months post-infusion: 75% in Phase 1 and 100% in Phase 2. Persisting CAR T-cells could be
detected up to 21 months post-infusion. These findings support persistence of GLPG5101, which could be an early predictor
of durable responses.
GLPG5101 product characteristics
The CD4:CD8 ratio of CAR+ T cells increased in the final product as compared to the ratio of CD4:CD8 T cells in the
starting material (median [Q1, Q3] increase of 0.8 [0.05, 2.02])
The proportion of early phenotype CD4+ and CD8+ CAR T cells increased significantly in the final product, compared
to the early phenotype CD4+ and CD8+ T cells in the starting material
PLATFORMS AND PORTFOLIO
Galapagos NV Annual Report 2024
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S
0 D1 D2
10,000,000
1,000,000
100,000
10,000
1,000
0
D21
D14
D10
D7
D4
Time since infusion
Vector copies/µg DNA
D28
DL1
DL2
DL3
7
11
2
6
9
1
7
11
2
7
10
2
7
11
2
7
11
2
7
10
2
7
9
2
7
10
2
Phase 1
DL1
n = 7
DL2
n = 11
DL3
n = 2
All patients
N = 20
Median AUCd0–28,
copies/μg DNA × days
(min, max)
3.5 × 106
(6.6 × 105,
1.7 × 107)
2.9 × 106
(5.0 × 105,
7.9 × 106)
3.4 × 106
(1.2 × 106,
5.5 × 106)
3.2 × 106
(5.0 × 105,
1.7 × 107)
Quantification of GLPG5101 in peripheral blood using aqPCR (LOQ: 1000 vector copies) and bdPCR (LOQ: 50 vector copies/μg DNA). AUCd0–28, area under
the curve from Day 0 to 28; D, Day; (d/q)PCR, (digital/quantitative) polymerase chain reaction; DL, dose level; LOQ, limit of quantification; S, screening
These initial results reinforce the potential of Galapagos’ innovative, decentralized cell therapy manufacturing platform to
deliver fresh, stem-like, early memory CD19 CAR T-cell therapy, with a median vein-to-vein time of seven days.
Building on these encouraging data and in line with our goal to streamline the business as announced on January
8, 2025 and February 12, 2025, we are focusing our resources on accelerating GLPG5101 as our flagship CD19 CAR-T
program, and pending the advancement of GLPG5101 in additional indications, are deprioritizing activities for GLPG5201,
our second CD19 CAR-T candidate. With the addition of double-refractory chronic lymphocytic leukemia (CLL) and Richter
transformation (RT) of CLL, both indications with significant unmet needs, GLPG5101 would be developed across eight
aggressive B-cell malignancies, further unlocking its broad potential to address significant unmet medical needs.
Cellular expansion and durable persistence of GLPG5101
Quantification of GLPG5101 up to Day 28 post-infusion (Phase 1)a
Persistence after Day 28 post-infusiona,b
15/18 (83%) patients had detectable GLPG5101 in peripheral blood at Month 6 post-infusion:
9/12 (75%) in Phase 1
6/6 (100%) in Phase 2
Persisting CAR T cells could be detected up to 21 months post-infusion
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Galapagos NV Annual Report 2024
34
GLPG5201 is a second generation anti-CD19/4-1BB CAR-T product candidate, administered as a single fixed intravenous
dose. The safety, efficacy and feasibility of decentralized manufactured GLPG5201 were evaluated in the EUPLAGIA-1 Phase
1/2, open-label, multicenter study in patients with relapsed/refractory chronic lymphocytic leukemia (R/R CLL), small cell
lymphocytic lymphoma (R/R SLL), and Richter transformation (RT).
Patients with CD19+ R/R CLL or R/R SLL with >2 lines of therapy are eligible to participate, and patients with RT are eligible
regardless of prior therapy. The primary objective of the Phase 1 part of the study is to evaluate safety and determine the
recommended dose for the Phase 2 part of the study. The dose levels that are evaluated in the Phase 1 part of the study are
35x106 (DL1) and 100x106 (DL2) CAR+ viable T cells.
The primary objective of the Phase 2 part of the study is to assess the ORR and the secondary objectives including the
analysis of the CRR, duration of response, progression free survival, overall survival, safety pharmacokinetic profile, and
feasibility of decentralized manufacturing.
CD19+ R/R CLL after
≥ 2 prior LOT, including a
BTKi, BCL2i, and/or PI3Ki
Richter transformation,
regardless of prior LOT
Age ≥ 18 years
ECOG PS 0 or 1
No prior CD19-targeted
therapies
Phase 1
primary objectives:
Safety and determination
of a recommended
Phase 2 dose
Phase 2
primary objective:
Efficacy (ORR)
Safety
Efficacy (CRR, MRD−, DOR, PFS, OS)
Pharmacokinetics and pharmacodynamics
Feasibility of decentralized manufacturing
Secondary objectives:
Key eligibility criteria
Day –6 to Day –4:
Flu/Cy conditioning chemob
Decentralized
manufacturing
GLPG5201
single fresh
infusion
Screening
Leukapheresis
Day –35a
Day –7
Day 0
Day 28
Follow-up
First response
assessment
aScreening could take place up to a maximum of 28 days prior to leukapheresis. bConditioning chemotherapy: fludarabine IV (30 mg/m2/day);
cyclophosphamide IV (300 mg/m2/day). BCL2i, B-cell lymphoma 2 inhibitor; BTKi, Bruton tyrosine kinase inhibitor; CLL, chronic lymphocytic leukemia;
CRR, complete response rate; Cy, cyclophosphamide; DOR, duration of response; ECOG PS, European Cooperative Oncology Group performance status;
Flu, fludarabine; IV, intravenous; LOT, lines of treatment; MRD, minimal residual disease; ORR, objective response rate; OS, overall survival; PFS,
progression-free survival; PI3Ki, phosphoinositide 3-kinase inhibitor.
GLPG5201: CD19 CAR-T in relapsed/refractory chronic lymphocytic leukemia and
Richter transformation
EUPLAGIA-1 Phase 1/2 study design and objectives
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Galapagos NV Annual Report 2024
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CLL
(N = 6)
RT
(N = 9)
Age, median (range), years
68 (58–74)
65 (50–74)
Male sex, n (%)
4 (67)
6 (67)
Race, n (%)
White
6 (100)
8 (89)
Hispanic or Latino
0 (0)
1 (11)
ECOG PS, n (%)
0
3 (50)
4 (44)
1
3 (50)
5 (56)
LDH, median (range), U/L
235 (174–297)
242 (152–535)
SPD, median (range), cm2
31.8 (5.2–67.5)
14.6 (3.8–112.8)
ALC, median (range), 109/L
33.97 (1.40–110.40)
1.03 (0.48–1.40)
High-risk molecular features, n/n available (%)a
17p deletion
1/5 (20)
2/9 (22)
TP53 mutated
1/5 (20)
5/9 (56)
11q deletion
1/5 (20)
2/9 (22)
Complex karyotype
2/4 (50)
1/2 (50)
IGHV unmutated
5/5 (100)
8/8 (100)
Treatment history in patients with CLL (N = 6)
No. of total prior therapy lines, median (range)
4 (2–10)
BTKi and BCL2i, n (%)
6 (100)
Treatment history in patients with RT (N = 9)
No. of total prior therapy lines, median (range)
3 (3–5)
Prior CLL-directed therapy, n (%)
9 (100)
No. of prior CLL-directed therapy lines, median (range)
1 (1–3)
Prior RT-directed therapy, n (%)
8 (89)
No. of prior RT-directed therapy lines, median (range)
2 (0–4)
a Information on 17p deletion, TP53 mutation, and 11q deletion was reported for 14 patients at data cutoff (CLL, N = 5; RT, N = 9). One patient had missing data. Karyotyping was
reported for 6 patients (CLL, N = 4; RT, N = 2). Baseline is defined as the last assessment prior to leukapheresis. Data cutoff: February 21, 2024. ALC, absolute lymphocyte count;
BCL2i, B-cell lymphoma 2 inhibitor; BTKi, Bruton tyrosine kinase inhibitor; CLL, chronic lymphocytic leukemia; ECOG PS, Eastern Cooperative Oncology Group performance status;
IGHV, immunoglobulin heavy-chain variable region gene; LDH, lactate dehydrogenase; RT, Richter transformation; SPD, sum of the product of perpendicular diameters.
In December 2024, we presented initial encouraging safety and efficacy encore data from the EUPLAGIA-1 Phase 1/2 study
during a poster session at the 2024 Annual Meeting of the American Society of Hematology (ASH) Meeting.
As of the data cut-off on February 21, 2024, patient recruitment of the Phase 1 dose-finding part of EUPLAGIA-1 has been
completed and, 15 patients (6 at dose level 1 (DL1); and 9 at dose level 2 (DL2)) were enrolled, all of whom were diagnosed
with R/R CLL, and 9 with additional RT. All 15 Phase 1 batches were manufactured using Galapagos’ decentralized platform
and infused as a single fresh, fit product within a median vein-to-vein time of seven days, with 80% of patients receiving the
product in seven days. Safety and efficacy results were available for 15 patients.
Baseline characteristics EUPLAGIA-1:
heavily pre-treated CLL and RT patient populations
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The results are summarized below:
High OR and CR rates were observed (best response at any time after infusion)
100
80
0
20
40
60
DL1
(n = 6)
DL2
(n = 9)
All patients
(n = 15)
DL1
(n = 3)
DL2
(n = 3)
DL1
(n = 3)
DL2
(n = 6)
2/6
1/6
1/9
7/9
3/6
1/3
1/3
1/3
2/3
1/3
1/3
2/3
6/6
3/15
2/15
10/15
1/9
All patientsa
(N = 15)
CLL
(N = 6)
RT
(N = 9)
ORR 83%
CRR 50%
ORR 89%
CRR 78%
ORR 87%
CRR 76%
ORR 100%
CRR 33%
ORR 67%
CRR 33%
ORR 67%
CRR 67%
ORR 100%
CRR 100%
Patients (%)
PR
CR
No response (stable disease, progressive disease, or not evaluable)
Best response:
aCombined response: iwCLL criteria for patients with CLL and Lugano classification for patients with RT, as per investigator’s assessment. CLL, chronic
lymphocytic leukemia; CR, complete response; CRR, complete response rate; DL, dose level; iwCLL, International Workshop on CLL; OR, objective
response; ORR, objective response rate; PR, partial response; RT, Richter transformation.
Overall, 13 of 15 efficacy evaluable patients responded to treatment (Objective Response Rate (ORR) of 93%) and 10 of
15 patients achieved a Complete Response (CRR of 66.7%). 8 of 9 patients with RT responded to treatment (ORR of 89%)
and 6 of 9 RT patients achieved a Complete Response (CRR of 67%). At time of analysis, 10 of 13 of responding patients
(77%) were in ongoing response with a median follow-up of 6 months; 2 of 3 patients who progressed after an initial
response had confirmed CD19-negative disease.
At the higher dose level (DL2), 8 of 8 patients responded to treatment (ORR of 100%), 5 of 8 patients achieved a Complete
Response (CRR of 63%), and 6 of 6 patients with RT responded to treatment (ORR of 100%).
GLPG5201 showed an encouraging safety profile with most treatment emergent adverse events (TEAEs) of Grade 1 or 2,
mostly hematological. Cytokine release syndrome (CRS) Grade 1 or 2 was observed in 53% of the patients, and no CRS
Grade ≥3 or any immune effector cell-associated neurotoxicity syndrome (ICANS) were observed. Two deaths occurred
in patients with RT: one event of cytomegalovirus colitis 14.5 months post-infusion in a patient with complete response
(CR), and one death due to disease progression 110 days post-infusion.
The proportion of early T-cell phenotypes was higher in the final product (FP) compared with leukapheresis starting
material (SM): CD4+ T cells median (range) change +23.6% (−17.9 to 39.3), with an increase observed in 10 out of 13
patients; CD8+ T cells median (range) change +50.8% (7.6 to 73.3), with an increase observed in 13 out of 13 patients. The
ratio of CD4+:CD8+ CAR T cells increased in the FP. Robust CAR T-cell expansion was observed by qPCR in all patients,
independent of DL. Peak expansion and exposure were comparable between patients with CLL and RT. Median time to
peak expansion was 14 days for both subgroups.
Persistence was durable and could be detected in peripheral blood up to 15 months post-infusion.
Encouraging efficacy data:
EUPLAGIA-1 preliminary results in heavily pretreated patient population
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Galapagos NV Annual Report 2024
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Phase 1
TEAEs up to 14 weeks after infusion, n (%)
DL1
n = 6
DL2
n = 9
All patients
N = 15
Any TEAE
6 (100)
9 (100)
15 (100)
Any GLPG5201-related TEAE
6 (100)
8 (89)
14 (93)
Serious TEAE
2 (33)
5 (56)
7 (47)
TEAE leading to death
0
0
0
Any Grade ≥ 3 TEAE
6 (100)
9 (100)
15 (100)
Hematological Grade ≥ 3 TEAEs
Neutropeniaa
6 (100)
7 (78)
13 (87)
Anemiab
3 (50)
2 (22)
5 (33)
Lymphopeniac
0
1 (11)
1 (7)
Thrombocytopeniad
1 (17)
4 (44)
5 (33)
CRSe
Grade 1/2
3 (50)
5 (56)
8 (53)
Grade ≥ 3
0
0
0
Time to onset, median (range), days
4.0 (4–7)
4.5 (1–13)
4.0 (1–13)
Duration, median (range), days
5.0 (3–6)
5.5 (3–9)
5.0 (3–9)
CRS toxicity management
Tocilizumab
2 (33)
5 (56)
7 (47)
Dexamethasone
1 (17)
3 (33)
4 (27)
ICANSe
0
0
0
Infection, Grade ≥ 3
0
2 (22)
2 (13)
Prolonged cytopenia,f Grade ≥ 3
30 days after infusion
2 (33)
3 (33)
5 (33)
60 days after infusion
2 (33)
4 (44)
6 (40)
a Includes neutropenia/neutrophil count decreased.
b Includes anemia/hemoglobin level decreased.
c Includes lymphopenia/lymphocyte count decreased.
d Includes thrombocytopenia/platelet count decreased.
e Events can be recorded during the treatment period (up to 14 weeks after infusion) or during follow-up.
f Includes all events related to neutropenia, thrombocytopenia, anemia, and lymphopenia.
CRS, cytokine release syndrome; DL, dose level; ICANS, immune effector cell-associated neurotoxicity syndrome; RT, Richter transformation; TEAE, treatment-emergent adverse
event.
Encouraging safety data:
EUPLAGIA-1 preliminary Phase 1 data in heavily pretreated patient population
Deaths:
1 patient with RT died of an unrelated infection while in complete response
1 patient with RT died due to disease progression
PLATFORMS AND PORTFOLIO
Galapagos NV Annual Report 2024
38
Higher proportions of early T-cell phenotypes (naïve/stem cell memory [TN/SCM] and central memory [TCM])
were observed in the final product versus leukapheresis starting material
The ratio of CD4+ to CD8+ CAR T cells increased in the final product compared with the starting material
CD4+
CD8+
CLL
RT
SM
FP
SM
FP
SM
FP
Early memory T cell phenotype (% of CD4+ or CD8+ cells)
100
75
50
25
0
CD4+: CD8+
5
4
3
2
1
1/2
1/3
Median change of +23.6%
Med: 31.8
Med: 57.1
Median change of +50.8%
Med: 6.2
Med: 56.8
Med: 0.8
Med: 3.2
% CD4 > % CD8
% CD4 < % CD8
Proportion of Early Memory T-Cell Phenotypes
CD4⁺:CD8⁺ T-Cell Ratios
Exploratory flow cytometry analysis of T-cell subsets in the apheresis starting material and final product for paired patient samples (N = 13). A, Percentage
of early phenotypes (sum of TN/SCM [CD45RO−CD197+] and TCM [CD45RO+CD197+]) of CD4+ or CD8+ cells (gated on CAR+ cells for the final product). B, Ratio
of CD4+ to CD8+ cells (gated on CAR+ cells for the final product). Data cutoff: February 21, 2024. CAR, chimeric antigen receptor; CLL, chronic lymphocytic
leukemia; FP, final product; Med, median; RT, Richter transformation; SM, starting material; TCM, central memory T cells; TN/SCM, naïve/stem cell memory T
cells.
The fitness of the final product was evaluated by measuring the level of CAR T-cell expansion. We observed robust CAR T-cell
expansion in treated patients across both dose levels.
GLPG5201 product characteristics
PLATFORMS AND PORTFOLIO
Galapagos NV Annual Report 2024
39
S
D28
W14
Time since CAR T-cell infusion
M6
W8
M12
M15
0
M9
1,000,000
100,000
10,000
1,000
0
100
Vector copies/µg DNA
5
9
GLPG5201 DL1
GLPG5201 DL2
6
9
5
8
5
7
3
5
2
2
1
0
1
0
Quantification of GLPG5201 in peripheral blood by quantitative polymerase chain reaction. Data available for 15 (DL1, n = 6; DL2, n = 9) patients at data
cutoff. Data cutoff: February 21, 2024. D, Day; DL, dose level; M, Month; S, Screening; W, Week.
Upon infusion, abundance of CD4+ and CD8+ naïve/stem cell memory CAR T cells in the FP positively correlated
with in vivo CAR T-cell exposure (AUCd0-28) (Spearman rank correlation [95% CI] for CD4+: 0.67 [0.23, 0.91], and for CD8+: 0.80
[0.50, 0.93]).
0.0e+00
2.5e+06
5.0e+06
AUCd0–28
7.5e+06
1.0e+07
20
0
40
60
80
% early phenotypes in CD8+ (final product)
Spearman r = 0.736
Black line shows monotonic increasing (P-spline) fit, and the gray area shows the 95% confidence interval. Data cutoff: February 21, 2024. AUCd0–28, area
under the curve from Day 0 to Day 28; TCM, central memory T cells; TN/SCM, naïve/stem cell memory T cells.
Cellular expansion of GLPG5201
Robust CAR T-cell expansion was observed, independent of the dose received
Early Phenotypes and Exposure
Higher proportions of early memory phenotype CD8+ CAR T cells in the infused
product correlated with higher in vivo CAR T-cell exposure (AUCd0–28)
PLATFORMS AND PORTFOLIO
Galapagos NV Annual Report 2024
40
Building on the encouraging ATALANTA-1 data and in line with our goal to streamline the business as announced on
January 8, 2025 and February 12, 2025, we are focusing our resources on accelerating GLPG5101 as our flagship CD19 CAR-T
program, and pending the advancement of GLPG5101 in additional indications, are deprioritizing activities for GLPG5201,
our second CD19 CAR-T candidate. With the addition of double-refractory chronic lymphocytic leukemia (CLL) and Richter
transformation (RT) of CLL, both indications with significant unmet needs, GLPG5101 would be developed across eight
aggressive B-cell malignancies, further unlocking its broad potential to address significant unmet medical needs.
GLPG5301 is a second-generation/4-1BB B-cell maturation antigen (BCMA)-directed CAR-T product candidate, administered
as a single fixed intravenous dose. The safety, efficacy and feasibility of decentralized manufactured GLPG5301 are being
evaluated in the PAPILIO-1 Phase 1/2, open-label, multicenter study in patients with relapsed/refractory multiple myeloma
(R/R MM) after ≥2 prior lines of therapy.
The primary objective of the Phase 1 part of the PAPILIO-1 study is to evaluate safety and determine the recommended
dose for the Phase 2 part of the study. The primary objective of the Phase 2 part of the study is to evaluate the efficacy of
GLPG5301, as measured by the Objective Response Rate (ORR). Secondary objectives for both Phase 1 and Phase 2 include
further assessment of the safety of GLPG5301, additional efficacy endpoints, including assessment of Minimal Residual
Disease (MRD), as well as the feasibility of decentralized manufactured GLPG5301 in R/R MM patients. Each enrolled patient
will be followed for 24 months. During Phase 1, up to 2 dose levels will be evaluated and at least 12 patients will be enrolled
to establish the recommended Phase 2 dose. Approximately 30 additional patients will be enrolled in the Phase 2 part of
the study to further evaluate the safety and efficacy of GLPG5301.
The Phase 1 part of the PAPILIO-1 Phase 1/2 study is currently recruiting patients. Upon completion of Phase 1 and analysis
of the data, we will evaluate the most appropriate development strategy and next steps.
We aim to present Phase 1 data at a future medical conference.
Key eligibility criteria
Ph1 - dose escalation
Ph2 - dose expansion
Day –6 to Day –4:
Flu/Cy conditioning chemo
Decentralized
manufacturing
GLPG5301
single fresh
infusion
Screening
Leukapheresis
Day –35*
Day –7
Day 0
Up to three DL
(n≈12-24)
(n≈30)
‘5301 RP2D dose
Day 28
Follow-up monthly
First response
assessment
R/R MM
Exposed to IMiD, Pi,
and CD38
≥2 prior LoT
No prior BCMA-targeted
therapy
*Screening can take place up to a maximum of 28 days prior to leukapheresis. †Lymphodepleting chemotherapy: fludarabine IV (30 mg/m2/day);
cyclophosphamide IV (300 mg/m2/day)
IMiD, immunomodulatory drug; Pi, proteasome inhibitor; Cy, cyclophosphamide; Flu, fludarabine; LOT, lines of treatment; RP2D, recommended Phase 2
dose; R/R, relapsed/refractory
GLPG5301: BCMA CAR-T in relapsed and refractory multiple myeloma
PAPILIO-1 Phase 1/2 study design of GLPG5301 in R/R MM
PLATFORMS AND PORTFOLIO
Galapagos NV Annual Report 2024
41
In May 2024, we signed a clinical collaboration agreement with an option to exclusively license Adaptimmune’s next-
generation TCR T-cell therapy (uza-cel) targeting MAGE-A4, and co-expressing the CD8α co-receptor, for head and neck
cancer, and potential future solid tumor indications, using Galapagos’ cell therapy manufacturing platform. Under the
terms of the agreement, Adaptimmune will receive initial payments totaling $100 million, option exercise fees of up to
$100 million, additional development and sales milestone payments of up to a maximum of $465 million, plus tiered
royalties on net sales.
CD8+ SPEAR T-cells
kill tumor cells
First-generation CD4 +
SPEAR T-cells do not
kill tumor cells
CD4+ SPEAR T-cells
with CD8α co-receptor
kill tumor cells
CD4+ T-cells produce IL-2 and
IFNy to support the immune response
CD8α
Tumor cell death
Tumor cell
CD4⁺
T-cells
CD8+
T-cells
CD8α
Uza-cel has the same engineered T-cell receptor (TCR) as afamitresgene autoleucel (afami-cel), which has demonstrated efficacy in synovial sarcoma, plus
an additional CD8α co-receptor that expands the immune response and improves potency against non-sarcoma MAGE-A4–expressing solid tumors (Ref.:
NCT04044768; D’Angelo SP. Lancet. 2024;403:1460; Anderson VE. J lmmunother. 2023;46:132. 3. Moreno V. Presented at ESMO, FPN:1019O, October 23,
2023, Madrid)
In December 2024, we and Adaptimmune presented strong preclinical proof-of-concept data at the annual ASH meeting
for uza-cel. The data demonstrated that Galapagos’ decentralized cell therapy manufacturing platform can produce uza-
cel with features that may result in improved efficacy and durability of response in the clinic compared with the existing
manufacturing procedure (see graphs below).
Preparations are ongoing with the goal to start clinical development in 2026.
Uza-cel: MAGE-A4 directed TCR T-cell therapy candidate, co-expressing CD8α
PLATFORMS AND PORTFOLIO
Galapagos NV Annual Report 2024
42
4:1
1:1
0.25:1
0
20
40
60
80
100
E:T ratio
Cytotoxicity (%)
4:1
1:1
0.25:1
0
20
40
60
80
100
E:T ratio
Cytotoxicity (%)
4:1
1:1
0.25:1
0
20
40
60
80
100
E:T ratio
Cytotoxicity (%)
4:1
1:1
0.25:1
0
20
40
60
80
100
E:T ratio
Cytotoxicity (%)
4:1
1:1
0.25:1
0
20
40
60
80
100
E:T ratio
Cytotoxicity (%)
4:1
1:1
0.25:1
0
20
40
60
80
100
E:T ratio
Cytotoxicity (%)
A375, MAGE-A4+ cells (24 hours)
NCI-H1755, MAGE-A4+ cells (24 hours)
COLO205, MAGE-A4– cells (24 hours)
CCP transduced
GDM transduced
GDM non-transduced
CCP non-transduced
A375, MAGE-A4+ cells (48 hours)
NCI-H1755, MAGE-A4+ cells (48 hours)
COLO205, MAGE-A4– cells (48 hours)
xCELLigence cytotoxicity assay at GDM lab showed GDM cells had more significant killing compared with CCP cells at the lowest effector to target cell (E:T)
ratio. Incucyte cytotoxicity assay at CCP lab showed similar killing patterns using both manufacturing methods at all E:T ratios tested (not shown),
although 1:1 was the lowest E:T tested.
Our proprietary early-stage pipeline provides a strong foundation for sustainable value-creation.
It comprises multi-targeting, armored cell therapy constructs designed to improve potency, prevent resistance, and improve
persistence of CAR-Ts in high-unmet need hematological and solid tumors, including B-cell malignancies, SCLC, and neuro-
endocrine and platinum-resistant ovarian cancer.
We plan to initiate clinical development of a novel CAR-T candidate in 2025 and to expand our clinical pipeline of next-
generation programs with the addition of at least one clinical asset from 2026 onwards.
xCELLigence cytotoxicity assay on T-cell products manufactured using Galapagos’
decentralized manufacturing (GDM) versus current centralized platform (CCP)
Next-generation early-stage cell therapy pipeline
PLATFORMS AND PORTFOLIO
Galapagos NV Annual Report 2024
43
By exploring new frontiers in science and technology, we strive to accelerate innovation of transformational medicines that
deliver more years of life and quality of life for patients and families living with immune-mediated conditions. On January 8,
2025, we announced our intention to separate into two publicly traded entities, with Galapagos to focus solely on advancing
its leadership in cell therapy. As a result of this planned strategic focus, we are currently seeking partners to take over our
small molecule portfolio in immunology.
On January 31, 2024, we announced the successful completion of the transaction to transfer our entire Jyseleca® (filgotinib)
business to Alfasigma S.p.A. (Alfasigma), including the European and UK Marketing Authorizations, and the commercial,
medical affairs and development activities for Jyseleca®. In connection with the completion of the transaction,
approximately 400 Galapagos positions in 14 European countries have been transferred to Alfasigma to support business
continuity and ongoing patient access.
In 2020, filgotinib obtained regulatory approval in Europe, Great Britain, and Japan for the treatment of adult patients with
moderate-to-severe active rheumatoid arthritis (RA). Filgotinib obtained regulatory approval for the treatment of adults with
moderate-to-severe ulcerative colitis (UC) in the European Union in 2021, and in Great Britain and Japan in January and
March 2022, respectively.
As a consequence of the transfer of the Jyseleca® business to Alfasigma, the revenues and costs related to Jyseleca® for the
full years 2024 and 2023 are presented separately from the results of the Company’s continuing operations on the line ‘Net
profit from discontinued operations, net of tax’ in the consolidated income statement.
Under the terms of the agreement, Galapagos received a €50 million upfront payment and is eligible to receive potential
sales-based milestone payments totaling €120 million and mid-single to mid-double-digit earn-outs on European sales.
Galapagos will contribute up to €40 million to Alfasigma by June 2025 for Jyseleca® related development activities.
We are advancing our TYK2 inhibitor, GLPG3667, in two Phase 3-enabling studies for systemic lupus erythematosus (SLE)
and dermatomyositis (DM). Patient randomization of the SLE study was completed in February 2025, ahead of schedule.
Topline results for the entire GLPG3667 program are anticipated in the first half of 2026.
Following the planned strategic reorganization as announced early this year, we are seeking potential partners to take over
our small molecule assets, including GLPG3667 for SLE, DM, and other potential auto-immune indications.
GLPG3667 is an investigational reversible and selective TYK2 kinase domain inhibitor that was discovered by us and
evaluated in a Phase 1 healthy volunteer study in 2020. The Phase 1 study was a randomized, double-blind, placebo-
controlled dose escalation study evaluating safety, tolerability, pharmacokinetics (PK) and pharmacodynamics (PD) of
single and multiple ascending oral doses of GLPG3667 for 13 days.
Blood was drawn at multiple time points on Day 1 and on Day 10 and stimulated ex vivo with several cytokines, including
IFNα, to analyze the level of inhibition of inflammation, including the effect on phosphorylated signal transducer and
activator of transcription (pSTAT) signaling as well as hematological parameters, lipids, and creatine phosphokinase (CPK)
(see graphs below).
Immunology
Jyseleca® Franchise
TYK2 Program: GLPG3667
PLATFORMS AND PORTFOLIO
Galapagos NV Annual Report 2024
44
-100
-80
-60
-40
-20
0
20
0
3
6
9
12
15
18
21
24
0
10
20
30
40
50
IFNα/pSTAT1
IFNα/pSTAT3
IL-2/pSTAT5
IFNα/pSTAT1
GM-CSF/pSTAT5
pSTAT inhibition vs d1 predose (%)
Time post-administration (h)
predose
3hr post-administration
percentage of pSTAT-positive cells
‘3667 high dose (150mg QD) in HV for 14 days (n=6)
Collected blood (day 10) triggered ex vivo with IFNα or GM-CSF
‘3667 high dose (150mg QD) in HV for 4 days (n=14)
Blood collected at Tmax (3h post-administration) triggered
ex vivo with IFNα, IL-2
HV: healthy volunteer. Source: company data
0
Placebo
30mg ‘3667
90mg ‘3667
150mg ‘3667
BL
BL
BL
200
400
600
100
120
140
160
180
0
2
4
6
8
0
1
2
3
4
0
2
4
6
8
10
0
100
200
300
BL
BL
BL
Hemoglobin (g/L)
Neutrophils (109/L)
Lymphocytes (109/L)
Cholesterol (mmol/L)
CPK (U/L)
Day 2
Day 6
Day 8
Day 11
Day 2
Day 6
Day 8
Day 11
Day 2
Day 6
Day 8
Day 11
Day 2
Day 6
Day 8
Day 11
Day 2
Day 6
Day 8
Day 11
Day 2
Day 6
Day 8
Day 11
Platelets(109/L)
Mean values. Source: company data. CPK: creatine phosphokinase
Following these results, we initiated a randomized, placebo-controlled, double-blind Phase 1b study in 31 patients with
moderate-to-severe plaque psoriasis. Patients were randomized in a 1:1:1 ratio to a daily oral dose of GLPG3667 (low dose
or high dose) or placebo, for a total of 4 weeks.
GLPG3667 is a potent, selective TYK2 inhibitor
No effect on hematological parameters, lipids and CPK
PLATFORMS AND PORTFOLIO
Galapagos NV Annual Report 2024
45
In July 2021, we announced positive topline results demonstrating that GLPG3667 was generally well tolerated with a
positive response signal at Week 4 (see graph below):
Clinical activity at 4 weeks with once daily dosing
100%
90%
80%
70%
60%
50%
40%
30%
20%
10%
0%
–100%
–75%
–50%
PASI %CFB
–25%
0%
25%
PASI 75
PASI 50
‘3667 (150mg) (N=10)
‘3667 (50mg) (N=11)
Placebo (N=10)
% of subjects achieving %CFB or less
In August 2023, we announced that the first patient was enrolled in GALACELA, the Phase 3-enabling study with GLPG3667
in patients with SLE.
Follow-up
‘3667 oral
4 weeks
48 weeks
Primary endpoint: proportion of subjects with improvement at Week 32 according to SLE Responder Index (SRI)-4
Secondary endpoints: proportion of subjects achieving BICLA, CLASI-A, LLDAS scores, joint count readouts,
safety/tolerability, PK
Adults with active systemic lupus erythematosus (N≈140)
Placebo
Screening
At Week 4, 4 out of 10 patients in the high dose group had a Psoriasis Area and Severity Index (PASI)50 response, defined as
at least a 50% improvement in PASI from baseline, compared to one out of 10 subjects on placebo. There were no subjects
with a PASI 50 response on the low dose of GLPG3667. The 4 responders in the high dose group of GLPG3667 achieved a 52%,
65%, 74% and 81% improvement respectively in their PASI scores from baseline, while the subject randomized to placebo
improvedby52%.Positiveefficacysignalswerealsoobservedwiththehighdoseforotherendpoints,includingaffectedBody
Surface Area and physician and patient global assessment, versus placebo at Week 4.
Phase 1b psoriasis study with GLPG3667
One subject in the low dose group interrupted participation in the study for one day due to exacerbation of psoriasis.
The majority of treatment related adverse events (AEs) were mild in nature and transient. There were no deaths or
serious adverse events (SAEs) in this 4-week study.
GLPG3667 in systemic lupus erythematosus (SLE)
GALACELA Phase 2 study design with GLPG3667 in SLE
PLATFORMS AND PORTFOLIO
Galapagos NV Annual Report 2024
46
GALACELA is a Phase 3- enabling randomized, double-blind, placebo-controlled, multi-center study to evaluate the efficacy,
safety, tolerability, pharmacokinetics, and pharmacodynamics of GLPG3667 in adults with active SLE. A once-daily oral
administration of GLPG3667 or placebo will be investigated in approximately 140 adult patients with SLE for 32 weeks.
The primary endpoint is the proportion of patients who achieve the SLE responder index (SRI)-4 response at Week 32.
The secondary efficacy endpoints are the proportion of patients who achieve the British Isles Lupus Assessment Group
(BILAG)-based Composite Lupus Assessment (BICLA) response at Week 32, proportion of patients with >=50% reduction in
Cutaneous Lupus Erythematosus Disease Area and Severity Index Activity (CLASI-A) score at Week 16, proportion of patients
who achieve Lupus Low Disease Activity State (LLDAS) at Week 32 and change from baseline in the 28-joint count for tender,
swollen, and tender and swollen (active) joints at Week 32.
In February 2025, patient randomization for the GALACELA study was completed, ahead of schedule.
In April 2023, we announced that the first patient was dosed in GALARISSO, the Phase 2 study with GLPG3667 in DM patients.
Follow-up
‘3667 oral (n=31)
4 weeks
24 weeks
Primary endpoint: proportion of subjects with improvement at Week 24 according to ACR/EULAR criteria
Secondary endpoints: change from baseline in m-CDASI-A, safety/tolerability, PK
Adults with active dermatomyositis and reduced muscle strength
Placebo (n=31)
Screening
GALARISSO is a Phase 3-enabling randomized, double-blind, placebo-controlled, multi-center study to evaluate the efficacy
and safety of GLPG3667. A daily oral administration of GLPG3667 150mg or placebo will be investigated in approximately
62 adult patients with DM over 24 weeks. The primary endpoint is the proportion of patients with at least minimal
improvement in the signs and symptoms of DM at Week 24 according to the American College of Rheumatology (ACR) and
the European League Against Rheumatism (EULAR) criteria. Topline results for the entire GLPG3667 program in both SLE
and DM are expected in the first half of 2026.
GLPG3667 in dermatomyositis (DM)
GALARISSO Phase 2 study design with GLPG3667 in DM
PLATFORMS AND PORTFOLIO
Galapagos NV Annual Report 2024
47
Sustainability
Statements
Galapagos NV is a limited liability company incorporated in Belgium with its registered office at Generaal De Wittelaan
L11 A3, 2800 Mechelen, Belgium. In the notes to the consolidated sustainability statements, references to “we”, “us,” “the
group” or “Galapagos” include Galapagos NV together with its subsidiaries. The scope of this report and the subsequent
financial and sustainability statements are identical to and consolidated at the level of Galapagos NV, which means that
the information is exclusively related to Galapagos and – where available – its value chain. No subsidiary undertakings are
exempt from consolidated sustainability reporting pursuant to Article 29a of Directive 2013/34/EU. We refer to note 33 of
the financial statements for a list of consolidated companies.
The sustainability statement provides an overview of our approach on how we identify our material sustainability topics and
report on our progress towards our priorities in the financial year 2024. In preparing the sustainability statement, we have
considered the expectations of our stakeholders to ensure that it addresses the topics identified as material to them. We
conducted a double-materiality assessment covering the entire value chain. As a consequence, this sustainability statement
covers both upstream and downstream Impacts, Risks and Opportunities (IROs). The mapping of Our Value Chain can be
found here. No relevant material information was omitted from the statement, except information related to intellectual
property due to its classified and sensitive information. Since our initial materiality assessment was conducted in 2022,
there was no available guidance or formal legislation at the time. As a result, we adopted commonly used definitions for
time horizons, defining the medium term as 3–5 years and the long term as beyond 5 years.
It is important to note that Jyseleca® and its related activities are included in the 2024 double materiality assessment and
sustainability statement, despite the fact that Galapagos transferred that business to Alfasigma as announced on January
31, 2024. The transfer included the European and UK Marketing Authorizations, the commercial, medical and development
activities for Jyseleca®, and approximately 400 Galapagos positions in 14 European countries. The transfer of Jyseleca® had
no significant impact on the identified impacts, risks, or opportunities as concluded during the double materiality update
in 2024. Additionally, the implications of the transfer on our policies, actions, and targets were assessed, as outlined in the
Our Ambition by 2028 section. Jyseleca® and its related activities are included in our reported metrics from the start of the
reporting period until the disposal date, and are excluded from year-end metrics.
In addition, on January 8, 2025, Galapagos announced its plan to separate into two publicly traded entities. Further
information can be found in Separation section of this annual report. As a result of this intended strategic reorganization,
Galapagos will be a much smaller organization post separation. This plan, together with the fact that the average number
of employees during 2024 at balance sheet date did not exceed the threshold of 750 employees, resulted in the decision to
use the “phasing in provisions” in accordance with Appendix C of ESRS 1, which are included in the Reference table.
Most of the quantitative data included in this report have been directly sourced from our systems. Any data obtained
through alternative methods, such as estimations or extrapolations within our value chain, are clearly identified as such and
include a degree of estimation uncertainty.
The basis of preparation, accuracy levels, estimation of outcome uncertainty, and, where applicable, planned actions to
improve the accuracy and reduce uncertainty in future annual reports are disclosed for each material topic in the topical
reporting sections of this report.
For most disclosures, except for disclosures in the environmental information, comparative data are not available for 2024
as reporting definitions were aligned with ESRS definitions this year. If comparative data are available but not subject to
limited assurance procedures, it is clearly marked in the disclosures.
The inclusion of information and data in the sustainability statements is not an indication that such information or data,
or the subject matter of such information or data, is material to us for purposes of applicable securities laws or otherwise.
General Disclosures
Basis for Preparation
SUSTAINABILITY STATEMENTS
Galapagos NV Annual Report 2024
49
The principles used to determine whether to include information or data in this report do not correspond to the principles
of materiality or disclosure contained in the United States (U.S.) securities laws used to determine whether disclosures are
required to be made in filings with the U.S. Securities and Exchange Commission (SEC), or principles applicable to the
inclusion of information in financial statements.
Our vision is to transform patient outcomes through life-changing science and innovation for more years of life and quality
of life around the world. Our unwavering commitment to working for and with our patients will always remain at the heart
of what we do. This commitment is reflected in our pioneering research and development of innovative medicines.
We firmly believe that our focus on patients is intrinsically linked to our responsibility toward the health of our planet and
the wellbeing of our employees.
Our approach to Sustainability is encapsulated in the principle “Forward, Sustainably” which guides our strategy to bring
ethical, responsible innovation in everything we do – from how we develop therapies to how we collaborate with our
colleagues, partners, patients, and other stakeholders. This includes adopting new strategies and performance metrics
to enhance environmental health, foster employee well-being and engagement, and uphold ethical and transparent
operations.
We recognize that operating as a responsible and sustainable business is key to our success to drive value for all our
stakeholders.
In 2022, together with the members of our Executive Committee, we established a cross-functional Sustainability Steering
Committee, composed of different employees and leaders to ensure appropriate representation from across the entire
organization. The Sustainability Steering Committee ensures that environmental, social, and governance considerations,
related impact, risks and opportunities, and the development of sustainability-related metrics and targets, are fully
integrated into our decision-making and monitoring processes, including those related to our business strategy, key
investments, and performance. The Committee consists of senior management members and subject matter experts
covering key areas of our operations and sustainability topics, including Compliance, Legal, Finance, Procurement, Human
Resources, Site Operations, Investor Relations, and Communications.
The Executive Committee, informed regularly by the Sustainability Steering Committee, oversees and approves the
measures and operational structure and progress related to the sustainability program. In addition, our Board of Directors,
supported by the Audit Committee, supervises the sustainability oversight structure as well as the strategy for public
disclosure with respect to ESG (Environmental, Social and Governance) matters in accordance with our Corporate
Governance Charter.
As the majority of our sustainability material topics are inherently aligned with our core business, the impacts, risks and
related opportunities, as well as controls and procedures to manage these, are embedded in our existing governance
infrastructure, as described in the Committees section of our Corporate Governance section.
Furthermore, the members of the Sustainability Steering Committee, Executive Committee, Audit Committee and Board
of Directors (resp. our administrative, management, and supervisory bodies) have extensive expertise related to our
sustainability material topics.
This deep integration ensures that sustainability considerations are embedded in our governance and decision-making
processes. Additionally, to further enhance our oversight capabilities, we have access to external experts for specific areas,
such as carbon accounting, allowing us to supplement our in-house knowledge with specialized insights. This combination
of internal expertise and external advisory support enables us to effectively manage our material impacts, risks, and
opportunities, ensuring a robust approach to sustainability governance.
Our Sustainability Commitment – Forward, Sustainably
Our Sustainability Governance
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50
In 2024, to support the implementation of our sustainability program and our ambition by 2028, a corporate objective was
set up specifically for ESG (see Remuneration Report). This was applicable to the entire organization, including members
of the Executive Committee. Specific metrics and targets for the ongoing program are still under development.
Our overarching risk management framework is set out in the Risk Management and Internal Control section of this
report. Many elements of sustainability risk are already included within that existing framework and are also incorporated
into the Enterprise Risk Framework currently in development. As we have been building our ESG program, we have
been evolving our existing risk management activities to further incorporate these additional regulatory expectations. This
includes setting out the functions who are accountable for the reportable data and ensuring a robust approach to data
governance to ensure accurate reporting.
The governance of our sustainability program through the Sustainability Steering Committee, a sub-group of the Galapagos
Management Committee, and regular reporting to the Galapagos Audit Committee ensure that significant risks are
highlighted for appropriate resolution.
Driven by our vision to transform patient outcomes through life-changing science and innovation, we understand that our
business actions impact both society and our financial performance.
To determine our key goals and priorities, we conducted an impact materiality assessment in 2022, which enabled us to
identify the topics most relevant to our internal and external stakeholders. The analysis provided insights into our potential
impact on society and the world, allowing us to better monitor emerging business challenges and opportunities.
In 2023, to meet the requirement introduced by the European Corporate Sustainability Reporting Directive (CSRD), we
completed a first iteration of the double materiality assessment by including, in addition to the impact materiality
assessment, a financial materiality assessment. In 2024, we updated our double materiality assessment to reflect the
business changes related to the transfer of the Jyseleca® business to Alfasigma as described below.
Assessing our value chain is a key element to our materiality assessment process and helps us better understand the
broader impacts of both our upstream and downstream operations (see picture below). By identifying and collaborating
with our value chain stakeholders (i.e., suppliers, partners, and other entities), we have gained valuable insights into
key environmental, social, and economic impacts associated with our global operations. This collaborative approach
enables us to identify areas where we can work together to reduce risks and identify opportunities. Additionally, by
monitoring our value chain, we can align more closely with stakeholder expectations, support responsible sourcing and
foster transparency, and establish a sustainable supply chain for our research and development activities in oncology. This
integrated perspective allows us to make meaningful progress toward shared sustainability goals that extend beyond our
own, immediate operations.
Our value chain map provides a foundation for better identifying and assessing our material impacts, risks and
opportunities within the global value chain. Following the completion of the Jyseleca® activities transfer in 2024, we phased
out the associated segment in the graphical representation of our value chain below.
Risk Management for ESG Reporting
Double Materiality Assessment
Double Materiality Assessment
Our Global Value Chain
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51
8
9
8
9
15 16 17
14
14
14
1
7
9 10 12
1
8
9 10 12 14 15 16 17
1
7
9 12
2
3
4
5
6
7
11 13
Climate change mitigation
Environmental topics
Patient Engagement
(Scientific) Innovation
Intellectual property
Product portfolio and R&D
Entity-specific topics
Corporate culture and business conduct
Protection of whistle blower
Management of relationships with suppliers
Governance topics
Adequate wages
Work life
Gender equality and equal pay for work of equal value
Employment of person with disabilities
Diversity
Data privacy and information security
Access and affordability of medicines
Patient Safety (incl. Product quality)
Social inclusion (non-discrimination)
Social topics
2
3
4
5
6
7
8
9
10
1
11
12
13
14
15
16
17
Transport
Alfasigma
Transport
Transport
Animals
CRO
GMP
GLP
GCP
DMU network
Platform supply
Consumables supply
Patients
Downstream
Own operations
Jyseleca®
warehousing
Jyseleca®
manufacturing
Raw materials
manufacturing
Upstream
Supply chain
workers*
Waste
Jyseleca®
Decentralized
manufacturing platform
Research & Development
Own
employees
Governance
GLPG
workplace
CRO, Clinical research organization; DMU, Decentralized Manufacturing Unit; GCP, Good clinical practice; GLP, Good laboratory practice; GMP, Good
manufacturing practice *not considered as material in DMA2024, identified as emerging material topic
To read more about our goal towards value creation, we refer to the strategy and portfolio and platforms section of this
report.
Value chain mapping
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52
To inform our double materiality process, we engaged with a diverse group of stakeholders, including patient organizations,
patient experts, healthcare professionals, research and development partners, supply chain partners, investors, employees,
and members of the Management Committee and our Sustainability Steering Committee.
Our engagement process involved structured interviews, surveys, and questionnaires designed to gather feedback from
relevant stakeholder groups and to capture a wide range of perspectives regarding impacts, and risks and opportunities
associated with our business. Internal and external stakeholders were invited to review a list of potential material topics via
a survey to identify the five topics they considered most and least relevant to us and our core mission. They were also given
the opportunity to suggest any additional material topics not included in the initial list.
In addition to the surveys and interviews conducted, we maintain an ongoing dialogue with our stakeholders through
our sustainability and function leads. Our Board of Directors, Executive Committee, and Management Committee receive
regular comprehensive updates on stakeholder expectations around sustainability topics, including ethical business
conduct, social and environmental responsibility, ensuring that stakeholder concerns are considered in decision-making at
all levels and reinforcing our commitment to sustainability.
The feedback we receive from our stakeholders through both the double materiality assessment and on an ongoing basis,
serves as critical input to our sustainability strategy and all elements of our governance and sustainability program as part
of our ongoing due diligence, enabling us to better align with our priority areas (as defined in the section Our Ambition),
such as patient engagement and employee-related topics.
Our stakeholder engagement process provided the basis for the impact materiality portion of our double materiality
assessment. A team of internal experts collected and assessed the inputs and topics identified by stakeholders, scoring
these based on severity (scale, scope, and likelihood of occurrence) for both positive and negative impacts, as well as the
irremediable nature for negative impacts.
For the financial materiality aspect of the double materiality assessment, we assessed the financial risks and opportunities,
including (potential) financial effects incorporated in our financial statements. We considered severity aligned with our
financial materiality thresholds, as well as likelihood aligned with our internal risk register. This process was followed for
all sustainability topics, including climate-related ones. As mentioned in E1-Climate change, we didn’t perform a detailed
climate risk analysis.
Engaging with Our Stakeholders
Assessing Our Results
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53
In 2024, we updated our double materiality assessment to reflect the business changes related to the transfer of the
Jyseleca® business to Alfasigma, which impacted the materiality thresholds with regard to our number of employees and
financials. The graphic below presents an overview of all the topics that have been determined to be material for us:
Environmental topics
Climate change mitigation
Governance topics
Corporate culture and business conduct
Protection of whistle blower
Management of relationships with suppliers
Entity specific topics
Patient Engagement (including health education)
(Scientific) Innovation
Intellectual Property
Product Portfolio and R&D
Own workforce
Adequate wages
Work life balance
Gender equality and equal pay for work of equal value
Employment of persons with disabilities
Diversity
Privacy
Patients - Consumers and end-users
Privacy
Access and affordability of medicines
Patient safety (incl. product quality)
Social inclusion (non-discrimination)
Financial materiality
Low Low
High
High
Impact materiality
Descriptions of the identified IROs are provided in the topical chapters of this report and are visually mapped to their
respective positions in our value chain.
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54
We are committed to responsible business conduct (as set out in G1-Business Conduct) throughout our value chain
which is clearly aligned with our membership of the UN Global Compact. We have embedded due diligence into our
governance, strategy and business model. We take steps to identify and mitigate any potential or actual impacts within our
own workforce and these can be found in section S1-Own workforce. We also have in place the overarching elements of
our compliance program, which are set out in the Governance section, and further strengthen our overall sustainability due
diligence. Through engaging with affected stakeholders, we are working to ensure that all key steps of the due diligence
process reflect their input, which was captured in our double materiality assessment process above. Given the nature
of Galapagos as an EU-based company, with very limited operations outside of these countries, our sustainability due
diligence approach is primarily focused on the activities of third parties in our supply chain.
Our more targeted approach to due diligence within our supply chain, is as a result of our double materiality assessment
process, where we identified and assessed that our third parties pose the biggest potential risk and adverse impacts for
us from both an environmental and social perspective. As such, we have taken actions to address those adverse impacts
by establishing a number of processes which make up our supplier due diligence activities. We maintain a list of preferred
vendors with whom we have established relationships and expectations and also a further list of Qualified Vendors who are
approved to provide Good Practice ("GXP")-related goods/services to Galapagos.
We undertake a third party risk assessment process which is proportionate to the identified risk of the working relationship,
based on elements that include the nature of the goods/services provided and the location in which the activities take
place.
Our due diligence then considers questions of environmental sustainability, ethical business conduct, compliance with
legislation including GDPR and Anti-Bribery laws, and also specific GXPs that are applicable throughout our business. This
helps us to appoint third parties who will operate in line with the Galapagos expectations.
Once our suppliers and vendors are on board, we require that they comply with our Supplier Code of Conduct which sets
out all the expected standards. During the ongoing relationship, and where relevant e.g. GXP suppliers, regular audits and/
or monitoring activities are established to track the effectiveness of these efforts.
Sustainability due diligence
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55
The table below maps out the core elements of our sustainability due diligence process, cross-referencing within the
relevant disclosures in the sustainability statements.
Core elements of due diligence
Paragraphs in the sustainability statement
a) Embedding due diligence in governance, strategy and business model Sustainability Governance
S1 – Own Workforce – Policies
S4 – Consumers and end-users – Policies
G1 – Business conduct – Policies
b) Engaging with affected stakeholders in all key steps of the due
diligence
Double Materiality assessment – Engaging with our stakeholders
S1 – Own Workforce – Mitigating, Preventing and Remediating Actions
S4 – Consumers and end-users – Mitigating, Preventing and
Remediating Actions
G1 – Business conduct – Management of relationship with suppliers
Entity-specific Information – Patient Engagement
c) Identifying and assessing adverse impacts
Double Materiality assessment
S1 – Own Workforce – Mitigating, Preventing and Remediating Actions
S4 – Consumers and end-users
G1 – Business conduct – Management of relationship with suppliers
Entity-specific Information – Patient Engagement
d) Taking actions to address those adverse impacts
Our call for action by 2028
S1 – Own workforce - Mitigating, Preventing and Remediating Actions
S4 – Consumers and end-users
G1 – Business conduct – Management of relationship with suppliers
Entity-specific Information – Patient Engagement
e) Tracking the effectiveness of these efforts and communicating
S1 – Own workforce - Mitigating, Preventing and Remediating Actions
S4 – Consumers and end-users
G1 – Business conduct - Management of relationship with suppliers
Entity-specific Information – Patient Engagement
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56
Informed by the results of our materiality assessment and following the transfer of the Jyseleca® business to Alfasigma in
2024, we have reviewed our sustainability targets, prioritized identified impacts, risks and opportunities, and set our goals
for 2028 as depicted in the diagram below.
Develop therapies
with patients and the
healthcare community
to address unmet
patient needs
Add more years of
life and quality of
life for patients
Bring our medicines
to the broadest
patient population
possible
Be a diverse, equitable
and inclusive, and
trusted organization
Transition into
a low carbon
organization
We put patients
first, always
To support our ambitions, we are focused on establishing relevant and measurable targets and key performance indicators
to track and demonstrate our progress. In 2025, we plan to take further steps to align our sustainability strategy with our
planned, future streamlined organization as described in the Strategy to unlock value section of this report. Our efforts will
focus on identifying key metrics to effectively track and reflect our progress toward achieving our 2028 goals.
In a world where remarkable advances in medicine have been made, there remains a significant need for patients with hard-
to-treat diseases to have improved, and broader access to, additional innovative medicines. We are united by our vision to
transform patient outcomes for more years of life and better quality of life across the globe.
Our mission is clear and ambitious: to accelerate transformational innovation by relentlessly pursuing groundbreaking
science with an entrepreneurial spirit and a collaborative mindset.
First and foremost, we work with and for patients. They are the first consideration in every decision we make. By
understanding their unique needs and challenges, we can make a lasting positive impact on their lives. Together, every day,
we are driven by a shared purpose to make a meaningful difference in their lives.
Innovation is in our DNA and our commitment to patients fuels our desire to continue to innovate. By thinking boldly and
challenging the status quo, we can drive groundbreaking scientific innovations that positively impact the lives of patients
around the world. Through continuous learning, we aim to be at the forefront of scientific discovery, driving positive change
in healthcare.
Our Ambition
Our call for action by 2028
Add more years of life and quality of life for patients
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57
We are empowered to take responsibility for our actions and hold ourselves to the highest standards of quality and integrity.
By setting ambitious goals and striving for continuous improvement, we create a culture of excellence and expertise. We
build trust with our stakeholders and ensure that we deliver on our commitments.
> PORTFOLIO
We built a growing R&D pipeline of more than 20 potential best-in-class medicines that address high unmet needs of
patients in oncology and immunology:
We have established our Patient Partnership Charter, which we co-created with the patient community. This charter
formalizes our commitment to patient engagement and serves as a guideline to execute our patient engagement roadmap.
We strive to maintain clear and continuous communication with patients and the healthcare community.
To accelerate innovation, we collaborate closely with patient organizations throughout the entire drug development
process, more notably during the initial phases when the target product profile is defined and a blueprint for a new
medicine is developed, and in a next phase when we design our clinical trials.
The Galapagos Patient Engagement Council, co-founded with members of umbrella patient organizations, is another
key element of our patient engagement strategy and serves as a consultative body and knowledge exchange platform that
guides our results-oriented patient engagement initiatives.
We are committed to executing our strategic roadmap to bring transformational medicines to the broadest patient
population possible. Our goal is not just to meet current medical needs but to anticipate and shape the future of healthcare,
ensuring that our innovations reach those who need them most.
2024 Actions
Four assets are in clinical development across 11 indications (three in cell therapy and one small molecule), and
More than 15 programs across modalities are in preclinical development
Develop therapies with patients and the healthcare community to address unmet
patient needs
2024 Actions
We strengthened relationships with key umbrella patient organizations in the field of lupus and dermatomyositis and
set up new partnerships with several umbrella patient organizations in the field of oncology.
We established an insights-gathering process for multiple hematological cancers, such as non-Hodgkin lymphoma
including mantle cell lymphoma, as well as Richter transformation, a rare and very aggressive form of lymphoma, with
the aim to better understand the needs of patients and care partners. This process ensures greater integration of these
insights into our drug development strategy, from defining the target product profile to clinical studies.
We continued to enhance our internal processes, including those related to quality, to ensure we comply with the
highest quality standards for all our stakeholders.
We incorporated the health literacy principles into our documents for participants of our clinical studies and patients in
general.
We prepared the organization to systematically include diverse patients into our clinical trials.
Bring our medicines to the broadest patient population possible
2024 Actions
We expanded our decentralized manufacturing network with strategic partnerships to scale up our manufacturing
capacity in key regions to reach a broader patient population.
Read more about our decentralized platform in this section of the report.
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58
We are committed to fostering a working environment that demonstrates a culture of business conduct that instills trust
from society and motivates employees, driven by our values and principles. As we continue to channel and promote
innovation within our industry and our products, we believe that diversity of talent and perspectives are imperative to
unlocking sustainable business value and as identified in our double materiality assessment, we have re-established
diversity, equity, inclusion and belonging (DEIB) as a strategic priority. We have assigned dedicated leads and sponsors
to drive progress toward our 2028 goal of creating a workplace culture where everyone is empowered to thrive, and
demographics do not predict success.
At Galapagos, we hold ourselves to the highest standards of ethics and corporate responsibility. We ensure that our business
decisions are thoughtful and align with the best interests of patients, people, and the planet. We build trust with our
stakeholders, both internally and externally, by providing transparent updates on our progress – both when we succeed and
when improvements are needed.
At Galapagos, we believe that the health of our planet and the health and well-being of our people are interconnected.
As climate change was identified as a material topic for us, we set a clear aspiration to support our environmental ambitions
and transition into a low-carbon organization by 2028. To achieve this goal, we developed a five-year roadmap in line
with the Paris Agreement, that includes a balanced mix of carbon reduction projects. We will continue to monitor our
performance to ensure ongoing progress toward that 2028 ambition. Additionally, to be in closer alignment with the EU's
climate targets and comply with the European Sustainability Reporting Standard (ESRS), we have also set and will disclose
GHG emission reduction targets for the year 2030. Read more in the E1 Climate change section of this report.
Reducing greenhouse gas (GHG) emissions is a critical success factor in our approach, and our climate transition roadmap
includes three pathways to achieve that:
Be a diverse, equitable and inclusive, and trusted organization
2024 Actions
We continued to strengthen a culture of diversity, equity, inclusion and belonging (DEIB) through the conduct of focus
groups to gain insights on what matters to our workforce regarding this topic.
We launched our new company values, determined by input from the workforce, to reinforce our company culture and
enhance employee well-being.
We launched a new online training on Speak-Up/Listen-Up for all our employees and also integrated a specific training
for Line Managers into our broader leadership training programs along with a training on Ethical Decision Making.
We rolled out our updated Code of Conduct, which includes a new chapter on the United Nations Global Compact
commitments and 94% of our employees completed the related training.
We expanded our Third Party Risk Assessment (TPRA) process to include due diligence for environmental sustainability.
We conducted an external screening of our 100 preferred suppliers, assessing various risk factors, including ESG indicators.
Transition into a low carbon organization
Shift to renewable energy sources across our facilities and car fleet;
Improve energy efficiency of our operations; and
Drive behavioral change by increasing environmental awareness among our employees.
Actions 2024
We obtained 59% of our energy from renewable sources.
We increased the number of electric vehicles in our fleet and 47% of our total car fleet is now electric.
We celebrated United Nations’ World Environment Day with our colleagues, along with other internal initiatives to drive
behavioral change and raise environmental awareness.
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59
Our transition plan, approved by the Management Committee, for climate change mitigation involves several strategies.
First, by 2030, we commit to reducing absolute scopes 1 and 2 GHG emissions by 42% from a 2022 base year. In addition,
by 2030, we plan to reduce scope 3 emissions by 37% through a combination of engagement with our suppliers and an
absolute reduction on remaining scope 3 emissions.
Longer term, we aim to be net-zero by 2040 by achieving a reduction of GHG emissions to a residual level in line with the
Paris Agreement’s 1.5°C scenarios, with neutralization of residual emissions through investing in the permanent removal
and storage of carbon from the atmosphere.
This is in line with the Science Based Targets initiative's (SBTi) specific criteria for near- and long-term targets to comply with
either a 1.5°C or a well below 2°C scenario.
We are not excluded from EU Paris-aligned benchmarks in accordance with the exclusion criteria stated in Articles 12(1) (d)
to (g) and 12(2) of Commission Delegated Regulation (EU) 2020/1818 (Climate Benchmark Standards Regulation).
The transition plan includes the transfer of the Jyseleca® business to Alfasigma, and the expected CO2 reduction resulting
from the transfer. However, we expect to substitute the transferred Jyseleca® supply chain with the oncology supply chain
supporting the growth of our DMU-network and business.
More concrete, for scope 1 & 2 (direct emissions & purchased energy), the main drivers for carbon footprint reduction
will be:
For scope 3 (indirect emissions), the main drivers for carbon footprint reduction will be:
Our transition plan is fully embedded in our company strategy and financial planning, as described in section E1-3. The
financial requirements for implementing these levers are integrated into our overall business planning and will be financed
Environmental Information
Climate Change
ESRS E1 – Climate Change
E1-1 – Transition plan for climate change mitigation
The implementation of electrification of our car fleet, aiming for a 100% adoption rate by 2030, and use of renewable
energy only, by relying on Guarantees of Origin, Power Purchase Agreements (PPAs) or a leasing company that offers
fuel cards that guarantee green electricity; and
Renewable electricity sourcing and improve energy efficiency of our operations.
Direct reduction efforts in commuting (e.g., via a shift from conventional private cars to electric or by supporting
alternative commuting programs with low/zero emissions modes of commuting);
Implementation of a supplier engagement initiative so that our suppliers must meet (validated) science-based targets.
Suppliers included in the supplier engagement targets are expected to develop, review and report on their targets
according to certain criteria: our suppliers shall:
Set science-based-aligned scope 1 and 2 targets as a minimum requirement. Inclusion of scope 3 targets are
required if these emissions are greater than 40% of the supplier’s total emissions;
Review their targets to ensure that they are aligned with SBTi Criteria and Guidelines. Validation of supplier targets
through the SBTi is recommended but not required; and
Report progress against their target on an annual basis (either publicly or through the annual data collection
process).
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60
according to business needs. This approach ensures that decarbonisation efforts are aligned with our operational and
strategic priorities. Where additional investments might be needed, we have the Sustainability Steering Committee and
related governance structure as described in the section our Sustainability Governance in place.
Our commitment to climate change mitigation presents an opportunity to drive meaningful positive impact across our
entire value chain. In the short term, we recognize the importance of addressing GHG emissions and transitioning to
low-carbon operations. This opportunity aligns with our organizational strategy, while also mitigating climate-related
transitional risks to our reputation and stakeholder trust should these efforts be overlooked. To capitalize on this
opportunity, we are actively pursuing a transition to a low-carbon economy, embedding climate-focused initiatives within
our broader sustainability actions to achieve our 2028 goals. These actions include investments in energy-efficient
technologies, renewable energy adoption, and collaboration with stakeholders to foster innovative, sustainable solutions.
While working together with our suppliers to reduce GHG emissions, we see a potential positive impact supporting the
transition into a low carbon economy.
As our double materiality assessment did not identify any material climate-related risks, and considering our limited GHG
emissions, we didn’t perform a detailed material climate-related risk assessment and resilience analysis, nor a deeper
analysis of potential climate-related risks. As a consequence, given that we did not carry out a deeper analysis of potential
climate risks considering different potential climate scenarios, no statement on the resilience of the business to climate
change can be made. However, we continue to monitor developments in climate-related risks and assess their relevance to
our business.
We established an Environmental, Health and Safety policy, for which the Chief Operating Officer is accountable,
committing to sustainable operations, focused on minimizing our carbon footprint and striving to diminish our
consumption of natural resources throughout our operations and entire value chain.
Our policy includes commitments to:
This structured approach ensures alignment with our broader sustainability strategy towards 2028 and 2030 low-carbon
transition goals.
We have implemented a series of targeted actions and allocated specific resources in 2024 to support our climate change
mitigation and adaptation policies. These initiatives align with our broader commitment to transitioning to a low-carbon
organization by 2028 and our corresponding business strategy. For our transition plan we aligned with the climate targets
set by the European Union for 2030.
Material impacts, risks and opportunities and their interaction with strategy and
business model
E1-2 – Policies related to climate change mitigation and adaptation
Minimize GHG emissions by implementing sustainable operational practices;
Enhance energy efficiency through technology upgrades and resource optimization;
Reduce pollution and waste across our value chain; and
Optimize natural resource consumption, ensuring the use of sustainable materials where possible.
E1-3 – Actions and resources in relation to climate change policies
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61
Key actions and resources in 2024:
Our EU Taxonomy aligned CapEx related to climate change mitigation was €2.772 million, resulting in 3.04% and OpEx
€3.44 million, resulting 0.68% of our total OpEx. Further details can be found in the EU Taxonomy 2024 statement. Other
investments are an integrated part of our capital cost allocations and/or operating expenditure (such as switching to green
electricity) and are therefore not reported here, but in general CapEx and OpEx.
Considering the planned separation (see Separation section), the future financial resources required for further
implementation of the decarbonization levers are not yet determined.
We have established greenhouse gas (GHG) emissions reduction targets for our scope 1 and 2 (market-based) emissions, as
well as scope 3, in alignment with the Science Based Targets initiative (SBTi). When defining our 2022 base year and setting
targets for 2030, we accounted for the transfer of Jyseleca® activities to Alfasigma while also incorporating an ambitious
year-over-year growth scenario for our existing business. Our scope 1, 2, and 3 targets cover 100% of our total emissions
across these categories. For scope 1 and 2, we applied an absolute contraction approach to target setting, while for scope
3, we utilized a combination of supplier engagement and absolute contraction.
We commit to reduce absolute scopes 1 and 2 GHG emissions 42% by 2030 from a 2022 base year, and to reduce absolute
scope 3 GHG emissions by 37% by 2030 from a 2022 base year through a combination of engagement with our suppliers and
an absolute reduction on remaining scope 3 emissions. We are currently in the process of estimating the overall quantitative
contributions of our decarbonization drivers (described in section E1-1) to achieve these GHG emission reduction targets.
Longer term, we aim to be net-zero by 2040 by achieving a reduction of GHG emissions to a residual level in line with the
Paris Agreement’s 1.5°C scenarios, with neutralization of residual emissions through investing in the permanent removal
and storage of carbon from the atmosphere.
This is in line with the Science Based Targets initiative's (SBTi) specific criteria for near- and long-term targets to comply with
either a 1.5°C or a well below 2°C scenario.
Our detailed strategy is described in E1-1 of this section of the report.
Transition to Renewable Energy: 59% of our total energy consumption was sourced from renewable energy, and
disclosed in the table presented under E1-5.
Fleet Electrification: 47% of our company car fleet is now fully electric, contributing to a reduction in Scope 1 emissions,
as disclosed in the table under E1-6.
Energy Efficiency Improvements: Implementation of operational efficiency projects aimed at reducing overall energy
consumption in our facilities by installing, and maintaining instruments and devices for measuring, regulation and
controlling energy performance of buildings.
Employee Engagement on Climate Action: Internal initiatives, including participation in the United Nations’ World
Environment Day, were organized to raise awareness and encourage climate-positive behavior.
Metrics and targets
E1-4 – Targets related to climate change mitigation and adaptation
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62
2022
(base year)
2024
Fuel consumption from coal and coal products
MWh
0
0
Fuel consumption from crude oil and petroleum products(*)
MWh
10,073
506
Fuel consumption from natural gas
MWh
3,444
2,793
Fuel consumption from other fossil sources
MWh
0
0
Consumption of purchased or acquired electricity, heat, steam, and cooling from
fossil sources
MWh
284
269
Total fossil energy consumption
MWh
13,802
3,568
Share of fossil sources in total energy consumption
%
77
39
Consumption from nuclear products
MWh
496
231
Share of consumption from nuclear sources in total energy consumption
%
3
2
Fuel consumption from renewable sources, including biomass (also comprising
industrial and municipal waste of biologic origin, biogas, renewable hydrogen, etc.)
MWh
0
0
Consumption of purchased or acquired electricity, heat, steam, and cooling from
renewable sources
MWh
3,667
5,282
The consumption of self-generated non-fuel renewable energy
MWh
0
108
Total renewable energy consumption
MWh
3,667
5,390
Share of renewable sources in total energy consumption
%
20
59
Total energy consumption
MWh
17,965
9,189
(*) Includes the energy consumed in Galapagos’ buildings, by stationary diesel consumption (used by back-up generators and by Galapagos’ car fleet). The latter is based on
estimated distance travelled and estimated fuel consumption.
E1-5 Energy consumption and mix
SUSTAINABILITY STATEMENTS
Galapagos NV Annual Report 2024
63
For the calculation of our GHG emissions, we use the GHG Protocol. For the organizational boundary we apply the
operational control approach. This includes our offices and labs.
Our scope 1 contains energy/heat generation at our facilities, company vehicles, and fugitive emissions. In our scope 2
emissions purchased electricity, and district heating is included. For the scope 1 and 2 calculations direct data was used.
Scope 3 consists of both up and downstream activities as included in the table below. The emissions for Purchased
goods and services, Capital goods, and Upstream leased assets are calculated based on spend data. For Commuting and
Downstream transport data was estimated.
The calculations are based on activity data multiplied by emission factor. Both supplier specific emission factor, as average
emission factor (average values by industry and country from several databases) were used.
We continue to work on improving our data quality and calculation methods. Therefore, we adjusted our 2022 baseline
emissions to align with the 2024 methodology. Additionally, we incorporated more accurate data as it becomes available.
These changes are reflected in the following categories: purchased goods and services, commuting, and upstream lease
assets.
We report a reduction on all three emission scopes for 2024 compared to base year 2022 emissions. Where at first glance
we already meet our defined targets that were set for 2030 in 2024, we currently cannot draw any conclusions regarding our
progress towards them. This is because the reported reduction is to a large extent attributed to the transfer of the Jyseleca®
activities to Alfasigma early in 2024, and the reorganization in 2023, and only to a smaller extent linked to our efforts to
execute on our transition strategies (as disclosed in E1-1 above). Due to inherent limitations of the available data in 2022,
we were not able to quantify the impact of the Jyseleca® transaction on the base year values. The associated discontinued
operations are outlined in financial note 5.
As a result of this transfer and the corresponding workforce reduction, the decrease in scope 1, 2 and 3 emissions has
met or even exceeded the targets set in our transition plan. However, we expect to substitute the transferred Jyseleca®
supply chain with the oncology supply chain, supporting the expansion of our DMU-network, as described in the Platforms
section of this report. We are preparing for registrational trials and commercial readiness in the coming years, which is
expected to drive an increase in emissions over the next few years. This is in line with our transition plan towards 2030 and
the corresponding target setting that took into account the Jyseleca transfer, but also considered a growth of the existing
business, (as described in E1-1 and E1-4). For these reasons, year-on-year comparisons can lead to divergent results. Where
the Jyseleca® transfer shows an immediate impact, the impact of the business growth will only gradually become visible
over the long term. That’s why we will continue to use 2022 as a base year, while being transparent about the changes
that will occur over time. We will evaluate each year whether or not a restatement of the base year values are considered
necessary, including in cases of unforeseen events not accounted for in our transition roadmap.
E1-6 – Gross Scopes 1, 2, 3 and Total GHG emissions
SUSTAINABILITY STATEMENTS
Galapagos NV Annual Report 2024
64
2022
(base year)
2024
Scope 1 GHG Emissions
Gross Scope 1 GHG emissions
TCO2e
3,029
652
Percentage of Scope 1 GHG emissions from regulated ETS
%
0
0
Scope 2 GHG Emissions
Gross location-based Scope 2 GHG emissions
TCO2e
857
1,188
Gross market-based Scope 2 GHG emissions
TCO2e
218
114
Significant Scope 3 GHG Emissions
Total Gross indirect (Scope 3) GHG emissions
TCO2e
72,814
47,889
Purchased goods and services(*)
TCO2e
56,091
39,116
Capital Goods(*)
TCO2e
13,760
6,133
Fuel and energy-related activities(*)
TCO2e
753
350
Upstream leased assets(*)
TCO2e
339
366
Waste generated in operations(*)
TCO2e
50
212
Processing of sold products
TCO2e
N/A
N/A
Use of sold products
TCO2e
N/A
N/A
End-of-life treatment of sold products(*)
TCO2e
11
3
Downstream leased assets
TCO2e
N/A
N/A
Franchises
TCO2e
N/A
N/A
Upstream transportation and distribution(*)
TCO2e
95
2
Downstream transportation and distribution(**)
TCO2e
5
1
Business travels(*)
TCO2e
1,058
1,450
Employee commuting(**)
TCO2e
652
255
Financial investments
TCO2e
N/A
N/A
Total GHG emissions
Total GHG emissions (location-based)
TCO2e
76,860
49,804
Total GHG emissions (market-based)
TCO2e
76,062
48,655
(*) actual data
(**) estimated
SUSTAINABILITY STATEMENTS
Galapagos NV Annual Report 2024
65
The European Commission’s action plan on financing sustainable growth led to the creation of an EU classification system
for sustainable activities, also known as the EU taxonomy. As a listed company with more than 500 employees, Galapagos
is in scope of the EU Taxonomy Regulation8. As indicated in the Delegated Regulation of (EU) 2021/2178, non-financial
undertakings shall disclose the proportion of Taxonomy-eligible and alignment of economic activities in their total turnover,
capital expenditure (“CapEx”), operational expenditure (“OpEx”) and the qualitative information starting from reporting year
2022, including comparative figures for eligibility related to climate change mitigation and adaptation. Starting in reporting
year 2023, the proportion of Taxonomy eligibility has been disclosed for all remaining objectives.
The EU Taxonomy introduces a classification system for environmentally sustainable activities, and an activity is deemed
environmentally sustainable if it meets all of the following overarching criteria:
The EU published a catalog of economic activities that can be considered as Taxonomy-eligible activities; the determination
of eligibility happens on the basis of the description of activities. An eligible activity becomes Taxonomy-aligned when it
meets all of the aforementioned overarching criteria, which includes that such activity should substantially contribute to at
least one of the six environmental objectives.
Following a thorough analysis of the EU Taxonomy legal framework9, which was initiated by reviewing our NACE10 codes
and core activities in light of the EU Taxonomy identified activities, we do not consider our core business activities of
discovering and developing innovative medicines to be in scope of the Climate Delegated Act.
Within the context of our ambition to transition into a low carbon organization by 2028, we screened the related activities
and identified the following activities included in the EU Taxonomy:
EU Taxonomy 2024 Statement
substantially contributing to at least one of the six environmental objectives of the EU Taxonomy Regulation: (i) climate
change mitigation; (ii) climate change adaptation; (iii) sustainable use and protection of water and marine resources; (iv)
transition to a circular economy, (v) pollution prevention and control; and (vi) protection and restoration of biodiversity
and ecosystems;
not significantly harming any of these environmental objectives;
complying with minimum safeguards; and
complying with certain scientifically based technical screening criteria (‘TSCs’) established by the European
Commission.
Installation and operation of electric heat pumps;
Collection and transport of non-hazardous waste in source segregated fractions;
Transport by motorbike, passenger cars, and light commercial vehicles;
Installation, maintenance, and repair of instruments and devices for measuring, regulation and controlling energy
performance of buildings;
Acquisition and ownership of buildings;
Consultancy for physical climate risk management and adaptation.
Commission Delegated Regulation (EU) 2023/2485 of 27 June 2023 amending Delegated Regulation (EU) 2021/2139 establishing additional technical screening criteria for
determining the conditions under which certain economic activities qualify as contributing substantially to climate change mitigation or climate change adaptation and for
determining whether those activities cause no significant harm to any of the other environmental objectives.
8
Commission Delegated Regulation (EU) 2023/2486 of 27 June 2023 supplementing Regulation (EU) 2020/852 of the European Parliament and of the Council by establishing
the technical screening criteria for determining the conditions under which an economic activity qualifies as contributing substantially to the sustainable use and protection
of water and marine resources, to the transition to a circular economy, to pollution prevention and control, or to the protection and restoration of biodiversity and ecosystems
and for determining whether that economic activity causes no significant harm to any of the other environmental objectives and amending Commission Delegated Regulation
(EU) 2021/2178 as regards specific public disclosures for those economic activities.
9
NACE is the “statistical classification of economic activities in the European Community” (NACE is the acronym for “Nomenclature statistique des activités économiques dans
la Communauté européenne”) and is the subject of legislation at the European Union level , which imposes the use of the classification uniformly within all the Member States.
10
SUSTAINABILITY STATEMENTS
Galapagos NV Annual Report 2024
66
In parallel with our commitment to meeting sustainability obligations and achieving our 2028 aspirations, we seek to fully
comply with the minimum safeguards as set out in the EU Taxonomy Regulation. We aim to look holistically at sustainability
efforts to ensure that meeting environmental standards does not come at the expense of human rights and fair competition
and that we uphold high standards by complying with anti-bribery/anti-corruption and taxation laws. By doing this, we
align our policies and activities with the principles set out in the OECD Guidelines for Multinational Enterprises, the UN
Guiding Principles on Business & Human Rights, the Declaration of the International Labour Organisation on Fundamental
Principles and Rights at Work and the International Bill of Human Rights.
For the determination of turnover, CapEx and OpEx, we use the reported data in the 2024 consolidated financial statements
included in this report:
Based on available data and the assessment of requirements, we report 0% Taxonomy eligible Turnover, and therefore
0% Taxonomy aligned. As a result of our 2028 ambition of becoming climate low carbon and the related investments, we
report 3.15% Taxonomy eligible CapEx, with 3.03% Taxonomy aligned, and 0.69% Taxonomy eligible and aligned OpEx (as
presented in the EU Taxonomy 2024 Tables).
Please refer to the EU Taxonomy 2024 tables for the disclosure on KPIs of non-financial undertakings as required by Annexes
II of the Climate Delegated Act.
The limited “eligibility” under the EU Taxonomy refers to the fact that our core activities currently remain outside of the
scope of the economic activities for which TSCs have been developed under the Delegated Regulations.
We note that the required disclosures under the EU Taxonomy Regulation will keep evolving and that we will continue to
consider their impact as well as future reporting obligations.
Turnover covers all continuing activities of Galapagos as of December 31, 2024 and the denominator can be reconciled
with the 2024 IFRS total net revenues of €275.6 million as disclosed in note 7, which comprise collaboration revenues
and supply revenues.
CapEx consists of additions to tangible and intangible assets during the financial year 2024 considered before
depreciation, amortization and any re-measurements recognized by Galapagos pursuant to IAS 38. The denominator
(total CapEx) can be reconciled with the sum of the lines “Additions” disclosed in notes 14 and 15 (total €91.5 million) of
the consolidated financial statements. The majority of CapEx is associated with payments for exclusive rights, software
and databases, and property, plant and equipment (covering fully-owned and right-of-use assets).
OpEx, according to the EU Taxonomy, is determined by the direct non-capitalized costs of research and development,
building renovation measures, short-term leases, maintenance and repair and any other direct expenditure relating to
the day-to-day servicing of assets of property, plant and equipment by Galapagos or third-parties that are necessary to
ensure the continued and effective functioning of such assets. These costs are for the majority associated with our R&D
expenditure of €503.5 million, as disclosed in note 8.
SUSTAINABILITY STATEMENTS
Galapagos NV Annual Report 2024
67
Code (2)
Turnover (3)
Proportion of Turnover, 2024 (4)
Climate Change Mitigation (5)
Climate Change Adaptation (6)
Water (7)
Pollution (8)
Circular Economy (9)
Biodiversity (10)
Climate Change Mitigation (11)
Climate Change Adaptation (12)
Water (13)
Pollution (14)
Circular Economy (15)
Biodiversity (16)
Minimum Safeguards (17)
Substantial contribution criteria
DNSH criteria (‘Does Not
Significantly Harm’)
Economic activities (1)
Proportion
of
Taxonomy-
aligned
(A.1.)
or -eligible
(A.2.)
turnover,
year 2023
(18)
Category
enabling
activity
(19)
Category
transitional
activity
(20)
€, in
thousands
%
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
%
E
T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities (Taxonomy-aligned)
Turnover of environmentally
sustainable activities
(Taxonomy-aligned) (A.1)
0
0%
0%
Of which enabling
0
0%
0%
Of which transitional
0
0%
0%
A.2. Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)
Turnover of Taxonomy-
eligible but not
environmentally sustainable
activities (not Taxonomy-
aligned activities) (A.2)
0
0%
0%
A. Turnover of Taxonomy-
eligible activities (A.1+A.2)
0
0%
0%
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
Turnover of Taxonomy-non-
eligible activities
275,600 100%
100%
TOTAL
275,600 100%
100%
Y: yes; N: no; N/EL: (non-)eligible
Proportion of Turnover/Total Turnover
Taxonomy aligned
per objective
Taxonomy-eligible
per objective
Climate Change Mitigation (5)
Climate Change Adaptation (6)
Water (7)
Pollution (8)
Circular Economy (9)
Biodiversity (10)
EU Taxonomy Tables
Proportion of turnover from products or services associated with Taxonomy-aligned
economic activities – disclosure covering year 2024
SUSTAINABILITY STATEMENTS
Galapagos NV Annual Report 2024
68
Code (2)
CapEx (3)
Proportion of CapEx, 2024 (4)
Climate Change Mitigation (5)
Climate Change Adaptation (6)
Water (7)
Pollution (8)
Circular Economy(9)
Biodiversity(10)
Climate Change Mitigation (11)
Climate Change Adaptation (12)
Water (13)
Pollution (14)
Circular Economy (15)
Biodiversity (16)
Minimum Safeguards (17)
Substantial contribution criteria
DNSH criteria (‘Does Not
Significantly Harm’)
Economic activities (1)
Proportion
of
Taxonomy-
aligned
(A.1.)
or eligible
(A.2.)
CapEx,
year 2023
(*)(18)
Category
enabling
activity
(19)
Category
transitional
activity
(20)
€, in
thousands
%
Y; N; N/
EL
Y; N; N/
EL
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
%
E
T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities (Taxonomy-aligned)
Transport by motorbikes,
passenger cars and light
commercial vehicles
6.5
2,638
2.88%
Y
Y
Y
Y
Y
Y
Y
Y
2.77%
T
Installation, maintenance
and repair of instruments
and devices for measuring,
regulation and controlling
energy performance of
buildings
7.5
53
0.06%
Y
Y
Y
Y
Y
Y
Y
Y
Y
0.30%
E
Acquisition and ownership
of buildings
7.7
81
0.09%
Y
Y
Y
Y
Y
Y
Y
Y
5.28%
E
CapEx of environmentally
sustainable activities
(Taxonomy-aligned) (A.1)
2,772 3.03% 3.03% 0.06%
Y
Y
Y
Y
Y
Y
Y
8.08%
Of which enabling
134 4.83%
E
Of which transitional
2,638 95.17%
Y
Y
Y
Y
Y
Y
Y
T
A.2. Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)
Transport by motorbikes,
passenger cars and light
commercial vehicles
6.5
107
0.12%
Y
5.50%
CapEx of Taxonomy-
eligible but not
environmentally
sustainable activities (not
Taxonomy-aligned
activities) (A.2)
107 0.12% 0.12%
5.50%
A. CapEx of Taxonomy-
eligible activities (A.1+A.2)
2,879 3.15% 3.15%
13.58%
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
CapEx of Taxonomy-non-
eligible activities
88,621 96.85%
86.42%
Total (A + B)
91,500
100%
100%
Y: yes; N: no; N/EL: (non-)eligible
(*) The 2023 comparatives have been restated to reflect the extended screening on activities for 'installation, maintenance and repair of instruments and devices for measuring,
regulation and controlling energy performance of buildings'; and 'acquisition and ownership of buildings'.
Proportion of CapEx from products or services associated with Taxonomy-aligned
economic activities – disclosure covering year 2024
SUSTAINABILITY STATEMENTS
Galapagos NV Annual Report 2024
69
Proportion of CapEx/Total CapEx
Taxonomy aligned
per objective
Taxonomy-eligible
per objective
Climate Change Mitigation (5)
3.03%
0.12%
Climate Change Adaptation (6)
0.06%
Water (7)
Pollution (8)
Circular Economy (9)
Biodiversity (10)
SUSTAINABILITY STATEMENTS
Galapagos NV Annual Report 2024
70
Code (2)
OpEx (3)
Proportion of OpEx, 2024 (4)
Climate Change Mitigation (5)
Climate Change Adaptation (6)
Water (7)
Pollution (8)
Circular Economy (9)
Biodiversity (10)
Climate Change Mitigation (11)
Climate Change Adaptation (12)
Water (13)
Pollution (14)
Circular Economy (15)
Biodiversity (16)
Minimum Safeguards (17)
Substantial contribution criteria
DNSH criteria (‘Does Not
Significantly Harm’)
Economic activities (1)
Proportion
of
Taxonomy-
aligned
(A.1.)
or -eligible
(A.2.)
OpEx,
year
2023(*)
(18)
Category
enabling
activity
(19)
Category
transitional
activity
(20)
€, in
thousands
%
Y; N; N/
EL
Y; N; N/
EL
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
%
E
T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities (Taxonomy-aligned)
Installation and operation
of electric heat pumps
4.16
392 0.08%
Y
Y
Y
Y
Y
Y
Y
Y
0.04%
E
Collection and transport of
non-hazardous waste in
source segregated fractions
5.5
46 0.01%
Y
Y
Y
Y
Y
Y
Y
Y
0.01%
E
Installation, maintenance
and repair of instruments
and devices for measuring,
regulation and controlling
energy performance of
buildings
7.5
15 0.003%
Y
Y
Y
Y
Y
Y
Y
Y
Y
0.0009%
E
Acquisition and ownership
of buildings
7.7
2,994 0.59%
Y
Y
Y
Y
Y
Y
Y
Y
0.71%
E
Consultancy for physical
climate risk management
and adaptation
8.2
23 0.005%
Y
Y
Y
Y
Y
Y
Y
Y
0.02%
E
OpEx of environmentally
sustainable activities
(Taxonomy-aligned) (A.1)
3,470 0.69% 0.68% 0.005%
Y
Y
Y
Y
Y
Y
Y
0.77%
Of which enabling
3,470
100%
Y
Y
Y
Y
Y
Y
Y
E
Of which transitional
Y
Y
Y
Y
Y
Y
Y
T
A.2. Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)
OpEx of Taxonomy-eligible
but not environmentally
sustainable activities (not
Taxonomy-aligned
activities) (A.2)
0
0%
0%
A. OpEx of Taxonomy
eligible activities (A.1+A.2)
3,470 0.69%
0.77%
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
OpEx of Taxonomy-non-
eligible activities
500,030 99.31%
99.227%
TOTAL
503,500
100%
100%
Y: yes; N: no; N/EL: (non-)eligible
(*) The 2023 comparatives have been restated to reflect the extended screening on activities for 'installation, maintenance and repair of instruments and devices for measuring,
regulation and controlling energy performance of buildings'; 'collection and transport of non-hazardous waste in source segregated fractions'; and 'acquisition and ownership of
buildings'.
Proportion of OpEx from products or services associated with Taxonomy-aligned
economic activities – disclosure covering year 2024
SUSTAINABILITY STATEMENTS
Galapagos NV Annual Report 2024
71
Proportion of OpEx/Total OpEx
Taxonomy aligned
per objective
Taxonomy-eligible
per objective
Climate Change Mitigation (5)
0.685%
Climate Change Adaptation (6)
0.005%
Water (7)
Pollution (8)
Circular Economy (9)
Biodiversity (10)
Row
Nuclear energy related activities
1.
The undertaking carries out, funds or has exposures to research, development, demonstration and
deployment of innovative electricity generation facilities that produce energy from nuclear processes with
minimal waste from the fuel cycle.
NO
2.
The undertaking carries out, funds or has exposures to construction and safe operation of new nuclear
installations to produce electricity or process heat, including for the purposes of district heating or industrial
processes such as hydrogen production, as well as their safety upgrades, using best available technologies.
NO
3.
The undertaking carries out, funds or has exposures to safe operation of existing nuclear installations that
produce electricity or process heat, including for the purposes of district heating or industrial processes such
as hydrogen production from nuclear energy, as well as their safety upgrades.
NO
Fossil gas related activities
4.
The undertaking carries out, funds or has exposures to construction or operation of electricity generation
facilities that produce electricity using fossil gaseous fuels.
NO
5.
The undertaking carries out, funds or has exposures to construction, refurbishment, and operation of
combined heat/cool and power generation facilities using fossil gaseous fuels.
NO
6.
The undertaking carries out, funds or has exposures to construction, refurbishment and operation of heat
generation facilities that produce heat/cool using fossil gaseous fuels.
NO
Nuclear and fossil gas related activities
SUSTAINABILITY STATEMENTS
Galapagos NV Annual Report 2024
72
We recognize that a number of S1 topics are of material relevance to us (as described below in ‘Material impacts, risks and
opportunities). As an R&D organization, with 599 employees in Europe and 74 employees in the U.S., we comply with all
legislation designed to provide protection to our employees, which includes topics related to working conditions such as
adequate wages, leave entitlement and equal opportunities. We not only manage risks associated with these topics, which
carry both a financial and reputational impact, but also provide opportunities to attract and retain the best talent. We have
therefore established policies which are in line with the UN Guiding Principles on Business and Human Rights, International
Labour Organization Declaration on Fundamental Principles and Rights at Work and the OECD Guidelines for Multinational
Enterprises. Given that privacy is of material relevance to our workforce, we have also taken steps to minimize the risk of
potential data breaches and established controls to limit the likelihood of data breaches related to employee data. We have
not yet established specific targets in relation to these topics, but steps will be taken in the following months to identify
relevant metrics and determine appropriate targets to measure progress on these topics in the future.
Ensuring adequate wages across our organization is a positive opportunity to attract and retain top talent while fostering
long-term human capital development. In the short term, we are committed to fair compensation practices that align with
industry standards and promote equity. These efforts are supported by well-being initiatives, commitments to fair pay, and
policies that ensure equal opportunities for all employees. By prioritizing adequate wages, we aim to enhance employee
satisfaction, productivity, and loyalty.
Promoting work-life balance is a key opportunity to support employee well-being and productivity within our organization.
In the short term, we are focusing on providing family leave and mental health support to help employees thrive
professionally and personally. This includes implementing supportive family leave policies and mental health initiatives to
create a healthier, more resilient workforce.
Addressing gender equality and equal pay is a critical risk factor for our operations, with potential short-term impacts on our
reputation and ability to attract and retain diverse talent. To mitigate this risk, we are actively benchmarking compensation
practices to ensure equal pay and fostering diversity through policies that promote fairness and inclusion. These actions
align with our broader commitment to building an equitable and inclusive workplace.
Inclusive hiring practices present a positive opportunity to strengthen team diversity and enhance our reputation as an
employer of choice. In the short term, we are advancing policies that promote inclusion and provide tailored support
for employees with disabilities. These efforts underscore our dedication to fostering a workforce that values the unique
contributions of all individuals.
Diversity remains a significant opportunity to enhance our team’s capabilities, support innovation, and bolster our
reputation as an inclusive employer. In the short term , we are driving initiatives through DEIB (Diversity, Equity, Inclusion &
Belonging) workstreams, targeting workforce representation and inclusive practices across the entire organization.
Social Information
Own Workforce
S1 Own Workforce
Material impacts, risks and opportunities and their interaction with strategy and
business model
Adequate Wages
Work-life Balance
Gender Equality & Equal Pay
Employment of Persons with Disabilities
Diversity
SUSTAINABILITY STATEMENTS
Galapagos NV Annual Report 2024
73
Privacy and data security are critical areas of risk, particularly in the short term, as we must manage challenges related to
cybersecurity, potential data breaches, and regulatory compliance, such as GDPR. To mitigate these risks, we are investing
in robust cybersecurity systems and we conduct third-party assessments, and maintain rigorous compliance measures.
These initiatives are designed to safeguard sensitive and personal data, protect our clinical study information, and uphold
stakeholder trust.
Specific policies established to address risks and opportunities in this area include:
In recognizing local legislation, we have established Works Councils in countries where this is required, enabling employees
to be appropriately represented in relation to their rights, including establishing collective bargaining where this may be
necessary. We make a commitment to fair compensation which is monitored through benchmarking exercises. This ensures
equal pay and supportive family leave and mental health initiatives for employees. In addition, in order to address gaps
and opportunities in Diversity, Equity, Inclusion and Belonging, we established a DEIB Workstream to ensure continued
improvement in these areas. Specific activities performed in 2024 are described above in the section ‘Our call for action by
2028’. With regard to Data Privacy, we performed an in-depth assessment of the different personal data and information we
collect and we refined our internal inventory of personal data and information to further enhance our Data Privacy strategy.
We regularly monitor compliance with our data policies and continue to evolve our risk management policies to address
the evolving risks.
Privacy
Policies related to own workforce
Code of Conduct – this sets out the essential standards of business conduct that Galapagos and its employees are
expected to apply at all times. The CEO is accountable for this policy which is also approved by the Galapagos Board of
Directors.
Anti-Discrimination & Anti-Harassment Policy – prohibiting discrimination and/or harassment as per the definitions of
the UN Global Compact. The Chief HR Officer and General Counsel are accountable for this policy.
Speak-Up Policy – this sets out the way in which any concern that employees have can be managed in a consistent and
appropriate way. The General Counsel is accountable for this policy.
Data Protection Policy – describes how personal data must be processed within the Galapagos group of companies and
is aligned with the requirements of GDPR. The General Counsel is accountable for this policy.
Mitigating, Preventing and Remediating Actions
SUSTAINABILITY STATEMENTS
Galapagos NV Annual Report 2024
74
Despite the fact that we are currently a pure-play R&D organization with no commercialized products, we consider elements
of S4 topics to be of material relevance. As we consider patients to be the end users of our candidate medicines, even
when these are in clinical development, we have taken steps to manage the risks associated with our activities. The most
significant risk relates to patient safety, including product quality. It is critical that we implement an appropriate risk/benefit
approach throughout the entire drug development lifecycle to ensure we bring safe and effective medicines to the market
and ultimately the broadest patient population, whilst limiting side effects, especially adverse events which may pose
an unacceptable risk. Additionally, we recognize the importance of equitable access and social inclusion in healthcare,
ensuring that our investigational treatments are developed with the broadest possible reach, particularly for patients with
high unmet medical need. Given that privacy is of material relevance to our end-users as we collect sensitive personal data
in our clinical studies, we have also taken steps to minimize the risk of potential data breaches and established controls to
limit the likelihood of data breaches relating to patient data. We have not yet established specific targets in relation to these
topics, however, steps will be taken in the following months to identify relevant metrics and determine appropriate targets
to measure progress on these topics in the future.
Protecting patient privacy and ensuring data security across the entire value chain is a critical area of risk, particularly in
the short term. Cybersecurity vulnerabilities, the potential for data breaches, and non-compliance with regulations such as
GDPR pose significant risks. To address these risks, we are investing in advanced cybersecurity systems, we conduct third-
party risk assessments, and maintain strict GDPR compliance measures. These actions are designed to safeguard clinical
study data, protect patient information, and uphold our ethical and regulatory commitments.
Ensuring accessibility, with respect for the social inclusion of diverse patient populations, and affordability of therapies
is both an ethical responsibility and a business imperative. While this represents a mixed impact—both a risk and an
opportunity—it is a cornerstone of our commitment to patients and healthcare systems. In the short term, our research
programs focus on developing innovative therapies with the potential to improve access, addressing unmet medical
needs, and contributing to sustainable healthcare. Additionally, we promote diversity in patient participation, recognizing
that equitable representation is essential for the development of effective and safe medicines. By integrating access
considerations into our R&D strategy, we aim to develop medicines that deliver value to patients and the broader healthcare
community.
Ensuring patient safety and the quality of our investigational therapies are critical focus areas, representing both a risk
and an opportunity across the entire value chain. In the short term, our actions include real-time benefit/risk assessments,
the implementation of robust risk management plans, and the strengthening of quality controls during clinical studies. By
embedding these measures into our development processes, we aim to uphold the highest standards of safety, address
unknown risks during drug development, and ensure that patients trust our innovations.
Patients, Consumers and End-Users
ESRS S4 Patients, Consumers and End-Users
Material impacts, risks and opportunities and their interaction with strategy and
business model
Privacy
Access and Social Inclusion of Diverse Patients to Products and Services
Patient Safety and Product Quality
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We have established specific policies and standards to appropriately manage the risks in the development of new
medicines. These include:
We have established an Independent Data Monitoring Committee composed of independent medical, scientific and
biostatistics experts, which conducts real-time risk/benefit assessments of safety and efficacy data at regular intervals
during a clinical study. We implement comprehensive risk managements plans and undertake monitoring through
formalized Quality audits to identify areas for continuous improvement. Together we believe these measures enable our
R&D activities to deliver potential transformational medicines which bring value to patients and the healthcare systems.
Policies related to patients, consumers and end-users
Data Protection Policy, aligned with the requirements of GDPR, which describes how personal data must be processed
within the Galapagos group of companies. The General Counsel is accountable for this policy.
Quality Manual – defines the quality management system to ensure that all Galapagos activities are of the highest
quality and comply with regulatory expectations including GCP and GMP, and with a strong focus on patient safety. The
Global Head of Quality is accountable for this policy.
Clinical Trial Oversight Policy – to ensure that we have adequate oversight of our sponsored clinical studies. The Head
of R&D is accountable for this policy.
GxP Risk Management Policy – this policy is a component of an effective Quality Management System (QMS), and
ensures risks are managed or eliminated across GxP processes and activities. The Global Head of Quality is accountable
for this policy.
Business Continuity & Crisis Management – to ensure that, in the event of high impact incidents, a mechanism is in
place to avoid or minimize damage to our employees, to our reputation and/or license to operate. The Global Head of
Quality is accountable for this policy.
Issues & Escalation Management – sets out the governance set up to ensure that critical and major issues are brought
to the attention of senior management in a timely manner. The Global Head of Quality is accountable for this policy.
Pharmacovigilance Policy – which comprises requirements for Safety Reporting and Product Quality Complaints related
to our (candidate) products. The Head of Medical Safety is accountable for this policy.
Mitigating, Preventing and Remediating Actions
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A strong corporate culture and ethical conduct are foundational to our success, representing both a risk and an opportunity
in the short term across the entire value chain. A poor corporate culture could harm our reputation, talent retention and
attraction, and stakeholder relationships. To mitigate this risk and maximize opportunities, we continue to ensure the
utmost adherence to our Code of Conduct by fostering an ethical, patient-centric corporate culture and through targeted
training, leadership accountability coaching, and embedding core values into our daily operations.
Maintaining robust whistleblower policies is critical to managing compliance risks across our value chain. In the short
term, non-compliance with the EU Directive on whistleblower protections or similar legislation could result in financial
penalties and reputational damage. To address this, we have implemented a clear Speak-Up Policy designed to protect
whistleblowers and ensure regulatory compliance. We also monitor and review these processes regularly to uphold
transparency and integrity in all operations.
Effective supplier relationship management is essential to safeguarding the continuity of our operations and ensuring
ethical practices across our value chain. In the short term, supply chain disruptions could delay drug development, and
non-compliance with ethical standards could expose us to enforcement actions that may impact our license to operate. To
mitigate these risks as we are expanding our supplier network, we conduct rigorous supplier assessments and incorporate
anti-bribery and anti-corruption clauses into our contracts. These actions aim to build a resilient, transparent, and
compliant supply chain that supports our vision to deliver transformational medicines.
We have set forth a Code of Conduct which sets out the overarching business conduct expectations for all employees and
people working on behalf of Galapagos. The Code of Conduct is written and supervised by the Head of Compliance & Ethics.
The person in this role reports to the General Counsel, who is a member of the Executive Committee. The Board of Directors
approves the Code of Conduct. Please read more in the section on our Code of Conduct in the Corporate Governance
chapter of this report.
The principles of the Code are focused on:
Governance Information
Business Conduct
ESRS G1 – Business Conduct
Material impacts, risks and opportunities and their interaction with strategy and
business model
Corporate Culture and Conduct
Whistleblower Policies
Supplier Relationship Management
G1-1 – Business conduct policies and corporate culture
Patients as our foremost consideration in decision making
Acting in an ethical, honest and transparent manner
Being responsible corporate citizens
Speaking up to address issues that may arise
Not tolerating harassment or discriminatory behavior
Complying with the UN Global Compact
Holding ourselves accountable
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The Code of Conduct refers to our Supplier Code of Conduct, which outlines our expectations for the behavior of our
vendors and suppliers.
The Code of Conduct incorporates the specific needs of the industry we operate in, taking into account various stakeholders
such as patients and healthcare professionals. Given the regulatory obligations associated with engaging with these
stakeholders, we consider them to be a crucial aspect of its business conduct.
The Code of Conduct and the Supplier Code of Conduct can be found on our corporate website. Suppliers and other
stakeholders are being made aware of the Code of Conduct, and it may be included in legal agreements when necessary.
In addition to the Code of Conduct, we have established a rigorous compliance program that is built on guidelines and
standards through group-wide policies, standards and procedures. This program includes:
Our Speak-Up Policy includes a non-retaliation principle. To encourage a culture where persons dare to speak-up and
effectively report concerns or breaches, we ensure protection from retaliation by applying an anti-retaliation principle. It
wants to protect those who raise their voices. Concretely, we prevent and protect against retaliation by:
These measures should help to build trust in the system and to encourage others to come forward. Besides, the necessary
(periodical) training is provided and required to new and current members of personnel.
A Speak-Up Policy which provides mechanisms for employees and third parties to raise concerns in relation to business
conduct in line with the EU Whistleblowing Directive (see detailed description below).
An Anti-Bribery & Anti-Corruption Policy which prohibits all forms of bribery in the course of Galapagos business.
Guidance on Identifying and Declaring Personal Interests which provides guidance on how to prevent certain situations
where a personal interest is involved and establishes rules for identifying, disclosing, and handling of potential risks that
may occur in certain (specific) situations with personal interests.
A procurement policy outlining how we purchase goods and services based on their type, budget, risk, and importance
to operations.
Through the Audit Committee Complaints Procedure Policy, complaints can be made regarding (1) accounting, internal
accounting controls or auditing matters, including the confidential, anonymous submission by employees of concerns
regarding questionable accounting or auditing matters, or (2) potential violations of any applicable law, including the
relevant federal securities laws and including any rules and regulations thereunder, or the U.S. Foreign Corrupt Practices
Act.
Always acting proactively (e.g. through analytics tracking and monitoring of pay rises, bonus, relocation, promotions
etc.);
Remaining in contact (after consent) with the reporter to discuss the outcome;
Investigate fully all allegations of retaliation;
Taking the appropriate disciplinary actions; and
Being open about cases of retaliation, where possible.
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The Speak-up Policy sets out steps to investigate business conduct incidents promptly and objectively. Incidents are
recorded and tracked using an independent reporting platform which also doubles as a case management system. We have
a clear process for reporting concerns and take all reports seriously. For substantiated or partially substantiated compliance
concerns, corrective and preventative action is taken in collaboration with relevant functions. We also oversee activities in
our supply chain and aims to resolve any issues responsibly. The general investigation principles of the Speak-Up policy are:
Where permissible, it may be possible to raise concerns anonymously. It also describes how escalation & reporting should
take place, and how and whether a non-retaliation plan should be implemented.
We have implemented robust systems which help to ensure that appropriate training is provided to all employees as
relevant to their individual roles. It is a mandatory element of onboarding new employees.
Our standard payment terms recommendation described in our procurement policy for regular suppliers is 45 days. For
healthcare suppliers, our payment term is 30 days. For governmental bodies, personnel insurances and patients, we have
0 days i.o.w. immediate payment. To prevent late payments, we are using an ERP (Enterprise Resource Planning) system
with an integrated invoice system and invoice processing. Some deviations and exceptions from this policy exist but all best
efforts are made to uphold these terms.
Our vendor selection process includes a Third Party Risk Assessment process which enables us to identify and mitigate risks
(including Quality, IT Security, Compliance & Ethics, Data Privacy and Sustainability) associated with the appointment of
suppliers in a proactive manner. We have in place a Supplier Code of Conduct which sets out the expectation by which we
expect our suppliers to comply. This has been developed and the roll-out was started in 2024 and will continue into 2025
and beyond.
We are using an ERP (Enterprise Resource Planning) system with an integrated invoicing processing system. In 2024, we,
excluding the entities transferred to Alfasigma, paid invoices on average within 28 days after the start date of the contractual
or statutory term, with 83.61% of our payments aligned with the standard payment terms as described above. On December
31, 2024, we had no legal proceedings outstanding for late payments.
Confidentiality
Objectivity
Timeliness
Consistency
Integrity
Documentation
Transparency
G1-2 – Management of relationships with suppliers
Metrics and targets:
G1-6 – Payment practices
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Scientific innovation remains a cornerstone of our vision to transform patient outcomes. This positive opportunity
underscores our commitment to advancing novel therapies, particularly by leveraging emerging technologies such as
artificial intelligence in drug development and expanding our research portfolio. In the short term, we are driving progress
through targeted investments in innovative technologies and fostering a corporate culture that prioritizes creativity,
collaboration, and cutting-edge research. These efforts position us to remain at the forefront of scientific advancement.
Protecting intellectual property (IP) is both a critical risk and an opportunity to maintain our competitive edge. In the short
term, safeguarding proprietary technologies is essential to ensuring continued innovation and differentiation in the biotech
sector, while also mitigating risks from third-party challenges. To address these priorities, we employ robust IP protection
strategies, including patents, trade secrets, and confidentiality agreements with employees and partners. These measures
ensure that our innovations are protected to support long-term value creation.
The success of our organization is intrinsically linked to the depth and competitive strength of our product portfolio and
the advancement of our candidate products. This presents both risks and opportunities in the short term. Challenges
include ensuring the successful progression of our early-stage programs, while opportunities lie in strengthening our impact
through strategic focus. Our R&D efforts in 2024 were centered around two therapeutic areas: oncology and immunology,
with significant investments in R&D to drive innovation in areas of high unmet need. These initiatives aim to deliver
impactful therapies that align with our mission and sustainability goals.
Engaging with patients and their caregivers throughout the entire drug lifecycle represents a significant opportunity to
enhance the relevance and impact of our medicines. In the short term, we are strengthening partnerships with patient
organizations, systematically gathering patient and caregiver insights, and translating these into actionable improvements.
This approach ensures that we address unmet needs while fostering transparent and health-literate communication with
patients and their care partners. These efforts ensure that patients are at the heart of our innovation process, naturally
building trust.
Specific policies established to address risks and opportunities in this area include:
Entity Specific Information
Material impacts, risks and opportunities and their interaction with
strategy and business model
Scientific Innovation
Intellectual Property
Product Portfolio
Patient Engagement
Principles for Patient and Patient Organization Interactions – this sets out the ethical and compliance framework within
which we engage with patients and patient organizations. It covers what and how to communicate and what sort of
activities are appropriate to conduct in conjunction with these stakeholders. Overall accountability for interactions with
patients and patient organizations resides with the Patient Advocacy Team. The Policy oversight sits with the Global
Head of Compliance & Ethics.
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Our Patient Partnership Charter sets out our ambition, underpinned by our values and principles, to pioneer for patients
by working in close partnership with patients and patient organizations. We have established a Patient Engagement Council
(PEC) that provides a patient and caregiver perspective to help us improve its understanding of this critical stakeholder
group. By building long-term partnerships with patient organizations and engaging with patients and caregivers, we can
translate insights into actions to address unmet needs. The PEC also provides oversight and input into tactical actions
including our efforts to provide transparent and health literate communication with patients and their caregivers. We have
established “Job Aids” to further help our employees to appropriately engage with patients. These are “How to bring
the patient perspective into your decision-making”, which gives practical guidance to our employees to ensure patient
engagement is embedded in everyday activities and “Patient Stories”, which ensures we take appropriate steps when
sharing individual patient perspectives. More information about our patient engagement activities can be found in ’Our
Ambition’ section.
Scientific innovation is key to our mission and there are many risks and opportunities associated with it which would be
considered material to us. We are focused on investing in appropriate technology and fostering a culture of innovation to
manage these risks and optimize the opportunities. Given the importance of this topic, more detail on this can be found in
the portfolio section of this report.
As a biotechnological company, protecting proprietary technology and information is crucial for success. We have
established an Intellectual Property Policy to help us consistently protect our intellectual property and trade secrets from
third-party challenges and this is supported by robust patents and confidentiality agreements with employees, vendors
and, partners. The General Counsel of Galapagos is accountable for this policy. Please see the Risk Management section
for more information.
Our future is dependent on the success of our candidate products, including our early-stage programs. Our strategic focus
on oncology and investments in early-stage drug development is designed to maximize the likelihood of success and
appropriately manage the inherent risks in the drug development lifecycle. Given the importance of this topic, more detail
on this can be found in the portfolio section of this report.
Actions
Scientific Innovation
Intellectual Property
Product Portfolio R&D
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In 2023, we signed up for the Ten Principles of the United Nations Global Compact in the areas of Human Rights, Labour,
Environment, and Anti-Corruption. In the annual Communication on Progress, which can be found on Galapagos’
participation profile on the UN Global Compact website, we disclose our continuous efforts to integrate the Ten Principles
into our business strategy, culture, and daily operations, and contribute to United Nations goals, particularly the Sustainable
Development Goals (SDG).
We identified two core SDG goals where we believe we can make a difference, as well as six enabling SDG goals. Together
they will help us to execute on our commitment to our four Sustainability pillars.
The table below links our material aspects and engagement areas to select components of the SDG framework:
Good health and well-being
Our
vision
is
to
transform
patient
outcomes
through
accelerating life changing science and innovation for more
years of life and quality of life. This is at the core of what we do.
Partnerships for the goals
We embrace internal and external partnerships to work towards
our ambition of bringing much needed innovation to the
broadest patient population possible.
Annexes
Advancing the United Nations (UN) Sustainable Development Goals
(SDGs)
CORE SDG
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Quality education
We invest in our employees and offer trainings and coaching
across our locations in Europe and the U.S.
Gender equality
We foster an inclusive and open work environment and
cultivate a corporate culture where we strive for gender
equality.
Decent work and economic growth
We are a global biotechnology company with operations in
Europe and the U.S. with the goal to drive sustainable value and
growth for all our stakeholders.
Industry, innovation and infrastructure
Our mission is to accelerate transformational innovation
through the relentless pursuit of groundbreaking science, our
entrepreneurial spirit, and a collaborative mindset.
Reduced inequalities
We aim to develop a balanced workforce across a number of
criteria, including gender, nationality, ethnicity, experience and
disability.
Climate action
We value our planet and take initiatives to safeguard the
environment and incorporate greener practices across our
organization.
ENABLING SDG
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The table below presents the progress made on implementing the provisions of the European Sustainability Reporting
Standards as published by the European Commission on 31 July 2023.
#
Description
Reference
Explanation
BP-1
General basis for preparation of the sustainability
statements
Sustainability statement: Basis for preparation
BP-2
Disclosure in relation to specific circumstances
Sustainability statement: Basis for preparation
GOV-1
The role of the administrative, management and
supervisory bodies
Corporate Governance: Committees; Our
sustainability Governance
GOV-2
Information provided to and sustainability matters
addressed by the undertaking’s administrative,
management and supervisory bodies
Corporate Governance: Committees; Our
sustainability Governance
GOV-3
Integration of sustainability-related performance
in incentive schemes
Corporate Governance: Remuneration Policy;
Remuneration Report: Executive Committee
GOV-4
Statement on due diligence
Sustainability Due Diligence
GOV-5
Risk management and internal controls over
sustainability reporting
Risk Management: Risk Management and
Internal Control; Sustainability Statements:
Sustainability Governance
SBM-1
Strategy, business model and value chain
Our Business: Strategy; Platforms and Portfolio;
Sustainability Statement: Our Double Materiality
Assessment; S1-Own workforce; Financial
Statements: note 7; Sustainability Statement:
Our Ambition
SBM-2
Interests and views of stakeholders
Sustainability Statement: Our Double Materiality
Assessment
SBM-3
Material impacts, risks and opportunities and their
interactions with strategy and business model
Our Business: Strategy, Sustainability
Statements: Environmental information, Social
information, Governance information, Entity-
specific information
Phased-in option to omit the
information prescribed by
ESRS 2 SBM-3 paragraph 48(e)
(anticipated financial effects)
for the first year of preparation
of the sustainability statement.
IRO-1
Description of the processes to identify and assess
material impacts, risks and opportunities
Sustainability Statement: Our Double Materiality
Assessment
IRO-2
Disclosure requirements in ESRS covered by the
undertaking’s sustainability statement
Reference table; Table of all datapoints that
derive from other EU legislation
Reference Table
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Galapagos NV Annual Report 2024
84
#
Description
Reference
Explanation
Environmental information
E1-1
Transition plan for climate change mitigation
E1-Climate change
ESRS 2
SBM-3
Material impacts, risks and opportunities and their
interaction with strategy and business mode
E1-Climate change
ESRS 2
IRO-1
Description of the processes to identify and assess
material climate-related impacts, risks and
opportunities
Sustainability Statement: Our Double Materiality
Assessment
E1-2
Policies related to climate change mitigation and
adaptation
E1-Climate change
E1-3
Actions and resources in relation to climate
change policies
E1-Climate change
E1-4
Targets related to climate change mitigation and
adaptation
E1-Climate change
E1-5
Energy consumption and mix
E1-Climate change
E1-6
Gross scopes 1, 2, 3 and total GHG emissions
E1-Climate change
E1-9
Anticipated financial effects from material physical
and transition risks and potential climate-related
opportunities
Phased-in option used in line
with ESRS 1 Appendix C: List of
phased-in Disclosure
Requirements.
Social information
ESRS 2
SBM-2
Interests and views of stakeholders
Sustainability Statement: Our Double Materiality
Assessment
ESRS 2
SBM-3
Material impacts, risks and opportunities and their
interaction with strategy and business model
S1-Own workforce, S4-Consumers and end-users
S1
S1-Own workforce
Phased-in option used for all
disclosure requirements of
ESRS S1, as Galapagos not
exceeded on balance sheet
date the average number of
750 employees during the
financial year on consolidated
basis
S4
S4-Consumers and end-users
Phased-in option used for all
disclosure requirements of
ESRS S4, as Galapagos not
exceeded on balance sheet
date the average number of
750 employees during the
financial year on consolidated
basis
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#
Description
Reference
Explanation
Governance information
ESRS 2
GOV1
The role of the administrative, supervisory and
management bodies
Corporate Governance: Committees;
Sustainability Statements: Sustainability
Governance
ESRS 2
IRO-1
Description of the processes to identify and assess
material impacts, risks and opportunities
G1-Business conduct
G1-1
Business conduct policies and corporate culture
Corporate Governance: Code of Conduct;
Sustainability Statements: G1-Business conduct
G1-2
Management of relationships with suppliers
G1-Business conduct
G1-6
Payment practices
G1-Business conduct
Entity Specific Information
ESRS 2
SBM-3
Material impacts, risks and opportunities and their
interaction with strategy and business mode
Entity specific topics
ESRS 2
IRO-1
Description of the processes to identify and assess
material climate-related impacts, risks and
opportunities
Sustainability Statement: Our Double Materiality
Assessment
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Disclosure Requirement
and related datapoint
SFDR
reference
Pillar 3
reference
Benchmark
Regulation
reference
EU Climate Law
reference
Section
ESRS 2 GOV-1
Board's gender diversity paragraph 21
(d)
x
x
Corporate
Governance: Board of
Directors
ESRS 2 GOV-1
Percentage of board members who are
independent paragraph 21 (e)
x
Corporate
Governance: Board of
Directors
ESRS 2 GOV-4
Statement on due diligence paragraph
30
x
Sustainability
statements: due
diligence
ESRS 2 SBM-1
Involvement in activities related to fossil
fuel activities paragraph 40 (d) i
x
x
x
Not applicable
ESRS 2 SBM-1
Involvement in activities related to
chemical production paragraph 40 (d) ii
x
x
Not applicable
ESRS 2 SBM-1
Involvement in activities related to
controversial weapons paragraph 40 (d)
iii
x
x
Not applicable
ESRS 2 SBM-1
Involvement in activities related to
cultivation and production of tobacco
paragraph 40 (d) iv
x
Not applicable
ESRS E1-1
Transition plan to reach climate
neutrality by 2050 paragraph 14
x
Sustainability
statements: E1-1
ESRS E1-1
Undertakings excluded from Paris-
aligned Benchmarks paragraph 16 (g)
x
x
Not applicable
ESRS E1-4
GHG emission reduction targets
paragraph 34
x
x
x
Sustainability
statements: E1-1
ESRS E1-5
Energy consumption from fossil sources
disaggregated by sources (only high
climate impact sectors) paragraph 38
x
Not applicable
ESRS E1-5
Energy consumption and mix paragraph
37
x
Sustainability
Statements: E1-5
ESRS E1-5
Energy intensity associated with
activities in high climate impact sectors
paragraphs 40 to 43
x
Not applicable
ESRS E1-6
Gross Scope 1, 2, 3 and Total GHG
emissions paragraph 44
x
x
x
Sustainability
Statements: E1-6
ESRS E1-6
Gross GHG emissions intensity
paragraphs 53 to 55
x
x
x
Not stated
ESRS E1-7
GHG removals and carbon credits
paragraph 56
x
Not applicable
List of Datapoints that derive from Other EU Legislation
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Disclosure Requirement
and related datapoint
SFDR
reference
Pillar 3
reference
Benchmark
Regulation
reference
EU Climate Law
reference
Section
ESRS E1-9
Exposure of the benchmark portfolio to
climate-related physical risks paragraph
66
x
Not stated
ESRS E1-9
Disaggregation of monetary amounts by
acute and chronic physical risk
paragraph 66 (a)
x
Not stated
ESRS E1-9
Location of significant assets at material
physical risk paragraph 66 (c).
ESRS E1-9
Breakdown of the carrying value of its
real estate assets by energy-efficiency
classes paragraph 67 (c).
x
Not stated
ESRS E1-9
Degree of exposure of the portfolio to
climate- related opportunities
paragraph 69
x
Not stated
ESRS E2-4
Amount of each pollutant listed in
Annex II of the E-PRTR Regulation
(European Pollutant Release and
Transfer Register) emitted to air, water
and soil, paragraph 28
x
Not material
ESRS E3-1
Water and marine resources paragraph 9
x
Not material
ESRS E3-1
Dedicated policy paragraph 13
x
Not material
ESRS E3-1
Sustainable oceans and seas paragraph
14
x
Not material
ESRS E3-4
Total water recycled and reused
paragraph 28 (c)
x
Not material
ESRS E3-4
Total water consumption in m3 per net
revenue on own operations paragraph
29
x
Not material
ESRS 2- IRO 1 - E4
paragraph 16 (a) i
x
Not material
ESRS 2- IRO 1 - E4
paragraph 16 (b)
x
Not material
ESRS 2- IRO 1 - E4
paragraph 16 (c)
x
Not material
ESRS E4-2
Sustainable land / agriculture practices
or policies paragraph 24 (b)
x
Not material
ESRS E4-2
Sustainable oceans / seas practices or
policies paragraph 24 (c)
x
Not material
ESRS E4-2
Policies to address deforestation
paragraph 24 (d)
x
Not material
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Disclosure Requirement
and related datapoint
SFDR
reference
Pillar 3
reference
Benchmark
Regulation
reference
EU Climate Law
reference
Section
ESRS E5-5
Non-recycled waste paragraph 37 (d)
x
Not material
ESRS E5-5
Hazardous waste and radioactive waste
paragraph 39
x
Not material
ESRS 2- SBM3 - S1
Risk of incidents of forced labour
paragraph 14 (f)
x
Not stated
ESRS 2- SBM3 - S1
Risk of incidents of child labour
paragraph 14 (g)
x
Not stated
ESRS S1-1
Human rights policy commitments
paragraph 20
x
Not stated
ESRS S1-1
Due diligence policies on issues
addressed by the fundamental
International Labor Organisation
Conventions 1 to 8, paragraph 21
x
Sustainability
statements: S1
ESRS S1-1
processes and measures for preventing
trafficking in human beings paragraph
22
x
Not stated
ESRS S1-1
workplace accident prevention policy or
management system paragraph 23
x
Not material
ESRS S1-3
grievance/complaints handling
mechanisms paragraph 32 (c)
x
Not stated
ESRS S1-14
Number of fatalities and number and
rate of work-related accidents
paragraph 88 (b) and (c)
x
x
Not material
ESRS S1-14
Number of days lost to injuries,
accidents, fatalities or illness paragraph
88 (e)
x
Not material
ESRS S1-16
Unadjusted gender pay gap paragraph
97 (a)
x
x
Not stated
ESRS S1-16
Excessive CEO pay ratio paragraph 97 (b)
x
Not stated
ESRS S1-17
Incidents of discrimination paragraph
103 (a)
x
Not stated
ESRS S1-17
Non-respect of UNGPs on Business and
Human Rights and OECD paragraph 104
(a)
x
x
Not stated
SUSTAINABILITY STATEMENTS
Galapagos NV Annual Report 2024
89
Disclosure Requirement
and related datapoint
SFDR
reference
Pillar 3
reference
Benchmark
Regulation
reference
EU Climate Law
reference
Section
ESRS 2- SBM3 – S2
Significant risk of child labour or forced
labour in the value chain paragraph 11
(b)
x
Not material
ESRS S2-1
Human rights policy commitments
paragraph 17
x
Not material
ESRS S2-1
Policies related to value chain workers
paragraph 18
x
Not material
ESRS S2-1
Non-respect of UNGPs on Business and
Human Rights principles and OECD
guidelines paragraph 19
x
x
Not material
ESRS S2-1
Due diligence policies on issues
addressed by the fundamental
International Labor Organisation
Conventions 1 to 8, paragraph 19
x
Not material
ESRS S2-4
Human rights issues and incidents
connected to its upstream and
downstream value chain paragraph 36
x
Not material
ESRS S3-1
Human rights policy commitments
paragraph 16
x
Not material
ESRS S3-1
non-respect of UNGPs on Business and
Human Rights, ILO principles or and
OECD guidelines paragraph 17
x
x
Not material
ESRS S3-4
Human rights issues and incidents
paragraph 36
x
Not material
ESRS S4-1
Policies related to consumers and end-
users paragraph 16
x
Sustainability
statements: S4
ESRS S4-1
Non-respect of UNGPs on Business and
Human Rights and OECD guidelines
paragraph 17
x
x
Not stated
ESRS S4-4
Human rights issues and incidents
paragraph 35
x
Not stated
ESRS G1-1
United Nations Convention against
Corruption paragraph 10 (b)
x
Not applicable
ESRS G1-1
Protection of whistle- blowers
paragraph 10 (d)
x
Sustainability
statements: G1-1
ESRS G1-4
Fines for violation of anti-corruption
and anti-bribery laws paragraph 24 (a)
x
x
Not material
ESRS G1-4
Standards of anti- corruption and anti-
bribery paragraph 24 (b)
x
Not material
SUSTAINABILITY STATEMENTS
Galapagos NV Annual Report 2024
90
Corporate
Governance
As a listed company with its registered office in Mechelen (Belgium), Galapagos NV (hereinafter “Galapagos NV” or the
“Company”) is required to apply the Belgian Code of Companies and Associations (the “Belgian Companies Code”) and the
2020 Belgian Corporate Governance Code (the “2020 Code”), both of which entered into force on January 1, 2020 and as
amended from time to time.
For the reporting year beginning on January 1, 2024, the 2020 Code was our reference code. On October 28, 2024, the Board
of Directors approved an amendment to the Company’s Corporate Governance Charter regarding the composition of the
Science & Development Committee, stipulating that when the Committee consists of an even number of members, it is
sufficient that half are independent, provided that the Chair is independent. Galapagos NV’s Corporate Governance Charter
is available on our website (www.glpg.com). This Corporate Governance Charter applies in addition to the applicable
laws and regulations (including, without limitation, the Belgian Companies Code and the 2020 Code) and Galapagos NV’s
Articles of Association. The Company’s Corporate Governance Charter describes the main aspects of corporate governance
at Galapagos NV, including its governance structure, the terms and functioning of the Board of Directors (including its Board
Committees), the Executive Committee and the rules of conduct.
For the reporting year beginning on January 1, 2024, the Board of Directors strove to comply with the rules and
recommendations of the 2020 Code. At the same time, the Board of Directors is of the opinion that certain deviations
from the rules and recommendations of the 2020 Code were justified, in view of our activities, our size, and the specific
circumstances in which we operate. In such cases, which are mentioned in this corporate governance statement, we apply
the “comply or explain” principle as set forth in the 2020 Code. Reference is made to the About the Board of Directors
section.
The 2020 Code requires companies to make an explicit choice for one of the governance structures provided for in the
Belgian Companies Code.
Since April 26, 2022, Galapagos NV has adopted a one-tier governance structure as provided by the Belgian Companies
Code, with the Board of Directors as the ultimate decision-making body, who has delegated certain powers to manage the
Company to the Executive Committee.
Galapagos’ Corporate Governance Policies
Our governance structure
CORPORATE GOVERNANCE
Galapagos NV Annual Report 2024
92
Board of Directors
executive and non-executive directors
Executive Committee (chaired by CEO)
executive management and running of the Company
Board of Directors
Executive Committee
Responsible for general policy and strategy
Supervision of Executive Committee
Approval of the annual budget
Powers reserved to Board of Directors pursuant to
Belgian Companies Code
Management of the Galapagos group
Day-to-day management by CEO
Reporting to the Board of Directors on the
implementation of strategic guidelines, etc.
Research, identification, and development of
strategic possibilities and proposals
Delegation of powers
The role of the Board of Directors is to pursue a sustainable value creation by the Company, by setting the Company’s
strategy, putting in place effective, responsible and ethical leadership and monitoring the Company’s performance. The
Board of Directors is the ultimate decision-making body, with the overall responsibility for the management and control
of the Company and is authorized to carry out all actions that are necessary or useful for the realization of the Company’s
object with the exception of those reserved to the Shareholders’ Meeting by applicable law. The Board also supervises the
Executive Committee. The Board acts as a collegiate body.
The Board of Directors has delegated certain powers to manage the Company to the Executive Committee, led by the
Chief Executive Officer (the “CEO”). The Executive Committee is responsible and accountable to the Board of Directors for
the discharge of its responsibilities. Furthermore, the Board of Directors has delegated the day-to-day management of the
Company to one Executive Committee member, i.e., our CEO.
In order to efficiently fulfill its tasks and in view of the size and activities of the Company, the Board of Directors has
established an Audit Committee, a Remuneration Committee, a Nomination Committee, and a Scientific and Development
Committee. These Board Committees serve in an advisory capacity to the Board of Directors on the matters delegated to
them respectively as set forth in the applicable laws and the Company’s Corporate Governance Charter. In 2024, the Board
also established an ad hoc Committee, to advice the Board on value enhancing strategies. This ad hoc Committee also
served as the Committee of Independent Directors in accordance with art. 7:97 of the Belgian Companies Code. Reference
is made to the Committees section.
In addition to the information set out below, we refer to the Risk management and Risk factors sections of this report
for a description of the most important characteristics of our internal control and risk management systems. These Risk
management and Risk factors sections are deemed fully incorporated by simple reference into this corporate governance
statement.
One-tier governance structure
CORPORATE GOVERNANCE
Galapagos NV Annual Report 2024
93
Per December 31, 2024, our Board of Directors consists of the following members:
Paul Stoffels*
joined Galapagos as Chief Executive Officer in April 2022, and
is an Executive member and the Chairman of our Board of
Directors since April 26, 2022. He also is a member of the
Executive Committee at Galapagos. Prior to that, he was
Vice Chairman of the Executive Committee and Chief
Scientific Officer of Johnson & Johnson where he set the
company's wide innovation agenda and led its
pharmaceutical R&D- pipeline, as well as the J&J external
innovation agenda, and J&J Development Corporation.
Before that, he was worldwide Chairman of Pharmaceuticals
of Johnson & Johnson which, under his leadership,
significantly rejuvenated its product pipeline and adopted a
transformational R&D-operating model, which resulted in
the launch of 25 innovative medicines across the globe.
Dr. Stoffels joined Johnson & Johnson in 2002, following the acquisition of Virco and
Tibotec, where he was Chief Executive Officer and Chairman respectively, and where he
led the development of several breakthrough medicines for the treatment of HIV.
Dr. Stoffels also is a member of the Supervisory Board of Philips Healthcare in
the Netherlands.
*StoffelsIMC BV, permanently represented by Dr. Paul Stoffels
Board of Directors of Galapagos NV
Composition of the Board of Directors
CORPORATE GOVERNANCE
Galapagos NV Annual Report 2024
94
Peter Guenter
is a Non-Executive Independent member of our Board of
Directors since April 30, 2019. Mr. Guenter is a member of the
Executive Board of Merck and Chief Executive Officer of
Merck Healthcare since January 2021. Before joining Merck,
he served as Chief Executive Officer at Almirall from 2017 to
2020. Prior to joining Almirall, he worked at Sanofi for
22 years, most recently as Executive Vice President Diabetes
and Cardiovascular Global Business Unit. During his tenure
at Sanofi, he held many senior positions including Vice
President Eastern Europe and Northern Europe, Vice
President Business Management and Support, General
Manager Germany, Senior Vice President Europe, Executive
Vice President Global Commercial Operations, and Executive
Vice President General Medicine and Emerging Markets. He
was a member of Sanofi’s Executive Committee from 2013 until August 2017. Before
joining Sanofi, he held different positions in sales and marketing at Smith Kline and
Ciba Geigy. Mr. Guenter also is a member of the Board of the European Federation of
Pharmaceutical Industries and Associations (EFPIA). He holds a Master’s Degree in
Physical Education from the Faculty of Medicine and Health Sciences, University of
Ghent.
CORPORATE GOVERNANCE
Galapagos NV Annual Report 2024
95
Linda Higgins
is a Non-Executive member of our Board of Directors since
October 22, 2019. Linda Slanec Higgins, PhD, joined Gilead
Sciences, Inc. in 2010 and is currently Sr. Vice President
Research Strategy, Innovation & Portfolio. In her first ten
years at Gilead, she led the Biology division, significantly
expanding the therapeutic area scope and capabilities of the
department. She founded External Innovation as integral
component for Research. She previously served as President
& Chief Executive Officer of InteKrin Therapeutics, and as
Head of Research at Scios, a Johnson & Johnson company,
where she provided leadership for drug discovery, preclinical
development and translational medicine. Dr. Higgins is
passionate about biopharmaceutical discovery and
development, and has been dedicated to excellence in
applied scientific research since 1991. She has led projects and departments in multiple
therapeutic areas including central nervous system, fibrosis, inflammation,
cardiovascular, virology and oncology. Dr. Higgins built many of these as new areas at
Scios and Gilead. Dr. Higgins earned an A.B. in Behavioral Physiology from Kenyon
College, a Ph.D. in Neurosciences from the University of California, San Diego School of
Medicine, and completed Post-Doctoral training in Molecular Genetics at the Howard
Hughes Medical Institute of the University of California, Berkeley. She has authored over
50 original peer reviewed scientific papers and invited articles, and is an inventor of
over a dozen patents. Dr. Higgins also serves as a Non-Executive Director on the Board
of Arcus Biosciences.
CORPORATE GOVERNANCE
Galapagos NV Annual Report 2024
96
Elisabeth Svanberg
is a Non-Executive Independent member of our Board of
Directors since April 28, 2020. Dr. Svanberg received her MD
and PhD from the University of Gothenburg (Sweden), and is
a Board-Certified General Surgeon and Associate Professor of
Surgery. Dr. Svanberg joined Serono International in 2000,
initially in the field of metabolism, and subsequently held
roles of increasing responsibilities before joining Bristol
Myers Squibb in the United States in 2007. At BMS, Dr.
Svanberg served as Development Leader for a first-in-class
novel diabetes medicine, and subsequently as Head of
Medical Affairs for the Intercontinental region. In 2014, Dr.
Svanberg joined Janssen Pharmaceuticals (a Johnson &
Johnson company) as Vice President, Head of the
Established Products group where she was managing a
portfolio of 90 products, used by an estimated 150 million patients globally.
Dr. Svanberg subsequently served as Chief Development Officer at Ixaltis, and as Chief
Medical Officer at Kuste Biopharma, specialty pharmaceutical companies developing
proprietary therapeutics to treat genitourinary (GU) disorders with unmet medical
need. Dr. Svanberg is a partner at Ventac Partners (since 2023) and also serves as a Non-
Executive Director on the Boards of Egetis (formerly PledPharma) (since 2017), LEO
Pharma (since 2022), and EPICS Therapeutics (since 2022), including membership of the
Remuneration Committee.
CORPORATE GOVERNANCE
Galapagos NV Annual Report 2024
97
Jérôme Contamine
is a Non-Executive Independent member of our Board of
Directors since April 26, 2022. Mr. Contamine served as Chief
Financial Officer of Sanofi for more than nine years from
2009 until 2018. Prior to joining Sanofi, he was Chief
Financial Officer of Veolia from 2000 to 2009. He previously
held various operating functions at Total, and served four
years as an auditor at the Cour des Comptes (the supreme
body responsible for auditing the use of public funds in
France). Mr. Contamine is a graduate of France’s École
Polytechnique, ENSAE (École Nationale de la Statistique et
de l’Administration Économique) and École Nationale
d’Administration. He held the position of Non-Executive
director at Valeo from 2006 to 2017 and at Total Energies
from 2020 to 2023. Mr. Contamine also serves as a Non-
Executive Director on the Board of Société Générale, and is Chairman of the
Compensation Committee.
CORPORATE GOVERNANCE
Galapagos NV Annual Report 2024
98
Susanne Schaffert
is a Non-Executive Independent member of our Board of
Directors since June 12, 2023, and is the former Global
President, Novartis Oncology, and a member of the Executive
Committee of Novartis. For more than 25 years, Dr. Schaffert
has dedicated her career at Novartis to helping patients live
longer, better lives. Before assuming her role as President of
Novartis Oncology, Dr. Schaffert served as Chairperson and
President of Advanced Accelerator Applications since its
acquisition by Novartis in January 2018. Prior to this,
Dr. Schaffert was the Head of Region Europe at Novartis
Oncology, where she was responsible for leading Novartis’
Oncology Business Unit in the European Region, marketing
key products in lung, breast and renal cancer, as well as
hematology and coordinating the entire Oncology
operations for EU countries. From 2010 to 2012, Dr.Schaffert served as the Head of
Investor Relations for Novartis Group and prior thereto, she served as the Novartis
Global Franchise Head for Immunology and Infectious Diseases. Dr. Schaffert first joined
Novartis Germany in 1995 as a sales representative, and she has held a series of
positions in Sales & Marketing with increasing responsibilities in both national and
global functions. Dr. Schaffert has experience from various Boards and Committees, and
beyond serving Galapagos NV as Non- Executive Independent Board member, she is
also an Independent Non-Executive Director on the Board of Incyte Corporation, a
Board member and member of the Advisory Group at Novo Holdings in Denmark and
serves as Independent Board Director on the boards of ARTBio, US and Vetter Pharma,
Germany. She is also a member of the Board of Partners of E. Merck KG and the
Supervisory Board of Merck KgaA, Germany. Dr. Schaffert holds an M.Sc. in Chemistry
and a Ph.D. with honors in Organic Chemistry from University of Erlangen (Germany).
CORPORATE GOVERNANCE
Galapagos NV Annual Report 2024
99
Simon Sturge
is a Non-Executive Independent member of our Board of
Directors since September 19, 2023, and was the former CEO
of Kymab, a biotech company focused on immune- mediated
diseases and immuno- oncology therapeutics, until its
acquisition by Sanofi in 2021. Mr. Sturge brings over 40 years
of global experience in the pharmaceutical industry,
including manufacturing expertise from decades of
leadership roles at Celltech Biologics (now Lonza),
Boehringer Ingelheim and Merck KGgA. He is currently
chairing three biotechnology companies in Switzerland,
Belgium, and the United States. He also runs his family
investment fund and consultancy company and is a Trustee
of Weizmann UK. Mr. Sturge joined Kymab as CEO in 2019
before selling it to Sanofi two years later. Before Kymab, he
spent six years at Merck Group, based at their corporate headquarters in Darmstadt,
Germany, as Executive Vice President Global Strategy, Business Development & Global
Operations and previously as Chief Operating Officer of Merck Healthcare, responsible
for the company’s global commercial and manufacturing operations. In this capacity, he
was responsible for the continued growth in global sales at Merck KGaA, as well as the
commercial launches of Bavencio® (anti-PD-L1 antibody, avelumab) in solid tumors and
Mavenclad® (cladribine) for relapsing multiple sclerosis. Prior to that, Mr. Sturge served
as Corporate Senior Vice President, Biopharmaceuticals at Boehringer Ingelheim, where
he was responsible for the company’s global biopharmaceuticals manufacturing
business as well as its biosimilars portfolio. Mr. Sturge was also founder and CEO of
Ribotargets (now Vernalis), which was acquired by British Biotech. Mr. Sturge holds a
BSc degree in Biology from Sussex University.
CORPORATE GOVERNANCE
Galapagos NV Annual Report 2024
100
Andrew Dickinson
is a Non-Executive member of our Board of Directors since
March 27, 2024. Mr. Dickinson joined Gilead in 2016. Prior to
his current role as CFO, he served as head of the company’s
corporate development and strategy group. Before joining
Gilead, Mr. Dickinson worked at Lazard as global co-head of
the healthcare investment banking division. Earlier in his
career, he served as general counsel and vice president of
corporate development at Myogen, Inc., which was acquired
by Gilead in 2006. Mr. Dickinson is also a member of the
Board of Directors of Sutter Health.
CORPORATE GOVERNANCE
Galapagos NV Annual Report 2024
101
Oleg Nodelman
is a Non-Executive Non-Independent Director of Galapagos’
Board of Directors since October 7, 2024. Mr. Nodelman is the
Founder and Portfolio Manager of EcoR1 Capital LLC, a
biotech-focused investment advisory firm established in
2013, which invests in companies at all stages of research
and development. With over twenty years of experience in
biotech investing, Mr. Nodelman has expertise in all aspects
of investment management and deep roots in the biotech
and scientific communities. Before founding EcoR1, Mr.
Nodelman was a portfolio manager at BVF Partners, one of
the first hedge funds dedicated to the biotechnology sector.
He currently serves as a Board Member for three publicly
traded companies: Galapagos, AnaptysBio and Zymeworks.
Mr. Nodelman has a Bachelor of Science in Foreign Service
with a concentration in Science and Technology from Georgetown University. On
December 13, 2024, the Autorité des Marchés Financiers (“AMF”), the entity that
regulates the French financial markets, fined Mr. Nodelman and EcoR1 Capital LLC (the
“Fund”) €3.0 million and €7.0 million, respectively, for a strict liability violation of
market abuse regulation and reporting obligations for holders that exceed or fall below
ownership of five percent of an issuer’s equity capital that is listed on Euronext Paris. Mr.
Nodelman and the Fund disagree with the AMF’s ruling and, in February 2025,
submitted an appeal, which they intend to pursue.
CORPORATE GOVERNANCE
Galapagos NV Annual Report 2024
102
On March 26, 2024, the Board of Directors appointed Mr. Andrew Dickinson by way of cooptation as a Non-Executive Non-
Independent Director, effective as of March 27, 2024, replacing Mr. Daniel O’Day who stepped down on March 26, 2024.
The Annual Shareholders’ Meeting of April 30, 2024 appointed Dr. Susanne Schaffert and Mr. Simon Sturge as Non-Executive
Independent Directors, re-appointed Dr. Elisabeth Svanberg as Non-Executive Independent Director, and confirmed the
appointment of Mr. Andrew Dickinson by way of cooptation as Non-Executive Non-Independent Director.
On October 6, 2024, the Board of Directors appointed Mr. Oleg Nodelman by way of cooptation as Non-Executive Non-
Independent Director, effective as of October 7, 2024, replacing Mr. Dan G. Baker who stepped down on October 6, 2024.
Mr. Oleg Nodelman’s cooptation will be submitted to the confirmation by the Annual Shareholders’ Meeting which will be
held on April 29, 2025.
Galapagos NV’s Board of Directors consists of at least five and no more than nine members. At least three members of our
Board of Directors are independent. On December 31, 2024, the Board of Directors consisted of nine members, five of whom
are independent within the meaning of article 7:87 of the Belgian Companies Code and provision 3.5 of the 2020 Code, or
56%. In 2024, the Board of Directors was therefore composed of a majority of Independent Directors.
Except for Stoffels IMC BV (permanently represented by Dr. Paul Stoffels), all members of the Board of Directors are Non-
Executive Directors.
The members of our Board of Directors are appointed at the Shareholders’ Meeting upon the proposal of the Board of
Directors, for a renewable term of up to four years. Members of the Board of Directors whose mandate has come to an end
may be re appointed. When a position on the Board of Directors becomes vacant, the remaining members may temporarily
fill the mandate by cooptation and until appointment of a new Board member at the next Shareholders’ Meeting. Each
member of the Board of Directors appointed as such by the Shareholders’ Meeting shall complete the tenure of the member
of the Board of Directors he/she replaces, unless the Shareholders’ Meeting decides otherwise. The Nomination Committee
nominates, for approval by the Board of Directors, candidates to fill vacancies as they arise, and advises on proposals
for appointment originating from shareholders, in each case taking into account the Company’s needs and the selection
criteria determined by the Board of Directors. In proposing candidates, particular consideration will be given to gender
diversity and diversity in general, as well as complementary skills, knowledge and experience.
Provision 3.12 of the 2020 Code recommends that, in case of a one-tier governance structure, (a) there should be a clear
division of responsibilities between the person presiding over the Board of Directors (the Chair) and the person assuming
executive responsibility for running the company’s business (the CEO), and (b) the Chair of the Board of Directors and
the CEO should not be the same individual. In deviation from this provision, Stoffels IMC BV (permanently represented by
Dr. Paul Stoffels), who is our CEO since April 1, 2022, is also appointed as Chair of the Board of Directors as of April 26,
2022. In light of the prevailing circumstances, the Board of Directors considered (and to date still considers) that the one-
tier governance structure and the combined role as CEO/Chair allows the Company to fully leverage the leadership of Dr.
Paul Stoffels, and to efficiently set and implement the Company’s direction and strategy (including in the field of business
development). Furthermore, the Board of Directors is of the opinion that such combined role has a positive impact on
the functioning and efficiency of the Board, as well on the provision of information to the Board of Directors, allowing the
Board of Directors to monitor the Company’s (and Galapagos group’s) performance more effectively during 2024. In order
to ensure a sufficient balance, the Board adopted a counter balancing governance structure that includes the election of
a Lead Non-Executive Director acting as the principal liaison between the Chair and the Non-Executive members of the
Board of Directors (see also below). Effective as of March 21, 2023, Jérôme Contamine was appointed as Lead Non-Executive
Director of the Company. The Lead Non-Executive Director is entrusted with the responsibilities and powers set out in the
Corporate Governance Charter of Galapagos NV.
Changes to our Board of Directors
About the Board of Directors
CORPORATE GOVERNANCE
Galapagos NV Annual Report 2024
103
The following table sets forth certain information with respect to the members of our Board of Directors during the financial
year ended on December 31, 2024:
Name
Position
Nationality
Year of birth
or
incorporation
Year of initial
appointment
Year of
mandate
expiration
Independent
director(1)
Attendance
rate
Stoffels IMC BV(2)
Chair
Belgian
2022
2022
2026
100%
Peter Guenter
Member
Belgian
1962
2019
2027
●
100%
Elisabeth Svanberg
Member
Swedish
1961
2020
2028
●
100%
Jérôme Contamine
Member
French
1957
2022
2026
●
100%
Dan Baker(3)
Member
U.S.
1950
2022
2026
●
100%
Susanne Schaffert(4)
Member
German
1967
2023
2028
●
100%
Simon Sturge(4)
Member
British
1959
2023
2028
●
100%
Daniel O’ Day(5)
Member
U.S.
1964
2019
2024
100%
Linda Higgins
Member
U.S.
1962
2019
2027
100%
Andrew Dickinson(4)(6)
Member
U.S.
1970
2024
2028
100%
Oleg Nodelman(4)(7)
Member
U.S.
1977
2024
2029
100%
(1) Independent Director pursuant to article 7:87 of the Belgian Companies Code and article 3.5 of the 2020 Code.
(2) Permanently represented by Dr. Paul Stoffels.
(3) Director until October 6, 2024.
(4) The year of initial appointment being the year of cooptation by the Board. The four-year term of the mandate is calculated as of the Annual Shareholders' Meeting confirming the
cooptation.
(5) Director until March 26, 2024.
(6) Director as from March 27, 2024.
(7) Director as from October 7, 2024.
In 2024, the Board of Directors thus consisted of three women, or 33%, and six men, or 67%, representing different
nationalities and age categories.
During 2024, we complied with our obligations with respect to gender diversification in the Board of Directors as set forth
in article 7:86 of the Belgian Companies Code, and the Board of Directors will continue to monitor future compliance. In
proposing candidates, particular consideration is given to diversity in gender, age, nationality, educational and professional
background, as well as complementary skills, knowledge and experience. The profiles of all members of the Board of
Directors are included in this report (see above) and are also available on www.glpg.com.
6
men
3
women
5
independent
4
non-
independent
Status:
Gender:
9
members
9
members
CORPORATE GOVERNANCE
Galapagos NV Annual Report 2024
104
The role of the Board of Directors is to pursue the long-term success and sustainable value creation by Galapagos NV. The
Board of Directors does so by assuming the authority and responsibilities assigned to it under the applicable laws and
regulations (including, without limitation, the Belgian Companies Code and the 2020 Code) and the Company’s Articles
of Association, and by combining entrepreneurial leadership with appropriate risk assessment and management. Each
of the Directors’ expertise and experience is exemplified by the varied professional activities they carry out and offices
they hold. During its meetings in 2024, the Board of Directors dealt with matters pertaining to, among other things,
strategy and value creation, overseeing the transfer of the Jyseleca® business to Alfasigma, the review and approval of
business development projects, convening of the 2024 Annual and Extraordinary Shareholders’ Meetings and preparation
of resolutions to be submitted for approval to the shareholders, the creation of new subscription rights and RSUs for the
benefit of the personnel of Galapagos NV and its subsidiaries, and the review and approval of our financial and non-financial
reporting.
In 2024, fourteen meetings of the Board of Directors took place physically, through written resolutions or calls to discuss
specific matters, including one meeting in the presence of a notary public (relating to the issuance of Subscription Right
Plan 2024 BE, Subscription Right Plan 2024 RMV and Subscription Right Plan 2024 ROW). The meeting in the presence of a
notary public was attended by Mr. Peter Guenter and Dr. Susanne Schaffert. All other Directors, except for Stoffels IMC BV
(permanently represented by Dr. Paul Stoffels), were represented by proxy at the Board meeting in the presence of a notary
public. Except for the meeting in the presence of a notary public, the overall attendance rate for Board meetings was 100%.
In 2024, Stoffels IMC BV (permanently represented by Dr. Paul Stoffels) recused itself from deliberation and decision-making
on five agenda items because of a conflict of interests, in accordance with article 7:96 of the Belgian Companies Code, as
set forth in further detail in the section titled Conflict of interests and related parties.
The Board of Directors acts as a collegial body. A formal evaluation of the Board of Directors and its Board Committees was
carried out in September 2021. Each member of the Board of Directors provided feedback through individual assessment
forms. The results were presented on an aggregate basis by the Secretary ad interim of the (former) Supervisory Board
(currently Board of Directors) and served as a basis for discussion by the full (former) Supervisory Board. This evaluation
specifically addressed the functioning of the (former) Supervisory Board, the size and composition of the (former)
Supervisory Board, the interaction between the (former) Supervisory Board and the (former) Management Board (currently
the Executive Committee), and the functioning of the Board Committees. A new Board evaluation exercise was performed
in the second half of 2022. As part of this exercise, the Board of Directors’ composition was reviewed, a composition matrix
was created, and interviews were held with Board members on the functioning and composition of the Board of Directors.
Board member profiles were established, which served the Board in the search for Director candidates to fill open positions
by cooptation.
Pursuant to the Company’s Corporate Governance Charter and as a counter balancing governance structure for the current
combined CEO & Chair role within the Board, the Board of Directors has appointed a Lead Non-Executive Director. The Lead
Non-Executive Director is also automatically the Vice-Chair of the Board of Directors. The Lead Non-Executive Director is
entrusted with the responsibilities and powers set out in Galapagos NV’s Corporate Governance Charter, including, but not
limited to, serving as principal liaison between the Non-Executive Directors and the Chair of the Board. Effective as of March
21, 2023, Jérôme Contamine was appointed as the Lead Non-Executive Director of Galapagos NV.
The Board of Directors has appointed a Secretary entrusted with the functions set out in Galapagos NV’s Corporate
Governance Charter, including, but not limited to, to advise the Board of Directors and its individual members on all
corporate governance matters.
CORPORATE GOVERNANCE
Galapagos NV Annual Report 2024
105
Audit Committee member
Function
Independent member(1)
Attendance rate
Jérôme Contamine
Chair
●
100%
Peter Guenter
Member
●
100%
Simon Sturge
Member
●
100%
(1) Independent member pursuant to article 7:87 of the Belgian Companies Code, article 3.5 of the 2020 Code and Rule 10A-3(b)(1) under the U.S. Securities Exchange Act of 1934, as
amended (subject to the exemptions provided in Rule 10A-3(c) under such act).
The Audit Committee assists the Board of Directors in fulfilling its monitoring responsibilities with respect to financial
reporting, and control and risk management in the broadest sense. The Audit Committee’s key responsibilities include
(i) monitoring the integrity of the Company’s financial statements and the Company’s accounting and financial reporting
processes and financial statement audits, (ii) monitoring the effectiveness of the Company’s internal control and risk
management systems, (iii) monitoring the internal audit function and its effectiveness, (iv) monitoring the performance of
the external auditor and the statutory audit of the annual and consolidated accounts, (v) reviewing and monitoring the
independence of the external auditor, (vi) informing the Board of Directors on the results of the statutory audit, and (vii)
informing the Board of Directors on the Company’s ESG activities, as included in the Sustainability report which contains
the non-financial information as required by articles 3:6/1 – 3:6/8 and 3:32/1 – 3:32/6 of the Belgian Companies Code.
Per December 31, 2024, the Audit Committee consisted of the Directors as identified in the table above. The Chair and other
members of the Audit Committee are Non-Executive Directors and are all independent within the meaning of article 7:87
of the Belgian Companies Code, provision 3.5 of the 2020 Code, and Rule 10A-3(b)(1) under the U.S. Securities Exchange
Act of 1934, as amended (subject to the exemptions provided in Rule 10A-3(c) under such act), i.e. 100% independent.
Collectively, the members of the Audit Committee have sufficient relevant experience to fulfill their roles effectively, notably
in financial matters (including, but not limited to, general accounting and financial reporting, as well as matters of audit,
internal control, and risk control) and in the life sciences industry.
The Audit Committee meets as frequently as necessary to ensure effective operation of its responsibilities. In 2024, the
Audit Committee held eight meetings, in which it dealt with matters pertaining to, among other things, audit review, (cyber)
risk management, monitoring financial reporting, the monitoring of Sarbanes-Oxley compliant internal and external audit
systems, monitoring of compliance matters, and sustainability (reporting). The Audit Committee acts as a collegial body.
The overall attendance at the Audit Committee meetings in 2024 was 100%. The attendance rate at the Audit Committee
meetings in 2024 for each of its members is set forth in the table above. Some of the meetings were attended by the
statutory auditor of the Company.
Committees
Audit Committee
CORPORATE GOVERNANCE
Galapagos NV Annual Report 2024
106
Nomination Committee members
Function
Independent member(1)
Attendance rate
Elisabeth Svanberg
Chair
●
100%
Jérôme Contamine
Member
●
100%
Stoffels IMC BV(2)
Member
100%
(1) Independent member pursuant to article 7:87 of the Belgian Companies Code and article 3.5 of the 2020 Code.
(2) Permanently represented by Dr. Paul Stoffels.
The Nomination Committee makes recommendations to the Board of Directors with regard to the appointment of the
members of the Board of Directors (as a Board member and as a Committee member), the CEO, and the members of
the Executive Committee. Per December 31, 2024, the Nomination Committee consisted of the Directors as identified in
the table above. The majority of its members are Non-Executive Independent Directors within the meaning of article 7:87
of the Belgian Companies Code and provision 3.5 of the 2020 Code, i.e. 67% independent. The Chair of the Nomination
Committee is a Non-Executive Independent Director. Collectively, the Nomination Committee members have sufficient
relevant experience to fulfill their roles effectively.
The Nomination Committee meets as frequently as necessary to ensure effective operation of its responsibilities. In 2024,
the Nomination Committee held four meetings, dealing with, among other things, matters pertaining to the search for new
Directors, and the proposal to reappoint certain Directors at our Shareholders’ Meeting on April 30, 2024. The Nomination
Committee acts as a collegial body. The overall attendance at the Nomination Committee meetings in 2024 was 100%. The
attendance rate at the Nomination Committee meetings in 2024 for each of its members is set forth in the table above.
Remuneration Committee members
Function
Independent member(1)
Attendance rate
Elisabeth Svanberg
Chair
●
100%
Dan Baker(2)
Member
●
100%
Jérôme Contamine
Member
●
100%
Simon Sturge(3)
Member
●
100%
(1) Independent member pursuant to article 7:87 of the Belgian Companies Code and article 3.5 of the 2020 Code.
(2) Member until June 18, 2024.
(3) Member as from June 18, 2024.
The Remuneration Committee makes recommendations to the Board of Directors with regard to the remuneration of the
members of the Board of Directors, the CEO, and the members of the Executive Committee, including variable remuneration
and long-term incentives, whether or not stock-related, in each case insofar as allowed by applicable laws and regulations.
Per December 31, 2024, the Remuneration Committee consisted of the Directors as identified in the table above. The
Chair and other members of the Remuneration Committee are Non-Executive Directors and are all independent within
the meaning of article 7:87 of the Belgian Companies Code and provision 3.5 of the 2020 Code, i.e. 100% independent.
Collectively, the Remuneration Committee members have sufficient relevant experience to fulfill their roles effectively.
The Remuneration Committee meets as frequently as necessary to ensure effective operation of its responsibilities. In
2024, the Remuneration Committee held seven meetings, dealing with, among other things, matters pertaining to the
remuneration of our Directors, grants of subscriptions rights, restricted stock units (RSUs) and bonuses, the review of the
Remuneration Policy and Remuneration Report, and salary increases. The Remuneration Committee acts as a collegial
body. The overall attendance at the Remuneration Committee meetings in 2024 was 100%. The attendance rate at the
Remuneration Committee meetings in 2024 for each of its members is set forth in the table above. The CEO participated in
those meetings where the remuneration of the Executive Committee members (other than the CEO) was discussed.
Nomination Committee
Remuneration Committee
CORPORATE GOVERNANCE
Galapagos NV Annual Report 2024
107
Science and Development Committee members
Function
Independent member(1)
Attendance rate
Dan Baker(2)
Chair
●
100%
Susanne Schaffert(3)
Member/Chair
●
100%
Linda Higgins
Member
●
100%
Stoffels IMC BV(4)
Member
100%
Elisabeth Svanberg
Member
●
100%
(1) Independent member pursuant to article 7:87 of the Belgian Companies Code and article 3.5 of the 2020 Code.
(2) Chair and member until October 6, 2024.
(3) Chair as from October 28, 2024.
(4) Permanently represented by Dr. Paul Stoffels.
The Science and Development Committee provides input and advice to the Board of Directors on matters relating to the
Company’s Research and Development (“R&D”) strategy, and serves as a resource, as needed, regarding scientific, medical,
and product safety matters.
Per December 31, 2024, the Science and Development Committee consisted of the Directors as identified in the table
above. Half of its members are Non-Executive Independent Directors, i.e. 50%. The Chair of the Science and Development
Committee is a Non-Executive Independent Director. Collectively, the Science and Development Committee members have
sufficient relevant experience to fulfill their roles effectively.
The Science and Development Committee meets as frequently as necessary to ensure effective operation of its
responsibilities. In 2024, the Committee held seven meetings, dealing with, among other things, the scientific review of
the Company’s programs and business development opportunities. The Science and Development Committee acts as
a collegial body. The overall attendance at the Science and Development Committee meeting in 2024 was 100%. The
attendance rate at the Science and Development Committee meetings in 2024 for each of its members is set forth in the
table above.
Ad hoc Committee members
Function
Independent member(1)
Attendance rate
Jérôme Contamine
Member
●
100%
Simon Sturge
Member
●
100%
Elisabeth Svanberg
Member
●
100%
(1) Independent member pursuant to article 7:87 of the Belgian Companies Code and article 3.5 of the 2020 Code.
The ad hoc Committee was established by the Board of Directors on March 26, 2024 to support and advice the Board in
the review of value enhancing strategies. The ad hoc Committee consisted of the Independent, Non-Executive Directors
as identified in the table above, i.e. being 100% independent. This ad hoc Committee also served as the Committee of
Independent Directors in accordance with art. 7:97 of the Belgian Companies Code advising the Board on the decision to
separate the Company into two entities, announced on January 8, 2025. The Committee met as frequently as necessary to
ensure effective operation of its responsibilities, including at least nine scheduled meetings. The overall attendance at the
ad hoc Committee meetings in 2024 was 100%. The attendance rate at the ad hoc Committee meetings in 2024 for each of
its members is set forth in the table above.
Science and Development Committee
Ad hoc Committee
CORPORATE GOVERNANCE
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108
Per December 31, 2024, our Executive Committee consists of the following members:
Thad Huston
was appointed as Chief Financial Officer and Chief Operating
Officer as per July 2023, and is a member of the Executive
Committee at Galapagos. He previously served a Senior Vice
President, Finance and Corporate Operations of Kite Pharma,
a Gilead Company, where he was responsible for all financial
aspects of the market leading cell therapy business
worldwide. He was also a member of the Kite Leadership
Team, the Gilead CFO Leadership Teams and the Fosun- Kite
Board. Before joining Kite in 2021, Thad served as Chief
Financial Officer at LivaNova PLC, a medical device company
specializing in cardiovascular and neuromodulation
products, where he played a key role in external R&D
innovation and M&A and led the global, cross-functional
teams across the group. Prior to LivaNova, he spent over
25 years in leadership positions at Johnson & Johnson (J&J), which included roles as
Chief Financial Officer and Chief Operating Officer of J&J Pharmaceutical Research and
Development, Chief Financial Officer of J&J’s Global Surgery and Medical Devices
groups managing up to $21 billion in annual revenue, and President of Xian-Janssen,
leading J&J’s pharmaceutical division in China. Before that, he held senior financial
roles at various J&J locations in the U.S., Belgium, Russia, and Hungary. Thad is
passionate about delivering results by transforming businesses to accelerate internal
and external innovation to make a real difference for patients around the world.
Executive Committee of Galapagos NV
Composition of the Executive Committee
Stoffels IMC BV, permanently represented by Dr. Paul Stoffels – Please refer to the Composition of the Board of
Directors for a biography.
CORPORATE GOVERNANCE
Galapagos NV Annual Report 2024
109
Valeria Cnossen
was appointed as General Counsel, responsible for
Compliance & Ethics, the Corporate Secretary Office,
Intellectual Property and Data Protection/Privacy, and
member of the Executive Committee at Galapagos as per
January 1, 2023. Ms. Cnossen joined Galapagos on 1 August
2022. She previously was General Counsel of the Consumer
Health Group at Johnson & Johnson and member of the
Global Consumer Health Leadership Team. Prior to that, she
held leadership roles within the Medical Devices and
Pharmaceutical Sectors of Johnson & Johnson. Ms. Cnossen
joined Johnson & Johnson in 2011 through the acquisition of
Crucell, where she was Head of Legal and Compliance. Prior
to joining Crucell, Ms. Cnossen was in private legal practice at
De Brauw Blackstone Westbroek in the Netherlands, and
Cravath, Swaine & Moore in New York City. Ms. Cnossen is a purpose-driven leader,
known for her strategic and pro-active leadership, and ability to develop high-
performing teams and the careers of others, especially as a mentor for women.
CORPORATE GOVERNANCE
Galapagos NV Annual Report 2024
110
Annelies Missotten
was appointed as Chief Human Resources Officer and
member of the Executive Committee at Galapagos as per
January 1, 2023. She joined Galapagos as Vice President
Human Resources in February 2018 to transform and build
an expert HR team to enable business growth, and leading
the transformation of Galapagos into an integrated
biopharmaceutical company with an international set- up. In
2020, she was appointed Senior Vice President Human
Resources and strategic advisor to the CEO and Executive
Committee. Before joining Galapagos, she held various
senior global HR positions at GSK. She started her career at
Proximus, and acquired deep expertise over time in key HR
Centres of Expertise, including Training & Development,
Talent Acquisition and Reward, and HR Business partnership
roles. Ms. Missotten holds a Master's Degree in Roman Philology from KU Leuven, a DEA
in Italian Culture and Linguistics from the Paris IV Sorbonne (France) and L’Università
Cattolica di Milano. Over the years, she completed her education with several systemic
psychology and coaching certifications and business courses, amongst others, from
INSEAD, Fontainebleau (France).
CORPORATE GOVERNANCE
Galapagos NV Annual Report 2024
111
The following table sets forth certain information with respect to the members of our Executive Committee during the
financial year ending December 31, 2024:
Name
Position
Nationality
Year of birth
or incorporation
Year of initial
appointment
Stoffels IMC BV(1)
Chief Executive Officer
Belgian
2022
2022
Thad Huston
Chief Financial Officer and Chief
Operating Officer
U.S.
1970
2023
Valeria Cnossen
General Counsel
Dutch
1973
2023
Annelies Missotten
Chief Human Resources Officer
Belgian
1972
2023
(1) Permanently represented by Dr. Paul Stoffels.
The Executive Committee has been entrusted by the Board of Directors with the executive management and running of the
Company. Without prejudice to the overall responsibility and tasks of the Board of Directors regarding the management
and control of the Company, the key responsibilities of the Executive Committee include the following matters (without
limitation): the research, identification and development of strategic possibilities and proposals which may contribute to
the Company’s development in general, the management of the Company and Galapagos group, the supervision of the
actual performance of the business compared to its strategic goals, plans and budgets, and the support of the CEO with the
day-to-day management of the Company and Galapagos group.
The Executive Committee meets as often as necessary to ensure its effective operation, and in principle once per month.
The Executive Committee is supported by a Management Committee, i.e. an informal committee providing advice and
assistance to the Executive Committee. The Management Committee consists of the Executive Committee members and
certain members of the Company’s senior management thereto appointed by the Executive Committee. With the exception
of the Executive Committee members, the members of the Management Committee are not Directors or person charged
with the leadership or daily management of the Company as defined by Belgian law.
On December 31, 2024, the Executive Committee consisted of the members as identified in the table above, representing
different nationalities and age categories. Furthermore, the Executive Committee members have different educational
backgrounds, as can be read in each of their profiles (see above).
The members of the Executive Committee are appointed by the Board of Directors upon recommendation of the
Nomination Committee. In proposing candidates for the Executive Committee, particular consideration is given to
educational and professional background, complementary skills, knowledge and experience, as well as to diversity in age,
gender and nationality.
About the Executive Committee
CORPORATE GOVERNANCE
Galapagos NV Annual Report 2024
112
On January 1, 2024 the share capital of Galapagos NV amounted to €356,444,938.61 represented by 65,897,071 shares. In
the course of 2024, no capital increase was executed.
As a result, at the end of 2024, the share capital of Galapagos NV and the number of outstanding shares remained
unchanged and amounted to €356,444,938.61 represented by 65,897,071 shares.
During 2024, the Board of Directors issued subscription rights under three subscription right plans:
Of the 65,897,071 shares of Galapagos NV outstanding at the end of 2024, 5,846 were registered shares and
65,891,225 shares were dematerialized shares. All issued shares are fully paid up and are of the same class.
Each share (i) entitles its holder to one vote at the Shareholders’ Meetings of Galapagos NV; (ii) represents an identical
fraction of the Company’s share capital and has the same rights and obligations and shares equally in the profit of
Galapagos NV; and (iii) gives its holder a preferential subscription right to subscribe to new shares, convertible bonds or
subscription rights in proportion to the part of the share capital represented by the shares already held. The preferential
subscription right can be restricted or cancelled by a resolution approved by the Shareholders’ Meeting, or, within the
framework of the Company’s authorized capital, by the Board of Directors subject to an authorization of the Shareholders’
Meeting, in accordance with the provisions of the Belgian Companies Code and Galapagos NV’s Articles of Association.
In accordance with the provisions of the Belgian Companies Code and the Company’s Articles of Association, the
Extraordinary Shareholders’ Meeting of Galapagos NV authorized the Board of Directors to increase the share capital of
Galapagos NV, in one or several times, and under certain conditions set forth in extenso in the Articles of Association of
Galapagos NV.
This authorization consists of two parts:
Galapagos NV’s Share Capital and Shares
Share capital increases and issue of shares by Galapagos NV in 2024
On May 16, 2024, the Board of Directors issued 1,381,000 subscription rights, after acceptance by the beneficiaries,
within the framework of the authorized capital, for the benefit of Executive Committee members and certain employees
of the Galapagos group under the new subscription right plans: “Subscription Right Plan 2024 BE”, “Subscription Right
Plan 2024 RMV” and “Subscription Right Plan 2024 ROW”.
The subscription rights issued under Subscription Right Plan 2024 BE, Subscription Right Plan 2024 RMV and
Subscription Right Plan 2024 ROW have an exercise term of eight years as of the date of the offer, and subscription
rights issued under the first offer have an exercise price of €26.90 (the closing price of the Galapagos share on Euronext
Amsterdam and Brussels on the day preceding the date of the first offer), and subscription rights issued under the
subsequent (second) offer have an exercise price of €25.88 (the closing price of the Galapagos share on Euronext
Amsterdam and Brussels on the day preceding the date of the second offer).
Number and form of Galapagos shares
Rights attached to Galapagos shares
Galapagos NV’s authorized capital
A general authorization for capital increases up to 20% of the share capital at the time of convening the Shareholders’
Meeting of April 30, 2024 (i.e., €71,288,987.72) was renewed and is valid for a period of five years from the date of
publication of this renewal in the Annexes to the Belgian State Gazette, i.e., May 7, 2024. This general authorization will
expire on May 6, 2029; and
A specific authorization for capital increases of more than 20% and up to 33% of the share capital at the time of the
CORPORATE GOVERNANCE
Galapagos NV Annual Report 2024
113
In 2024, our Board of Directors made use of the right to increase the capital in the framework of the authorized capital on
one occasion:
On December 31, 2024, an amount of €63,817,777.72 still remained available under the general part of the authorized
capital.
When increasing the share capital within the limits of the authorized capital, the Board of Directors may, if in Galapagos NV’s
interest, restrict or cancel the shareholders’ preferential subscription rights, even if such restriction or cancellation is made
for the benefit of one or more specific persons other than the employees of the group.
In accordance with the Belgian Companies Code, Galapagos NV may increase (and issue new shares) or decrease its share
capital by decision of the Extraordinary Shareholders’ Meeting approved by a qualified majority of 75% of the votes cast, at
a meeting where at least 50% of the share capital of Galapagos NV is present or represented. If the attendance quorum of
50% is not met, a new Extraordinary Shareholders’ Meeting must be convened at which the shareholders may decide on the
agenda items, irrespective of the percentage of share capital present or represented at such meeting. In this respect, there
are no conditions imposed by Galapagos NV’s Articles of Association that are more stringent than those required by law.
Within the framework of the powers granted to it under the authorized capital, the Board of Directors may also increase
Galapagos NV’s share capital (and issue new shares) as specified in its Articles of Association.
In accordance with the Belgian Companies Code and the Articles of Association of the Company, Galapagos NV may
purchase, subject to the provisions of the Belgian Companies Code, Galapagos NV’s own shares if authorized by a prior
decision of the Extraordinary Shareholders’ Meeting approved by a qualified majority of 75% of the votes cast, at a meeting
where at least 50% of the share capital of Galapagos NV is present or represented. If the attendance quorum of 50% is not
met, a new Extraordinary Shareholders’ Meeting must be convened at which the shareholders may decide on the agenda
items, irrespective of the percentage of share capital present or represented at such meeting. The sale of Galapagos NV
treasury shares is also subject to the provisions of the Belgian Companies Code. The aforementioned rules are also
applicable to the acquisition of shares of Galapagos NV by its subsidiaries.
The Board of Directors of Galapagos NV has currently not been authorized by an Extraordinary Shareholders’ Meeting to
purchase or sell its own shares.
On December 31, 2024, neither Galapagos NV nor any subsidiary of Galapagos NV held any shares in Galapagos NV, nor did
any third party hold any shares in Galapagos NV on behalf of Galapagos NV or any of its subsidiaries.
Galapagos NV’s Articles of Association currently do not contain any anti-takeover provisions.
convening the Shareholders’ Meeting of April 25, 2017 (i.e., € 82,561,764.93), was renewed and was valid for a period of
five years from the date of publication of this renewal in the Annexes to the Belgian State Gazette, i.e., May 31, 2017. This
specific part of the authorized capital could, however, only be used in specific circumstances and upon a resolution of
the Board of Directors that all Independent Directors (within the meaning of article 7:87 of the Belgian Companies Code
and provision 3.5 of the 2020 Code) approve. This specific authorization expired on May 30, 2022.
On May 16, 2024, in connection with the issuance of Subscription Right Plan 2024 BE, Subscription Right Plan 2024 RMV
and Subscription Right Plan 2024 ROW, under which a maximum of 1,614,000 new shares could be issued for a total
maximum capital increase of €8,731,740.00 (plus issuance premium).
Procedure for changes in Galapagos NV’s share capital
Purchase and sale of Galapagos NV treasury shares
Anti-takeover provisions in Galapagos NV’s Articles of Association
CORPORATE GOVERNANCE
Galapagos NV Annual Report 2024
114
Under Belgian law, public takeover bids for all outstanding voting securities of the issuer are subject to the supervision
of the FSMA. If the latter determines that a takeover violates Belgian law, it may lead to suspension of the exercise of the
rights attached to any shares that were acquired in connection with the envisaged takeover. Pursuant to the Belgian Law
of April 1, 2007 on public takeovers, a mandatory takeover bid must be made when, as a result of its own acquisition or
the acquisition by persons acting in concert with it, a person owns, directly or indirectly, more than 30% of the securities
with voting rights in a company with registered office in Belgium whose securities are admitted to trading on a regulated or
recognized market. The acquirer must offer to all other shareholders the opportunity to sell their shares at the higher of (i)
the highest price offered by the acquirer for shares of the issuer during the 12 months preceding the announcement of the
bid or (ii) the weighted average price of the shares on the most liquid market of the last 30 calendar days prior to the date
on which it became mandatory for the acquirer to launch a mandatory takeover bid for the shares of all other shareholders.
There are currently no material contracts containing change of control clauses.
Pursuant to the Belgian Companies Code, amendments to the Articles of Association of Galapagos NV, such as an increase
or decrease in the share capital, the approval of the dissolution, merger or de-merger of Galapagos NV, but excluding
an amendment of the Company’s purpose, may only be authorized with the approval of at least 75% (or, in case of an
amendment of the Company’s purpose, 80%) of the votes validly cast at an Extraordinary Shareholders’ Meeting where
at least 50% of Galapagos NV’s share capital is present or represented. If the attendance quorum of 50% is not met, a
new Extraordinary Shareholders’ Meeting must be convened at which the shareholders may decide on the agenda items,
irrespective of the percentage of share capital present or represented at such meeting.
Anti-takeover provisions under Belgian law
Material contracts containing change of control clauses
Procedure for amendments to Galapagos NV’s Articles of Association
CORPORATE GOVERNANCE
Galapagos NV Annual Report 2024
115
Based on transparency notifications received by Galapagos NV under Belgian law and the statements of acquisition of
beneficial ownership filed with the U.S. Securities and Exchange Commission under U.S. securities law, the shareholders
owning 5% or more of Galapagos NV’s shares on December 31, 2024 and on an undiluted basis were Gilead Therapeutics
A1 Unlimited Company (16,707,477 shares or 25.35%), Van Herk Investments B.V. (4,635,672 shares or 7.03%), and EcoR1
Capital LLC (7,094,049 shares or 10.77%).
25.35%
Gilead
56.83%
Other shareholders
7.03%
Van Herk Investments
10.77%
EcoR1 Capital
0.02%
Insiders
At the end of 2024, our CEO owned 1,125,000 subscription rights. The other members of our Executive Committee held an
aggregate of 2,600 shares and 491,500 subscription rights. The members of our Board of Directors (excluding our CEO) held
an aggregate of 10,274 shares and 7,500 subscription rights. Each subscription right entitles its holder to subscribe to one
share of Galapagos NV.
Subject to the approval of Galapagos’ shareholders and certain other conditions, Gilead has the right under the terms of the
share subscription agreement to have two designees appointed to our Board of Directors. The Board members Mr. Andrew
Dickinson and Dr. Linda Higgins are representatives of Gilead.
On the date of this report, we had no knowledge of the existence of any shareholders’ agreements between its shareholders.
On July 14, 2019, we and Gilead Sciences, Inc. and its affiliated companies (hereinafter “Gilead”) announced that we entered
into a 10-year global research and development collaboration. In the context of the transaction, Gilead also made an equity
investment in Galapagos. We also amended and restated the license agreement for filgotinib that we originally entered into
with Gilead on December 16, 2015. On August 23, 2019, the closing of the transaction took place and we received an upfront
payment of €3,569.8 million ($3.95 billion) and a €960.1 million ($1.1 billion) equity investment from Gilead.
On December 15, 2020 and on October 30, 2023, we and Gilead announced that we agreed to amend our existing
arrangement for the commercialization and development of filgotinib again. On January 31, 2024, we successfully
transferred the Jyseleca® business to Alfasigma. As part of the transaction, the amended Filgotinib Agreement between
Galapagos and Gilead was assigned to Alfasigma.
On January 8, 2025, we announced an intended separation into two publicly traded entities, in which we would spin out
a newly to be formed company (hereinafter “SpinCo”), which would focus on building a pipeline of innovative medicines
Shareholders
Major shareholders of Galapagos NV
Major shareholders on December 31, 2024
Agreements between Galapagos NV shareholders
Agreements with major Galapagos NV shareholders
CORPORATE GOVERNANCE
Galapagos NV Annual Report 2024
116
through transformational transactions. We, Galapagos, would continue to advance our global cell therapy leadership in
addressing high unmet medical needs in oncology. In the framework of the separation, we and Gilead have agreed to
amend the existing arrangements between us, as further described below.
As part of the research and development collaboration, Gilead entered into a share subscription agreement with us. On
August 23, 2019, Gilead subscribed to 6,828,985 new Galapagos shares at a price of €140.59 per share, which included an
issuance premium.
Subject to the approval of Galapagos’ Shareholders’ Meeting and certain other conditions, Gilead has the right under the
terms of the share subscription agreement to have two designees appointed to our Board of Directors. The Board members
Mr. Andrew Dickinson and Dr. Linda Higgins are representatives of Gilead.
On October 22, 2019, our Extraordinary Shareholders’ Meeting approved the issuance of a warrant to Gilead, known as
Warrant A, that confers the right to subscribe for a number of new shares sufficient to bring the number of shares owned by
Gilead and its affiliates to 25.1% of the issued and outstanding shares of the Company. Warrant A expires one year after the
issue date and the exercise price per share is €140.59. On November 6, 2019, Gilead exercised Warrant A and increased its
ownership in Galapagos to 25.10% of the then outstanding shares.
On October 22, 2019, Gilead was also issued another warrant, known as the initial Warrant B, that confers the right to
subscribe for a number of new shares sufficient to bring the number of shares owned by Gilead and its affiliates to 29.9% of
the issued and outstanding shares of the Company. Pursuant to this warrant, the exercise price per share will be the greater
of (i) 120% multiplied by the arithmetic mean of the 30-day daily volume weighted average trading price of the Galapagos
shares as traded on Euronext Brussels and Euronext Amsterdam, preceding the date of the exercise notice with respect to
such exercise, and (ii) €140.59. The initial Warrant B expired on August 23, 2024. It was agreed between us and Gilead that,
between 57 and 59 months from August 23, 2019, subject to and upon approval by the Company’s Shareholders’ Meeting,
we would issue a warrant with substantially similar terms, including exercise price, to the initial Warrant B. On April 30, 2024,
the Extraordinary Shareholders’ Meeting approved the issuance of this warrant to Gilead. This subsequent Warrant B will
expire five years after the date that the warrant is issued.
Gilead is subject to certain standstill restrictions until 10 years following the closing, which occurred on August 23, 2019.
Among other things, during this time Gilead and its affiliates and any party acting in concert with them may not, without
our consent, acquire voting securities of Galapagos exceeding more than 29.9% of the then issued and outstanding voting
securities, and Gilead may not propose a business combination with or acquisition of Galapagos. The standstill restrictions
are subject to certain exceptions as provided in the share subscription agreement.
Pursuant to the terms of the share subscription agreement, Gilead also agreed to certain lock-up provisions. They shall not,
and shall cause their affiliates not to, without our prior consent, dispose of any equity securities of Galapagos prior to the
second anniversary of the closing (August 23, 2019). During the period beginning on the date that is two years following the
closing until the date that is five years following the closing, Gilead and its affiliates shall not, without our prior consent,
dispose of any equity securities of Galapagos if after such disposal they would own less than 20.1% of the then issued and
outstanding voting securities of Galapagos. The lock-up restrictions are subject to certain exceptions as provided in the
share subscription agreement and may terminate upon certain events.
In April 2021, we and Gilead agreed to amend the share subscription agreement to extend the full lock-up of all of Gilead’s
securities of Galapagos for a period of five years until August 22, 2024. In 2022, Gilead and Galapagos agreed to amend the
share subscription agreement for conformity with the change from a two-tier to a one-tier governance system by Galapagos.
In January 2025, we and Gilead agreed to amend the share subscription agreement in the framework of the intended
separation that is further described below under “Intended separation”, whereby the share subscription agreement, as
amended, will be assigned to the newly formed SpinCo as of the effective date of the separation.
Terms of the equity investment
CORPORATE GOVERNANCE
Galapagos NV Annual Report 2024
117
At the time of separation, Gilead will hold approximately 25% of the outstanding shares in both Galapagos and SpinCo.
A lock-up will apply to the shares of Gilead in Galapagos until the earlier of the following dates (i) the termination of the
separation agreement, (ii) the date that is six months after the completion of a qualifying equity financing by Galapagos,
or (iii) March 31, 2027. A lock-up will also apply to the shares of Gilead in SpinCo until six months following the separation.
Each lock-up is subject to certain customary exceptions and early termination provisions.
Gilead will be subject to standstill restrictions in relation to both Galapagos and SpinCo. The standstill restrictions in relation
to Galapagos will apply as of the effective time of the separation and terminate on August 22, 2029. During this time Gilead
and its affiliates and any party acting in concert with them may not, among other things, acquire voting securities of
Galapagos exceeding more than 29.9% of the then issued and outstanding voting securities without our consent, and Gilead
may not propose a business combination with or acquisition of Galapagos. Similar standstill provisions will apply to Gilead
in relation to SpinCo, which will apply as of the effective time of the separation and terminate two years thereafter. Both
standstills are subject to certain exceptions as provided in the separation agreement.
SpinCo will have a Board of Directors consisting of a majority of Independent Non-Executive Directors. Gilead will be entitled
to nominate two Directors of SpinCo, and will no longer have the right to have designees appointed to our Board of
Directors, and the two Gilead Directors currently serving on the Board of Directors will step down upon the separation.
The outstanding warrant held by Gilead that was issued on April 30, 2024 will be adjusted at the occasion of the separation,
and split into a warrant for Galapagos shares and a warrant for SpinCo shares.
Under the option, license and collaboration agreement, we would fund and lead all discovery and development
autonomously until the end of Phase 2. After the completion of a qualifying Phase 2 study (or, in certain circumstances,
the first Phase 3 study), Gilead would have the option to acquire an exclusive commercial license to the compound in all
countries outside of Europe. If an option were exercised, Gilead and we would co-develop the compound and share costs
equally. Gilead would maintain option rights to our programs through the 10-year term of the collaboration.
For all programs resulting from the collaboration (other than GLPG1972 and GLPG1690), Gilead would make a $150 million
opt-in payment per program and would owe no subsequent milestones. We would receive tiered royalties ranging from
20 – 24% on net sales of all our products licensed by Gilead in countries outside of Europe as part of the agreement. For
GLPG1972, Gilead declined to exercise its option under the collaboration agreement in November 2020. In February 2021,
the development of GLPG1690 (ziritaxestat) was discontinued.
In January 2025, we agreed with Gilead in the framework of this intended separation, that we will assign the option, license
and collaboration agreement to the newly formed SpinCo as of the effective date of the separation. As of the separation, we
will be released from the collaboration and will have full global development and commercialization rights to our pipeline,
which will no longer be subject to Gilead’s opt-in rights under the option, license and collaboration agreement, subject to
payment of single digit royalties to Gilead on net sales of certain products. The applicable royalty rates will be subject to
customary step-downs and adjustments, such as reductions where there is no patent protection, no regulatory exclusivity,
or in the presence of generic competition. The royalty term will continue until the later of the expiration of the last Galapagos
patent covering the product, the expiration of regulatory exclusivity, or twenty years after the separation date.
In the framework of this intended separation, Gilead has furthermore agreed to waive its rights under the option, license
and collaboration agreement with respect to all of Galapagos' and its affiliates' small molecule research and development
activities and programs. This waiver allows us to wind down, license, divest, partner, or take other similar actions in respect
of the small molecule programs without Gilead's consent or veto. Gilead will not receive any royalties, proceeds, payments,
or other consideration arising from these actions.
Under the terms of the new arrangement agreed in December 2020, we assumed all development, manufacturing,
commercialization and certain other rights for filgotinib in Europe. Gilead retains commercial rights and remains the
Terms of the global research and development collaboration
Revised filgotinib collaboration
CORPORATE GOVERNANCE
Galapagos NV Annual Report 2024
118
marketing authorization holder for filgotinib outside of Europe, including in Japan, where filgotinib is co-marketed with
Eisai. The transfer was subject to applicable local legal, regulatory and consultation requirements. Most activities
transferred to us by December 31, 2021 and we completed the transition during 2022.
The new arrangement was formalized in (1) the Transition and Amendment Agreement of April 3, 2021 pursuant to which
Gilead transitioned the exploitation of filgotinib in Europe to us by the end of 2021, (2) the DIVERSITY Letter Agreement of
September 6, 2021 pursuant to which we and Gilead agreed to transfer the sponsorship of and operational and financial
responsibility for the ongoing DIVERSITY study and its long-term extension study (LTE) study from Gilead to us, and (3) the
Second Amended and Restated License and Collaboration Agreement of December 24, 2021, amending and restating the
existing collaboration agreement, which went into effect as of January 1, 2022.
In March 2022, we and Gilead agreed to transfer the sponsorship of and the operational responsibility for the MANTA study,
a safety study in men with moderately to severely active UC and CD to assess semen parameters while taking filgotinib, and
its long-term extension, from Gilead to us.
Since January 1, 2021, we bear the future development costs for certain studies, in lieu of the equal cost split contemplated
by the previous agreement. These studies include the DARWIN3, FINCH4, FILOSOPHY, and Phase 4 studies and registries
in RA, MANTA and MANTA-Ray, the PENGUIN1 and 2 and EQUATOR2 studies in PsA, the SEALION1 and 2 studies in AS, the
HUMBOLDT study in uveitis in addition to other clinical and non-clinical expenses supporting these studies and support for
any investigator sponsored trials in non-IBD conditions and non-clinical costs on all current trials. The existing 50/50 global
development cost sharing arrangement continued for the following studies: SELECTION and its long-term extension study
(LTE) in UC, DIVERSITY and its LTE, DIVERGENCE 1 and 2 and their LTEs and support for Phase 4 studies and registries in
Crohn’s disease, pediatric studies and their LTEs in RA, UC and CD, and support for investigator sponsored trials in IBD. In
September 2021, we and Gilead agreed to transfer the sponsorship of the DIVERSITY study and its LTE study from Gilead
to us. The transfer was intended to be completed by June 30, 2022 and was completed by March 2023. From April 1, 2022,
we are solely responsible for all development costs for the DIVERSITY study and its LTE study. In March 2022, we and Gilead
agreed to transfer the sponsorship of the MANTA study and its LTE from Gilead to us, which transfer was largely completed
by December 31, 2022.
All commercial economics on filgotinib in Europe transferred to us as of January 1, 2022, subject to payment of tiered
royalties of 8 to 15 percent of net sales in Europe to Gilead, starting in 2024. In connection with the amendments to
the existing arrangement for the commercialization and development of filgotinib, Gilead agreed to irrevocably pay us
€160 million, subject to certain adjustments for higher than budgeted development costs. Gilead paid €35 million in
January 2021, an additional €75 million in April 2021 and €50 million in 2022. Furthermore, Gilead made a one-time
payment of $15 million to us in 2022 in consideration for us assuming responsibility for the DIVERSITY study. In addition, we
will no longer be eligible to receive any future milestone payments relating to filgotinib in Europe. However, we will remain
eligible to receive tiered royalty percentages ranging from 20% to 30% on Gilead’s global net sales of filgotinib outside of
Europe and future development and regulatory milestone-based payments of up to $275 million and sales-based milestone
payments of up to $600 million.
On March 28, 2022 filgotinib was approved by the Japanese Ministry of Health, Labour and Welfare for UC, for which we
received a $20.0 million (€18.2 million) regulatory milestone payment from Gilead in May 2022.
In March 2022, we and Gilead agreed to further amend the collaboration by adding the following countries to the Galapagos
territory: Andorra, San Marino, Monaco, and Vatican City.
In October 2023, we and Gilead agreed to further amend the collaboration. We and Gilead agreed to terminate the existing
50/50 global development cost sharing arrangement, with us bearing the costs going forward, and to terminate Galapagos’
obligation to pay tiered royalties to Gilead on net sales of Jyseleca® in Europe, in addition to other amendments. Effective
January 31, 2024, following the closing of the transaction between Galapagos and Alfasigma S.p.A. to transfer the Jyseleca®
business to Alfasigma, we assigned our rights and obligations under the filgotinib collaboration to Alfasigma, except for our
right to receive royalties from Gilead on net sales in the Gilead Territory under a separate agreement between Gilead and
Galapagos entered into in October 2023.
CORPORATE GOVERNANCE
Galapagos NV Annual Report 2024
119
On January 7, 2025, we and Gilead entered into a separation agreement to restructure our existing relationship. Under this
agreement, we intend to transfer, by way of a partial demerger to be effected in accordance with the relevant provisions of
the Belgian Companies Code, a portion of our current cash balance (along with certain other assets and liabilities) into a
new entity, SpinCo. Our existing shareholders will receive shares in SpinCo in the same proportion as their shareholdings in
Galapagos as of a record date to be established. SpinCo will focus on identifying and investing in innovative medicines with
robust demonstrated proof-of-concept in oncology, immunology, and/or virology through strategic business development
transactions. Completion of the separation is contingent upon the approval of the partial demerger by an Extraordinary
Shareholders’ Meeting of Galapagos, as well as certain other customary conditions. The separation is expected to occur by
mid-2025.
As further described above under “Terms of the global research and development collaboration”, the option, license and
collaboration agreement, as amended, will be assigned to SpinCo in the framework of this intended separation. Gilead
has furthermore agreed to waive its rights under the option, license and collaboration agreement with respect to all of
Galapagos' and its affiliates' small molecule research and development activities and programs.
We intend to apply for listing on the regulated market of Euronext Amsterdam and Brussels, and Nasdaq (through American
Depositary Shares (ADSs)).
Gilead has agreed to lock-up provisions and standstill restrictions in respect of both Galapagos and SpinCo, as described
above under “Terms of the equity investment”.
We will provide transitional services to SpinCo on a cost plus basis during a reasonable period after the separation to
facilitate SpinCo's operations and allow it to operate on a stand-alone basis as soon as possible.
As part of the separation, we also agreed with Gilead that SpinCo will provide us with a financing backstop facility to support
our operations post-separation.
A revised remuneration policy applies as from January 1, 2024, after approval by the Annual Shareholders’ Meeting held on
April 30, 2024. Such document is available on our website.
Intended separation
Our Remuneration Policy
CORPORATE GOVERNANCE
Galapagos NV Annual Report 2024
120
At Galapagos, we are dedicated to transforming patient outcomes through life-changing science and innovation for more
years of life and quality of life. Focusing on high unmet medical needs, we unite compelling science, technology, and
collaborative approaches to create a deep pipeline of potential best-in-class medicines. With capabilities from lab to
patient, including a decentralized cell therapy manufacturing platform, we are committed to challenging the status quo and
delivering results for our patients, employees, and shareholders.
Our goal is not just to meet current medical needs, but to anticipate and shape the future of healthcare, ensuring that
our innovations reach those who need them most. In line with this purpose, Galapagos announced early 2025 its intent to
unlock shareholder value by separating into two publicly traded entities.
Reference is made to the explanatory note regarding this proposed separation. Following the separation, we will focus
on unlocking the broad potential of our innovative decentralized cell therapy manufacturing platform, enabling the delivery
of fresh, early stem-like memory cell therapy within a median vein-to-vein time of seven days, and advancing our cell
therapy pipeline of potentially best-in-class assets, which will not be subject to the option license and collaboration
agreement ("OLCA") as of the separation. To drive long-term value creation in oncology cell therapy, we will streamline
our business and seek partnerships for our small molecule assets, as part of our focused strategy and optimized capital
allocation. Meanwhile SpinCo will be capitalized with €2.45 billion of Galapagos’ current cash. It will be focused on building
a pipeline of innovative medicines with robust demonstrated proof-of-concept in oncology, immunology, and/or virology
through strategic business development transactions. SpinCo will have a seasoned leadership team and Board of Directors
with a proven track record of biotechnology company-building and strategic transaction experience to manage and oversee
SpinCo independently.
The objective of our Remuneration Policy is to attract, engage, and retain the diverse qualified and expert individuals we
need to pursue our strategic and operational objectives, whilst reinforcing our culture and sustainability ambitions for the
benefit of patients, our people, and the planet. Our specific goals for remuneration are:
Our current Remuneration Policy was prepared in accordance with the Belgian Companies Code and the 2020 Code.
The Remuneration Policy was approved by the Board of Directors on March 26, 2024, upon recommendation of the
Remuneration Committee, and submitted to the annual Shareholders' Meeting on April 30, 2024. The Remuneration Policy
was approved by Galapagos’ shareholders at this 2024 annual Shareholders’ Meeting with 87.13% of shareholder votes.
The policy became effective from January 1, 2024 and applies to the reporting year beginning on January 1, 2024. This
Remuneration Report must be read together with the Remuneration Policy which, to the extent necessary, should be
regarded as forming part of this Remuneration Report. The remuneration granted to the members of the Board of Directors
and the Executive Committee with respect to financial year 2024 is in line with the Remuneration Policy, unless otherwise
stated.
We encourage an open and constructive dialogue with our shareholders to discuss our approach to governance, including
remuneration, and to understand what they consider best practices. We have carefully considered the feedback received
and have reviewed our remuneration practices. The results of these efforts have led to a greater level of detail in this
Remuneration Report and the revised and approved 2024 Remuneration Policy. We are committed to continually reviewing
and improving our Remuneration Policy and reporting practices.
Remuneration Report
Introduction
to offer competitive opportunities for talented employees by benchmarking against appropriate peer groups;
to incentivize exceptional and sustainable performance, aligned with corporate achievements;
to provide differential rewards based on individual performance;
to avoid differentiation on any grounds except for performance and other proper factors; and
to reinforce an open, and equitable culture.
CORPORATE GOVERNANCE
Galapagos NV Annual Report 2024
121
In accordance with our Remuneration Policy and the decisions of the annual Shareholders’ Meetings of April 28, 2020 and
April 30, 2024, the Board of Directors fee levels applicable for financial year 2024 were as set out in the table below. Via the
decision of the annual Shareholders' Meeting of April 30, 2024, the fee levels for the Directors were revised as of May 1, 2024
as presented below. Note that the remuneration of the Directors does not include any variable remuneration or benefits,
except for tax filing support in respect to Galapagos’ remuneration.
Role
Annual cash fee level
Annual cash fee level
to acquire GLPG shares(1)
Until April 30,
2024
As from May 1, 2024(2)
Until April 30,
2024
As from May 1, 2024(2)
Chair(3)
€100,000
€110,000
€100,000
€110,000
Lead Non-Executive Director(4)
N/A
€75,000
N/A
€75,000
Non-Executive Director
€50,000
€55,000
€50,000
€55,000
Committee Chair
€20,000
€20,000
N/A
N/A
Committee member
€15,000
€15,000
N/A
N/A
(1) The Non-Executive Directors receive an additional cash compensation equal to the amount of their fixed annual cash remuneration (not taking into account fees for Committee
membership and Chairmanship) subject to the commitment by each Non-Executive Director to use the net portion (after taxation) of such cash remuneration to purchase shares
of Galapagos in the open market within a set period of time after receipt of such cash remuneration. The shares that each Director so acquires must be held until at least one year
after the Director leaves the Board of Directors and at least three years after the time of acquisition. This additional cash compensation constitutes the equivalent of the equity
component of the members of the Board of Directors’ remuneration, as recommended by section 7.6 of the 2020 Corporate Governance Code.
(2) At the Annual Shareholders' Meeting of April 30, 2024, the shareholders approved that the annual compensation (excluding expenses) of the Non-Executive Directors, other than
the Non-Executive Directors representing a shareholder, for the exercise of their mandate shall be increased as of May 1, 2024 and consists of a cash remuneration and an equity-
based remuneration as set out in the table above.
(3) The Chair fees were not payable for financial year 2024 as the CEO is only remunerated for the performance of his executive functions as CEO and is not entitled to any additional
remuneration for his mandates of Chair of the Board of Directors and Committee member.
(4) Given his function and responsibilities, the Lead Non-Executive Director receives an increased compensation as of May 1, 2024. Before the Lead Non-Executive Director received
the same remuneration as the other Non-Executive Directors.
Remuneration for the Board of Directors
Remuneration Structure Components
CORPORATE GOVERNANCE
Galapagos NV Annual Report 2024
122
In accordance with our Remuneration Policy and the decisions of the annual Shareholders' Meetings of April 28, 2020 and
April 30, 2024, the effective remuneration of the members of the Board of Directors for the exercise of their mandate during
the financial year ending December 31, 2024 is as set out in the following table:
Directors
Board of Directors
Audit Committee
Nomination
Committee
Remuneration
Committee
Science and
Development
Committee(2)
TOTAL
REMU-
NERATION
Cash remuneration
Equity-based
remuneration
Cash remuneration Cash remuneration Cash remuneration Cash remuneration
Chair
Member
Cash
granted
to
acquire
GLPG
shares(1)
Acquired
GLPG
shares(1)
Chair
Member
Chair
Member
Chair
Member
Chair
Member
Stoffels IMC BV,
permanently represented by
Dr. Paul Stoffels(2)
N/A
N/A
N/A
N/A
N/A
Mr. Peter Guenter
€53,338 €53,350
925
€15,000
€121,688
Dr. Elisabeth Svanberg(11)
€53,338 €53,350
915
€20,000
€20,000
€15,000
€173,204
Mr. Jérôme Contamine(3)(11)
€66,690 €66,750
1,158 €20,000
€15,000
€15,000
€194,956
Dr. Dan Baker(4)
€40,485 €40,150
688
€6,964 €15,326
€102,925
Dr. Susanne Schaffert(5)
€53,338 €53,350
925
€3,533 €12,351
€122,571
Mr. Simon Sturge(6)(11)
€53,338 €53,350
925
€15,000
€10,714
€143,919
Mr. Daniel O’Day(7)(8)
N/A
N/A
N/A
N/A
Dr. Linda Higgins(8)
N/A
N/A
N/A
N/A
N/A
Mr. Andrew Dickinson(8)(9)
N/A
N/A
N/A
N/A
Mr. Oleg Nodelman(10)
N/A
N/A
N/A
N/A
(1) The company grants a gross amount equal to the respective Board member’s annual cash remuneration, to use the net portion (after taxes) to acquire shares of Galapagos in the
open market. Acquisitions of Galapagos' shares by the Board members via different brokers can result in a different number of acquired shares due to applicable transaction
costs.
(2) Chair of the Board of Directors as of April 26, 2022, Nomination Committee member as of May 2, 2022, and Science and Development Committee member as of September 19,
2023. Stoffels IMC BV does not receive any remuneration for its mandates as Chair of the Board of Directors or Committee member.
(3) Lead Non-Executive Director as of March 21, 2023. Given his function and responsibilities, the Lead Non-Executive Director receives an increased compensation as of May 1, 2024.
(4) Director and Science and Development Committee member until October 6, 2024, Remuneration Committee member until June 18, 2024.
(5) Chair of the Science and Development Committee as of October 28, 2024, before Dr. Schaffert was already a member of this Committee.
(6) Remuneration Committee member as of June 18, 2024.
(7) Director until March 26, 2024.
(8) Mr. O’Day, Mr. Dickinson and Dr. Higgins, all Gilead representatives, do not receive any remuneration for their mandate as members of the Board of Directors.
(9) Director as of March 27, 2024.
(10) Director as of October 7, 2024. Mr. Nodelman, as Ecor1 representative, does not receive any remuneration for his mandate as member of the Board of Directors.
(11) In accordance with section 7:97 §3 of the Belgian Companies Code, the procedure for related party transactions was applied in connection with the proposed separation of
Galapagos into two publicly traded entities and the transactions associated therewith, as announced by the press release of January 8, 2025. The ad-hoc Committee was
composed of the following Directors: Dr. Elisabeth Svanberg, Mr. Jérome Contamine and Mr. Simon Sturge. These Directors received EUR 11,516.39 for their membership of this
Committee during financial year 2024, which has been included in their total remuneration as set out in the above table.
2024 Remuneration
CORPORATE GOVERNANCE
Galapagos NV Annual Report 2024
123
As previously disclosed in last year's report, a peer group and benchmarking exercise for Executive Committee roles was
completed between late 2022 and early 2023.
Both European and U.S. peer groups were found to be appropriate given the talent pool for the Executive Committee
extends to both Europe and the U.S., with the majority of our competitors based in the U.S. The peer groups listed below
consist of publicly listed biotechnology and pharmaceutical companies, selected at that time considering size, international
growth ambitions and, to the extent possible, business model, lifecycle stage and therapeutic areas. These benchmarks
supported the Board, upon recommendation of the Remuneration Committee, in its decision-making in early 2024, also
taking into account Galapagos’ strategic context and requirements, company performance, individual performance and
skills as well as broader workforce considerations. The Remuneration Committee looks at each Executive Committee
member's home market as the primary reference point with consideration also given to the international talent market
in which they operate, have operated or could operate. The Remuneration Committee strives to take a balanced and
responsible approach, in particular with long-term incentives where competitive practice on quantum and structure can
vary significantly between the U.S. and elsewhere.
European peers
U.S. peers
Genmab A/S
United Therapeutics Corp
Argenx SE
Neurocrine Biosciences Inc
Jazz Pharmaceuticals PLC
Sarepta Therapeutics Inc
Ipsen SA
Exelixis Inc
Swedish Orphan Biovitrum AB
Ionis Pharmaceuticals Inc
Ascendis Pharma A/S
Vir Biotechnology Inc
Alkermes Plc
Amicus Therapeutics Inc
Idorsia Ltd
SAGE Therapeutics Inc
Immunocore Holdings PLC
Ligand Pharmaceuticals Inc
MorphoSys AG
Kymera Therapeutics Inc
Uniqure NV
Ironwood Pharmaceuticals Inc
Agios Pharmaceuticals Inc
Nektar Therapeutics
FibroGen Inc
Finally, the BEL20 (the benchmark stock market index of Euronext Brussels) general industry peer group (excluding financial
services companies) is considered to ensure there is an understanding of the local Belgian listed market given the location
of our headquarters. However, given the international nature of our executive leadership and specific sector considerations,
it is not the only reference to inform our pay policy.
Remuneration for Executive Committee Members
Peer Groups
CORPORATE GOVERNANCE
Galapagos NV Annual Report 2024
124
In accordance with our Remuneration Policy, the remuneration of the members of the Executive Committee for the exercise
of their mandate during the financial year ending December 31, 2024 was as set out in the following table:
Executive Committee
Fixed remuneration
Variable remuneration
TOTAL REMU-
NERATION
Proportion of fixed
and variable
remuneration
Base salary
Other
compo-
nents(1)
Pension
Short term
bonus(2)
Multi-year variable
Vested
RSUs(3)
Granted
SRs(4)
Stoffels IMC BV, permanently
represented by Dr. Paul Stoffels
€772,500
€0.00
€0.00
€450,450 €1,428,334
€66,750
€2,718,034
Fixed: 28%
Variable: 72%
Other ExCom members(5)
€1,287,500
€267,816
€186,000
€500,500
€943,836
€97,900
€3,283,551
Fixed: 53%
Variable: 47%
(1) Other components are the value of the benefits and perquisites awarded, such as a company car, tax advisory services and health and disability insurance.
(2) The one-year variable is the short-term cash bonus awarded to each Executive Committee member in respect of 2024 and paid in March 2025.
(3) During financial year 2024 RSUs vested under RSU plans 2020.I, 2020.II, 2021.I, 2021.II, 2022.I, 2022.II and 2023.II and pay-outs occurred accordingly to the Executive Committee
members.
(4) The value of the subscription rights granted during the financial year 2024 is calculated by comparing the exercise price with the average share price of the share as quoted on
Euronext Brussels and Amsterdam during the financial year 2024.
(5) The other Executive Committee members are Mr. Thad Huston, Ms. Valeria Cnossen and Ms. Annelies Missotten.
Pursuant to the applicable Belgian legislation for the one-tier governance system, we disclose the remuneration of the CEO
on an individual basis and of the other Executive Committee members on an aggregated basis.
Base salary is set to reflect responsibilities, relevant experience and competence, and market rates for equivalent positions.
The Board, upon recommendation of the Remuneration Committee, decided that for the financial year 2024, each member
of the Executive Committee received the base salary, identified individually for the CEO and in aggregate for other members
of the Executive Committee in the total remuneration table above. In particular, the base salary for the CEO increased by
4% as of April 2024 (from €750,000 to €780,000). The increase considered a number of factors, including positioning versus
benchmark and alignment with the overall salary movements of the broader workforce; no increase was made in 2023.
In addition, the members of the Executive Committee are provided with various benefits in line with our Remuneration
Policy such as a retirement plan, insurance programs (including life insurance, disability and health), company cars and
the provision of certain tax services. The pension and other components of the remuneration of each Executive Committee
member are summarized in the total remuneration table above.
Upon recommendation of the Remuneration Committee, the Board of Directors determined an overall achievement of 77%
(out of a maximum of 125%) against the 2024 corporate objectives. In arriving at this determination, the Board considered
performance against objectives set (highlights of which are set out in the table below), management of unforeseen
developments as well as achievements towards our long-term strategic goals.
2024 Remuneration Summary
Fixed Remuneration
Base Salaries
Pension and Other Components
Short-Term Variable Remuneration
CORPORATE GOVERNANCE
Galapagos NV Annual Report 2024
125
2024 Corporate Objectives
Advancing the portfolio
• 70% target weighting
• 45% weighted achievement
Advance our oncology portfolio
Advance our immunology portfolio
Advance our Phase 1/2 studies with CD19 CAR-T candidates
GLPG5101 and GLPG5201, and BCMA CAR-T candidate GLPG5301
Deliver new cell therapy and small molecule Preclinical Leads
Our main achievement for our oncology portfolio obtaining FDA
clearance for the IND application of the Phase 1/2 ATALANTA-1
study of GLPG5101 in R/R NHL, with leading cancer centers in
Boston to be activated.
In addition, we presented encouraging new clinical and
translational data for GLPG5101 at ASH 2024, further
demonstrating the potential of our platform in delivering fresh,
early stem-like cell therapies with a median seven days vein-to-
vein.
Building on the encouraging data with GLPG5101, and in line with
our goal to streamline the business, we are focusing our resources
on accelerating GLPG5101 as our flagship CD19 CAR-T program,
and pending the advancement of GLPG5101 in additional
indications, are deprioritizing activities for GLPG5201, our second
CD19 CAR-T candidate. With the addition of double-refractory
chronic lymphocytic leukemia (CLL) and Richter transformation
(RT) of CLL, both indications with significant unmet needs,
GLPG5101 would be developed across eight aggressive B-cell
malignancies, further unlocking its broad potential to address
significant unmet medical needs.
In the first half of 2024, we temporarily paused patient enrollment
in the Phase 1/2 PAPILIO-1 study of GLPG5301 in R/R MM and
submitted a protocol amendment to the EMA following one
observed case of Parkinsonism. We resumed enrollment in Q3
2024, but the pause prevented us from meeting the year-end
recruitment target.
We further advanced our early-stage proprietary cell therapy
pipeline of next-generation CAR-T candidates, and progressed one
armored, bi-specific CAR-T candidate into IND-enabling studies
with the aim to start clinical development in 2025-2026.
Within our early-stage small molecules’ oncology portfolio, we
further advanced lead assets, however we didn’t achieve the
objective to get to the next phase. Following the intention to
separate Galapagos into two publicly traded entities as announced
on January 8, 2025 we are in the process of seeking partners to
take over the small molecules’ portfolio.
Advance our Phase 2 study with TYK2 inhibitor GLPG3667
Deliver new small molecule Preclinical Lead
We advanced our TYK2 inhibitor, GLPG3667, in two Phase
3-enabling studies for systemic lupus erythematosus (SLE) and
dermatomyositis (DM). Screening for the SLE study was closed in
January 2025, ahead of schedule. Topline results for the entire
GLPG3667 program are anticipated in the first half of 2026.
We progressed one small molecule candidate in immunology into
IND-enabling studies, targeting start of clinical development in
2025.
Following the intention to separate Galapagos into two publicly
traded entities as announced on January 8, 2025 we are in the
process of seeking partners to take over the small molecules’
portfolio, including GLPG3667.
CORPORATE GOVERNANCE
Galapagos NV Annual Report 2024
126
2024 Corporate Objectives
(continued)
Execute Business Development transactions
Supply Chain & Quality
• 20% target weighting
• 20% weighted achievement
Build out decentralized manufacturing unit network
Execute multiple acquisitions (in-licensing or M&A) and/or other
transactions, in line with the strategy that is approved by the Board
of Directors
We further expanded our pipeline, by signing a clinical
collaboration agreement with an option to exclusively license
Adaptimmune’s next-generation TCR T-cell therapy (uza-cel)
targeting MAGE-A4 for head & neck cancer and potential future
solid tumor indications.
We signed two research collaborations with BridGene Biosciences
to accelerate our small molecule precision oncology pipeline in
line with our strategy at that time. The collaborations were
stopped following the planned separation and intention to
discontinue the small molecules’ activities to focus on cell
therapies.
Finally, following a thorough strategic review as part of our
ongoing transformation, we determined to initiate a
reorganization to position the Company for long-term growth and
cell therapy leadership in oncology. Significant preparatory work
was completed in 2024 to enable an announcement on January 8,
2025 regarding an intention to separate Galapagos into two
publicly listed legal entities by mid-2025, subject to shareholder
approval. SpinCo will unlock value by investing to build a pipeline
of innovative medicines with robust, demonstrated proof of
concept through one or more transformational transactions with
Gilead as a potential partner under the OLCA. A focused Galapagos
will continue to build its global oncology leadership in
transformational cell therapies, with full global development and
commercialization rights to its R&D pipeline. The OLCA between us
and Gilead will no longer apply to Galapagos, which will provide us
the flexibility to partner out our programs.
Establish a network of DMUs to support clinical enrollment in the
U.S. and Europe*
Strengthen our platform to prepare for pivotal studies
Secure supply of key materials
Strengthen Quality capabilities and systems
We further built our DMU network in the U.S. through multiple
collaborations. We have active DMUs in the major markets in
Europe to support the clinical studies.
Landmark Bio will serve as the first DMU in the U.S. to
manufacture GLPG5101 for the ATALANTA-1 study in the U.S.
We are scaling up capacity at our DMUs in the U.S. and DMUs in the
major markets in Europe, and continue to expand the current
network to secure required capacity for pivotal readiness.
In addition we strengthened our platform: we worked on securing
the key supply materials for our decentralized manufacturing
platform, prepared the pivotal roadmaps from an AD (Analytical
Development) / Digital / PD (Process Development) perspective.
We also significantly strengthened our Quality capabilities and
systems. We received our MIA license for our facility in Leiden
which will serve as a certified location for QP batch certification
and QC release testing for our cell therapies.
CORPORATE GOVERNANCE
Galapagos NV Annual Report 2024
127
2024 Corporate Objectives
Enabling a strong & sustainable organization
• 10% target weighting
• 12% weighted achievement
Cash Burn
ESG
People
Jyseleca® transfer
Overall corporate achievement: 77%
The Board-approved 77% corporate funding level for 2024 achievements is applicable to the wider Galapagos workforce for
their bonus funding. The Board considered this level of funding for the CEO, upon recommendation of the Remuneration
Committee, and for the other Executive Committee members, upon proposal of the CEO, together with the individual
performance of Executive Committee members, in order to determine the individual annual bonus outcomes for 2024 set
out in the total remuneration table above. These 2024 annual bonuses will be paid in March 2025.
The total remuneration table above under Section “2024 remuneration summary” sets forth the following:
In determining the annual equity awards made to Executive Committee members in the financial year 2024, the Board
considered a number of factors in early 2024, including company performance, individual performance and ability to drive
future value creation in the context of the current business transformation, the overall retention value of past equity awards
and competitive levels of equity compensation for similarly positioned executives based on analysis of market data from
our disclosed peer groups.
Deliver on our cash burn guidance, not including business
development, announced at FY23 results and at 1H24
We remained disciplined in our spending and ended the year with
a full-year cash burn of €374 million, within the guidance range,
including business development, of €370 million to €410 million.
We executed on the agreed ESG action plan focusing on our 5 key
priorities related to (i) Patient access, (ii) Patient engagement, (iii)
Adding years and quality of life, (iv) DEI/trust, (v) Planet, and are
compliant ready on CSRD.
We attracted key talent to strengthen and grow our oncology
therapeutic area. Our ongoing expansion in the U.S. is a crucial
step in future recruitment. In addition, following the Alfasigma
transaction, there was a significant focus on employee
engagement ranging from a company-wide survey and leadership
programs to local engagement activities.
We completed the transfer of the Jyseleca® business to Alfasigma,
including transferring the MAH in the European Union and the UK.
Execute sustainability action plans and reach compliance readiness
on CSRD
Hire and retain leadership and expert capabilities to enable the
build-up of our CellTx footprint
Implement initiatives around employee engagement
Transfer the Jyseleca® business to Alfasigma in compliance with the
Transition Service Agreement, including the Marketing
Authorization (MAH) in Europe
Long-Term Variable Remuneration
The value of the RSUs vested and paid out in 2024 for each member of the Executive Committee. During 2024, there
were RSU vestings under seven different RSU plans: Plan 2020.I, Plan 2020.II, Plan 2021.I, Plan 2021.II, Plan 2022.I, Plan
2022.II and Plan 2023.II. The pay-outs to the Executive Committee members occurred accordingly and the amount for
the CEO and aggregate amounts for the other Executive Committee members are set forth in the total remuneration
table above.
The value of the subscription rights granted during the financial year 2024 calculated by comparing the exercise price
with the average share price of the share as quoted on Euronext Brussels and Amsterdam during the financial year 2024.
CORPORATE GOVERNANCE
Galapagos NV Annual Report 2024
128
As a result, the following equity awards were made to Executive Committee members in financial year 2024:
For transparency and simplicity, the number of RSU plans operated for the Executive Committee members has been
reduced to one RSU Plan (RSU Plan 2024.I), as further explained in the 2024 Remuneration Policy.
Further reference is made to the Equity components of the remuneration section, which contains, among others, a
description of the 2024 grant of subscription rights and RSUs.
In 2024, we issued Subscription Right Plan 2024 BE for the benefit of Executive Committee members. The final number of
accepted subscription rights was enacted by the notarial deeds of May 17, July 3 and August 18, 2024. Under the plan, the
subscription rights have a lifetime of eight years, an exercise price of €26.90, and vest only and fully on the first day of the
fourth calendar year following the calendar year in which the grant was made. The subscription rights can in principle not
be exercised prior to January 1, 2028. Good and bad leaver rules apply in the event of termination prior to the end of the
vesting period.
As from January 1, 2020, we no longer grant any subscription rights to members of the Board of Directors, taking into
account the stricter rules of the Belgian Companies Code and provision 7.6 of the 2020 Corporate Governance Code, which
stipulates that Non-Executive Directors should not be entitled to receive stock options. Prior to 2020, members of the Board
of Directors were granted subscription rights and hence the table below also contains a disclosure for a Board member.
The table below sets out further information in relation to subscription rights granted to the Executive Committee and,
historically, the Board of Directors:
Plan(1)
Grant date
Vesting period
Exercise period
Exercise
price
Number of
SRs out-
standing
per 31/12/
2024
Number of
SRs exer-
cisable per
31/12/
2024
SRs
offered &
accepted
during
2024
SRs
exercised
during
2024
SRs
expired
in 2024
Directors(2)
Mr. Peter Guenter
WP 2019
12/07/2019
36 months
1/36 per month
01/01/2023 –
10/04/2027
€95.11
7,500
7,500
0
0
185,000 Subscription rights under Subscription Right Plan 2024 BE, of which 75,000 were granted to the CEO.
299,516 RSUs under RSU Plan 2024.I, of which 178,476 were granted to the CEO.
No Performance Stock Units (PSUs) have been awarded.
Further Information on Equity-Based Remuneration
Subscription Rights Awarded, Exercised or Expired
CORPORATE GOVERNANCE
Galapagos NV Annual Report 2024
129
Plan(1)
Grant date
Vesting period
Exercise period
Exercise
price
Number of
SRs out-
standing
per 31/12/
2024
Number of
SRs exer-
cisable per
31/12/
2024
SRs
offered &
accepted
during
2024
SRs
exercised
during
2024
SRs
expired
in 2024
Executive Committee members
Stoffels IMC BV,
permanently
represented by
Dr. Paul Stoffels
SR Plan
2022 (B)
25/03/2022
100%
3rd year after year
of grant
01/01/2026
01/01/2026 –
25/01/2030
€50.00 1,000,000
0
0
0
SR Plan
2023 BE
8/05/2023
100%
3rd year after year
of grant
01/01/2027
01/01/2027 –
05/05/2031
€35.11
50,000
0
0
0
SR Plan
2024 BE
17/05/2024
100%
3rd year after year
of grant
01/01/2028
01/01/2028 –
16/05/2032
€26.90
75,000
0
75,000
0
0
Annelies Missotten
WP Plan
2018
18/06/2018
100%
3rd year after year
of grant
01/01/2022
01/01/2022 –
18/04/2026
€79.88
26,000
26,000
0
0
WP Plan
2019
12/07/2019
100%
3rd year after year
of grant
01/01/2023
01/01/2023 –
10/04/2027
€95.11
20,000
20,000
0
0
SR Plan
2020
16/06/2020
100%
3rd year after year
of grant
01/01/2024
01/01/2024 –
17/04/2028
€168.42
15,000
15,000
0
0
SR Plan
2021 BE
2/07/2022
100%
3rd year after year
of grant
01/01/2025
01/01/2025 –
30/04/2029
€64.76
22,500
0
0
0
SR Plan
2022 BE
7/07/2022
100%
3rd year after year
of grant
01/01/2026
01/01/2026 –
06/05/2030
€57.46
18,000
0
0
0
SR Plan
2023 BE
7/07/2023
100%
3rd year after year
of grant
01/01/2027
01/01/2027 –
05/05/2031
€35.11
25,000
0
0
0
SR Plan
2024 BE
3/07/2024
100%
3rd year after year
of grant
01/01/2028
01/01/2028 –
16/05/2032
€26.90
30,000
0
30,000
0
0
Valeria Cnossen
SR Plan
2022 BE
9/11/2022
100%
3rd year after year
of grant
01/01/2026
01/01/2026 –
06/05/2030
€51.58
30,000
0
0
0
SR Plan
2023 BE
28/08/2023
100%
3rd year after year
of grant
01/01/2027
01/01/2027 –
05/05/2031
€35.11
25,000
0
0
0
SR Plan
2024 BE
19/08/2024
100%
3rd year after year
of grant
01/01/2028
01/01/2028 –
16/05/2032
€26.90
30,000
0
30,000
0
0
Thad Huston
SR Plan
2023 BE
28/08/2023
100%
3rd year after year
of grant
01/01/2027
01/01/2027 –
05/05/2031
€38.58
200,000
0
0
0
SR Plan
2024 BE
3/07/2024
100%
3rd year after year
of grant
01/01/2028
01/01/2028 –
16/05/2032
€26.90
50,000
0
50,000
0
0
(1) Warrant Plan (WP) and Subscription Right Plan (SR Plan)
(2) Dr. Elisabeth Svanberg, Mr. Jérôme Contamine, Mr. Andrew Dickinson, Dr. Linda Higgins, Dr. Susanne Schaffert, Mr. Oleg Nodelman and Mr. Simon Sturge do not have any
subscription rights.
CORPORATE GOVERNANCE
Galapagos NV Annual Report 2024
130
At the end of 2024, Stoffels IMC BV (permanently represented by Dr. Paul Stoffels) held 1,125,000 subscription rights, Ms.
Annelies Missotten held 2,600 shares and 156,500 subscription rights, Ms. Valeria Cnossen held 85,000 subscription rights,
and Mr. Thad Huston held 250,000 subscription rights.
In 2024, the Executive Committee members were offered new RSUs under the 2024 RSU Annual Long-Term Incentive Plan.
The members of the Executive Committee accepted all RSUs offered to them. The RSUs have a four-year vesting period, with
25% vesting each year and a first vesting date on May 1, 2025.
Each RSU represents the right to receive, at our discretion, one Galapagos share or a payment in cash of an amount
equivalent to the volume-weighted average price of the Galapagos share on Euronext Brussels over the 30-calendar day
period preceding the relevant vesting date. However, in respect of Executive Committee members, any vesting prior to the
third anniversary of the offer date will always give rise to a payment in cash rather than a delivery of shares as an incentive.
No RSUs expired during financial year 2024. The table below sets forth further information in relation to RSUs offered and
accepted by each Executive Committee member and vested and paid out during 2024:
Executive Committee member
Plan
Offer date
Vesting period
Vesting date
Number of RSUs
offered and
accepted
RSUs vested
during 2024
Stoffels IMC BV,
permanently represented by
Dr. Paul Stoffels
Plan 2022.II
5/05/2022
25%/year
Four-year vesting period
01/05/2023
01/05/2024
01/05/2025
01/05/2026
74,408
18,602
Plan 2023.I
8/05/2023
100%
three years after offer date
08.05.2026
9,695
0
Plan 2023.II
9/05/2023
25%/year
Four-year vesting period
01/05/2024
01/05/2025
01/05/2026
01/05/2027
129,276
32,319
Plan 2024.I
16/05/2024
25%/year
Four-year vesting period
01/05/2025
01/05/2026
01/05/2027
01/05/2028
178,476
0
Ms. Annelies Missotten
Plan 2020.I
6/05/2020
25%/year
Four-year vesting period
01/05/2021
01/05/2022
01/05/2023
01/05/2024
332
83
Plan 2020.II
6/05/2020
25%/year
Four-year vesting period
01/05/2021
01/05/2022
01/05/2023
01/05/2024
956
239
Plan 2021.I
5/05/2021
25%/year
Four-year vesting period
01/05/2022
01/05/2023
01/05/2024
01/05/2025
1,488
372
Plan 2021.II
6/05/2021
25%/year
Four-year vesting period
01/05/2022
01/05/2023
01/05/2024
01/05/2025
2,708
677
Plan 2022.I
3/05/2022
25%/year
Four-year vesting period
01/05/2023
01/05/2024
01/05/2025
01/05/2026
1,776
444
Plan 2022.II
5/05/2022
25%/year
Four-year vesting period
01/05/2023
01/05/2024
01/05/2025
01/05/2026
2,980
745
Plan 2023.I
8/05/2023
100%
three years after offer date
08.05.2026
3,246
0
Plan 2023.II
9/05/2023
25%/year
Four-year vesting period
01/05/2024
01/05/2025
01/05/2026
01/05/2027
43,092
10,773
Plan 2024.I
16/05/2024
25%/year
Four-year vesting period
01/05/2025
01/05/2026
01/05/2027
01/05/2028
14,264
0
RSUs Offered to, Vested or Expired for the Executive Committee Members
CORPORATE GOVERNANCE
Galapagos NV Annual Report 2024
131
Executive Committee member
Plan
Offer date
Vesting period
Vesting date
Number of RSUs
offered and
accepted
RSUs vested
during 2024
Ms. Valeria Cnossen
Plan 2022.II
5/08/2022
25%/year
Four-year vesting period
01/05/2023
01/05/2024
01/05/2025
01/05/2026
9,512
2,378
Plan 2023.I
8/05/2023
100%
three years after offer date
08.05.2026
4,309
0
Plan 2023.II
9/05/2023
25%/year
Four-year vesting period
01/05/2024
01/05/2025
01/05/2026
01/05/2027
43,092
10,773
Plan 2024.I
16/05/2024
25%/year
Four-year vesting period
01/05/2025
01/05/2026
01/05/2027
01/05/2028
26,740
0
Mr. Thad Huston
Plan 2023.II
15/06/2023
25%/year
Four-year vesting period
01/05/2024
01/05/2025
01/05/2026
01/05/2027
50,544
12,636
Plan 2024.I
16/05/2024
25%/year
Four-year vesting period
01/05/2025
01/05/2026
01/05/2027
01/05/2028
80,036
0
The below table shows the annual change of remuneration of each Board member, the CEO and the other Executive
Committee members (in aggregate), of the performance of the Company and of average remuneration on a full-time
equivalent basis of Galapagos’ employees, other than members of the Board of Directors and the Executive Committee,
over the five most recent financial years.
Comparative table of remuneration and company performance
2024
% change
2023
% change
2022
% change
2021
% change
2020
Director's remuneration(1)
Executive Committee(2) (3)
Stoffels IMC BV, permanently
represented by Dr. Stoffels(4)
€1,222,950
-3%
€1,256,250
40%
€900,000
N/A
N/A
N/A
N/A
€2,718,034
38%
€1,971,286
34%
€1,470,000
N/A
N/A
N/A
N/A
Other Executive Committee
members(4)
€1,788,000
15%
€1,557,439
N/A
N/A
N/A
N/A
N/A
N/A
€2,829,736
56%
€1,810,198
N/A
N/A
N/A
N/A
N/A
N/A
Board of Directors(5) (6)
Mr. Peter Guenter(7)
€68,338
5%
€65,000
0%
€65,000
0%
€65,000
0%
€65,000
€121,688
6%
€115,000
0%
€115,000
0%
€115,000
0%
€115,000
Dr. Elisabeth Svanberg(8)
€108,338
22%
€88,753
37%
€65,000
0%
€65,000
47%
€44,164
€161,688
17%
€138,753
21%
€115,000
0%
€115,000
47%
€77,999
Mr. Jérôme Contamine(9)
€116,690
17%
€100,000
47%
€68,131
N/A
N/A
N/A
N/A
€183,440
22%
€150,000
47%
€102,131
N/A
N/A
N/A
N/A
Dr. Dan Baker(10)
€62,775
-7%
€67,360
98%
€34,066
N/A
N/A
N/A
N/A
€102,925
-12%
€117,360
72%
€68,066
N/A
N/A
N/A
N/A
Dr. Susanne Schaffert(11)
€69,221
117%
€31,849
N/A
N/A
N/A
N/A
N/A
N/A
€122,571
105%
€59,849
N/A
N/A
N/A
N/A
N/A
N/A
Mr. Simon Sturge(12)
€79,052
330%
€18,369
N/A
N/A
N/A
N/A
N/A
N/A
€132,402
309%
€32,369
N/A
N/A
N/A
N/A
N/A
N/A
Evolution of Remuneration and Company Performance
CORPORATE GOVERNANCE
Galapagos NV Annual Report 2024
132
Comparative table of remuneration and company performance
2024
% change
2023
% change
2022
% change
2021
% change
2020
Company performance
Financial KPIs (thousand of €, except for the stock price and number of employees)
Operational Cash burn
(-)/operational cash flow
-373,961
-10%
-414,824
-19%
-513,774
-9%
-564,840
9%
-517,400
R&D expenditure(13)
343,611
-20%
431,471
-16%
515,083
5%
491,707
-7%
531,354
Cash position on 31 Dec(14)
3,317,755
-10%
3,684,508
-10%
4,094,062
-13%
4,703,177
-9%
5,169,349
# of employees on 31 Dec(15)
704
-37%
1,123
-16%
1,338
2%
1,309
-12%
1,489
Stock price performance (Last
trading day FY)
26.52
-28%
36.99
-11%
41.35
-16%
49.22
-39%
80.48
Average remuneration of employees on FTE basis
Employees of the Group(16)
€124,558
-1.08%
€125,920
2%
€123,958
21%
€102,471
-2%
€104,290
(1) The Directors' remuneration overview contains for the CEO, other Executive Committee members and Directors two separate rows, whereby the first row sets out their cash
remuneration, being the annual base salary, cash bonus and (if any) exceptional bonus, to enable the comparison with the average remuneration of employees on FTE basis, and
the second row sets out their total remuneration, including equity-related remuneration such as granted SRs and vested RSUs.
(2) The first row shows the cash remuneration of the CEO and the other Executive Committee members (in aggregate), being the annual base salary, cash bonus and (if any)
exceptional bonus.
(3) The second row shows the total remuneration of the CEO and the other Executive Committee members (in aggregate), including equity-based remuneration such as RSUs vested
and subscription rights granted during the year. The value of the subscription rights is calculated by comparing the exercise price of the subscription right plan with the average
share price as quoted on Euronext Brussels and Amsterdam during the respective financial year. For example, for financial year 2024 the exercise price of the Subscription Right
Plan 2024 BE is compared with the average share price as quoted on Euronext Brussels and Amsterdam during the financial year 2024.
(4) The other Executive Committee members during financial year 2024 are Mr. Thad Huston, Ms. Annelies Missotten, and Ms. Valeria Cnossen. Their remuneration over the five year
period is included under the "Other Executive Committee members". Since all their mandates started as of financial year 2023, we only mentioned data in the above table as of
financial year 2023.
(5) The first row shows the total cash remuneration of each member of the Board of Directors, being the Board fees. This table excludes the Chair, Stoffels IMC BV, who is not
remunerated for its mandate as Chair of the Board of Directors or any Committee mandate, Mr. Daniel O'Day, Mr. Andrew Dickinson and Dr. Linda Higgins, the Gilead Board
representatives, and Mr. Oleg Nodelman, the Ecor1 representative, who are not remunerated for their Board or Committee mandates.
(6) The second row shows the total remuneration of each member of the Board of Directors, including equity-based remuneration such as subscription rights granted during the
year. As from January 1, 2020, Galapagos no longer grants any subscription rights to members of the Board of Directors.
(7) Director as of April 30, 2019.
(8) Director as of April 28, 2020.
(9) Director as of April 26, 2022.
(10) Director between April 26, 2022 and October 6, 2024.
(11) Director as of June 12, 2023.
(12) Director as of September 19, 2023.
(13) R&D expenditure presented on this line is reflecting the total Group related expenditure including the Jyseleca business transferred to Alfasigma on January 31, 2024 presented
as discontinued operations in our 2023 and 2024 consolidated financial statements, and prior to financial year 2021 also including Fidelta, our fee-for-service business sold to
Selvita on January 4, 2021, classified as discontinued operations in our 2020 consolidated financial statements.
(14) Cash position on December 31, 2023 included €7 thousands of cash held in subsidiaries transferred to Alfasigma on January 31, 2024 and classified as assets held for sale in our
2023 consolidated financial statements. Cash position on December 31, 2020 included €7,884 thousands of cash held in Fidelta and classified as assets held for sale in our 2020
consolidated financial statements.
(15) The number of employees per December 31, 2024 and per December 31, 2023 includes employees and insourced personnel (external contractors). At December 31, 2023, the
number of employees included 390 employees transferred to Alfasigma on January 31, 2024. At December 31, 2020, the number of employees included 185 employees of our fee
for service activity Fidelta, which was sold to Selvita on January 4, 2021.
(16) The average remuneration of employees is calculated on FTE basis, excluding trainees and internships, for employees employed for the full applicable financial year. It takes into
account the employees' base salary, annual cash bonus and (if any) exceptional cash bonus during the respective financial year. Annual cash bonuses are included in the year
upon which performance is based and not in the year in which they are paid. Due to the timing of the 2024 year-end process, the actual annual figures for employees had not
been finalized by the date of this report. Therefore, 2024 annual bonus figures represent target figures multiplied by the applicable approved corporate bonus funding score,
being the Company’s best estimate of actual bonus outcomes.
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The ratio between the highest and lowest remuneration at Galapagos during financial year 2024 is 33:1.
The ratio is calculated on the basis of the lowest FTE pay per December 31, 2024, excluding trainees and internships. The
remuneration which has been taken into account in this exercise includes the annual base salary, annual cash bonus and
(if any) exceptional bonus; annual cash bonus is included in the year upon which performance is based and not in the year
in which it is paid. Due to the timing of the 2024 year-end process, the actual annual bonus figures for employees below the
Executive Committee level had not been finalized by the date of this report. Therefore, 2024 annual bonus figures represent
target figures multiplied by the applicable approved corporate bonus funding score, being the Company’s best estimate of
actual bonus outcomes.
As of 2024, our Remuneration Policy has set revised minimum share ownership requirements to further align
Executive Committee members’ decision-making and financial interests with sustained, long-term shareholder value
creation. The applicable Executive Committee member shall be required to hold a number of Galapagos shares
corresponding to the value of such member’s annual gross base salary, as follows, during their tenure as
Executive Committee member:
We expect that Executive Committee members should reach these minimum share ownership requirements within five
years of the effective date of the 2024 Remuneration Policy, being January 1, 2024, or as from a later Executive Committee
appointment.
The Board of Directors expects RSU plan vesting (in case of cash-settled RSUs, using the net cash to acquire shares, subject
to compliance with applicable securities laws) over time to be used to reach the applicable minimum share ownership
requirement.
At this stage all Executive Committee members (in office since 2022 and 2023 respectively) are building their shareholding.
The fulfilment of the minimum share ownership requirement is periodically reviewed by the Board of Directors.
In 2024, all Executive Committee members have provided their services under agreements with the Galapagos Group,
with a notice period, or indemnity in lieu of notice period, of nine months for the CEO and six months for the other
Executive Committee members. The agreements do not provide for severance payments. In the event of termination, we
may enter into non-competition undertakings with the CEO and the other Executive Committee members providing for
non-competition indemnities. In the event their contract with the group is terminated as a result of a change of control
of Galapagos, the CEO and the other Executive Committee members would be entitled to the immediate vesting of
subscription rights and severance compensation of (i) twelve months' base salary for the CEO and (ii) nine months' base
salary for the other Executive Committee members.
Ratio between the Highest and Lowest Remuneration
Minimum Share Ownership
Chief Executive Officer: two times annual gross base salary; and
Other Executive Committee members: one time annual gross base salary.
Contractual Provisions Regarding Compensation for Severance for
Executive Committee Members
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134
No severance payments were made in 2024 as no Executive Committee members left Galapagos.
As from financial year 2020, contractual provisions apply to each member of the Executive Committee to ensure that we
have the right to have each Executive Committee member forfeit any unvested RSUs, deferred portions of previous cash
bonuses or unvested subscription rights in the event of a restatement of the financial statements that has a material
negative effect on Galapagos or a material breach of our Code of Conduct. In addition, from December 1, 2023, claw-
back undertakings have been in place to comply with the new SEC rules to recover erroneously awarded incentive-based
compensation if we are required to prepare an accounting restatement due to material non-compliance with any financial
reporting requirement.
During the financial year 2024 no claw-back events occurred.
The RSU and subscription right plans also contain bad leaver provisions that can result in forfeiture of any unvested RSU
and/or subscription right grants in case the beneficiary leaves Galapagos prior to the relevant vesting date.
During financial year 2024, the Board of Directors did not decide to deviate from any items of our Remuneration Policy and
no deviations occurred.
Severance Payments
Claw-Back and Malus
Deviations from the Remuneration Policy
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We consider that Gilead became a related party of Galapagos NV in 2019 because of (i) Gilead’s then 25.84% shareholding
(25.35% on December 31, 2024) in Galapagos NV, and (ii) the fact that Gilead is entitled to propose two candidates to
be appointed to the Board of Directors of Galapagos NV under the share subscription agreement dated July 14, 2019, as
amended.
On January 7, 2025, we entered into a related party transaction with Gilead within the meaning of article 7:97 of the
Belgian Companies Code, by entering into various transaction documents, including the separation agreement, linked to
the planned separation of Galapagos into two publicly listed entities (the “Transaction”).
The Board of Directors applied the related party transaction approval procedure as set forth in article 7:97 of the Belgian
Companies Code. Within the context of this procedure, a committee of three Independent members of the Board of
Directors of Galapagos (the “Committee”) issued an advice to the Board of Directors in which the Committee assessed the
separation of Galapagos in two publicly listed legal entities and the hereto related transaction documents. The Committee
was assisted by Lazard as an independent expert (the “Expert”) and Allen Overy Shearman Sterling. In its advice to the
Board of Directors, the Committee concluded the following: “In light of article 7:97 of the BCAC, the Committee has
performed, with the assistance of the Expert, a thorough analysis of the Proposed Resolutions. This assessment included a
detailed analysis of the Transaction embedded in these Proposed Resolutions, an analysis of the financial impact and other
consequences thereof, an identification of the advantages and disadvantages to the Company, as well as an assessment
how these fit in the Company’s strategy. Based on such assessment, the Committee believes that the Proposed Resolutions
and the Transaction embedded therein are in the interest of the Company, given the balance between benefits and risks
that the Transaction represents and the potential to alter the Company’s strategic status quo and accelerate value creation
for all shareholders.”. The Board of Directors did not deviate from the Committee’s advice.
The assessment by the statutory auditor of Galapagos of the advice of the Committee and the minutes of the Board of
Directors is 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 Ad Hoc committee of the independent members of the board of directors
dated on 7 January 2025 and in the minutes of the board of directors dated on 7 January 2025, 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.”
A more detailed explanation of some of our transactions with Gilead can be found in the section titled Agreements with
major Galapagos NV shareholders. We further refer to note 32.
In the event of a transaction where a member of the Board of Directors has a conflict of interests within the meaning
of article 7:96 of the Belgian Companies Code, such Board member shall notify the Board of Directors in advance of the
respective conflict, and will act in accordance with the relevant rules as set out in the Belgian Companies Code.
Pursuant to our Corporate Governance Charter, if a member of the Executive Committee has a direct or indirect interest
of a monetary nature that conflicts with the interests of the Company in respect of a decision or an act falling within the
scope of the responsibilities of the Executive Committee, the Executive Committee shall refrain from making any decision.
The Executive Committee shall instead escalate the matter to the Board of Directors. The Board of Directors shall decide
whether or not to approve such decision or act, and shall apply the conflict of interests procedure set out in article 7:96
of the Belgian Companies Code. In the event a conflict of interest exists within the Executive Committee that falls outside
of the scope of article 7:96 of the Belgian Companies Code, the existence of such conflict shall be reported by the relevant
Executive Committee member, its existence shall be included in the minutes (but shall not be published) and the relevant
Executive Committee member shall not vote on the matter.
In addition to the above, the Company’s Corporate Governance Charter and Related Person Transaction Policy contain
certain procedures for transactions between Galapagos NV (including its affiliated and associated companies within the
Conflict of Interests and Related Parties
CORPORATE GOVERNANCE
Galapagos NV Annual Report 2024
136
meaning of articles 1:20 and 1:21 of the Belgian Companies Code) and its Board members, Executive Committee members,
major shareholders, or any of their immediate family members and affiliates. Without prejudice to the procedures as set
out in the applicable laws, these policies provide (among others) that all transactions between Galapagos NV (including its
affiliated and associated companies within the meaning of articles 1:20 and 1:21 of the Belgian Companies Code) and any of
its Board members or Executive Committee members, need the approval of the Audit Committee and the Board of Directors,
which approval can only be provided for transactions at arm’s length. Moreover, conflicts of interests, even if they are not a
conflict of interests within the meaning of article 7:96 of the Belgian Companies Code, are enacted in the Board of Directors’
meeting minutes (but shall not be published), and the relevant Board member cannot participate in the deliberation or
voting on the concerned item on the agenda.
In 2024 until the publication of this annual report, the following conflicts of interests between Galapagos NV and a Director
within the meaning of article 7:96 of the Belgian Companies Code were noted:
In a meeting of the Board of Directors held on February 19, 2024, the following was reported in connection with the
proposed 2023 corporate funding decision:
Pursuant to section 7:96 of the Belgian Code of Companies and Associations, and to the extent required, the following
was reported in connection with the 2023 corporate funding decision: the Chair declared that he had informed the
Board of Directors of a potential conflict of interest of the Chair concerning the 2023 corporate funding decision, as this
will form the base for the available bonus pool for the Executive Committee members, including the Chair as CEO. After
discussion, the Board decided that a funding of 90% was justified and reasonable in view of the 2023 achievements
and will have no material impact on the financial position of the Company, and in line with the recommendation of
the Remuneration Committee, approved the 90% funding. The Chair did not take part in the deliberation and the vote
concerning this decision.
In a meeting of the Board of Directors held on February 19, 2024, the following was reported in connection with the
proposed compensation of the CEO (2023 cash bonus and 2024 salary increase):
Pursuant to section 7:96 of the Belgian Code of Companies and Associations, the following was reported in connection
with the proposed compensation of the CEO (2023 cash bonus and 2024 salary increase): the Chair declared that he
had informed the Board of Directors of a potential conflict of interest concerning the proposed compensation of the
Chair as CEO, incl. amendment of his management agreement as regards the salary increase. After discussion, the
Board decided that the proposed compensation was a justified reward for the results achieved by the CEO in 2023 and
will have no material impact on the financial position of the Company, and in line with the recommendation from the
Remuneration Committee, approved the proposed compensation. The Chair did not take part in the deliberation and
the vote concerning this decision.
In a meeting of the Board of Directors held on March 26, 2024, the following was reported in connection with the
proposed grants of subscription rights and RSUs to the CEO under the 2024 plans:
Pursuant to section 7:96 of the Belgian Companies Code, the following was reported in connection with the proposed
grants of subscription rights and RSUs to the CEO under the 2024 plans: the Chair informed the Board of Directors
of a conflict of interest, concerning the proposed grants of subscription rights and RSUs to the CEO under the 2024
plans. The Board considered that said compensation was a justified reward for the results achieved by the CEO in
2023, in line with the contractual arrangement with the CEO executed in 2022 and with the Company’s Remuneration
Policy. Furthermore, the Board deemed the proposed grants to be an important tool in the retention of Stoffels IMC
BV as CEO of the Company and considered that these grants have no material impact on the financial position of the
Company. The Board shared the opinion of the Remuneration Committee that the proposed compensation is justified
and reasonable. The Chair did not take part in the deliberation and the vote concerning this decision.
In a meeting of the Board of Directors held on May 16, 2024, the following was reported in connection with the proposed
issuance of the 2024 subscription right plans:
The CEO and also Chair of the Board of Directors, Stoffels IMC BV, reported prior to this meeting that he had a conflict
of interest within the meaning of article 7:96 of the Belgian Companies Code in connection with the issuance of the
number of subscription rights under the Subscription Right Plan 2024 BE, Subscription Right Plan 2024 RMV, and
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Subscription Right Plan 2024 ROW, for the benefit of employees of the Company and its subsidiaries, with cancellation
of the preferential subscription right of the existing shareholders in the framework of the issuance of these subscription
rights and the related possible future capital increase, as the CEO will be a beneficiary under Subscription Right Plan
2024 BE. The Board of Directors, upon the recommendation of the Remuneration Committee, is of the opinion that the
proposed agenda items and the proposed grant of subscription rights to the CEO are consistent with the Company’s
Remuneration Policy and are justified and reasonable. The nature of the proposed decision and the financial impact
on the Company are described in more detail in the above-mentioned special report of the Board of Directors. In
accordance with the procedure provided for in article 7:96 of the Belgian Companies Code, the CEO and also Chair of
the Board of Directors, Stoffels IMC BV, does not attend this meeting and will not take part in the deliberation and the
vote.
In a meeting of the Board of Directors held on September 24, 2024, the following was reported in connection with the
proposed grant of the tax recuperation mechanism to Stoffels IMC BV in connection with the 2022 sign-on grant of
subscription rights to Stoffels IMC BV in its capacity of CEO:
The CEO and also Chair of the Board of Directors, Stoffels IMC BV, reported that it had a conflict of interest within
the meaning of article 7:96 of the Belgian Companies Code regarding the grant of the tax recuperation mechanism to
Stoffels IMC BV in connection with the 2022 sign-on grant of subscription rights to Stoffels IMC BV in its capacity of CEO.
The Board of Directors, upon recommendation of the Remuneration Committee, is of the opinion that the proposed
grant is in line with the contractual arrangement with the CEO executed in 2022 and is justified and reasonable.
Furthermore, the Board, upon recommendation of the Remuneration Committee, considered that this grant has no
material impact on the financial position of the Company. In accordance with article 7:96 of the Belgian Companies
Code, the CEO and also Chair of the Board of Directors, Stoffels IMC BV, was not present during the discussion of this
agenda topic and did not take part in the deliberation and the vote.
In a meeting of the Board of Directors held on January 7, 2025, the following was reported in connection with the
proposed entering by Galapagos into various agreements with Gilead:
Prior to the Board proceeding to the deliberation and decision-making, the Chair pointed out that, given that the Board
must resolve on the Transaction that qualifies as a related party transaction under article 7:97 of the BCAC due to
Gilead acting as a counterparty and qualifying as a related party within the meaning of IAS 24, Dr. Linda Higgins and
Andrew Dickinson could be viewed as ‘directors concerned’ or otherwise conflicted within the meaning of article 7:96
of the BCAC, in respect of the Transaction and the corresponding items on the agenda. The Chair pointed out that the
procedure set out in article 7:97 of the BCAC was applied in the context of the Transaction with Gilead, with respect to
agenda topic 2. These resolutions were submitted to a Committee of Independent Directors (the “Committee”) for their
prior advice. The Committee was composed of the following Independent Directors: (i) Mr. Jérôme Contamine, (ii) Dr.
Elisabeth Svanberg, (iii) Mr. Simon Sturge. The Committee was assisted by Lazard, who acted as an independent expert
within the meaning of article 7:97 of the BCAC. After the introduction by the Chair, Linda Higgins and Andrew Dickinson,
given that they are direct or indirect representatives of Gilead, recused themselves from the deliberation and decision-
making prior to the Board proceeding with agenda topics 2.1 and following.
In a meeting of the Board of Directors held on February 11, 2025, the following was reported in connection with the
proposed 2024 corporate funding decision:
Pursuant to section 7:96 of the Belgian Code of Companies and Associations, and to the extent required, the following
was reported in connection with the 2024 corporate funding decision: the Chair declared that he had informed the
Board of Directors of a potential conflict of interest of the Chair concerning the 2024 corporate funding decision, as this
will form the base for the available bonus pool for the Executive Committee members, including the Chair as CEO. After
discussion, the Board decided that a funding of 77% was justified and reasonable in view of the 2024 achievements
and will have no material impact on the financial position of the Company, and in line with the recommendation of
the Remuneration Committee, approved the 77% funding. The Chair did not take part in the deliberation and the vote
concerning this decision.
In a meeting of the Board of Directors held on February 11, 2025, the following was reported in connection with the
proposed compensation of the CEO (2024 cash bonus):
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138
We have established a Code of Conduct to ensure that our members of the Board of Directors and Executive Committee and
employees are making ethical and compliant decisions and acting with integrity, ethics and respect for human rights when
conducting Galapagos’ business and performing their day-to-day duties. We expect any conflicts of interest to be addressed
appropriately, and corruption and fraud prevented. To this end, we give various trainings, including on our Code of Conduct
to all our employees and consultants. This year, 94% of our employees completed the Code of Conduct training and we
measure against all employees.
Our Code of Conduct is available on our website (www.glpg.com).
In 2024, we made some updates to our Code of Conduct to ensure that it continues to reflect who we are as an organization,
including an explicit applicability of our Code of Conduct to our suppliers and business partners and more ESG related
provisions.
One breach of our Code of Conduct was escalated to the Audit Committee in 2024. Appropriate measures were taken to
address this breach.
Pursuant to section 7:96 of the Belgian Code of Companies and Associations, the following was reported in connection
with the proposed compensation of the CEO (2024 cash bonus): the Chair declared that he had informed the Board of
Directors of a potential conflict of interest concerning the proposed compensation of the Chair as CEO. After discussion,
the Board decided that the proposed compensation was a justified reward for the results achieved by the CEO in 2024
and will have no material impact on the financial position of the Company, and in line with the recommendation from
the Remuneration Committee, approved the proposed compensation. The Chair did not take part in the deliberation
and the vote concerning this decision.
Code of Conduct
CORPORATE GOVERNANCE
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139
The Board of Directors of Galapagos NV, represented by all its members, declares that, as far as it is aware, the non-
consolidated and consolidated financial statements, both prepared in conformity with the applicable standards for
financial statements, give a true and fair view of the equity, the financial position, and the results of Galapagos NV and the
companies included in the consolidation as of December 31, 2024.
The Board of Directors of Galapagos NV, represented by all its members, further declares that, as far as it is aware, this
annual report related to the financial year ended on December 31, 2024, gives a true and fair view of the development,
the results, and the position of Galapagos NV and the companies included in the consolidation, as well a description of
the most important risks and uncertainties with which Galapagos NV and the companies included in the consolidation are
confronted.
The Board of Directors of Galapagos NV will submit proposed resolutions to its shareholders at its Annual Shareholders’
Meeting (to be held on April 29, 2025) to approve the non-consolidated annual accounts of the Company for the financial
year ended on December 31, 2024 (including the allocation of the annual result as proposed by the Board of Directors),
and to release from liability, by separate vote, the members of the Board of Directors, each of the former Directors who
was in office during the financial year ended on December 31, 2024, and the statutory auditor for the performance of their
respective mandates during the financial year ended on December 31, 2024.
Mechelen, March 25, 2025
On behalf of the Board of Directors
Jérôme Contamine
Chair of the Audit Committee and member of the Board of Directors
Stoffels IMC BV
permanently represented by Dr. Paul Stoffels, Chair of the Board of Directors
Statement by the Board of Directors
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Galapagos NV Annual Report 2024
140
Risk
Management
Risk management is embedded in our strategy and is considered important for achieving our operational targets.
To safeguard the proper implementation and execution of the group’s strategy, our Executive Committee has established
internal risk management and control systems within Galapagos. The Board of Directors has delegated an active role to
the Audit Committee members to monitor the design, implementation and effectiveness of these internal risk management
and control systems. The purpose of these systems is to manage in an effective and efficient manner the significant risks to
which we are exposed.
The internal risk management and control system is designed to ensure:
We have defined our risk tolerance on a number of internal and external factors including:
The identification and analysis of risks is an ongoing process that is naturally a critical component of internal control. Based
on these factors and our risk tolerance, the key controls within Galapagos will be registered and the effectiveness will be
monitored. If the assessment shows the necessity to modify the controls we will do so. This could be the situation if the
external environment changes, or the laws, regulations, or the strategy of Galapagos change.
Our financial risks are managed centrally. The finance department of Galapagos coordinates the access to national and
international financial markets and considers and continuously manages the financial risks concerning the activities of
the group. These relate to the following financial markets risks: credit risk, liquidity risk, currency and interest rate risk.
Our interest rate risk is limited because we have nearly no financial debt. In the event of decreasing interest rates we
would face a reinvestment risk on our strong cash position. The group does not buy or trade financial instruments for
speculative purposes. For further reference on financial risk management, see note 34 of the notes to the consolidated
financial statements. We also refer to the "Detailed Description of the Risk Factors in Form 20-F" section of the annual
report for additional details on general risk factors.
Risk Management and Internal Control
the careful monitoring of the effectiveness of our strategy
our continuity and sustainability, through consistent accounting, reliable financial reporting and compliance with laws
and regulations
our focus on the most efficient and effective way to conduct our business
financial strength in the long run, represented by revenue growth and a solid balance sheet
liquidity in the short run; cash
business performance measures; operational and net profitability; scientific risks and opportunities
dependence on our alliance partners
compliance with relevant rules and regulations
reputation
RISK MANAGEMENT
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142
Our internal controls over financial reporting are a subset of internal controls and include those policies and procedures
that:
Our internal controls over financial reporting includes controls over relevant IT systems that impact financial reporting
including accuracy and completeness of our account balances.
Since we have securities registered with the U.S. Securities and Exchange Commission (SEC) and are a large accelerated filer
within the meaning of Rule 12b-2 of the U.S Securities Exchange Act of 1934, we need to assess the effectiveness of internal
control over financial reporting and provide a report on the results of this assessment.
In 2024 management has reviewed its internal controls over financial reporting based on criteria established in the Internal
Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO) and engaged an external advisor to help assess the effectiveness of those controls.
As described in Section 404 of the U.S. Sarbanes-Oxley Act of 2002 and the rules implementing such act, we will include the
management and the statutory auditor’s assessment of the effectiveness of internal control over financial reporting in our
annual report on Form 20-F, which is expected to be filed with the SEC on or around the publication date of the present
annual report.
As a U.S. listed company, we are also subject to the reporting requirements of the U.S. Securities and Exchange Commission,
or SEC. An annual report will be filed with the SEC on Form 20-F. Our annual report on Form 20-F is available in the SEC’s
EDGAR database (https://www.sec.gov/edgar.shtml), and a link thereto is posted on our website. For a comprehensive,
detailed description of the Risk factors, we refer to our Form 20-F.
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements
in accordance with IFRS as adopted by the EU, and that our receipts and expenditures are being made only by
authorized persons
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition
of our assets that could have a material effect on the financial statements
Detailed Description of the Risk Factors in Form 20-F
RISK MANAGEMENT
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143
We operate adequate standard operating procedures to secure the integrity and protection of our research and
development activities and results, and the optimum allocation of our R&D budgets. The progress of the most important
research and development ("R&D") programs is continuously monitored by our Executive Committee. The Science and
Development Committee provides input and advice to the Board of Directors on matters relating to our R&D strategy, and
serves as a resource, as needed, regarding scientific, medical, and product safety matters. The programs are discussed with
the Board of Directors at least once per quarter, and the members of our Board of Directors with expertise in clinical and
scientific matters occasionally attend meetings with our scientific staff to discuss and assess such programs.
Nevertheless, we must and have in the past, during the financial year 2024 and early January 2025 decided to prioritize the
development of certain product candidates; these decisions may prove to have been wrong and may adversely affect our
business.
We are heavily dependent on the success of our product candidates, such as GLPG5101, GLPG5201, GLPG5301 and
GLPG3667. As of year-end 2022, we implemented a new innovation R&D model focusing on the therapeutic areas of
oncology and immunology. Following the strategic review announced in August 2023, we transferred the commercial,
medical affairs and development activities regarding filgotinib to Alfasigma in January 2024. Following the contemplated
separation announced in January 2025, we will focus solely on oncology, advancing our clinical-stage pipeline, including
GLPG5101 and GLPG5301.
In addition, we are heavily investing in an early-stage product candidate pipeline, and these drug candidates must undergo
rigorous preclinical and clinical testing, the results of which are uncertain and could substantially delay or prevent the drug
candidates from reaching the market.
Through the acquisitions of CellPoint B.V. and AboundBio Inc. in 2022, we gained access to an innovative, scalable,
functionally-closed, decentralized and automated cell therapy platform as well as a fully human antibody-based
therapeutics platform. We are heavily investing in building our therapeutic area of oncology, whereby cell therapies are
novel, complex, and difficult to manufacture and require rigorous preclinical and clinical testing, the results of which are
uncertain.
We cannot give any assurance that any product candidate will successfully complete clinical trials, including with "open-
label" trial design, or receive regulatory approval, which is necessary before it can be commercialized.
Our business and future success is substantially dependent on our ability to develop successfully, obtain regulatory
approval for, and then successfully commercialize our product candidates. We are not permitted to market or promote any
of our product candidates before we receive regulatory approval from the FDA, the EMA, the MHRA, the MHLW or any other
comparable regulatory authority, and we may never receive such regulatory approval for any of our product candidates. We
cannot give any assurances that our clinical trials for our product candidates, including our CD19 CAR-T product candidates,
will be completed in a timely manner, or at all. If any of our product candidates are not approved and commercialized in
certain jurisdictions, we will not be able to generate any product revenues for that product candidate.
Risks Related to Product Development and Regulatory
Approval
Operating procedures, monitoring and prioritizing product candidates
Strongly dependent on the success of clinical product candidates and
the discovery portfolio
New and complex innovative cell therapies
Unpredictable commercial viability of the product candidates
RISK MANAGEMENT
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144
The regulatory approval processes of the FDA, the EMA, the MHRA, the MHLW and any other comparable regulatory authority
are lengthy, time-consuming and inherently unpredictable, and if we are ultimately unable to obtain regulatory approval for
our product candidates, our business, including its financial condition, will be substantially harmed.
Clinical testing is expensive and can take many years to complete, and its outcome is inherently uncertain. Results of earlier
studies and trials as well as data from any interim analysis of ongoing clinical trials may not be predictive of future trial
results, and failure can occur at any time during the clinical trial process. If we experience delays in the completion of, or
termination of, any clinical trial of our product candidates, the commercial prospects of our product candidates will be
harmed, and our ability to generate product revenues from any of these product candidates will be delayed. If any of our
product candidates are found to be unsafe or have a lack of efficacy, we will not be able to obtain or maintain regulatory
approval for it and our business would be materially harmed.
Conducting multinational clinical trials exposes us to additional risks. The FDA requires that the clinical trial must be well-
designed and conducted and performed by qualified investigators in accordance with ethical principles such as institutional
review board or ethics committee approval and informed consent, the trial population must adequately represent the U.S.
population and the data must be applicable to the U.S. population and U.S. medical practice in ways that the FDA deems
clinically meaningful.
Further, the FDA may consider an on-site inspection to be necessary in which case they must be able to validate the data
through such an inspection or other appropriate means. In addition, while these clinical trials are subject to the applicable
local laws, acceptance of the data by the FDA will be dependent upon its determination that the trials were conducted
consistent with all applicable U.S. laws and regulations. Similarly, any data submitted to foreign regulatory authorities may
not adhere to their standards and requirements for clinical trials and data from trials conducted outside of such jurisdiction
may not be accepted.
Additionally, certain of our product candidates are sensitive to temperature, storage and handling conditions, and require
specific treatment and adherence of specific instructions at clinical sites. Failure to correctly handle our product candidates,
including failure to administer our product candidates within the specified period could negatively impact the efficacy and
or safety of our product candidates, or cause a loss of product candidates.
The rates at which we complete our scientific studies and clinical trials depend on many factors, including, but not limited
to, patient enrollment. Patient enrollment is a significant factor in the timing of clinical trials and is affected by many factors
including competing clinical trials, clinicians’ and patients’ perceptions as to the potential advantages of the drug being
studied in relation to other available therapies and the relatively limited number of patients. Any of these occurrences may
harm our clinical trials and by extension, our business, financial condition and prospects.
Our product candidates may cause undesirable or unacceptable side effects or have other properties that could delay,
may result in clinical holds or prevent their regulatory approval, limit the commercial profile of an approved label, or
result in significant negative consequences following marketing approval, if any. Undesirable side effects caused by our
product candidates could cause us or regulatory authorities to interrupt, delay or halt clinical trials and could result in a
more restrictive label or the delay or denial of regulatory approval by the FDA, the EMA, the MHRA, the MHLW or any other
comparable regulatory authority. The drug-related side effects could affect patient recruitment or the ability of enrolled
patients to complete the trial or result in potential product liability claims. Any of these occurrences may harm our business,
financial condition and prospects significantly and may adversely impact the viability of our other product candidates or
preclinical programs.
Lengthy, time-consuming regulatory processes
Expensive clinical development process with uncertain outcome
Patient enrollment influence
Product candidates may cause undesirable side effects or serious
adverse events
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Patients receiving T cell-based immunotherapies may experience serious adverse events, including neurotoxicity and
cytokine release syndrome. Serious adverse events or undesirable side effects associated with our CAR-T product
candidates may result in delays, clinical holds, or terminations of our preclinical or clinical trials, impact our ability to
obtain regulatory or marketing approval, and impact the commercial potential of such product candidates, which would
significantly harm our business, financial condition and prospects.
Public perception may be influenced by claims that cell therapy, including cell editing technologies, is unsafe, or unethical,
and research activities and adverse events in the field, even if not ultimately attributable to us or our CAR-T product
candidates, could result in increased governmental regulation, unfavorable public perception, challenges in recruiting
patients to participate in our clinical studies, potential regulatory delays in the testing or approval of our CAR-T product
candidates, labeling restrictions for any future approved CAR-T products, and a decrease in demand for any such product.
For example, in November 2023, the FDA announced that it would be conducting an investigation into reports of T-
cell malignancies following BCMA-directed or CD19-directed autologous CAR-T cell immunotherapies following reports
of T-cell lymphoma in patients receiving these therapies. The FDA also stated that patients and clinical trial participants
receiving treatment with the currently approved BCMA-directed and CD19-directed genetically modified autologous CAR-T
cell immunotherapy products should be monitored life-long for new malignancies. In January 2024, the FDA determined
that new safety information related to T-cell malignancies should be included in the labeling with boxed warning language
on these malignancies for all BCMA- and CD-19-directed genetically modified autologous T-cell immunotherapies.
Additionally, EMA’s PRAC started a signal procedure to review data on secondary malignancies related to T-cells (cancers
that begin in a type of white blood cells called T-cells), including T-cell lymphoma and leukemia, for the six approved CAR-T
cell medicines. Such regulations, along with more restrictive government regulations or negative public opinion would have
a negative effect on our business or financial condition and may delay or impair the development and commercialization
of our CAR-T product candidates or demand for any approved products.
If we are not able to obtain orphan product exclusivity, or maintain such status for future product candidates for which
we seek this status, or if our competitors are able to obtain orphan product exclusivity before we do, we may not be
able to obtain approval for our competing products for a significant period of time. Even if we are able to obtain orphan
designation, we may not be the first to obtain marketing approval for such indication due to the uncertainties associated
with developing pharmaceutical products. Orphan drug designation neither shortens the development time or regulatory
review time of a drug nor gives the drug any advantage in the regulatory review or approval process.
If the FDA, EMA, or any other comparable regulatory authority approves any of our product candidates, the manufacturing
processes, distribution, adverse event reporting, storage, advertising, and recordkeeping for the product will be subject
to extensive and ongoing regulatory requirements. These requirements include submissions of safety and other post-
marketing information and reports, registration requirements and continued compliance with current good manufacturing
practices, or cGMPs, and good clinical practices, or GCPs, for any clinical trials that we conduct post-approval. For example,
the FDA stated in its January 2024 final guidance document titled “Considerations for the Development of Chimeric Antigen
Receptor (CAR) T Cell Products” that subjects in clinical trials treated with CAR-T cells containing an integrated transgene
should be monitored for 15 years after treatment. Failure to comply with the aforementioned practices may harm our
clinical trials or regulatory process and by extension, our business, financial condition and prospects.
Before we can begin to commercially manufacture our product candidates for human therapeutics, the FDA must review
for the applicable manufacturing process and facilities as part of its review of our marketing application. This will likely
require the manufacturing facilities to pass a pre-approval inspection by the FDA. A manufacturing authorization must also
be obtained from the appropriate EU regulatory authorities or other comparable regulatory authorities.
We must establish and maintain a pharmacovigilance system, including a qualified person responsible for oversight, submit
safety reports to the regulators and comply with the good pharmacovigilance practice guidelines adopted by the relevant
regulatory authorities. Failure to comply with these guidelines may harm our clinical trials or regulatory process and by
extension, our business.
Extensive ongoing regulatory requirements
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The marketing and sale of future approved products (if any) may be unsuccessful or less successful than anticipated.
Following the transfer of the Jyseleca® business to Alfasigma, including the European Marketing Authorization for filgotinib,
we are dependent on Alfasigma and Gilead for the commercialization of filgotinib. We are entitled to potential future sales-
based milestone payments totaling €120 million from Alfasigma and mid-single to mid- double-digit earn-outs on European
sales and to receive royalties from Gilead on net sales in the Gilead Territory.
The commercial success of any future products, if approved, will depend upon the degree of market acceptance by
physicians, healthcare payers, patients, and the medical community. Market acceptance will depend on a number of factors,
many of which are beyond our control, but not limited to (i) the wording of the product label, (ii) changes in the standard
of care for the targeted indications for any product and product candidate, (iii) acceptance by physicians, patients and
healthcare payers of the product as safe, effective and cost-effective and (iv) sales, marketing and distribution support.
We have limited experience in the sale or marketing of pharmaceutical products. To the extent any of our product
candidates for which we maintain commercial rights is approved for marketing, if we are unable to establish marketing and
sales capabilities or enter into agreements with third parties to market and sell our products, we may not be able to market
and sell any product effectively, or generate product revenues, which in turn would have a material adverse effect on our
business, financial condition, and results of operation.
Coverage and reimbursement decisions by third-party payers may have an adverse effect on pricing and market acceptance
of newly approved drugs. Legislative and regulatory activity, including enacted and future legislation, may exert downward
pressure on potential pricing and reimbursement for any of our product candidates, if approved, that could materially affect
the opportunity to commercialize.
Public perception may be influenced by claims that cell therapy, including cell editing technologies, is unsafe, or unethical,
and research activities and adverse events in the field, even if not ultimately attributable to us or our CAR-T product
candidates, could result in increased governmental regulation, unfavorable public perception, challenges in recruiting
patients to participate in our clinical studies, potential regulatory delays in the testing or approval of our CAR-T product
candidates, labeling restrictions for any future approved CAR-T products, and a decrease in demand for any such product.
We are a global biotechnology company with limited sales experience, limited historical profit from product sales and
limited historical data on product revenues. Except for the commercial launch of filgotinib, which business we transferred
to Alfasigma in January 2024, our operations have been limited to developing our technology and undertaking preclinical
studies and clinical trials of our product candidates.
Risks related to Commercialization of Future Products
Degree of market acceptance
Potential adverse effect of coverage and reimbursement decisions
Public perception and increased regulatory scrutiny
Risks Related to Our Financial Position and Need for
Additional Capital
Biotechnology market
RISK MANAGEMENT
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Since our inception, and with the exception of the years 2019 and 2023, we have incurred significant operating losses. Our
losses resulted principally from costs incurred in research and development, preclinical testing, clinical development of
our product candidates as well as costs incurred for research programs, (pre-)commercial activities, primarily related to
the commercial launch of Jyseleca®, and from general and administrative costs associated with our operations. We expect
to continue incurring significant research, development and other expenses related to our ongoing operations, and to
continue incurring operating losses for the foreseeable future. Because of the numerous risks and uncertainties associated
with pharmaceutical product development, we are unable to predict the timing or amount of expenses and when we will
be able to achieve or maintain profitability, if ever.
We may require substantial additional future capital which may not be available to us on acceptable terms, or at all, in
order to complete clinical development and, if we are successful, to commercialize any of our current product candidates,
if approved. Because successful development of our product candidates is uncertain, we are unable to estimate the actual
funds and resources we will require to complete research and development and commercialize our product candidates.
Our ability to raise additional funds will depend on financial, economic and market conditions and other factors, over which
we may have no or limited control. In addition, raising additional capital may cause dilution to our existing shareholders,
restrict our operations or require us to relinquish rights to our product candidates or technologies. The incurrence of
additional indebtedness could result in increased fixed payment obligations and could also result in certain additional
restrictive covenants that could adversely impact our ability to conduct our business.
For further reference on financial risks in particular, see note 33 of the notes to the consolidated financial statements.
We are heavily dependent upon our collaboration arrangements with Gilead and certain other third parties for the
development and commercialization of our products and there can be no assurance that these arrangements will deliver
the benefits we expect.
In July 2019, we entered into a 10-year global research and development collaboration with Gilead. In connection with
our entry into the option, license and collaboration agreement, we received an upfront payment of $3.95 billion and
a €960 million ($1.1 billion) equity investment from Gilead. Under the option, license and collaboration agreement, we
fund and lead all discovery and development autonomously until the end of the relevant Phase 2 clinical study. After the
completion of the Phase 2 clinical study (or, in certain circumstances, the first Phase 3 study), Gilead will have the option
to acquire an exclusive commercial license to that program in all countries outside of Europe. If the option is exercised,
we and Gilead will co-develop the compound and share costs equally. In addition, we are dependent on Gilead for the
commercialization of filgotinib and the further development of filgotinib outside of Europe. Gilead may not devote sufficient
resources or give sufficient priority to the programs in respect of which it acquires a commercial license pursuant to
the option, license and collaboration agreement. Furthermore, Gilead may not be successful in the commercialization of
filgotinib outside of Europe and further development and commercialization of filgotinib or other programs for which it
acquires a commercial license, even when they do devote resources and prioritize their efforts for such programs. To the
extent that Gilead is commercializing filgotinib in one or more jurisdictions via a third party, such as Eisai for certain Asian
markets, we are dependent on their successful accomplishment of commercialization efforts.
In addition, the terms of the collaboration with Gilead and any collaboration or other arrangement that we may establish
may not ultimately prove to be favorable to us or may not be perceived as favorable, which may negatively impact the
trading price of the ADSs or our ordinary shares. In addition, pursuant to the collaboration with Gilead, we are entitled to
Significant operating losses
Substantial additional funding may be required
Risks Related to Our Reliance on Third Parties
Strongly dependent on collaboration agreements with Gilead and
certain other third parties
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certain option payments and tiered royalties, and milestone payments on certain products. There can be no assurance that
such payments will be sufficient to cover the cost of development of the relevant product candidates.
We are subject to a number of additional risks associated with our dependence on our collaborations with third parties,
the occurrence of which could cause our collaboration arrangements to fail. In particular, the collaboration we entered
into in July 2019 is managed by a set of joint committees comprised of equal numbers of representatives from each of us
and Gilead. Conflicts may arise between us and Gilead, such as conflicts concerning the interpretation of clinical data, the
achievement of milestones, the interpretation of financial provisions or the ownership of intellectual property developed
during the collaboration, and there can be no assurance that the joint committees will be able to resolve any such conflicts.
If any such conflicts arise, Gilead could act in a manner adverse to our best interests. Any such disagreement could result
in one or more of the following, each of which could delay or prevent the development or commercialization of product
candidates subject to the collaboration arrangements, and in turn prevent us from generating sufficient revenues to achieve
or maintain profitability:
In addition to our collaboration with Gilead, we may also enter into future collaborations which will give rise to similar
risks, although our ability to enter into such collaborations may be limited given the scale of our collaboration with Gilead.
In January 2025, we entered into a separation agreement with Gilead to restructure our existing relationship. Reference is
made to explanatory note regarding the proposed separation. We agreed with Gilead in the framework of this intended
separation, that we will assign the option, license and collaboration agreement to the newly formed SpinCo as of the
effective date of the separation. As of the separation, we will be released from the collaboration and will have full global
development and commercialization rights to our pipeline, which will no longer be subject to Gilead’s opt-in rights under
the option, license and collaboration agreement, subject to payment of single digit royalties to Gilead on net sales of certain
products. The proposed separation and assignment of the option, license and collaboration agreement to SpinCo is subject
to various risks and uncertainties. Reference is made to the risks related to the proposed separation of our business.
If our global research and development collaboration with Gilead or other collaborations on research and development
candidates do not result in the successful development and commercialization of products or if Gilead or another one of
our collaboration partners terminates its agreement with us, we may not receive any future research funding or milestone
or royalty payments under the collaboration. If we do not receive the funding we expect under these agreements, our
development of our product candidates could be delayed and we may need additional resources to develop product
candidates.
We may not be successful in establishing future development and commercialization collaborations, particularly given the
scale of our collaborations with Gilead, and this could adversely affect, and potentially prohibit, our ability to develop our
product candidates.
Developing pharmaceutical products, conducting clinical trials, obtaining regulatory approval, establishing manufacturing
capabilities and marketing approved products are expensive. Accordingly, we have sought and may in the future seek to
enter into collaborations with companies that have more resources and experience. In the future, however, our ability to
do so may be limited given the scale of the 10-year global research and development collaboration that we entered into
with Gilead in July 2019. However, as of the separation, we will be released from the collaboration and will gain full global
development and commercialization rights to our pipeline, which will no longer be subject to Gilead’s opt-in rights under
the option, license and collaboration agreement, subject to payment of single digit royalties to Gilead on net sales of certain
products. If we are unable to obtain a collaboration partner for our product candidates, we may be unable to advance
reductions or delays in the payment of milestone payments, royalties or other payments we believe are due;
actions taken by Gilead inside or outside our collaboration which could negatively impact our rights or benefits under
our collaboration including termination of the collaboration for convenience; or
unwillingness on the part of Gilead to keep us informed regarding the progress of its development and
commercialization activities or regulatory approval or to permit public disclosure of the results of those activities.
Potential limitation on future development and commercialization
collaborations
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the development of our product candidates through late-stage clinical development and seek approval in any market. In
situations where we enter into a development and commercial collaboration arrangement for a product candidate, we
may also seek to establish additional collaborations for development and commercialization in territories outside of those
addressed by the first collaboration arrangement for such product candidate. If any of our product candidates receives
marketing approval, we may enter into sales and marketing arrangements with third parties with respect to otherwise
unlicensed or unaddressed territories. Furthermore, there are a limited number of potential collaboration partners, and we
expect to face competition in seeking appropriate collaboration partners. If we are unable to enter into any development
and commercial collaborations and/or sales and marketing arrangements on acceptable terms, or at all, we may be
unable to successfully develop and seek regulatory approval for our product candidates and/or effectively market and sell
approved products, if any.
Through the acquisitions of CellPoint B.V. and AboundBio Inc., we gained access to an innovative, scalable, decentralized,
functionally-closed and automated cell therapy manufacturing platform as well as a fully human antibody-based
therapeutics platform and research capabilities for novel, differentiated CAR-T constructs. To address important limitations
of current CAR-T treatments, CellPoint (now merged with Galapagos B.V.) has developed, in a strategic collaboration with
Lonza, a Swiss manufacturing company for the pharmaceutical, biotechnology and nutrition sectors, a novel decentralized
delivery model designed to manufacture non-frozen CAR-T therapies in a decentralized setting. The platform consists of
CellPoint’s end-to-end xCellit® workflow management and monitoring software and Lonza’s Cocoon®, a functionally closed,
automated manufacturing platform for cell therapies. Clinical studies with this decentralized supply model have been
approved by regulatory authorities in Belgium, Spain, the Netherlands and the U.S. If, for any reason, the collaboration is
terminated or is otherwise materially changed and we are no longer entitled to use such technology platform, we may be
unable to secure alternatives to such technology and, our research, development or other efforts may be interrupted or
delayed, and our financial condition and results of operation may be materially adversely affected.
We rely on third party suppliers for which a reliable supply of materials is required in order to avoid delays in the drug
discovery and development process and commercial supplies of any approved product. Most goods and services are
provided by several different suppliers, which mitigates the risk of loss of key suppliers.
Expanding the suppliers’ network can be time consuming as all source suppliers are subject to rigorous ethical and quality
control standards. Our suppliers are required to adhere to contractual terms that include anti-bribery and anti-corruption
provisions. Our general terms and conditions of purchase also contain a specific clause on anti-bribery and anti-corruption.
They can be found on our website.
We have relied on and plan to continue to rely on contract research organizations, or CROs, to monitor and manage data
for our preclinical and clinical programs. We and our CROs also rely on clinical sites and investigators for the performance
of our clinical trials in accordance with the applicable protocols and applicable legal, regulatory and scientific standards,
including Good Clinical Practices (GCPs). Regulatory authorities enforce these GCPs through periodic inspections of trial
sponsors, investigators and clinical sites. If CROs do not successfully carry out their contractual duties or obligations or meet
quality standards, regulatory requirements or expectations, such as the applicable GCPs, our clinical trials may be extended,
delayed or terminated, the clinical data generated in our clinical trials may be deemed unreliable and regulatory authorities
may require us to perform additional clinical trials before approving our marketing applications and we may not be able
to obtain regulatory approval for or successfully commercialize our product candidates. We do retain responsibility for all
our studies and are required to and have put in place measures to manage, oversee, and control our studies, including
the CRO selection process, audits, strong focus on deliverables, timelines, roles & responsibilities, and oversight of conduct
of the studies. In addition to GCPs, our clinical trials must be conducted with products produced under current Good
Manufacturing Practice (cGMP) regulations.
Reliant on third party supply of materials
No assurance that arrangements will deliver expected results or
benefits
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We rely on clinical data and results obtained by third parties that could ultimately prove to be inaccurate or unreliable.
If the third-party data and the results that we rely on prove to be inaccurate, unreliable or not applicable to our product
candidates, we could make inaccurate assumptions and conclusions about our product candidates and our research and
development efforts could be materially adversely affected.
Our ability to compete may decline if we do not adequately protect our proprietary rights.
We endeavor to protect our proprietary technologies and know-how by entering into confidentiality and proprietary
information agreements with our employees and partners, and by setting up special procedures (e.g. with respect to the
handling of the laboratory books).
The proprietary nature of, and protection for, our product candidates, their methods of use, and our platform technologies
are an important part of our strategy to develop and commercialize novel medicines. We have obtained patents relating
to certain of our product candidates and are pursuing additional patent protection for them and for our other product
candidates and technologies. We also rely on trade secrets to protect aspects of our business that are not amenable to, or
that we do not consider appropriate for, patent protection. Additionally, we have registered and unregistered trademarks,
including amongst others our company name.
As of March 1, 2025, Intellectual property rights held by Galapagos NV relating to our product candidates include the
following:
GLPG5101 product candidate: GLPG5101 is currently being developed in our decentralized manufacturing model for the
treatment of certain malignancies such as relapsed/refractory NHL. For this model, we have obtained an exclusive
worldwide license from Lonza AG to use the Cocoon® for the commercial decentralized manufacture of cell therapy for the
treatment of hematological malignancies.
GLPG5301 product candidate: GLPG5301 is currently being developed in our decentralized manufacturing model for the
treatment of certain malignancies such as relapsed/refractory MM. For this model, we have obtained an exclusive worldwide
license from Lonza AG to use the Cocoon® for the commercial decentralized manufacture of cell therapy for the treatment
of hematological malignancies. We also have an exclusive license and supply agreement on the materials to produce and
use our GLPG5301 product candidate.
GLPG3667 product candidate: We have a granted U.S. patent application, and one pending U.S. patent application. We
have one patent granted via the European Patent Office (EPO) and one pending patent application at the EPO; as well
as further granted patents inter alia in Japan and Australia. In addition, we have counterpart foreign patent applications
that are pending in Canada, China and other foreign countries claiming GLPG3667 compositions of matter and methods of
treatment using GLPG3667. Patents, if any, that issue based on this pending patent application are estimated to expire in
2038, not including any potential extensions for the marketed product that may be available via supplementary protection
certificates or patent term extensions. We also have one U.S. pending patent application as well as other foreign
jurisdictions claiming dosage regimen, and any patent, if granted is estimated to expire in 2042. Finally, we have four
pending applications under the Patent Cooperation Treaty (PCT) disclosing solid forms, metabolites, and/or methods for
treating inflammatory disorders using GLPG3667; any patents, if granted, based on these patent applications are estimated
to expire in 2043.
Reliant on third party clinical data and results
Risks Related to Our Intellectual Property
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Our commercial success depends on obtaining and maintaining proprietary rights to our product and product candidates,
as well as successfully defending these rights against third party challenges. We will only be able to protect our product
candidates, and their uses from unauthorized use by third parties to the extent that valid and enforceable patents, or
effectively protected trade secrets, cover them. If we fail to maintain to protect or to enforce our intellectual property rights
successfully, our competitive position could suffer, which could harm our results of operations.
Pharmaceutical patents and patent applications involve highly complex legal and factual questions, which, if determined
adversely to us, could negatively impact our patent position. Our success will depend in part on our ability to operate
without infringing the intellectual property and proprietary rights of third parties. We cannot guarantee that our business,
product, product candidates and methods do not or will not infringe the patents or other intellectual property rights of third
parties. There is significant litigation activity in the pharmaceutical industry regarding patent and other intellectual property
rights. Such litigation could result in substantial costs and be a distraction to management and other employees.
The patent positions of biotechnology and pharmaceutical companies can be highly uncertain and involve complex
legal and factual questions. The interpretation and breadth of claims allowed in some patents covering pharmaceutical
compositions may be uncertain and difficult to determine, and are often affected materially by the facts and circumstances
that pertain to the patented compositions and the related patent claims. The standards of the United States Patent and
Trademark Office, the European Patent Office, and other foreign counterparts are sometimes uncertain and could change
in the future. If we fail to obtain and maintain patent protection and trade secret protection of our product and product
candidates, we could lose our competitive advantage and the competition we face would increase, reducing any potential
revenues and adversely affecting our ability to attain or maintain profitability.
We will not seek to protect our intellectual property rights in all jurisdictions throughout the world and we may not be able
to adequately enforce our intellectual property rights even in the jurisdictions where we seek protection.
Filing, prosecuting and defending patents on our product candidates in all countries and jurisdictions throughout the world
would be prohibitively expensive, and our intellectual property rights in some countries could be less extensive than those
in the United States and Europe. Consequently, we may not be able to prevent third parties from practicing our inventions
in all countries, or from selling or importing products made using our inventions.
We face significant competition for our drug discovery and development efforts, and if we do not compete effectively, our
commercial opportunities will be reduced or eliminated.
The biotechnology and pharmaceutical industries are intensely competitive and subject to rapid and significant
technological change and innovation. Our competitors may now or in the future develop drug products that render our
products obsolete or non-competitive by developing more effective drugs or by developing their products more efficiently.
Third parties may claim for wrongfully used or disclosed proprietary
rights
Time consuming and costly infringement procedures can harm our
business
Possible negative impact of developments in patent law or
jurisprudence
Targeted and (cost) efficient intellectual property protection
Risks Related to Our Competitive Position
Intensive competitive sector
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In addition, our ability to develop competitive products would be limited if our competitors succeeded in obtaining
regulatory approvals for drug candidates more rapidly than we were able to or in obtaining patent protection or other
intellectual property rights that limited our drug development efforts. We depend upon our Executive Committee and
management to develop and successfully implement strategies for us to obtain regulatory approvals for our selected
product candidates more speedily than our competitors.
In
the
field
of
dermatomyositis
(DM),
physical
therapy,
exercise
and
medication
including
corticosteroids,
immunosuppressants or recently immunoglobulin treatment are typically used to treat DM. Treatment of this disease has
relied for many years on off-label medication. Additionally, in 2021 the FDA approved immunoglobulin treatment Octagam®,
based on the Phase 3 ProDerm trial of Octapharma.
In the field of systemic lupus erythematosus (SLE), corticosteroids, antimalarials and immunosuppressants are commonly
used to control lupus disease activity. Only two products are approved to treat SLE, both as add-on to standard therapy:
Belimumab (Benlysta®) (anti-BAFF) from GSK and recently anifrolumab (Saphnelo®) (anti-IFN) from Astra Zeneca. There are
currently over 10 products in Phase 3 development for SLE, of which the minority are oral – deucravacitinib (SotyktuTM)
(TYK2) from BMS, upadacitinib (JAK) from Abbvie and cenerimod (S1P1) from Idorsia/Viatris.
In the field of hematologic malignancies, such as Non-Hodgkin’s Lymphoma (NHL), Chronic Lymphocytic Leukemia (CLL)
and Multiple Myeloma (MM), there are many approved therapies or therapies in development (including but not limited to
chemotherapy, BTKi, antibodies, bispecific antibodies, antibody drug conjugates, CAR-Ts, cytokines, NK and T-cell engagers,
etc.) and many different types of cell therapy in development (allogeneic/autologous, T/NK/CAR-NK, TIL, TCR-T, dendritic,
etc.). As a consequence, we are operating in a highly competitive, and rapidly evolving environment. New technologies
and therapies such as in vivo modification of immune cells may further disrupt this market in the mid-to-long-term. Seven
CAR T treatments have been approved for hematological cancers in Europe and/or U.S.: Novartis’ Kymriah® (CD19 CAR T),
Gilead/Kite’s Yescarta® (CD19 CAR T), and Tecartus® (CD19 CAR T), J&J’s Carvykti® (BCMA CAR T) BMS’ Breyanzi® (CD19 CAR
T) Abecma® (BCMA CAR T), and Autolus’ Aucatzyl® (CD19 CAR-T).
In the manufacturing space, many of our competitors are also working to simplify and expedite the manufacture of
next-generation CAR-T and other cell therapies. Innovation in the manufacturing space broadly falls into two separate
concepts: (i) novel manufacturing hardware (e.g. Miltenyi’s CliniMACS Prodigy, Cellares’ Cell Shuttle etc.) and (ii) novel
manufacturing processes (e.g. Novartis’ T-Charge, AstraZeneca/Gracell’s FasTCAR, or BMS’ NEX-T). Again, as a consequence,
we are operating in a highly competitive arena, with potential major market disruption possible in the mid-to long-term.
Additionally, these third parties compete with us in recruiting and retaining qualified scientific and management personnel,
establishing clinical trial sites and patient registration for clinical trials, as well as in acquiring technologies complementary
to, or necessary for, the development of our product candidates. If we, our product candidates or our technology platforms
do not compete effectively, it is likely to have a material adverse effect on our business, financial condition and results of
operation.
In January 2025, we announced our intent to separate our business into two independent, publicly traded companies.
Reference is made to the explanatory note regarding the proposed separation. The proposed separation is subject to
various risks and uncertainties and may not be completed on the terms or timeline that we announced, or at all. The
proposed separation is subject to Belgian law and the satisfaction of customary conditions, including receipt of Belgian
rulings as to the tax-free nature of the proposed separation and the approval of our shareholders at an Extraordinary
Shareholders’ Meeting. The failure to satisfy any of these conditions could delay the completion of the proposed separation
for a significant period of time or prevent it from occurring at all, or cause it to occur on terms and conditions that are
different or less favorable than expected. The intended will involve significant time, effort and expense, which could harm
our business, results of operations and financial condition.
Risks Related to Our Organization, Structure and Operation
The proposed separation of our business
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Even if the proposed separation is completed, the anticipated operational, financial, strategic and other benefits of the
separation may not be achieved. Our operational and financial profile, including our capital structure, will change, and we
will face new risks, and may be more vulnerable to changing market conditions. We cannot predict the prices at which our
ADSs and ordinary shares may trade after the proposed separation. It is possible that our shareholder base will change
significantly for a variety of reasons. For example, some of our shareholders may not believe that our remaining businesses
or our level of market capitalization fits their investment objectives.
Additionally, the intended separation may potentially trigger adverse U.S. Federal Income Tax consequences for U.S.
shareholders.
Our future success depends on our ability to retain the members of our Executive Committee, and to attract, retain and
motivate qualified personnel to develop our business if we expand into the fields that will require additional skills and
expertise, including oncology. If we are not successful in attracting and retaining highly qualified personnel, we may not
be able to achieve our objectives and successfully implement our business strategy, which could have a material adverse
effect on our business and prospects. Attractive development and training programs, adequate remuneration and incentive
schemes, and a safe and healthy work environment mitigate this risk as they, among others, induce valuable qualified
personnel to continue their employment or services with our business.
We expect that if we continue to build our development and medical organizations in the therapeutic area oncology, we will
require significant additional investment in personnel, management and resources. Our ability to achieve our research and
development objectives depends on our ability to respond effectively to these demands, expand our internal organization,
systems, controls and facilities to accommodate additional anticipated growth, and upon our management developing and
implementing strategies for our business to realize these objectives. If we are unable to manage our growth effectively, our
business could be harmed and our ability to execute our business strategy could suffer.
We have limited experience in the field of oncology, and continue to build our therapeutic area of oncology. We expect
to invest significant financial and management resources to continue to build these capabilities and to establish such
therapeutic area within our business. In June 2022, we acquired CellPoint and AboundBio with the aim to enter the space
of oncology. Through such acquisitions, we believe we reinforced our portfolio by gaining access to an innovative, scalable,
decentralized, functionally-closed and automated cell therapy manufacturing platform as well as fully human antibody-
based therapeutics platform. Cell therapies are novel, complex, and difficult to manufacture, and we may not be successful
in our efforts to develop and commercialize such therapies, in which case our financial condition and results of operation
may be materially adversely affected. The manufacturing processes that we use to produce product and our product
candidates for human therapeutics are complex, novel and have not been validated for commercial use. Several factors
could cause production interruptions, including (without limitation) equipment malfunctions and facility contamination.
The decentralized nature of our manufacturing processes makes such processes more variable and difficult to reproduce
than traditional small molecule chemical compounds or biologics. Problems with the manufacturing process, even minor
deviations from the normal process, could result in product defects or manufacturing failures that can result in lot failure or
product liability claims.
We must have a robust quality management system and team in place to ensure (continued) compliance with current good
laboratory practices, current good manufacturing practices and current good clinical practices. If we are unable to comply
with these practices, this may harm our clinical trials or regulatory process and by extension, our business.
Continuous required successful attracting and retaining qualified
personnel
Potential product or product candidates manufacture and production
issues
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Our, our third party partners’ or vendors’, information technology systems and networks could face serious disruptions
or suffer security breaches, incidents or compromises that could adversely affect our business. We rely on both internal
information technology (IT) systems and networks, and those of third parties and their vendors, to process and store
confidential and sensitive data, including confidential research, business plans, financial information, intellectual property,
patient data, customer data and personal data that may be subject to legal protection. The extensive information security
and cybersecurity threats, which affect companies globally, pose a risk to the security and availability of these IT systems
and networks, and the confidentiality, integrity, and availability of confidential and sensitive data.
We continuously assess these threats and make investments to enhance internal protection, detection, and response
capabilities, as well as to enhance our third party providers’ capabilities and controls to address this risk.
However, because of the frequently changing attack techniques, along with the increased volume and sophistication of
the attacks, there is the potential risk for us to be adversely impacted. Although we have invested time and resources
in the protection of its information technology and other internal infrastructure systems, we and our vendors, like other
companies in the industry, have experienced non-material attacks from time to time, and we and our vendors may
experience other such attacks in the future.
The impact of security breaches and significant disruption in the availability of our information technology and networks
could result in reputational, competitive, operational or other business harm, financial costs, litigation (including class
action claims), regulatory action (for example, investigations, fines, penalties, audits and inspections), as well as
interruptions in our collaborations with our partners, and delays in our research, development work, regulatory approval
efforts and other work.
We have to comply with applicable data privacy laws, including the European General Data Protection Regulation (GDPR)
and U.S. state laws, which, among others, imposes strict obligations and restrictions on the collection and use of personal
data. In the ordinary course of our business, we collect and store sensitive data. Many third-party vendors that support our
business processes also have access to and process personal data. Although we have taken preventative measures and set
up procedures regarding data processing, data breaches, loss of data and unauthorized access could still occur. These could
result in legal claims or proceedings, liability under laws that protect the privacy of personal information, including the
GDPR, and significant regulatory penalties, disrupt our operations and damage our reputation. Any of the foregoing could
materially harm our business, prospects, financial condition, and results of operation.
Despite our efforts to monitor social media and comply with applicable rules, there is a risk that the use of social media
by us or our employees to communicate about our drug candidates or business may cause us to be found in violation of
applicable requirements. In addition, our employees may knowingly or inadvertently make use of social media in ways that
may not comply with our social media policy or other legal or contractual requirements, which may give rise to liability, lead
to the loss of trade secrets or other intellectual property, or result in public exposure of sensitive information. Furthermore,
negative posts or comments in social media could seriously damage our reputation, brand image, and goodwill.
We may undertake strategic acquisitions in the future and any difficulties from integrating such acquisitions could adversely
affect our share price, operating results and results of operations. We may acquire companies, businesses and products that
complement or augment our existing business. As our programs may require the use of property rights held by third parties,
the growth of our business will likely depend in part on our ability to acquire, license-in or use these proprietary rights. We
Information technology systems
Potential non-compliances with evolving privacy and data protection
laws and requirements
New risks and challenges connected to increasing social media usage
Strategic acquisitions can result in integrating difficulties, or may not
realize the intended advantages
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may be unable to acquire or in-license any third-party proprietary rights that we identify necessary for our drug candidates,
for whatsoever reason. We may not be able to integrate any acquired business successfully or operate any acquired business
profitably. Integrating any newly acquired business could be expensive and time-consuming. Integration efforts often take a
significant amount of time, place a significant strain on managerial, operational and financial resources, result in loss of key
personnel and could prove to be more difficult or expensive than we predict. As part of our efforts to acquire companies,
business or product candidates or to enter into other significant transactions, we conduct business, legal and financial
due diligence with the goal of identifying and evaluating material risks involved in the transaction. Despite our efforts, we
ultimately may be unsuccessful in ascertaining or evaluating all such risks and, as a result, might not realize the intended
advantages of the transaction.
Our business and operations are subject to numerous human rights, corruption, environmental, sustainability, health &
safety laws and regulations. On the basis of our activities and the requirement to use hazardous materials, we could incur
significant costs and reputational loss associated with civil and criminal fines and penalties. Although we maintain workers’
compensation insurance, this may not provide adequate coverage against potential claims and liabilities.
Additionally, we may incur substantial costs in order to comply with the existing and future Sustainability and ESG
regulations or permitting requirements. At the date of this report, we are subject to the EU’s Corporate Sustainability
Reporting Directive (CSRD). We are required to report on a broad range of sustainability KPI’s and to formulate long-term
ESG targets, policy and strategic plans under a double materiality principle. These current, continuously evolving, and
future laws, regulations and permitting requirements may impair our business, and failure to comply with them can result
in substantial fines, penalties or other sanctions.
If we are unable to use tax loss carryforwards to reduce future taxable income or benefit from favorable tax legislation,
our business, results of operations and financial condition may be adversely affected. We may incur unexpected tax
charges, including penalties, due to the failure of tax planning or due to the challenge by tax authorities on the basis of
transfer pricing. Any changes to Belgian and international taxation legislation or the interpretation of such legislation by tax
authorities may adversely affect our activities, financial situation and results. Such potential changes and their impact are
monitored carefully by our management and advisors.
In view of the proposed separation, SpinCo is expected also to be subject to the abovementioned risk.
Being active in research and development in Belgium, France and the Netherlands, we have benefited from certain research
and development incentives. If the Belgian, the French or the Dutch governments decide to eliminate, or reduce the scope
or the rate of, the research and development incentive benefits, either of which they could decide to do at any time, our
results of operations could be adversely affected.
As a company active in research and development in Belgium, we also expect to benefit from the “innovation income
deduction” in Belgium. The innovation income deduction regime allows net profits attributable to revenue from among
others patented products (or products for which the patent application is pending) to be taxed at a lower effective rate than
other revenues. The effective tax rate can thus be reduced down to 3.75%. At December 31, 2024 we had €534.4 million of
carry-forward innovation income deduction in Belgium.
Impact of Sustainability or Environmental Social Governance (ESG)
regulations and potential impact or exposure
Impact of tax legislative changes and exposure to tax liabilities
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156
Our inability to qualify for the abovementioned advantageous tax regimes, as well as the introduction of the minimum
taxable base and any other future adverse changes of Belgian tax legislation, may adversely affect our business, results of
operations and financial condition.
We have received several technological innovation grants to date from an agency of the Flemish government to support
various research programs and technological innovation in Flanders. If we fail to comply with our contractual obligations
under the applicable technological innovation grant agreements, we could be forced to repay all or part of the grants
received, which could adversely affect our ability to finance our research and development projects.
Our business and financial performance may be adversely affected by changes in legislation and regulations. New laws or
amendments to existing laws, including those related to tax policy, trade tariffs, and regulatory compliance, could increase
operational costs, alter market conditions, or impose additional compliance requirements. These changes may impact our
strategic decisions and our business.
We annually establish a detailed budget that is submitted to the Board of Directors for review and approval. Our
performance compared to the budget is continuously monitored by our Executive Committee, and is discussed with the
Board of Directors at least once per quarter. For the establishment of our financial information, we have processes and
methods in place that enable the preparation of non-consolidated and consolidated financial statements for our annual
and quarterly reporting. Our management reporting systems – which include an advanced integrated Enterprise Resource
Planning (ERP system) – secure the generation of consistent financial and operational information, allowing management
to follow-up our performance on a daily basis.
The occurrence of unforeseen or catastrophic events, including extreme weather events and other acts of god or natural
disasters, man-made disasters, electricity or telecommunication interruption, geopolitical and other economic and political
events or conditions (such as the armed conflict between Russia and Ukraine or the conflict between Israel and Gaza), or
the emergence of epidemics or diseases, depending on their scale, may cause different degrees of damage to the national
and local economies, and could cause a disruption in our operations and have a material adverse effect on our financial
condition and results of operations. Man-made disasters, epidemics or diseases, and other events connected with the
regions in which we operate could have similar effects. Further, continuing uncertainty around these and related issues
could lead to adverse effects on the economy of the United States and other economies, which could impact our ability to
develop and commercialize our products and raise capital going forward.
Impact of legislative changes
(In)accurate budget and performance
Natural disasters, global conflicts and geopolitical events and their
disruptive effects
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157
We have identified the following major market risks:
According to our current assessment and knowledge, we consider the major risks to be manageable, and our going concern
not to be endangered at the time of the current report. Assuming no further deterioration of the global business, financial,
and regulatory environment, we consider ourselves prepared to meet future challenges.
Market Risks Relating to the Galapagos Shares
Possible volatility of share price
The market price of the shares might be affected by a variety of factors outside management’s control, such as,
without limitation, the global economic situation, the business development of competitors, and sector mergers and
acquisitions; it is difficult to mitigate this risk.
Economic risk due to failure in confidence
General public confidence about future economic conditions or performance of us, our business, or our suppliers or
customers may impact the ability or willingness of others to trade with us.
Dilution through capital increases
Raising additional capital may cause dilution to our existing shareholders. By raising additional capital through capital
increases with cancellation of the preferential subscription rights of our existing shareholders, these shareholders
would be diluted.
Dilution through exercise of subscription right plans
The exercise of existing subscription rights can significantly increase the number of outstanding Galapagos shares.
Inability to distribute dividends
We have a limited operating history, and future profitability cannot be guaranteed. Galapagos NV has significant losses
carried-forward, and will thus not be able to distribute dividends in the near future. This can cause people to refrain
from investing in Galapagos’ shares.
Reputational damage
High ethical standards are maintained throughout the entire organization at all levels. Laws and guidelines are
complied with. Our suppliers are required to adhere to contractual terms which include anti-bribery and anti-corruption
provisions. In addition, our external consultants are required to comply with our Code of Conduct and our Anti-Bribery
and Anti-Corruption Policy.
Belgian law provisions
There are several provisions of Belgian company law and certain other provisions of Belgian law, such as, without
limitation, the obligation to disclose important shareholdings and merger control, that may apply to us, and which
may make an unfriendly tender offer, merger, change in management or other change in control, more difficult.
These provisions could discourage potential takeover attempts that third parties may consider, and thus deprive the
shareholders of the opportunity to sell their shares at a premium (which is typically offered in the framework of a
takeover bid).
General Statement about Galapagos’ Risks
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158
Financial
Statements
Consolidated income statement
Year ended December 31
(thousands of €, except per share data)
2024
2023
Notes
Supply revenues
34,863
-
7
Collaboration revenues
240,786
239,724
7
Total net revenues
275,649
239,724
Cost of sales
(34,863)
-
Research and development expenses
(335,459)
(241,294)
8
Sales and marketing expenses
(17,193)
(5,676)
8
General and administrative expenses
(117,245)
(128,289)
8
Other operating income
40,773
47,272
8
Operating loss
(188,338)
(88,263)
Fair value adjustments and net currency exchange differences
95,795
16,252
10
Other financial income
91,128
80,249
10
Other financial expenses
(1,670)
(2,613)
10
Profit/loss (-) before tax
(3,085)
5,625
Income taxes
1,803
(9,613)
11
Net loss from continuing operations
(1,282)
(3,988)
Net profit from discontinued operations, net of tax
75,364
215,685
5
Net profit
74,082
211,697
Net profit attributable to:
Owners of the parent
74,082
211,697
Basic and diluted earnings per share
1.12
3.21
12
Basic and diluted loss per share from continuing operations
(0.02)
(0.06)
The accompanying notes form an integral part of these financial statements.
Consolidated Financial Statements
Consolidated Statements of Income and
Comprehensive Income/Loss (-)
FINANCIAL STATEMENTS
Galapagos NV Annual Report 2024
160
Consolidated statement of comprehensive income / loss (-)
Year ended December 31
(thousands of €)
2024
2023
Notes
Net profit
74,082
211,697
Items that will not be reclassified subsequently to profit or loss:
Re-measurement of defined benefit obligation
246
(1,037)
23
Fair value adjustment financial assets held at fair value through other
comprehensive income
2,486
-
23
Items that may be reclassified subsequently to profit or loss:
Translation differences, arisen from translating foreign activities
578
392
Realization of translation differences upon sale of foreign operations
4,095
-
Other comprehensive income/loss (-), net of income tax
7,405
(645)
Total comprehensive income attributable to:
Owners of the parent
81,487
211,052
Total comprehensive income attributable to owners of the parent arises from:
Continuing operations
1,764
(4,564)
Discontinued operations
79,723
215,616
Total comprehensive income, net of income tax
81,487
211,052
The accompanying notes form an integral part of these financial statements.
FINANCIAL STATEMENTS
Galapagos NV Annual Report 2024
161
December 31
(thousands of €)
2024
2023
Notes
Assets
Goodwill
70,010
69,557
13
Intangible assets other than goodwill
164,862
127,906
14
Property, plant and equipment
122,898
126,321
15
Deferred tax assets
1,474
1,126
24
Non-current R&D incentives receivables
132,729
141,252
18
Non-current contingent consideration receivable
42,465
-
5
Equity investments
52,941
13,575
16
Other non-current assets
8,708
16,070
17
Non-current financial investments
200,182
-
21
Non-current assets
796,269
495,807
Inventories
51,192
73,978
19
Trade and other receivables
47,476
28,449
20
Current R&D incentives receivables
39,882
37,436
18
Current financial investments
3,053,334
3,517,698
21
Cash and cash equivalents
64,239
166,803
22
Escrow account
41,163
-
5
Other current assets
31,049
15,140
20
Current assets from continuing operations
3,328,335
3,839,504
Assets in disposal group classified as held for sale
11,115
22,085
15/5
Total current assets
3,339,450
3,861,589
Total assets
4,135,719
4,357,396
Equity and liabilities
Share capital
293,937
293,937
23
Share premium account
2,736,994
2,736,994
23
Other reserves
(3,158)
(5,890)
23
Translation differences
3,472
(1,201)
Accumulated losses
(134,306)
(228,274)
Total equity
2,896,939
2,795,566
Consolidated Statements of Financial Position
FINANCIAL STATEMENTS
Galapagos NV Annual Report 2024
162
December 31
(thousands of €)
2024
2023
Notes
Retirement benefit liabilities
2,099
2,293
Deferred tax liabilities
20,660
23,607
24
Non-current lease liabilities
8,243
4,944
25
Other non-current liabilities
33,821
31,570
26
Non-current deferred income
838,876
1,071,193
27
Non-current liabilities
903,699
1,133,607
Current lease liabilities
3,479
4,652
25
Trade and other liabilities
98,877
135,201
26
Current tax payable
249
56
11
Current deferred income
232,476
256,270
27
Current liabilities from continuing operations
335,081
396,179
Liabilities directly associated with assets in disposal group classified as held for
sale
-
32,044
5
Total current liabilities
335,081
428,223
Total liabilities
1,238,780
1,561,830
Total equity and liabilities
4,135,719
4,357,396
The accompanying notes form an integral part of these financial statements.
FINANCIAL STATEMENTS
Galapagos NV Annual Report 2024
163
(thousands of €)
2024
2023
Notes
Net profit of the year
74,082
211,697
Adjustment for non-cash transactions
(4,909)
99,291
29
Adjustment for items to disclose separately under operating cash flow
(89,644)
(65,763)
29
Adjustment for items to disclose under investing and financing cash flows
(76,239)
(16,688)
29
Change in working capital other than deferred income
(61,445)
(31,373)
29
Cash used for other liabilities related to the disposal of subsidiaries
(3.598)
-
5
Decrease in deferred income
(255,508)
(661,062)
27
Cash used in operations
(417,261)
(463,898)
Interest paid
(689)
(3,809)
Interest received
97,518
69,907
Corporate taxes received/paid (-)
406
(8,170)
Net cash flow used in operating activities
(320,026)
(405,970)
Purchase of property, plant and equipment
(16,720)
(18,706)
Purchase of and expenditure in intangible fixed assets
(65,390)
(567)
14
Proceeds from disposal of property, plant and equipment
3
2,426
Purchase of financial investments
(3,349,406)
(3,390,178)
21
Investment income received related to financial investments
29,498
14,765
21
Sale of financial investments
3,668,441
3,484,411
21
Cash out from the disposal of subsidiaries, net of cash disposed of
(8,949)
-
5
Cash out from acquisition of subsidiaries, net of cash acquired
-
(7,000)
Acquisition of financial assets held at fair value
(36,880)
(13,965)
16
Net cash flow generated from investing activities
220,597
71,186
Payment of lease liabilities
(4,924)
(6,771)
25
Proceeds from capital and share premium increases from exercise of subscription
rights
-
1,770
23
Net cash flow used in financing activities
(4,924)
(5,001)
Decrease in cash and cash equivalents
(104,353)
(339,785)
Consolidated Cash Flow Statements
FINANCIAL STATEMENTS
Galapagos NV Annual Report 2024
164
(thousands of €)
2024
2023
Notes
Cash and cash equivalents at beginning of year
166,810
508,117
22
Decrease in cash and cash equivalents
(104,353)
(339,785)
Effect of exchange rate differences on cash and cash equivalents
1,782
(1,522)
Cash and cash equivalents at end of the year
64,239
166,810
22
The accompanying notes form an integral part of these financial statements.
(thousands of €)
Share
capital
Share
premium
account
Translation
differences
Other
reserves
Accumul.
losses
Total
On January 1, 2023
293,604
2,735,557
(1,593)
(4,853)
(496,689)
2,526,026
Net profit
211,697
211,697
Other comprehensive income/loss (-)
392
(1,037)
(645)
Total comprehensive income/loss (-)
392
(1,037)
211,697
211,052
Share-based compensation
56,718
56,718
Exercise of subscription rights
333
1,437
1,770
On December 31, 2023
293,937
2,736,994
(1,201)
(5,890)
(228,274)
2,795,566
On January 1, 2024
293,937
2,736,994
(1,201)
(5,890)
(228,274)
2,795,566
Net profit
74,082
74,082
Other comprehensive income
4,673
2,732
7,405
Total comprehensive income
4,673
2,732
74,082
81,487
Share-based compensation
19,886
19,886
On December 31, 2024
293,937
2,736,994
3,472
(3,158)
(134,306)
2,896,939
The accompanying notes form an integral part of these financial statements.
Consolidated Statements of Changes in Equity
FINANCIAL STATEMENTS
Galapagos NV Annual Report 2024
165
Galapagos NV is a limited liability company incorporated in Belgium and has its registered office at Generaal De Wittelaan
L11 A3, 2800 Mechelen, Belgium. In the notes to the consolidated financial statements, references to “we”, “us,” “the group”
or “Galapagos” include Galapagos NV together with its subsidiaries. We refer to note 33 for a list of consolidated companies.
We are a global biotechnology company with operations in Europe and the US dedicated to developing medicines focusing
on oncology and immunology.
The components of the result presented in the financial statements include the results of the companies mentioned in
note 33 Consolidated companies as of December 31, 2024.
Our operations had 704 employees on December 31, 2024 (as compared to 1,123 employees on December 31, 2023, of
which 646 employees working in our continuing operations) mainly working in our operating facilities in Mechelen (the
Belgian headquarters), the Netherlands, France, Switzerland and the United States.
On January 31, 2024 we announced that we successfully completed the transfer of the Jyseleca® business to Alfasigma,
including the European and UK Marketing Authorizations, the commercial, medical and development activities for
Jyseleca® and approximately 400 positions in 14 European countries. The transfer of our Jyseleca® business has been
determined to meet the criteria to be classified as held for sale and discontinued operations in our financial statements for
the year ended December 31, 2023. We also presented all income statement items fully related to the transferred Jyseleca®
business on a separate line “Net profit from discontinued operations, net of tax” in our consolidated income statement.
We refer to note 33 for a list of the entities included in discontinued operations and to note 5 for more details on the
discontinued operations.
On January 31, 2024, we successfully completed the transaction with Alfasigma for the transfer of the Jyseleca® business.
The transfer included the European and UK Marketing Authorizations, and the commercial, medical affairs and
development activities for Jyseleca®. In connection with the completion of the transaction, approximately 400 of our
positions in 14 European countries transferred to Alfasigma to support business continuity and ongoing patient access for
the Jyseleca® business. We received a €50 million upfront payment plus €9.8 million for cash and working capital. We are
entitled to potential future sales-based milestone payments totaling €120 million and mid-single to mid-double-digit earn-
outs on European sales.
We already contributed €15 million in 2024 to Alfasigma for Jyseleca® related development activities, and will still contribute
€25 million by June 2025.
As part of the transaction, the amended Filgotinib Agreement between us and Gilead has been assigned by us to Alfasigma
and led to the full recognition in revenue of the remaining deferred income related to filgotinib. Only our right to receive
royalties from Gilead on net sales in the Gilead Territory under a separate agreement between Gilead and us entered into in
October 2023, has not been transferred.
On January 31, 2024, we also signed a transition agreement with Alfasigma enacting the responsibilities and services
that will be provided by the parties during a transition period for the transfer of the business. The gradual transfer of our
remaining inventories to Alfasigma is also governed by this agreement.
We refer to note 5 for more details on the discontinued operations.
Notes to the Consolidated Financial Statements
1. General Information
2. Summary of Significant Transactions
Transfer of Jyseleca® business to Alfasigma
FINANCIAL STATEMENTS
Galapagos NV Annual Report 2024
166
On July 14, 2019 we and Gilead announced that we entered into a 10-year global research and development collaboration.
Through this agreement, Gilead gained exclusive access to our innovative portfolio of compounds, including clinical and
preclinical programs and a proven drug discovery platform. At inception of this collaboration in 2019, we received an
upfront payment of €3,569.8 million ($3.95 billion) and a €960.1 million ($1.1 billion) equity investment from Gilead.
We identified the following three performance obligations as part of this collaboration: (i) the transfer of an extended license
on ziritaxestat (GLPG1690) (this performance obligation was satisfied completely in 2019), (ii) the granting of exclusive
access to our drug discovery platform (i.e. the IP, technology, expertise and capabilities) during the collaboration period
and exclusive option rights on our current and future clinical programs after Phase 2 (or, in certain circumstances, the first
Phase 3 study) outside Europe and (iii) an increased cost share from 20/80 to 50/50 on the global development activities of
filgotinib, as a result of the revised license and collaboration agreement.
In the years thereafter (2020 – 2024), the collaboration agreement relating to filgotinib was restated several times (see further
in this chapter).
We however retained the following performance obligations: (i) the granting of exclusive access to our drug discovery
platform (i.e. the IP, technology, expertise and capabilities) during the collaboration period and exclusive option rights on
our current and future clinical programs after Phase 2 (or, in certain circumstances, the first Phase 3 study) outside Europe
and (ii) an increased cost share from 20/80 to 50/50 to 100/0 (for certain agreed activities (“Group A activities”, as defined
below)) until the end of the third quarter of 2023, and to 100/0 since then of the costs of the global development activities
of filgotinib going forward.
This second performance obligation was transferred to Alfasigma on January 31, 2024, when we closed the transaction for
the transfer of the Jyseleca® business to Alfasigma and the (amended and restated) collaboration agreement relating to
filgotinib was assigned to Alfasigma as a consequence thereof.
On January 8, 2025, we announced an intended separation into two entities, in which we would spin out a newly
incorporated company (to be named at a later date, hereinafter “SpinCo” was incorporated on February 14, 2025), which
would focus on building a pipeline of innovative medicines through transformational transactions. We, Galapagos, would
continue to advance our global cell therapy leadership in addressing high unmet medical needs in oncology. In the
framework of the separation, we and Gilead have agreed to amend the existing arrangements between us, as further
described below. This is considered as a non-adjusting subsequent event for our consolidated financial statements for the
year ended December 31, 2024.
Under the option, license and collaboration agreement, we would continue to lead and fund all discovery and development
of our programs autonomously until the end of the relevant Phase 2 clinical trials. After the completion of a qualifying
Phase 2 study (or, in certain circumstances, the first Phase 3 study), Gilead would have the option to acquire an exclusive
commercial license to that program in all countries outside of Europe. If an option would be exercised, Gilead and we
would co-develop the compound and share costs equally. Gilead would maintain option rights to our programs through the
10-year term of the collaboration. For all programs resulting from the collaboration (other than GLPG1972 and GLPG1690),
Gilead would make a $150 million opt-in payment per program and would owe no subsequent milestones. We would
receive tiered royalties ranging from 20 – 24% on net sales of all our products licensed by Gilead in countries outside of
Europe as part of the agreement. For GLPG1972, Gilead declined to exercise its option under the collaboration agreement
in November 2020. In February 2021, the development of GLPG1690 (ziritaxestat) was discontinued.
In January 2025, we agreed with Gilead in the framework of this intended separation, that we will assign the option, license
and collaboration agreement to the newly formed SpinCo as of the effective date of the separation. As of the separation, we
will be released from the collaboration and will have full global development and commercialization rights to our pipeline,
which will no longer be subject to Gilead’s opt-in rights under the option, license and collaboration agreement, subject to
payment of single digit royalties to Gilead on net sales of certain products. The applicable royalty rates will be subject to
customary step-downs and adjustments, such as reductions where there is no patent protection, no regulatory exclusivity,
Gilead collaboration agreement
Terms of the collaboration relating to our drug discovery platform
FINANCIAL STATEMENTS
Galapagos NV Annual Report 2024
167
or in the presence of generic competition. The royalty term will continue until the later of the expiration of the last Galapagos
patent covering the product, the expiration of regulatory exclusivity, or twenty years after the separation date.
In the framework of this intended separation, Gilead has furthermore agreed to waive its rights under the option, license
and collaboration agreement with respect to all of Galapagos' and its affiliates' small molecule research and development
activities and programs. This waiver allows us to wind down, license, divest, partner, or take other similar actions in respect
of the small molecule programs without Gilead's consent or veto. Gilead will not receive any royalties, proceeds, payments,
or other consideration arising from these actions.
Since the revised agreement of December 2020, we assumed all development, manufacturing, commercialization and
certain other rights for filgotinib in Europe. Since January 1, 2021, we bear the full future development costs for certain
studies (defined as “Group A activities”), in lieu of the equal cost split contemplated by the previous agreement. The
50/50 global development cost sharing arrangement continued for certain other studies. All commercial economics on
filgotinib in Europe were transferred to us as of January 1, 2022, subject to payment of tiered royalties of 8% to 15% of
net sales in Europe to Gilead, starting in 2024. In connection with all the amendments to the existing arrangement for the
commercialization and development of filgotinib, Gilead paid us €172.6 million in total in previous years.
Since the amendment of December 2020, we are also no longer eligible to receive any future milestone payments relating
to filgotinib in Europe. Other terms of the original license agreement remained in effect.
On October 30, 2023, we and Gilead agreed to amend the Filgotinib Agreement by terminating the existing 50/50 global
development cost sharing arrangement with us bearing the costs going forward, and to terminate our obligation to pay
tiered royalties to Gilead on net sales of Jyseleca® in Europe, in addition to other amendments.
Effective January 31, 2024, following the closing of the transaction between us and Alfasigma for the transfer of the
Jyseleca® business, we assigned our rights and obligations under the filgotinib collaboration to Alfasigma, except for our
right to receive royalties from Gilead on net sales in the Gilead Territory under a separate agreement between Gilead and us
entered into in October 2023.
Gilead remains responsible for commercial activities outside of Europe.
As part of the research and development collaboration of 2019 Gilead also entered into a share subscription agreement with
us. Gilead’s equity investment consisted of a subscription for new Galapagos shares. This equity subscription took place
at closing of the transaction, on August 23, 2019 and increased Gilead’s stake in Galapagos from approximately 12.3% to
22.04% of the then issued and outstanding shares in Galapagos.
In addition, the Extraordinary General Meeting of Shareholders of October 22, 2019 approved the issuance of Warrant A and
initial Warrant B allowing Gilead to further increase its ownership of Galapagos to up to 29.9% of the company’s issued
and outstanding shares. On November 6, 2019, Gilead exercised Warrant A and increased its ownership in Galapagos to
25.10% of the then outstanding shares. The initial Warrant B had a term of five years and an exercise price per share equal
to the greater of (i) 120% multiplied by the arithmetic mean of the 30-day daily volume weighted average trading price of
Galapagos’ shares as traded on Euronext Brussels and Euronext Amsterdam, and (ii) €140.59, and expired on August 23,
2024. Subsequent Warrant B was approved by the Extraordinary General Meeting of Shareholders of April 30, 2024. This
warrant has substantially similar terms, including as to exercise price, to the initial Warrant B. This subsequent Warrant B
will expire five years after the date that the warrant is issued. On December 31, 2024 the value of the subsequent Warrant B
amounted to €0.01 million.
Gilead’s ownership amounted to 25.35% at December 31, 2024.
Revised filgotinib collaboration
Terms of the equity investment
FINANCIAL STATEMENTS
Galapagos NV Annual Report 2024
168
In January 2025, we agreed with Gilead to amend the share subscription agreement in the framework of the intended
separation, whereby the share subscription agreement, as amended, will be assigned to the newly formed SpinCo as of the
effective date of the separation.
At the time of separation, Gilead will hold approximately 25% of the outstanding shares in both Galapagos and SpinCo. A
lock-up will apply to the shares of Gilead in Galapagos until the earlier of: (i) the termination of the separation agreement,
the failure to satisfy the conditions precedent by December 31, 2025 or such other date as the parties may agree in writing
(the "Long Stop Date"), or the separation having not occurred by the Long Stop Date, (ii) the date that is six months after
the completion of a qualifying equity financing by Galapagos, or (iii) March 31, 2027. A lock-up will also apply to the shares
of Gilead in SpinCo until six months following the separation. Each lock-up is subject to certain customary exceptions and
early termination provisions.
The outstanding warrant held by Gilead that was issued on April 30, 2024 will be adjusted at the occasion of the separation,
and split into a warrant for Galapagos shares and a warrant for SpinCo shares.
The transaction price is currently composed of a fixed part, being non-refundable upfront and license fees and a variable
part, being milestone payments, sales based milestones and sales based royalties, and cost reimbursements for R&D
activities delivered. Milestone payments are included in the transaction price of the arrangement to the extent that it is
highly probable that a significant reversal of revenue will not occur. Milestone payments received from Gilead are recognized
in revenue over time till the end of the development plan. Sales based milestones and sales based royalties are also part of
the arrangement and are recognized as revenues at a point in time at the moment they occur.
The €4.0 billion upfront consideration per December 31, 2024 originates from our initial filgotinib collaboration with Gilead
from 2015 (€275.6 million), €3.6 billion from the initial allocation of the total upfront consideration received through the 2019
collaboration (see beginning of this section) and €172.6 million resulting from amendments to our filgotinib collaboration
in 2020 (€160.0 million) and to the DIVERSITY study in 2021 (€12.6 million). We refer to our previous years financial
statements for more detailed information.
The below table summarizes the changes in the transaction price during 2024 of our collaboration with Gilead:
(thousands of €)
December 31,
2023
Other movements
in 2024
December 31,
2024
Upfront consideration
4,018,016
4,018,016
Milestones achieved
212,601
212,601
Royalties
40,176
10,604
50,780
Impact initial valuation of share subscription agreement
124,604
124,604
4,395,397
10,604
4,406,001
Less:
Warrant issuance liabilities
Warrant A
(43,311)
(43,311)
Initial Warrant B
(2,545)
(2,545)
Subsequent Warrant B
(54)
45
(9)
4,349,487
10,649
4,360,136
Allocation to performance obligations
Ziritaxestat (terminated)
666,967
666,967
Filgotinib (discontinued operations)(1)
1,381,644
10,604
1,392,248
Drug discovery platform (10 years)
2,300,876
45
2,300,921
(1) With regard to the additional consideration received as a result of the Option, License and Collaboration agreement (July 14, 2019) allocated to the filgotinib performance
obligation, we assumed the existence of a significant financing component estimated to €44.5 million as of December 31, 2019 reflecting the time value of money on the estimated
recognition period. This financing component was reassessed to €39.8 million on December 31, 2023 and to €39.3 million on January 31, 2024, the date of transfer of the contract
to Alfasigma.
Evolution of the total transaction price
FINANCIAL STATEMENTS
Galapagos NV Annual Report 2024
169
On May 30, 2024, we entered into a clinical collaboration agreement with an option to exclusively license Adaptimmune’s
next-generation TCR T-cell therapy (uza-cel) targeting MAGE-A4 for head & neck cancer and potential future solid tumor
indications, using our decentralized cell manufacturing platform. Under the terms of the Collaboration and Exclusive
License Agreement, we paid an upfront exclusivity payment of $70.0 million and $15.0 million in R&D funding to
Adaptimmune at signing of the collaboration agreement on May 30, 2024. A further $15.0 million in R&D funding will follow
subject to the start of dosing in the proof-of-concept trial. Adaptimmune will be responsible for the clinical proof-of-concept
trial in head & neck cancer and the supply of the vector for the manufacturing of uza-cel. We will be responsible for the
delivery of fresh uza-cel product for the head & neck cancer proof-of-concept trial using our innovative, decentralized cell
therapy manufacturing platform.
We
capitalized
the $70.0 million as
intangible
asset
and
amortize
it
over
the
expected
exclusivity
period.
The $15.0 million has been recognized as deferred expense and will gradually be released in R&D expenses over the R&D
period.
Clinical collaboration agreement with Adaptimmune
FINANCIAL STATEMENTS
Galapagos NV Annual Report 2024
170
Our material accounting policies are summarized below.
The consolidated financial statements are prepared in accordance with the IFRS Accounting Standards, as adopted by the
EU. The consolidated financial statements provide a general overview of our activities and the results achieved. They give a
true and fair view of our financial position, our financial performance and cash flows, on a going concern basis.
The consolidated financial statements are presented in Euros, which is also our functional currency. Amounts are rounded
to the nearest thousand, unless otherwise stated.
The consolidated financial statements have been prepared on a historical costs basis, except for the following items :
New standards and interpretations applicable for the annual period beginning on January 1, 2024 did not have a material
impact on our consolidated financial statements.
A number of new standards are effective for annual periods beginning on or after January 1, 2025 with earlier adoption
permitted. However, we have not early adopted new or amended standards in preparing our consolidated financial
statements. We are currently still assessing the impact of these new accounting standards and amendments that are not yet
effective but we expect no standard to have a material impact on our financial statements in the period of initial application,
except for the effect of IFRS 18 as mentioned below.
The following amendments are effective for the period beginning January 1, 2025:
The following amendments are effective for the period beginning January 1, 2026:
The following amendments are effective for the period beginning January 1, 2027:
We are currently assessing the effect of these new accounting standards and amendments.
3. Material Accounting Policies
Basis of preparation and going concern assumption
Financial instruments – fair value through profit or loss
Financial instruments – fair value through other comprehensive income
Contingent consideration
Net defined benefit liability
Cash settled share-based payment liabilities
New standards and interpretations applicable for the annual period beginning on
January 1, 2024
Standards and interpretations published, but not yet applicable for the annual
period beginning on January 1, 2024
Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability
Amendments to IFRS 9 and IFRS 7: Classification and Measurement of Financial Instruments
Annual Improvements: Volume 11
Amendments to IFRS 9 and IFRS 7: Contracts Referencing Nature-dependent Electricity
IFRS 18: Presentation and Disclosure in Financial Statements
IFRS 19: Subsidiaries without Public Accountability: Disclosures
FINANCIAL STATEMENTS
Galapagos NV Annual Report 2024
171
IFRS 18 Presentation and disclosure in Financial Statements, which was issued by the IASB in April 2024 supersedes IAS 1
and will result in major consequential amendments to IFRS Accounting Standards including IAS8 Basis of Preparation
of Financial Statements (renamed from Accounting Policies, Changes in Accounting Estimates and Errors). Even though
IFRS 18 will not have any effect on the recognition and measurement of items in the consolidated financial statements,
it is expected to have a significant effect on the presentation and disclosure of certain items. These changes include
categorization and sub-totals in the statement of profit or loss, aggregation/disaggregation and labelling of information,
and disclosure of management-defined performance measures.
IFRS 19 doesn't apply to Galapagos NV as it is a parent.
Business combinations are accounted for using the acquisition method. In the statement of financial position, all
identifiable assets, liabilities and contingent liabilities are initially recognized at their fair value at the acquisition date.
The results of acquired operations are included in our consolidated income statement from the date on which control
is obtained. Any contingent consideration to be transferred by us will be recognized at fair value at the acquisition date.
Subsequent changes to the fair value of the contingent consideration, which is deemed to be an asset or liability, will
be recognized in our consolidated income statement. The excess of the fair value of the total purchase consideration
transferred over the fair value of the acquired assets and assumed liabilities is recognized as goodwill. The valuations in
support of fair value determinations are based on information available at the acquisition date. Acquisition related costs are
expensed as incurred.
Any contingent consideration to be transferred by us in relation to businesses acquired are linked to milestone payments
and are initially recognized at fair value as a financial liability. They are adjusted for the probability of their likelihood of
payment and are appropriately discounted to reflect the impact of time.
Changes in the fair value of these contingent consideration liabilities in subsequent periods are recognized in our
consolidated income statement on the line “other operating income/expense”. The effect of unwinding the discount over
time is recognized on the line “other financial expenses”.
Contingent amounts payable or paid by us to former shareholders of acquired companies, who continue to be employed
by us, but which would be automatically forfeited (or become repayable) upon termination of employment before a specific
date, are classified as remuneration for post-combination services in our consolidated income statement. These cash-
settled contingent amounts are recognized in accordance with IAS 19 and are recorded in the balance sheet on the lines
“other (non-) current assets” and “other non-current/trade and other liabilities” depending on the timing of the payment
by us.
Goodwill is initially measured as the excess of the total purchase consideration transferred and the fair value of the acquired
assets and assumed liabilities. Subsequently, goodwill is stated at cost less impairments.
As goodwill is considered to have an indefinite life, it is tested for impairment at least once a year (at each year-end), and
whenever there is an indication that it may be impaired, by comparing its carrying amount with its recoverable amount.
Any impairment costs are recorded in our consolidated income statement on the line “Other operating income/expense”.
Business combinations
Goodwill
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Galapagos NV Annual Report 2024
172
Expenditure on research activities is recognized as an expense in the period in which it is incurred.
An internally generated intangible asset arising from our development activities is recognized only if all of the following
conditions are met:
The amount capitalized as internally generated intangible assets is the sum of the development costs incurred as of the
date that the asset meets the conditions described above. Because of risks and uncertainties inherent to the regulatory
authorizations and to the development process itself, management estimates that the conditions for capitalization are not
met until we obtain regulatory approval from the competent authorities.
Currently we recognize all development costs as an expense in the period in which they are incurred, even for approved
products because they do not generate separately identifiable incremental future economic benefits that can be reliably
measured.
Acquired in-process research and development obtained through in-licensing agreements, business combinations,
collaboration agreements or separate acquisitions are capitalized as an intangible asset provided that they are separately
identifiable, controlled by us and expected to provide economic benefits. As the probability criterion in IAS 38 is always
considered to be satisfied for separately acquired research and development assets, upfront and milestone payments
to third parties for products or compounds for which regulatory approval has not yet been obtained are recognized as
intangible assets. We consider such intangible assets as not yet available for use until the moment that the underlying
asset is approved and commercially launched. Amortization will commence when the underlying asset is approved for
commercialization and the asset will be amortized over its useful life.
Intangible assets may also consist of upfront fees paid to third party institutions in exchange for an option to negotiate a
license to any of the third party’s rights in technology resulting from the collaboration. The upfront fee paid in exchange for
this option is capitalized as intangible asset and amortized over the expected duration of the option.
Exclusivity contracts and technology acquired through business combinations are valued independently as part of the fair
value of the businesses acquired and are amortized over their estimated useful lives. The estimated useful life is based on
the lower of the contract life or the economic useful life.
In the event an asset has an indefinite life, this fact is disclosed along with the reasons for being deemed to have an
indefinite life. Intangible assets with an indefinite useful life and intangible assets which are not yet available for use are
tested for impairment annually, and whenever there is an indication that the asset might be impaired.
Acquired software is recognized at cost less accumulated amortization and any impairment loss. Amortization is recognized
so as to write off the cost of assets over their useful lives (generally between 3 and 5 years), using the straight-line method.
Intangible assets other than goodwill
Technically feasible to complete the intangible asset so that it will be available for use or sale
We have the intention to complete the intangible assets and use or sell it
We have the ability to use or sell the intangible assets
The intangible asset will generate probable future economic benefits, or indicate the existence of a market
Adequate technical, financial and other resources to complete the development are available
We are able to measure reliably the expenditure attributable to the intangible asset during its development.
(i) Internally generated intangible assets
(ii) Licenses, rights, technology and in-process research and development
(iii) Software and databases
FINANCIAL STATEMENTS
Galapagos NV Annual Report 2024
173
Contract costs only include success fees that were capitalized in relation to the Gilead agreement of 2019. These costs are
currently amortized on a straight-line basis over a period of 10 years, reflecting the term of our collaboration with Gilead.
We review at each balance sheet date the carrying amount of our intangible assets to determine whether there is any
indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the
asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash
flows that are independent from other assets, we estimate the recoverable amount of the cash-generating unit to which
the asset belongs. If the recoverable amount of an asset or cash generating unit is estimated to be less than the carrying
amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognized as an
expense immediately.
Property, plant and equipment are recognized at cost less accumulated depreciation and any impairment loss.
Depreciation of an asset begins when it is available for use, ie when it is in the location and condition necessary for it to be
capable of operating in the manner intended by management.
Depreciation is recognized so as to write off the cost of assets over their useful lives, using the straight-line method, on the
following bases:
Land is not depreciated. Leasehold improvements are depreciated over 3 – 10 years, being the term of the lease, unless a
shorter useful life is expected.
The other tangible assets category mainly consists of assets under construction. Assets under construction are not
depreciated.
Any gain or loss incurred at the disposal of an asset is determined as the difference between the sale proceeds and the
carrying amount of the asset and is recognized in profit or loss.
We review at each balance sheet date the carrying amount of our property, plant and equipment to determine whether
there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable
amount of the asset is estimated in order to determine the extent of the impairment loss (if any).
All leases are accounted for by recognizing a right-of-use asset and a corresponding lease liability except for:
Liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value
of the lease payments that are not paid at the commencement date, discounted using the incremental borrowing rate.
Our lease payments generally only include fixed payments and extension option payments if we are reasonably certain to
exercise this option.
(iv) Contract costs
Property, plant and equipment
Buildings: 33 years
Installation & machinery: 3 – 15 years
Furniture, fixtures & vehicles: 4 – 10 years
Leases
Leases of low value assets; and
Leases with a duration of 12 months or less.
FINANCIAL STATEMENTS
Galapagos NV Annual Report 2024
174
After initial recognition, the lease liability is measured at amortized cost using the discount rate determined at
commencement and will be re-measured (with a corresponding adjustment to the related right-of-use asset) when there is
a change in future lease payments, generally in case of reassessment of options.
At the commencement date, the right-of-use assets are measured at cost, comprising the amount of the initial lease liability,
less any lease incentives received from the lessors.
After initial recognition, the right-of-use assets are measured at cost and depreciated based on the lower of their useful
economic life or the contractual lease term on a straight-line basis. The right-of-use assets will be adjusted for any re-
measurements of the lease liability as a result of lease modifications. The right-of-use assets are subject to impairment
testing if there is an indicator for impairment, as for property, plant and equipment. The right-of-use assets are presented in
the statement of financial position under the caption “Property, plant and equipment” and the lease liabilities are presented
as current and non-current lease liabilities.
Inventories consist of raw materials, semi-finished products and finished products. These inventories are initially recognized
at cost, and subsequently at the lower of cost and net realizable value. Cost comprises all costs of purchase, conversion
costs and transportation costs, and is determined using the FIFO-method.
Financial assets and financial liabilities are recognized on our balance sheet when we become a party to the contractual
provisions of the instrument.
Financial assets are initially recognized either at fair value or at their transaction price. All recognized financial assets are
subsequently measured at either amortized cost or fair value under IFRS 9 on the basis of both our business model for
managing the financial assets and the contractual cash flow characteristics of the financial asset.
A financial asset is classified as current when the cash flows expected to flow from the instrument mature within one year.
We derecognize a financial asset when the contractual rights to the cash flows from the asset expire, or we transfer the rights
to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards
of ownership of the financial asset are transferred.
Inventories
Financial instruments
(i) Financial assets
a financial asset that (i) is held within a business model whose objective is to collect the contractual cash flows and (ii)
has contractual cash flows that are solely payments of principal and interest on the principal amount outstanding is
measured at amortized cost (net of any write down for impairment), unless the asset is designated at fair value through
profit or loss (FVTPL) under the fair value option;
a financial asset that (i) is held within a business model whose objective is achieved both by collecting contractual cash
flows and selling financial assets and (ii) has contractual terms that give rise on specified dates to cash flows that are
solely payments of principal and interest on the principal amount outstanding, is measured at fair value through other
comprehensive income (FVTOCI), unless the asset is designated at FVTPL under the fair value option;
all other financial assets are measured at FVTPL.
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Galapagos NV Annual Report 2024
175
Until December 31, 2023, equity investments were classified as fair value through profit or loss (FVPL), unless we made
an irrevocable election at initial recognition for certain non-current equity investments to present changes in Other
comprehensive income (FVOCI).
As from January 1, 2024, because of our ongoing business transformation post Jyseleca® divestiture, we changed the
classification of our equity investments. All our existing strategic equity investments have been measured at fair value
through other comprehensive income rather than through profit or loss in 2024. This election is irrevocable and there is no
subsequent reclassification of fair value of gains and losses to profit or loss following the derecognition of the investments
in the future.
The fair value of listed investments is based upon the closing price of such securities on Euronext at each reporting
date. If the fair value is not readily available, the fair value is estimated by management based on the cost of investment
and adjusted as necessary for impairment and revaluations with reference to relevant available information and recent
financing rounds.
Financial assets are designated at fair value through profit or loss if we manage such investments and make purchase
and sale decisions based on their fair value in accordance with the investment strategy. Attributable transaction costs are
recognized in profit or loss as incurred. Financial assets at fair value through profit or loss are measured at fair value, and
changes therein, which take into account any dividend income, are recognized in profit or loss.
Current financial investments include financial assets measured at fair value through profit or loss and may comprise short
term bond funds that have a maturity equal or less than 12 months, and money market funds.
Cash equivalents measured at fair value through profit or loss may comprise bonds and money market funds that are readily
convertible to cash and are subject to an insignificant risk of changes in value.
Receivables are designated as financial assets measured at amortized cost. They are initially measured either at fair value
or at transaction price, in the absence of a significant financing component.
All receivables are subsequently measured in the balance sheet at amortized cost, which generally corresponds to nominal
value less expected credit loss provision.
Receivables mainly comprise trade and other receivables and current/non-current R&D incentives receivables.
The R&D incentives receivables relate to refunds resulting from R&D incentives on research and development expenses in
France and Belgium. This is a grant receivable that is based on annual declarations and is only refunded in case it cannot
be offset by a tax payable. Research and development incentives receivables are discounted over the period until maturity
date according to the appropriate discount rates. We refer to the accounting policy on grants and R&D incentives.
Non-current financial investments measured at amortized cost include term deposits with maturities exceeding twelve
months from the acquisition date.
(a) Financial assets at fair value through other comprehensive income
Equity instruments
(b) Financial assets at fair value through profit or loss
Current financial investments measured at fair value through profit or loss
Cash equivalents measured at fair value through profit or loss
(c) Financial assets at amortized cost
Receivables
Non-current and current financial investments measured at amortized cost
FINANCIAL STATEMENTS
Galapagos NV Annual Report 2024
176
Current financial investments and escrow accounts measured at amortized cost include treasury bills that have a maturity
equal to or less than twelve months and term deposits with maturities exceeding three months however equal to or less
than twelve months from the acquisition date. We apply settlement date accounting for the recognition and de-recognition
of financial investments measured at amortized cost.
Cash and cash equivalents measured at amortized cost mainly comprise of notice accounts and term deposits that are
readily convertible to cash within three months or less, that are subject to an insignificant risk of changes in their value and
that are held for the purpose of meeting short-term cash commitments.
Cash and cash equivalents exclude restricted cash, which is presented in the line other non-current assets in the statement
of financial position.
The impairment loss of a financial asset measured at amortized cost is calculated based on the expected loss model.
For trade receivables, in the absence of a significant financing component, the loss allowance is measured at an amount
equal to lifetime expected credit losses. Those are the expected credit losses that result from all possible default events over
the expected life of those trade receivables.
Impairment losses are recognized in the consolidated income statement.
Financial liabilities are initially measured either at fair value or at their transaction price. Subsequent to initial recognition,
financial liabilities are measured at amortized cost or at fair value.
Financial liabilities measured at amortized cost mainly comprise trade and other liabilities.
Trade and other liabilities are comprised of liabilities that are due less than one year from the balance sheet date and are in
general not interest bearing and settled on an ongoing basis during the financial year. They also include accrued expenses
related to our research and development project costs.
We derecognize a financial liability when our contractual obligations are discharged, cancelled or expire.
Income tax in the profit or loss accounts represents the sum of the current tax and deferred tax.
Current tax is the expected tax payable on the taxable profit of the year. The taxable profit of the year differs from the profit
as reported in the financial statements as it excludes items of income or expense that are taxable or deductible in other
years and it further excludes items that are never taxable or deductible. Our liability for current tax is calculated using tax
rates that have been enacted or substantively enacted by the balance sheet date.
Deferred income tax is provided in full, using the liability-method, on temporary differences arising between the tax bases
of assets and liabilities and their carrying amounts in the financial statements. However, the deferred income tax is not
accounted for if it arises from the initial recognition of an asset or liability in a transaction other than a business combination
that at the time of the transaction affects neither accounting nor taxable profit nor loss.
Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the
balance sheet date and are expected to apply when the related deferred income tax asset is realized or the deferred income
tax liability is settled. Deferred tax assets are recognized to the extent that it is probable that future taxable profit will be
available against which the temporary differences can be utilized. As such, a deferred tax asset for the carry forward of
unused tax losses will be recognized to the extent that is probable that future taxable profits will be available.
Cash and cash equivalents measured at amortized cost
Impairment
(ii) Financial liabilities
Taxation
FINANCIAL STATEMENTS
Galapagos NV Annual Report 2024
177
Revenues to date have consisted principally of collaboration revenues, which consist of milestones, license fees, non-
refundable upfront fees and royalties received in connection with collaboration and license agreements. Starting in 2021 we
also have commercial revenues from the sales of Jyseleca, which are reported as “Product net sales” on the discontinued
operations line in our consolidated income statement.
The revenue recognition policies can be summarized as follows:
We recognize revenue when our customer obtains control of promised goods or services, in an amount that reflects the
consideration that we expect to receive in exchange for those goods or services. To determine revenue recognition for
agreements that we determine are within the scope of IFRS 15, we perform the following five steps:
In our agreements with customers we are mainly transferring licenses on our IP and in some cases this is combined with
access rights and/or providing research and development services and/or cost sharing mechanisms. In some cases our
collaborations also include an equity subscription component. If this is the case, we analyze if the criteria to combine
contracts, as set out by IFRS 15, are met.
Depending on the type of the agreement, there can be one or more distinct performance obligations under IFRS 15. This is
based on an assessment of whether the promises in an agreement are capable of being distinct and are distinct from the
other promises to transfer goods and/or services in the context of the contract. For some of our agreements we combine the
transfer of the license with the performance of research and development activities because we consider that the license is
not capable of being distinct and is not distinct in the context of the contract.
Collaboration and license agreements with our commercial partners for research and development activities generally
include non-refundable upfront fees; milestone payments, the receipt of which is dependent upon the achievement of
certain clinical, regulatory or commercial milestones; license fees, royalties on sales and sometimes reimbursement income
or profits sharing arrangements.
If the license to our intellectual property is determined to be distinct from the other performance obligations identified in
the arrangement, we recognize revenues from non-refundable upfront fees allocated to the license at the point in time the
license is transferred to the customer and the customer has the right to use the license.
For licenses that are bundled with other promises, we utilize judgment to assess the nature of the combined performance
obligation to determine whether the combined performance obligation is satisfied over time or at a point in time. If the
performance obligation is satisfied over time, revenue is recognized based on a pattern that best reflects the transfer of
control of the service to the customer.
A milestone payment is only included in the transaction price to the extent that it is highly probable that a significant
reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable
consideration is subsequently resolved (which is generally only when the milestone is achieved). Where milestone
payments are included in the transaction price we estimate the amount to be included in the transaction price using the
most likely amount method. The transaction price is allocated to each performance obligation on a stand-alone selling
price basis. We recognize revenue as or when the performance obligations under the contract are satisfied. At the end of
each subsequent reporting period, we re-evaluate the probability of achievement of relevant milestones and any related
Revenue recognition
Collaboration revenues
(i) identify the contract
(ii) identify the performance obligations in the contract
(iii) determine the transaction price
(a) License fees or upfront payments
(b) Milestone payments other than sales based milestones
FINANCIAL STATEMENTS
Galapagos NV Annual Report 2024
178
constraint. If necessary we adjust our estimate of the overall transaction price. Any such adjustments are recorded on a
cumulative catch-up basis, which would affect revenue and earnings in the period of adjustment.
Collaboration and license agreements may include reimbursement or cost sharing for research and development services:
such as outsourcing costs and payment for full-time equivalents at contractual rates. R&D services are performed and
satisfied over time given that the customer simultaneously receives and consumes the benefits provided by us.
Such costs reimbursements received are recognized in revenues when costs are incurred and agreed by the parties when
we are acting as a principal in the scope of our stake of the R&D activities. If the later condition is not fulfilled, costs
reimbursements are accounted for as a decrease of the related expenses.
License and collaboration agreements include sales-based royalties, including commercial milestone payments based on
the level of sales, and the license has been deemed to be the predominant item to which the royalties relate. Related
revenue is recognized as the subsequent underlying sales occur.
We allocate the transaction price to each performance obligation identified in the contract based upon stand-alone selling
price. The stand-alone selling price of each performance obligation is estimated by using one of the following methods:
adjusted market assessment approach, the expected cost plus a margin approach or the residual approach. If management
assesses that there is only one single performance obligation, the entire transaction price would be allocated to this
performance obligation.
Revenue is recognized when our customer obtains control of the goods and/or services foreseen in the contracts. The
control can be transferred over time or at a point in time – which results in recognition of revenue over time or at a point in
time.
In case of revenue recognition over time, we use an input model that considers estimates of the percentage of total research
and development costs that are completed each period compared to the total estimated costs (percentage of completion
method) to measure the progress of the satisfaction of the underlying performance obligation (which is the applied method
for the filgotinib performance obligation). In other cases, depending on specific circumstances, we recognize revenue on a
straight-line basis over the estimated term of the performance obligation (which is the applied method for the performance
obligation related to our drug discovery platform).
After completion of the sale of the Jyseleca® business we started to recognize sales of Jyseleca® inventories to Alfasigma as
supply revenues, as part of our continuing operations. These supply revenues are recognized at the point in time when the
control of inventory items transfers to Alfasigma.
Revenue on the sale of Jyseleca® is recorded as “Product net sales” on the discontinued operations line in our consolidated
income statement.
Product net sales is the net amount of revenue recognized resulting from transferring control over our products to our
customer (for example wholesalers and hospitals). Product sales revenue is recognized at a point in time when control of
the goods has transferred to the customer. This is generally when the goods are delivered to the customer depending on
the specific incoterms in the contract with a customer.
The amount of revenue recognized is the amount allocated to the satisfied performance obligation taking into account
variable consideration. The estimated amount of variable consideration is included in the transaction price only to the
(c) Reimbursement income for R&D services
(d) Sales based milestone payments and royalties
(iv) allocate the transaction price to the performance obligations in the contract
(v) recognize revenue when (or as) the entity satisfies a performance obligation
Supply revenues
Product net sales
FINANCIAL STATEMENTS
Galapagos NV Annual Report 2024
179
extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognized will not occur
when the uncertainty associated with the variable consideration is subsequently resolved. Variable consideration that is
included in the transaction price is primarily composed of rebates, discounts, cash discounts and chargebacks granted
to various customers that are part of commercial and governmental contractual arrangements or other reimbursement
programs. Shelf stock adjustments are granted to some of our customers to cover the inventory held by them at the time
of a price decrease becomes effective. A liability is recognized for expected rebates, cash discounts, chargebacks or other
reimbursements payable directly or indirectly to customers in relation to sales made until the end of the reporting period.
The amount of variable consideration is estimated using several elements such as third-party market data, product pricing,
the specific terms in the individual agreements, estimated inventory levels and the shelf life of our product. If actual results
differ, these estimates will be adjusted.
Net sales are presented net of value added tax and other sales related taxes.
Our cost of sales includes primarily the purchase cost of the goods sold and transportation costs.
As we carry out extensive research and development activities, we benefit from various grants and R&D incentives from
certain governmental agencies. These grants and R&D incentives generally aim to partly reimburse (approved) expenditures
incurred in our research and development efforts and are credited to the income statement, under other income, when the
relevant expenditure has been incurred and there is reasonable assurance that the grants or R&D incentives are receivable.
We grant equity-settled incentives to certain employees, members of the Executive Committee and consultants in the form
of subscription rights. Equity-settled subscription rights are measured at fair value at the date of acceptance. The fair value
determined at the acceptance date of the subscription rights is expensed over time until the end of the vesting period, based
on our estimate of subscription rights that are expected to be exercised. Fair value is measured by use of the Black & Scholes
model. The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of
non-transferability, exercise restrictions, and behavioral considerations.
Members of the Executive Committee and other employees are granted RSUs. An RSU is a grant that takes the form of a
promise that employees will receive Galapagos stock in the future and it will be payable, at the company’s discretion in cash
or in shares, upon completion of a certain vesting period. Each RSU reflects the value of one Galapagos share.
The RSUs are measured based on the volume weighted average share price over the 30-calendar day period preceding
the measurement date. We recognize the corresponding expense and liability over the vesting period. The fair value of the
liability is re-measured at each reporting date because currently it is management’s intention to settle the RSUs in cash.
Cost of sales
Other operating income
Grants and R&D incentives
Share-based payments
(i) Equity-settled share-based payments
(ii) Long-term incentive plans in RSUs (Restricted Stock Units)
FINANCIAL STATEMENTS
Galapagos NV Annual Report 2024
180
A discontinued operation is a component of an entity that either has been disposed of, or that is classified as held for sale. It
must either: represent a major separate line of business or geographical area of operations; be part of a single coordinated
disposal plan; or be a subsidiary acquired exclusively with a view to resale.
Intercompany transactions between continuing and discontinued operations are eliminated against discontinuing
operations.
Non-current assets and disposal groups are classified as assets held for sale if their carrying amount is to be recovered
principally through a sale transaction rather than through continuing use. This condition is regarded as met only when
the sale is highly probable and the asset (or disposal group) is available for immediate sale in its present condition. A
transaction is assumed to be highly probable if there are no significant risks of completion of the transaction, which
depends on the specific circumstances but usually required at least an agreed binding term sheet.
They are stated at the lower of carrying amount and fair value less costs to sell with any resulting impairment recognized.
Assets related to discontinued operations and assets of disposal group held for sale are not depreciated.
On October 30, 2023, we signed a letter of intent to transfer our Jyseleca® business to Alfasigma and the final agreement
was signed on December 30, 2023. We classified the assets and the associated liabilities of the Jyseleca® business as held
for sale in our financial statements for the year ended December 31, 2023. The transaction was closed on January 31, 2024.
We refer to note 5 of our consolidated financial statements.
In the application of the accounting policies, we are required to make judgments, estimates and assumptions about the
carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated
assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may
differ from these estimates.
Our estimates and assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the
period in which the estimate is revised if the revision affects only that period or in the period of the revisions and future
periods if the revision affects both current and future periods.
The following are the critical judgments that we have made in the process of applying the accounting policies and the
key sources of estimation uncertainty that have the most significant effect on the amounts recognized in the consolidated
financial statements presented elsewhere in this annual report.
Our critical judgments were as follows:
Despite the recent additional amendment to the collaboration with Gilead for the development of filgotinib (reference is
made to note 2), management judged that all activities are still beneficial for the further development of filgotinib, for which
Gilead still owns the ex-Europe rights. All contract modifications have thus been analyzed following the requirements of IFRS
15 as we concluded that Gilead is still to be considered as a customer. This is also supported by the fact that we concluded
that there continues to be only one performance obligation with respect to filgotinib.
Assets held for sale and discontinued operations
4. Critical Accounting Judgments and Key Sources of Estimation
Uncertainty
Critical judgments in applying accounting policies
IFRS 15 – Revenue recognition of the collaboration with Gilead for the development of
filgotinib (reported within the results from discontinued operations)
Identification of the contract
FINANCIAL STATEMENTS
Galapagos NV Annual Report 2024
181
The recent modifications to the collaboration with Gilead (reference is made to note 2) did not give rise to new performance
obligations. There was only a change in scope and price of the existing filgotinib performance obligation, which was only
partly satisfied at the time of the modification. Based on this, the contract modification has been treated on a cumulative
catch-up basis under IFRS 15.
We assessed that the contract modification only changes the scope of the filgotinib performance obligation and the change
in both fixed and variable consideration is reflective of the updated stand-alone selling price for the remaining activities of
this performance obligation. If we would have concluded that the increased consideration was not, or only partially, related
to the filgotinib performance obligation, the consideration would have been potentially allocated to other performance
obligations in the contract, which would alter the timing of revenue recognition.
The denominator used in the calculation of the percentage of completion reflects our best estimate of our total costs to
complete the filgotinib performance obligation. These costs were assessed considering management’s best estimate of the
design and duration of ongoing and planned clinical trials and the expected closing of the transaction with Alfasigma. As a
result of this transaction, the contract with Gilead relating to filgotinib was transferred to Alfasigma and we were released
from our performance obligation. The remaining costs per December 31, 2023 mainly reflect the costs that we still estimate
to incur before the transfer to Alfasigma.
Management determined that selling the Jyseleca® business represents a “discontinued operation” in accordance with IFRS
5. We assessed that the Jyseleca® business represents a component of the group for which the related operations and
cashflows could be distinguished from the rest of the entity. Jyseleca® is our only commercialized product and represents a
major line of business.
Management assessed that, at December 31, 2023, the sale of the Jyseleca® business to Alfasigma was highly probable. A
letter of intent was signed on October 30, 2023 and included a customary break-up fee in the event that the parties would
not proceed with definitive agreements (share and asset purchase agreement and transition agreement). These definitive
agreements were signed on December 30, 2023 and only included usual and customary closing conditions. Based on this,
we assessed that the sale was highly probable and classified the disposal group as held for sale per December 31, 2023.
Our inventories were not considered to be part of the disposal group held for sale. The inventories will not transfer to
Alfasigma on closing of the sale transaction but will gradually be transferred to Alfasigma over the coming years. In the
meantime, we will bear all risks related to these inventories.
We refer to note 5 for more information about the discontinued operations and disposal group held for sale.
During a certain transition period after the closing of the sale of the Jyseleca® business to Alfasigma on January 31, 2024,
we still performed certain activities for the benefit of Alfasigma, in accordance with the transition agreement.
Our critical judgments were as follows:
Identification of the performance obligation
Allocation of the total transaction price
IFRS 5 – Classification of group of assets/liabilities held for sale (disposal group) and
discontinued operations
Transfer of Jyseleca® business to Alfasigma – transition services
As part of the transition agreement, we agreed to contribute €40.0 million to AlfaSigma for Jyseleca® related
development activities. We concluded that the transition agreement was negotiated as one package together with the
share and asset purchase agreement with Alfasigma, and therefore this contribution was considered as part of the
calculation of the gain on disposal of subsidiaries. We refer to note 5 for more information.
As part of the transition services, we continued to sell the products to end-customers in certain countries during a
transition period. We collected the cash from the customers, but transferred the net profit generated by these sales to
Alfasigma. All of this was done for the benefit and at the risk of Alfasigma. As such we present revenues on a net basis in
our consolidated income statement (within discontinued operations).
FINANCIAL STATEMENTS
Galapagos NV Annual Report 2024
182
The following are the key sources of estimation uncertainty that have the most significant effect on the amounts recognized
in our consolidated financial statements for the year ended December 31, 2024.
The contingent consideration included in the total consideration for the sale of the Jyseleca® business to Alfasigma was
recorded at fair value at the completion date (January 31, 2024) and is updated at each reporting date. The fair value is
based on our best estimate of the expected earn-outs and sales milestones in the future, considering probability adjusted
sales forecasts of Jyseleca® discounted using an appropriate discount rate. The fair value is reviewed at each reporting date
and any changes are reflected in our consolidated income statement, in the line 'Net profit from discontinued operations,
net of tax'.
As there is no active market for any of our equity instruments and most of the companies we invest in are early stage R&D
organizations, we establish the fair value by using other valuation techniques. The fair value is estimated by management
based on the cost of investment and adjusted as necessary for impairment and revaluations with reference to relevant
available information and recent financing rounds. The inputs are categorized as Level 3 inputs.
We refer to note 16 for more information about the equity investments.
Under the terms of the Collaboration and Exclusive License Agreement, we paid an upfront exclusivity payment of
$70.0 million and $15.0 million in R&D funding to Adaptimmune at signing of the collaboration. A further $15.0 million in
R&D funding will follow subject to the start of dosing in the proof-of-concept trial.
We capitalized the $70.0 million as intangible asset (as an exclusive right) and amortize it over the expected exclusivity
period. At each reporting period, we will reassess this period. The expected exclusivity period is depending on the evolution
of the program and any changes thereto can lead to changes in the amortization period.
The $15.0 million has been recognized as deferred expense and will gradually be released in R&D expenses over the R&D
period, which can fluctuate as well overtime, depending on the progress of the program. We refer to note 20 for more
information about the deferred expenses.
Determining whether goodwill is subject to impairment requires an estimate of the recoverable amount of the cash-
generating unit to which the goodwill has been allocated. The calculation of this recoverable amount includes forecasts of
future cash flows of the cash-generating unit (highly dependent upon the probability of success linked to the progress of our
clinical programs) that cover a period of 16 years and an appropriate discount rate is required to calculate present values,
a process which involves estimates. Given that the calculation contains cashflows that go beyond the 5-years horizon it
becomes less verifiable and more assumptions are used. Unexpected events, inherent in the business, can cause that
results are completely different than the ones predicted. These estimates are constantly monitored, and an impairment
test will be performed as soon as there is an impairment indicator and at least annually. The carrying value of goodwill at
December 31, 2024 is €70.0 million (€69.6 million at December 31, 2023).
We refer to note 13 for more information about the goodwill and impairment of goodwill.
Sale of inventories to Alfasigma: we concluded that we are still in full control of our inventories and therefore present
the revenues and cost of sales relating to the sale of inventories (API, brite stock and finished products) to Alfasigma on
a gross basis in our results from continuing operations. Revenues from the supply of these products to Alfasigma are
recognized upon transfer of the control relating to these products.
Key sources of estimation uncertainty
Transfer Jyseleca® business to Alfasigma – Determination of the fair value of the
contingent earn-outs
Determination of fair value of equity instruments
Adaptimmune collaboration
Goodwill impairment
FINANCIAL STATEMENTS
Galapagos NV Annual Report 2024
183
The denominator used in the calculation of the percentage of completion reflected our best estimate of the total costs
to complete the filgotinib performance obligation (which was composed of the actual costs already incurred at previous
reporting date and our best estimate of the remaining costs to complete the performance obligation). As our estimate of
the costs was depending on the evolution of the development activities and the expected closing date of the transfer of
the Jyseleca® business to Alfasigma, it could have been subject to change in the future. Our total deferred income balance
related to this filgotinib performance obligation amounted to €26.3 million on December 31, 2023 and was released to
revenue from discontinued operations in the first quarter of 2024 as a result of the completion of the sale of the Jyseleca®
business to Alfasigma on January 31, 2024. The sale to Alfasigma included the transfer of the amended filgotinib agreement,
and by consequence marked the end of our performance obligation towards Gilead.
We refer to note 5 for more information on the results from discontinued operations.
The contingent consideration included in the consideration payable for the acquisition of CellPoint was recorded at
fair value at the date of acquisition and is updated at each reporting date. The carrying amount at December 31, 2024
amounts to €20.6 million (€21.0 million at December 31, 2023). These fair values were mainly based on our best estimate
of probabilities of reaching the underlying milestones and by applying an appropriate discount rate. The fair values are
reviewed at each reporting date and any changes are reflected in our consolidated income statement.
We refer to note 26 for more information about the contingent consideration payable for the acquisition of CellPoint.
Costs to complete the filgotinib performance obligation
Contingent consideration
FINANCIAL STATEMENTS
Galapagos NV Annual Report 2024
184
On October 30, 2023 we announced that we had signed a letter of intent contemplating a transfer of the Jyseleca® business
to Alfasigma, including the European and UK Marketing Authorizations, the commercial, medical and development
activities for Jyseleca® and approximately 400 positions in 14 European countries. On December 30, 2023 we signed a final
share and asset purchase agreement with Alfasigma.
On December 31, 2023, the transaction was still subject to certain closing conditions such as the finalization of the
consultation process with the workers councils and FDI clearance in Italy, France and Denmark. The transaction was closed
on January 31, 2024, upon obtaining all necessary approvals. We received a €50.0 million upfront payment in 2024, and are
entitled to potential sales-based milestone payments totalling €120.0 million and mid-single to mid-double-digit earn-outs
on European sales. We contributed €15.0 million in 2024 and will contribute an additional €25.0 million to Alfasigma by June
2025 for Jyseleca® related development activities.
On January 31, 2024, we also signed a transition agreement with Alfasigma enacting the responsibilities and services
provided by the parties during a transition period for the transfer of the business.
The transfer of our Jyseleca® business has been determined to meet the criteria to be classified as held for sale and
discontinued operations in our financial statements for the years ended December 31, 2023 and December 31, 2024.
The disposal group mainly contained all assets and liabilities of our subsidiaries that were fully dedicated to the Jyseleca®
business and that were transferred to Alfasigma in the transaction. The divestiture included 100% of the shares of the
following subsidiaries, including most of the employees: Galapagos Biotech Limited (UK), Galapagos Biopharma Belgium
BV, Galapagos Biopharma GmbH, Galapagos Biopharma Italy S.r.l., Galapagos Biopharma Netherlands B.V., Galapagos
Biopharma Spain S.L.U., Galapagos Biopharma Denmark ApS, Galapagos Biopharma Sweden AB, Galapagos Biopharma
Finland Oy, Galapagos Biopharma Ireland Ltd., Galapagos Biopharma Norway AS, Galapagos Biopharma Austria GmbH.
In addition, and as part of the same transaction, we transferred all assets, liabilities and employees directly related to
the Jyseleca® business but belonging to Galapagos NV or other Galapagos subsidiaries, of which the main asset was the
worldwide IP relating to Jyseleca®. Our inventories were not considered as part of the disposal group as these did not
transfer to Alfasigma on closing of the transaction on January 31, 2024 but these will gradually transfer to Alfasigma during
the coming years and we will bear the risks associated with it as long as it is not transferred.
Held for sale assets were stated at their carrying amount, which is lower than the fair value less costs to sell. We concluded
that the expected present value of the purchase price to be obtained from Alfasigma for the sale of the Jyseleca® business
approximated the fair value less costs to sell of the disposal group.
5. Discontinued Operations and Assets Held for Sale
FINANCIAL STATEMENTS
Galapagos NV Annual Report 2024
185
The following disclosure illustrates the result from our discontinued operations:
Year ended December 31
(thousands of €)
2024
Upfront payment received
50,000
Settlement for net cash and working capital
9,835
Total consideration received
59,835
January 31
(thousands of €, except per share data)
2024
Property, plant and equipment
4,186
Deferred tax assets
292
Other non-current assets
613
Inventories
505
Trade and other receivables
18,439
Cash and cash equivalents
19,523
Other current assets
1,161
Total assets
44,719
Other reserves
(74)
Retirement benefit liabilities
1,003
Non-current lease liabilities
2,328
Other non-current liabilities
90
Current lease liabilities
1,308
Trade and other liabilities
28,927
Current tax payable
1,170
Current deferred income
430
Total liabilities
35,182
Net assets disposed of
9,537
I Disposal of the Jyseleca® business
1.1. Consideration received
1.2. Analysis of assets and liabilities over which control was lost
FINANCIAL STATEMENTS
Galapagos NV Annual Report 2024
186
Year ended December 31
(thousands of €)
2024
Upfront payment received
50,000
Settlement for net cash and working capital
9,835
Additional adjustment working capital to be settled
(750)
Net assets disposed of
(9,537)
Effect of cumulative translation adjustments reclassified from equity on loss of control
(4,095)
Fair value of the future earn-outs payable by Alfasigma to us
47,035
Contribution for R&D costs payable by us to Alfasigma
(40,000)
Gain on disposal of subsidiaries
52,488
The fair value of the future earn-outs at December 31, 2024 is presented on the lines “Non-current contingent consideration
receivable” and “Trade and other receivables” in our statement of financial position.
Year ended December 31
(thousands of €, except per share data)
2024
Upfront payment received
50,000
Settlement for net cash and working capital
9,835
Transfer to escrow account
(40,000)
Contribution for R&D costs paid by us to Alfasigma
(15,000)
Earn-outs paid by Alfasigma
2,053
Less: cash and cash equivalents balances disposed of
(19,523)
Less: settlement of pre-existing relationships
3,686
Cash out from the disposal of subsidiaries, net of cash disposed of
(8,949)
Costs associated to the sale taken into result in 2023
(3,072)
Costs associated to the sale taken into result in 2024
(526)
Cash used for other liabilities related to the disposal of subsidiaries
(3,598)
Of the €50.0 million of upfront payment received at closing of the transaction €40.0 million was paid into an escrow account.
This amount was kept in escrow for a period of one year after the closing date of January 31, 2024, and was partially released
in February 2025 (the remaining part being under discussion). We gave customary representations and warranties which are
capped and limited in time. At December 31, 2024, this €40.0 million is presented as “Escrow account” in the statement of
financial position, together with the interests on this escrow account.
1.3. Gain on disposal of the Jyseleca® business (included in other operating income in
the income statement)
1.4. Net cash outflow on disposal of the Jyseleca® business
FINANCIAL STATEMENTS
Galapagos NV Annual Report 2024
187
Year ended December 31
(thousands of €, except per share data)
2024
2023
Product net sales
11,475
112,339
Collaboration revenues
26,041
431,465
Total net revenues
37,516
543,804
Cost of sales
(1,693)
(18,022)
Research and development expenses
(8,152)
(190,177)
Sales and marketing expenses
(11,520)
(113,356)
General and administrative expenses
(1,087)
(17,989)
Other operating income
56,180
13,003
Operating profit
71,244
217,262
Fair value adjustments and net currency exchange differences
-
(13)
Other financial income
4,230
679
Other financial expenses
(12)
(167)
Profit before tax
75,462
217,761
Income taxes
(98)
(2,076)
Net profit
75,364
215,685
Basic and diluted earnings per share from discontinued operations
1.14
3.27
Weighted average number of shares - Basic (in thousands of shares)
65,897
65,884
Weighted average number of shares - Diluted (in thousands of shares)
65,942
65,933
Jyseleca® product net sales in Europe amounted to €11.5 million in 2024, compared to €112.3 million in 2023, of which
€0.7 million realized in Belgium (€8.1 million in 2023). Beginning February 1, 2024, all economics linked to the sales of
Jyseleca® in Europe are for the benefit of Alfasigma.
Collaboration revenues in discontinued operations related to revenue recognition of the collaboration agreement with
Gilead for the filgotinib development amounted to €26.0 million in 2024 compared to €429.4 million last year. The sale of
the Jyseleca® business to Alfasigma on January 31, 2024 led to the full recognition in revenue in 2024 of the remaining
deferred income related to filgotinib.
We refer to note 2 for a general description of our collaboration with Gilead.
All filgotinib development expenses and all remaining G&A and S&M expenses relating to Jyseleca® are recharged to
Alfasigma, which explains the decrease in those expenses.
Other operating income includes €52.5 million related to the gain on the sale of the Jyseleca® business to Alfasigma in 2024.
II Result from discontinued operations
FINANCIAL STATEMENTS
Galapagos NV Annual Report 2024
188
Year ended December 31
(thousands of €)
2024
2023
Net cash flow used in operating activities
(36,367)
(175,627)
Net cash flow used in investing activities
(8,949)
(105)
Net cash flow used in financing activities
-
(1,928)
Net cash flow used in discontinued operations
(45,316)
(177,660)
We are currently operating as a single operating segment.
In 2023 and 2024, our continuing operations were mainly located in Belgium, France, the Netherlands, Switzerland and
the United States. The revenues from our collaboration partner Gilead represented 87% of our total net revenues from
continuing operations in 2024 (nearly 100% in 2023). The remaining 13% of the net revenues in 2024 consisted of supply
revenues of the Jyseleca® product to Alfasigma (Italy). The revenues in the entity’s country of domicile are not material.
Following table summarizes our net revenues by destination of customer:
Year ended December 31
(thousands of €)
2024
2023
United States of America
266,588
665,174
Europe
46,577
118,354
Total net revenues
313,165
783,528
minus:
United States of America
25,802
425,466
Europe
11,714
118,338
Total net revenues from discontinued operations
37,516
543,804
United States of America
240,786
239,708
Europe
34,863
16
Total net revenues from continuing operations
275,649
239,724
On December 31, 2024, we held €357.8 million (€323.8 million in 2023) of property, plant and equipment, intangible assets
and goodwill distributed as follows:
December 31
(thousands of €)
2024
2023
Belgium
95,686
56,209
France
5
1,438
The Netherlands
239,454
251,230
Switzerland
92
3,247
United States of America
22,533
11,660
Total
357,770
323,784
III Cash flow used in discontinued operations
6. Segment Information
Geographical information
FINANCIAL STATEMENTS
Galapagos NV Annual Report 2024
189
These revenues are fully related to the supply of Jyseleca® to Alfasigma under the transition agreement. The related cost of
sales are reported on the cost of sales line.
The following table summarizes our collaboration revenues for the years ended December 31, 2024 and 2023 by
collaboration and by category of revenue: upfront payments and license fees, and royalties.
Year ended December 31
(thousands of €)
Over time
Point in time
2024
2023
Recognition of non-refundable upfront payments and
license fees
230,182
230,242
Gilead collaboration agreement for drug discovery platform
230,182
230,242
Royalties
10,604
9,482
Gilead royalties on Jyseleca®
10,604
9,466
Other royalties
-
16
Total collaboration revenues
240,786
239,724
We recognized €230.2 million in revenue in 2024 related to the consideration from Gilead allocated to the drug discovery
platform.
Since signing of the letter of intent with Alfasigma in October 2023, we classified all activities that were directly related to
the Jyseleca® business, including the revenue recognition related to the filgotinib performance obligation, as discontinued
operations in accordance with IFRS 5. We refer to note 5 “Discontinued Operations” for additional information.
For the year ended December 31, 2024 we also recognized in revenue €10.6 million of royalties from Gilead on filgotinib.
The royalties on sales of Jyseleca® performed by Gilead in Japan were not reported as discontinued operations as we still
have the right to receive those royalties on future sales made by Gilead and its commercialization partners (this right is not
subject to transfer to Alfasigma as part of the transfer of the Jyseleca® business to them).
We refer to note 2 of this financial report for a general description of our collaboration with Gilead.
In addition, we concluded as follows for the remaining performance obligations:
7. Total Net Revenues from Our Continuing Operations
Supply revenues
Collaboration revenues
Collaboration with Gilead
Access rights to the drug discovery platform, option rights and R&D activities
The revenue allocated to the drug discovery platform is recognized over time as Gilead receives exclusive access to
our drug discovery platform and option rights on our current and future pipeline as well as R&D activities during the
collaboration term. Management concluded that an equal spread over the collaboration period is the most reliable and
appropriate recognition method.
At inception of the collaboration (July 2019) we assessed the appropriate period over which to recognize the drug discovery
platform revenue to be 10 years. This is because we granted exclusive rights over a 10-year period. However, if at the end of
the 10-year period, some programs in existence as of this time would have reached the clinic (i.e., IND filed with regulatory
authorities), the rights for those specific programs may have been extended, for a maximum of three years. This is reassessed
at each year-end based on the evolution of our pipeline and is still valid per December 31, 2024.
FINANCIAL STATEMENTS
Galapagos NV Annual Report 2024
190
The following table summarizes research and development expenses for the years ended December 31, 2024 and 2023.
Year ended December 31
(thousands of €)
2024
2023
Personnel costs
(87,740)
(95,788)
Subcontracting
(160,076)
(82,997)
Disposables and lab fees and premises costs
(17,629)
(18,083)
Depreciation and impairment
(35,378)
(22,254)
Professional fees
(15,949)
(9,272)
Other operating expenses
(18,687)
(12,900)
Total research and development expenses
(335,459)
(241,294)
The table below summarizes our research and development expenses for the years ended December 31, 2024 and 2023,
broken down by program:
Year ended December 31
(thousands of €)
2024
2023
SIKi program
(18,400)
(18,900)
TYK2 program on GLPG3667
(34,965)
(31,289)
Cell therapy programs in oncology
(170,998)
(82,218)
Other discovery programs
(111,096)
(108,887)
Total research and development expenses
(335,459)
(241,294)
The following table summarizes the sales and marketing expenses of our continuing operations for the years ended
December 31, 2024 and 2023.
Year ended December 31
(thousands of €)
2024
2023
Personnel costs
(6,561)
(2,997)
Depreciation and impairment
(4,475)
(113)
External outsourcing costs
(2,813)
(1,776)
Professional fees
(904)
(131)
Other operating expenses
(2,440)
(659)
Total sales and marketing expenses
(17,193)
(5,676)
8. Operating Costs and Other Operating Income
Operating costs
Research and development expenses
Sales and marketing expenses
FINANCIAL STATEMENTS
Galapagos NV Annual Report 2024
191
The following table summarizes the general and administrative expenses for the years ended December 31, 2024 and 2023.
Year ended December 31
(thousands of €)
2024
2023
Personnel costs
(52,642)
(66,098)
Depreciation and impairment
(8,697)
(15,978)
Legal and professional fees
(33,960)
(23,250)
Other operating expenses
(21,946)
(22,963)
Total general and administrative expenses
(117,245)
(128,289)
The following table summarizes other operating income for the years ended December 31, 2024 and 2023.
Year ended December 31
(thousands of €)
2024
2023
Grant income
2,035
6,618
R&D incentives income
27,223
32,968
Other
11,515
7,686
Total other operating income
40,773
47,272
The grant income in 2024 and 2023 was fully related to grants from a Flemish agency and the Belgian government. In many
cases these grant agreements carry clauses which require us to maintain a presence in the same region for a number of
years and invest according to pre-agreed budgets. Grant income in 2023 also included a grant of €6.1 million from the
National Institute for Health and Disability Insurance (2024: nil). This grant aimed to incentivize innovative Belgian biotech
companies who are performing research and development activities in order to identify new medicines.
R&D incentives income was primarily composed of:
Year ended December 31
(thousands of €)
2024
2023
Income from innovation incentive system in France
2,056
5,881
Income from Belgian R&D incentives
16,943
16,535
Tax rebates on payroll withholding taxes of R&D personnel
(Belgium & the Netherlands)
8,224
10,552
Total R&D incentives income
27,223
32,968
General and administrative expenses
Other operating income
FINANCIAL STATEMENTS
Galapagos NV Annual Report 2024
192
The table below summarizes the number of employees of our continuing operations on December 31, 2024 and 2023:
2024
2023
Number of employees on December 31
704
646
Total
704
646
The average number of FTE’s of our continuing operations during the years 2024 and 2023 was:
Year ended December 31
2024
2023
Members of the Executive Committee
4
4
Research and development
408
372
Commercial and medical affairs
26
13
Corporate and support
207
245
Total
645
634
Their aggregate remuneration comprised:
Year ended December 31
(thousands of €)
2024
2023
Wages and salaries
(98,863)
(100,250)
Social security costs
(15,590)
(15,742)
Retirement benefit costs
(5,669)
(5,581)
Costs related to subscription right plans
(17,685)
(36,628)
Other personnel costs
(9,136)
(6,682)
Total personnel costs
(146,943)
(164,883)
Reference is made to note 31 “Share-based payments” for more information on our subscription right plans.
9. Staff Costs
FINANCIAL STATEMENTS
Galapagos NV Annual Report 2024
193
The following table summarizes fair value adjustments and net currency exchange differences, and other financial income
and expenses for the years ended December 31, 2024 and 2023.
Year ended December 31
(thousands of €)
2024
2023
Fair value adjustments and net currency exchange differences:
Net unrealized currency exchange gain/loss (-)
22,727
(20,544)
Net realized currency exchange loss
(678)
(1,118)
Fair value re-measurement of warrants
4
18
Fair value loss on financial assets held at fair value through profit or loss
-
(390)
Fair value gain on current financial investments
73,742
38,286
Total fair value adjustments and net currency exchange differences
95,795
16,252
Other financial income:
Interest income
89,378
79,290
Discounting effect of non-current R&D incentives receivables
1,132
617
Discounting effect of other non-current liabilities
395
318
Other finance income
223
24
Total other financial income
91,128
80,249
Other financial expenses:
Interest expenses
(911)
(1,770)
Other finance charges
(759)
(843)
Total other financial expenses
(1,670)
(2,613)
Total net financial result
185,253
93,888
The net currency unrealized exchange gain in 2024 of €22.7 million primarily consisted of an unrealized exchange gain of
€22.2 million on cash and cash equivalents and current financial investments at amortized cost held in U.S. dollars, as
compared to an unrealized net exchange loss in 2023 of €20.4 million on cash and cash equivalents and current financial
investments at amortized cost held in U.S. dollars. We have cash, cash equivalents and current financial investments held
in U.S. dollars, which could generate foreign currency exchange gain or loss in our financial results in accordance with the
fluctuation of the EUR/U.S. dollar exchange rate as our functional currency is EUR.
The fair value gain on the current financial investments in 2024 reflected the exchange differences on the money market
funds, the interest on these money market funds and the effect of the re-measurement at fair value of our money market
funds on December 31, 2024. These re-measurement gains were mainly the result of the positive returns on the EUR
denominated money market funds.
Interest income was related to interests on treasury bills, term deposits and notice accounts. Net interest income increased
due to increasing interest rates. Other financial income for 2024 and 2023 also comprise the discounting effect of other non-
current liabilities as milestones payables related to the acquisition of subsidiaries.
Interest expenses were mainly related to interests on leases of buildings and cars and to interests related to defined benefit
obligations.
10. Fair Value Adjustments, Net Currency Exchange Differences and
Other Financial Income/Expenses
FINANCIAL STATEMENTS
Galapagos NV Annual Report 2024
194
The following table summarizes the income taxes recognized in profit or loss for the years ended December 31, 2024 and
2023.
Year ended December 31
(thousands of €)
2024
2023
Current tax
(1,301)
(5,928)
Deferred tax
3,104
(3,685)
Total income taxes
1,803
(9,613)
Current tax, consisting of corporate income taxes, and deferred tax income/cost (–) related to subsidiaries of our continuing
operations working on a cost plus basis. The decrease in 2024 as compared to 2023 was primarily due to the re-assessment
in 2023 of net deferred tax liabilities and corporate income tax payables as a result of a one-off intercompany transaction.
For the purpose of the disclosure below corporate tax was calculated at 25% (2023: 25%) – which is the tax rate applied in
Belgium – on the estimated assessable result for the year. The applied tax rate for other territorial jurisdictions was the tax
rate that is applicable in these respective territorial jurisdictions on the estimated taxable result of the accounting year.
Year ended December 31
(thousands of €)
2024
2023
Profit /loss (-) before tax
(3,085)
5,625
Income tax debit/credit (-), calculated using the Belgian statutory tax rate on the accounting
profit/loss (-) before tax (theoretical)
(771)
1,406
Tax income (-)/expenses in income statement (effective)
(1,803)
9,613
Difference in tax expenses/income to explain
(1,032)
8,207
Effect of tax rates in other jurisdictions
(132)
(94)
Effect of non-taxable income
(5,247)
(6,752)
Effect of share-based payment expenses without tax impact
4,399
9,157
Effect of expenses/income (-) not subject to tax
52
(5)
Effect of non-tax-deductible expenses
1,117
1,549
Effect of recognition of previously non recognized deferred tax assets
15
(81)
Effect of tax losses (utilized) reversed
-
(267)
Effect from under or over provisions in prior periods
13
(722)
Effect of non-recognition of deferred tax assets
(1,338)
34,339
Effect of derecognition of previously recognized deferred tax assets
89
1,062
Effect of use of innovation income deduction
-
(29,979)
Total explanations
(1,032)
8,207
Non-taxable income for the years ended December 31, 2024 and 2023 were related to non-taxable grants and tax credits.
11. Income Taxes
Taxes recognized in profit or loss
FINANCIAL STATEMENTS
Galapagos NV Annual Report 2024
195
Year ended December 31
2024
2023
Net profit attributable to owners of the parent
(thousands of €)
74,082
211,697
Number of shares (thousands)
Weighted average number of shares for the purpose of basic earnings / loss (-) per share
65,897
65,884
Basic earnings per share (€)
1.12
3.21
Net profit attributable to owners of the parent
(thousands of €)
74,082
211,697
Number of shares (thousands)
Weighted average number of shares for the purpose of diluted earnings / loss (-) per share
65,897
65,884
Number of dilutive potential ordinary shares
45
49
Diluted earnings per share (€)
1.12
3.21
Reference is also made to note 2 where an explanation is provided about the terms and conditions of the outstanding
subsequent Gilead Warrant B that can, potentially, be exercised by Gilead and lead to a dilutive effect. Due to the exercise
price mechanism of the Gilead Warrant B, this warrant was out-of-the-money for 2024 and 2023.
12. Earnings per Share
FINANCIAL STATEMENTS
Galapagos NV Annual Report 2024
196
(thousands of €)
Goodwill
On January 1, 2023
69,813
Exchange differences on goodwill
(256)
On December 31, 2023
69,557
Exchange differences on goodwill
453
On December 31, 2024
70,010
The goodwill resulting from both the acquisition of CellPoint (€62.4 million) and AboundBio (€7.6 million) was allocated
to the same cash-generating unit (CGU), “CAR-T/Cell Therapy” (which was the same as "oncology" before). The intangible
assets acquired as a result of both business combinations were also allocated to this cash-generating unit, together with
some other (in)tangible assets related to the “CAR-T/Cell Therapy” cash-generating unit. The valuation method of the
recoverable amount of this cash-generating unit is based on the fair value less costs of disposal.
The valuation technique that was applied to determine the fair value less costs of disposal of the cash-generating unit
is a discounted cash flow method (“DCF”) with projected cash flows that cover a period of 16 years (in accordance with
management's assumptions on patent protection of the underlying assets). The period considered exceeds five years
because the main sales are expected for the period beyond 2029. The key assumptions used in this valuation (level 3 in the
fair value hierarchy) of the recoverable amount of the underlying cash-generating unit were:
No impairment was identified per December 31, 2024.
13. Goodwill and Impairment of Goodwill
Probability of success of our clinical programs that is based on benchmarks in combination with management estimate.
Probabilities of success are continuously evaluated in light of the progress of our portfolio.
Terminal growth rate of –50% reflecting the anticipated sales evolution beyond 2040
Discount rate of 13.75% (13.72% on December 31, 2023)
Future revenue and investment assumptions are based on management estimate of the overall cell therapy market,
consistent with the assumptions that a market participant would make. Estimates about patient numbers, sales
volumes and prices were verified against several external databases.
FINANCIAL STATEMENTS
Galapagos NV Annual Report 2024
197
(thousands of €)
Software &
databases
Licenses, rights,
technology and
in-process R&D
Exclusive rights
Contract costs
Total
Acquisition value
On January 1, 2023
27,377
44,258
89,720
15,384
176,740
Additions
567
567
Sales and disposals
(930)
(948)
(1,878)
Translation differences
(139)
(139)
On December 31, 2023
27,014
43,171
89,720
15,384
175,290
Additions
666
64,725
65,391
Sales and disposals
(1,863)
(3,613)
(5,476)
Translation differences
246
246
On December 31, 2024
25,817
39,804
154,445
15,384
235,451
Amortization and impairment
On January 1, 2023
15,210
3,896
6,154
5,126
30,387
Amortization
4,291
1,426
11,637
1,538
18,892
Sales and disposals
(927)
(948)
(1,875)
Translation differences
(20)
(20)
On December 31, 2023
18,574
4,354
17,791
6,664
47,384
Amortization
4,384
493
22,198
1,538
28,613
Sales and disposals
(1,863)
(3,613)
(5,476)
Translation differences
68
68
On December 31, 2024
21,095
1,302
39,989
8,202
70,589
Carrying amount
On December 31, 2023
8,440
38,817
71,929
8,720
127,906
On December 31, 2024
4,722
38,502
114,456
7,182
164,862
Through the acquisition of CellPoint and AboundBio in June 2022, we acquired in-process research and development
related to two CAR-T product candidates (€28.2 million on December 31, 2024, and on December 31, 2023) , exclusive rights
and technology, being a fully human therapeutics platform. These exclusive rights refer to our exclusivity contract with
Lonza (€60.3 million on December 31, 2024, €71.9 million on December 31, 2023) and are depreciated until the beginning of
March 2030, in accordance with the contract.
The addition in exclusive rights in 2024 refers to the upfront exclusivity consideration paid to Adaptimmune of $70.0 million,
which is amortized over the expected exclusivity period until the end of 2027.
On December 31, 2024, our statement of financial position did not hold any internally generated assets capitalized as
intangible asset.
14. Intangible Assets Other than Goodwill
FINANCIAL STATEMENTS
Galapagos NV Annual Report 2024
198
Fully owned
(thousands of €)
Land, building and
building improve-
ments
Installation &
machinery
Furniture, fixtures &
vehicles Other tangible assets
Total
Acquisition value
On January 1, 2023
88,719
57,040
10,241
11,587
167,588
Additions
6,754
6,472
268
3,329
16,823
Sales and disposals
(4,403)
(24,057)
(1,067)
(7,655)
(37,182)
Reclassifications
95
272
124
(491)
-
Reclassifications to assets in disposal
group classified as held for sale
(739)
(249)
(988)
Translation differences
279
(49)
36
266
On December 31, 2023
90,705
39,678
9,353
6,770
146,507
Additions
7,292
9,595
118
298
17,303
Sales and disposals
(6,554)
(663)
(2,460)
(9,677)
Reclassifications
4,687
470
466
(5,623)
-
Reclassifications to assets in disposal
group classified as held for sale
(10,200)
(915)
(11,115)
Translation differences
84
204
(15)
273
On December 31, 2024
86,014
49,284
7,462
530
143,291
Depreciation and impairment
On January 1, 2023
7,814
28,510
4,537
-
40,862
Depreciations
4,603
4,355
1,290
10,248
Impairment
7,645
7,645
Sales and disposals
(1,194)
(13,676)
(827)
(7,645)
(23,342)
Reclassifications to assets in disposal
group classified as held for sale
(161)
(129)
(290)
Translation differences
156
(11)
19
164
On December 31, 2023
11,218
19,178
4,891
-
35,287
Depreciations
5,284
4,787
1,005
11,076
Impairment
1,068
17
158
1,243
Sales and disposals
(6,554)
(663)
(2,460)
(9,677)
Translation differences
(68)
39
(8)
(37)
On December 31, 2024
10,948
23,358
3,586
-
37,892
Carrying amount
On December 31, 2023
79,487
20,500
4,463
6,770
111,220
On December 31, 2024
75,066
25,926
3,876
530
105,399
15. Property, Plant and Equipment
FINANCIAL STATEMENTS
Galapagos NV Annual Report 2024
199
The sales and disposals of 2023 mainly relate to the transaction with NovAlix. We refer to note 28 “Details of the NovAlix
transaction” for more information.
The other tangible assets primarily consist of assets under construction, which are not yet available for use and therefore not
yet depreciated as per December 31, 2024. In 2023 we recorded an impairment of €7.6 million on the construction project in
Mechelen (Belgium), following a re-assessment of the project. As we signed a share purchase agreement for this project in
December 2024, we reclassified the land and other tangible assets of Galapagos Real Estate Belgium BV to assets in disposal
group classified as held for sale.
Right-of-use
(thousands of €)
Land & building
Installation & machinery
Furniture,
fixtures &
vehicles
Total
Acquisition value
On January 1, 2023
34,834
437
12,505
47,777
Additions
1,726
1,724
3,450
Sales and disposals
(11,497)
(186)
(1,897)
(13,580)
Reclassifications to assets in disposal group
classified as held for sale
(2,091)
(4,683)
(6,774)
Translation differences
202
3
205
On December 31, 2023
23,174
251
7,652
31,078
Additions
4,287
1,657
2,879
8,823
Sales and disposals
(2,989)
(250)
(4,114)
(7,353)
Translation differences
113
113
On December 31, 2024
24,585
1,658
6,417
32,661
Depreciation and impairment
On January 1, 2023
14,424
352
5,473
20,250
Depreciations
3,342
57
3,450
6,849
Sales and disposals
(5,922)
(186)
(1,871)
(7,979)
Reclassifications to assets in disposal group
classified as held for sale
(699)
(2,580)
(3,279)
Translation differences
134
1
135
On December 31, 2023
11,279
223
4,473
15,976
Depreciations
2,848
118
1,592
4,558
Sales and disposals
(1,920)
(250)
(3,200)
(5,370)
Translation differences
(3)
(3)
On December 31, 2024
12,204
91
2,865
15,161
Carrying amount
On December 31, 2023
11,895
28
3,179
15,101
On December 31, 2024
12,381
1,567
3,552
17,499
FINANCIAL STATEMENTS
Galapagos NV Annual Report 2024
200
Carrying amount
December 31
(thousands of €)
2024
2023
Property, plant and equipment fully owned
105,399
111,220
Right-of-use
17,499
15,101
Total property, plant and equipment
122,898
126,321
The sales and disposals of 2023 mainly relate to the transaction with NovAlix. We refer to note 28 “Details of the NovAlix
transaction” for more information. The sales and disposals of 2024 mainly relate to the disposal of rented cars.
We refer to note 25 “Lease liabilities” for a detail of the lease liabilities related to these right-of-use assets.
There are no pledged items of property, plant and equipment. There are also no restrictions in use on any items of property,
plant and equipment.
(thousands of €)
2024
2023
Cost at January 1
13,965
-
Acquisitions of the year
36,880
13,965
Cost at December 31
50,845
13,965
Fair value adjustment at January 1
(390)
-
Fair value adjustment of the year
2,485
(390)
Fair value adjustment at December 31
2,095
(390)
Net book value at December 31
52,941
13,575
On December 31, 2023, we had $15.0 million of equity investment in a non-listed company.
On January 31, 2024, we participated for $40.0 million in the Series C financing round of Frontier Medicines, a pioneer
in oncology with a unique FrontierTM platform based on chemoproteomics, covalent chemistry and machine learning to
unlock access to formerly "undruggable" cancer targets and a pipeline of potential best-in-class assets that fit with our
precision oncology R&D approach. This equity instrument is presented on the line “Equity investments” in our statement of
financial position and is measured at fair value through other comprehensive income.
As of December 31, 2024, financial assets held at fair value through other comprehensive income consists of equity
instruments of non-listed companies. The fair value of these equity instruments, without readily available determinable
fair values (classified as level 3 fair valuation hierarchy), are estimated by management based on the cost of investment
and adjusted as necessary for impairment and revaluations with reference to relevant available information and recent
financing rounds. Per December 31, 2024 no fair value change was recognized except for the currency exchange rate impact.
We have no restrictions on the sale of these equity instrument and the assets are not pledged under any of our liabilities.
16. Equity Investments
FINANCIAL STATEMENTS
Galapagos NV Annual Report 2024
201
Other non-current assets consisted of following items:
December 31
(thousands of €)
2024
2023
Non-current restricted cash
1,985
5,533
Non-current portion of upfront payment to NovAlix
2,580
4,656
Non-current portion of advance related to the NovAliX transaction
2,877
5,563
Other non-current assets
1,266
318
Total other non-current assets
8,708
16,070
We refer to note 28 “Details of the NovAlix transaction” for more information related to the upfront payment and advance.
The table below illustrates the R&D incentives receivables related captions in our statement of financial position as at
December 31, 2024, and 2023.
December 31
(thousands of €)
2024
2023
Non-current R&D incentives receivables
132,729
141,252
Current R&D incentives receivables
39,882
37,436
Total R&D incentives receivables
172,611
178,688
The table below provides detailed information on the maturity of the non-current R&D incentives receivables reported in
our statement of financial position on December 31, 2024.
December 31, 2024
Maturity date
(thousands of €)
2026
2027
2028
2029
2030 – 2033
Total
French non-current R&D incentives
receivables – discounted value
11,911
5,974
1,571
19,456
Belgian non-current R&D incentives
receivables – discounted value
21,447
21,088
19,113
17,884
33,741
113,273
Total non-current R&D incentives
receivables – discounted value
33,358
27,062
20,684
17,884
33,741
132,729
17. Other Non-Current Assets
18. Research and Development Incentives Receivables
FINANCIAL STATEMENTS
Galapagos NV Annual Report 2024
202
The following table provides an overview of our inventories by type of inventory:
December 31
(thousands of €)
2024
2023
Raw materials
51,192
55,263
Semi-finished products
-
12,598
Finished products
-
6,117
Total inventories
51,192
73,978
Our inventory consisted in full out of Jyseleca® products.
December 31
(thousands of €)
2024
2023
Trade receivables
32,471
17,494
Current contingent consideration receivable
4,742
-
Prepayments
103
738
Other receivables
10,160
10,217
Trade and other receivables
47,476
28,449
Accrued income
835
508
Deferred charges
30,214
14,632
Other current assets
31,049
15,140
Total trade and other receivables & other current assets
78,525
43,589
The carrying value of trade and other receivables & other current assets approximate their fair value.
The increase in deferred charges mainly related to $15.0 million of R&D funding paid to Adaptimmune which will gradually
be released in R&D expenses over the R&D period.
We refer to note 5 for more information on the current contingent consideration receivable.
On December 31, 2024, we had a provision for expected credit losses of €9.6 million, for two disputed invoices. We did not
account for a provision for expected credit losses relating to all our other trade and other receivables since we don’t have a
history of credit losses and we are not aware of any forward-looking information that could materially influence the credit
risk.
19. Inventories
20. Trade and Other Receivables and Other Current Assets
FINANCIAL STATEMENTS
Galapagos NV Annual Report 2024
203
December 31
(thousands of €)
2024
2023
Non-current financial investments
200,182
-
Total non-current financial investments
200,182
-
December 31
(thousands of €)
2024
2023
Money market funds
1,484,599
1,316,805
Treasury bills
255,078
742,025
Term deposits
1,313,657
1,458,868
Total current financial investments
3,053,334
3,517,698
The non-current financial investments refer to a new term account that was acquired in December 2024 with a maturity of
18 months. This term account was terminated in February 2025 as a result of the planned Separation. We refer to note 36
for more information.
Term deposits as part of current financial investments refer to non-cancellable term deposits with a maturity exceeding
three months from the acquisition date. Our portfolio of treasury bills contains only AAA rated paper, issued by Belgium,
France and Europe. Our money market funds portfolio consists of AAA short-term money market funds with a diversified
and highly rated underlying portfolio managed by established fund management companies leading to an insignificant risk
of changes in value. The funds have an important daily liquidity and can be easily converted to cash.
On December 31, 2024, our current financial investments included $686.6 million held in U.S.dollar, which could generate
a foreign currency exchange gain or loss in our financial results in accordance with the fluctuation of the EUR/U.S.dollar
exchange rate as our functional currency is EUR. This effect is embedded in the net exchange differences (exchange
difference on term deposits) and in the fair value result of current financial investments (exchange difference on money
market funds) in our consolidated income statement.
We refer to note 34 for more information on our financial investments and to note 10 for more details about the fair value
re-remeasurements and currency exchange gains or losses recognized in our consolidated income statement.
December 31
(thousands of €)
2024
2023
Cash at banks
64,239
71,803
Term deposits
-
95,000
Cash and cash equivalents from continuing operations
64,239
166,803
Cash and cash equivalents included in assets classified as held for sale
-
7
Total cash and cash equivalents
64,239
166,810
Cash and cash equivalents may comprise cash at banks, bank deposits and money market funds that are readily convertible
to cash and are subject to an insignificant risk of changes in value. Cash and cash equivalents on December 31, 2023
comprised a term deposit of €50.0 million which had an original maturity longer than three months but was readily
convertible to cash without a significant penalty, and a term deposit with an original maturity less than three months of
€45.0 million. All cash and cash equivalents are available upon maximum three month notice period and without significant
21. Non-Current and Current Financial Investments
22. Cash and Cash Equivalents
FINANCIAL STATEMENTS
Galapagos NV Annual Report 2024
204
penalty. Cash at banks were mainly composed of notice accounts and current accounts. Our credit risk is mitigated by
selecting a panel of highly rated financial institutions for our deposits.
On December 31, 2024, our cash and cash equivalents included $40.3 million held in U.S.dollar, which could generate a
foreign currency exchange gain or loss in our financial results in accordance with the fluctuation of the EUR/U.S.dollar
exchange rate as our functional currency is EUR. We refer to note 10 for more details about the currency exchange gains or
losses recognized in our consolidated income statement.
December 31
(thousands of €)
2024
2023
On January 1
293,937
293,604
Share capital increase
-
333
Share capital on December 31
293,937
293,937
Aggregate share capital
356,445
356,445
Costs of capital increase (accumulated)
(62,507)
(62,507)
Share capital on December 31
293,937
293,937
The history of the share capital of Galapagos NV between January 1, 2023 and December 31, 2024 is as follows:
Date
Share capital
increase due to exercise
subscription rights
(in thousands €)
Number of shares
issued
(in thousands
of shares)
Aggregate number
of shares after
transaction
(in thousands
of shares)
Aggregate share
capital after
transaction
(in thousands €)
January 1, 2023
65,836
356,112
March 20, 2023
333
62
December 31, 2023
65,897
356,445
December 31, 2024
65,897
356,445
On December 31, 2024, Galapagos NV’s share capital amounted to €356,445 thousand, represented by 65,897,071 shares. All
shares were issued, fully paid up and of the same class. The shares have a par value of €5.41 per share.
All of the share issuances listed above were for cash consideration.
23. Share Capital and Other Reserves
History of share capital
FINANCIAL STATEMENTS
Galapagos NV Annual Report 2024
205
The below table summarizes our capital increase for the year 2023. There were no capital increases in 2024.
(thousands of €, except share data)
Number of
shares
Share capital
Share premium
Share capital and
share premium
Average exercise
price subscription
rights
(in €/subscription
right)
Closing share
price on date of
capital increase
(in €/share)
On January 1, 2023
65,835,511
293,604
2,735,557
3,029,162
March 20, 2023:
exercise of subscription rights
61,560
333
1,437
1,770
28.75
35.47
On December 31, 2023
65,897,071
293,937
2,736,994
3,030,931
On December 31, 2024
65,897,071
293,937
2,736,994
3,030,931
The Board of Directors is authorized for a period of five years starting from the date of publication in the Annexes to the
Belgian State Gazette of the shareholders’ resolution that granted the renewed authorization to increase the share capital
of Galapagos NV within the framework of the authorized capital through contributions in kind or in cash.
When increasing the share capital within the limits of the authorized capital, the Board of Directors may, if in Galapagos NV’s
interest, restrict or cancel the shareholders’ preferential subscription rights, even if such restriction or cancellation is made
for the benefit of one or more specific persons other than the employees of the group. Said authorization can be renewed.
The authorization consists of two parts:
As of December 31, 2024, an amount of €63,817,777.72 still remained available under the general part of the authorized
capital.
Other reserves at December 31, 2024 was negative for €3.2 million (€5.9 million at December 31, 2023) and was related
to fair value adjustments on financial assets held at fair value through other comprehensive income for an amount of
€2.5 million (nil at December 31, 2023), and to the re-measurement of the defined benefit obligation for a negative amount
of €5.6 million (a negative amount of €5.9 million at December 31, 2023).
A general authorization for capital increases up to 20% of the share capital at the time of convening the Shareholders’
Meeting of April 30, 2024 (i.e. €71,288,987.72) was renewed and is valid for a period of five years from the date of
publication of this renewal in the Annexes to the Belgian State Gazette, which occurred on May 7, 2024. This general
authorization will expire on May 6, 2029.
A specific authorization for capital increases of more than 20% and up to 33% of the share capital at the time of the
convening of the Shareholders’ Meeting of April 25, 2017 (i.e. €82,561,764.93), was renewed and is valid for a period
of five years from the date of publication of such renewal in the Annexes to the Belgian State Gazette, which occurred
on May 31, 2017. This specific part of the authorized capital can, however, only be used in a number of specific
circumstances and upon a resolution of the Board of Directors that all Independent Directors (within the meaning of
article 7:87 of the Belgian Companies Code and article 3.5 of the 2020 Code) approve. The Board of Directors is currently
not authorized to increase the share capital after notification by the FSMA (Financial Services and Markets Authority) of
a public takeover bid on Galapagos NV’s shares. The specific authorization expired on May 30, 2022.
Other reserves
FINANCIAL STATEMENTS
Galapagos NV Annual Report 2024
206
Following table shows the movements in deferred tax assets and deferred tax liabilities:
Deferred tax assets
Deferred tax liabilities
(thousands of €)
Retirement
benefit
liabilities
Tax loss
carryforward
Property, plant
and equipment
Other
Total deferred
tax assets
Intangible
assets other
than
goodwill
Other
Total
deferred tax
liabilities
On January 1, 2023
19
1,061
-
281
1,363
(20,148)
-
(20,148)
Credited/charged (-) to profit or
loss
(1,061)
298
692
(72)
(1,458)
(2,019)
(3,477)
Reclassifications to assets in
disposal group classified as held
for sale
(292)
(292)
-
Charged to other comprehensive
income/loss (-)
132
132
-
Translation differences
8
(6)
(6)
(4)
18
18
On December 31, 2023
159
-
292
675
1,126
(21,588)
(2,019)
(23,607)
Credited/charged (-) to profit or
loss
(82)
18
190
126
2,306
671
2,977
Charged to other comprehensive
income/loss (-)
177
177
-
Translation differences
(1)
19
27
45
(30)
(30)
On December 31, 2024
253
-
329
892
1,474
(19,312)
(1,348)
(20,660)
The unrecognized deferred tax assets on December 31, 2024 amounted to €490.1 million as compared to €424.4 million
on December 31, 2023; both included the unrecognized deferred tax asset related to innovation income reduction. The
unrecognized deferred tax assets on December 31, 2023, excluding the unrecognized deferred tax asset related to
innovation income reduction amounted to €326.8 million.
The total amount of tax attributes and deductible temporary differences at December 31, 2024 amounted to €1,984.9 million
(at December 31, 2023: €1,722.2 million). This is composed of i) consolidated tax losses carried forward and deductible
temporary differences at December 31, 2024 amounting to €1,418.5 million (at December 31, 2023: €1,312.2 million), and
(ii) innovation income deduction, dividend received deduction and investment deduction carried forward at December 31,
2024 amounting to €566.4 million (at December 31, 2023: €410.0 million).
The available tax losses carried forward that can be offset against possible future taxable profits amounted to €862.0 million
on December 31, 2024 (€798.7 million on December 31, 2023) and can be carried forward for an indefinite period except for
an amount of €1.1 million in the United States with expiry date between 2028 and 2034. On December 31, 2024, the available
tax losses carried forward in Galapagos NV (Belgium) amounted to €822.4 million (2023: €757.9 million). In addition to the
latter, Galapagos NV (Belgium) also benefits from the Belgian innovation income deduction regime which led to report,
on December 31, 2024, a carried forward tax deduction amounting to €534.4 million (2023: €390.3 million) that can also be
offset against possible future taxable results. In addition, Galapagos NV (Belgium) also has available investment deduction
carried forward of €1 million (2023: €1 million) and dividend received deduction carried forward of €31.0 million (2023:
€18.7 million) that can be offset against possible future taxable profits. There is no limit in time for the innovation income
deduction, the dividend received deduction and investment deduction carried forward.
With the exception of 2019, 2023 and 2024, we have a history of losses. We forecast to continue incurring taxable losses in
the foreseeable future as we continue to invest in clinical and preclinical development programs and discovery platforms.
Consequently, no net deferred tax asset was recognized as at December 31, 2024, except for our subsidiaries operating on a
cost plus basis, for which a deferred tax asset was recognized for €1.5 million (2023: €1.1 million).
24. Deferred Tax
FINANCIAL STATEMENTS
Galapagos NV Annual Report 2024
207
Net deferred tax liabilities were initially calculated based on the fair value of the intangible assets identified from the
acquisition of CellPoint and AboundBio, adjusted by considering the related recognizable deferred tax assets.
Lease payments
Present value of lease payments
December 31
December 31
(thousands of €)
2024
2023
2024
2023
Lease liabilities
Within one year
3,830
4,779
3,479
4,652
In the second to fifth years inclusive
7,307
5,031
6,592
4,944
After five years
1,796
-
1,651
-
12,933
9,810
11,722
9,596
Less future finance charges
1,211
214
Present value of lease obligation
11,722
9,596
Less amount due for settlement within 12 months
3,479
4,652
3,479
4,652
Amount due for settlement after 12 months
8,243
4,944
8,243
4,944
We refer to note 15 “Property, plant and equipment”, for details on the right of use assets.
25. Lease Liabilities
FINANCIAL STATEMENTS
Galapagos NV Annual Report 2024
208
December 31
(thousands of €)
2024
2023
Trade and other liabilities
97,780
134,653
Current financial instruments
5
-
Accrued charges
1,092
548
Total trade and other liabilities
98,877
135,201
Non-current contingent consideration related to milestones CellPoint
20,576
20,972
Other non-current liabilities
13,245
10,598
Total other non-current liabilities
33,821
31,570
The carrying value of trade and other liabilities approximates their fair value.
The contingent consideration arrangement relating to the acquisition of CellPoint requires us to pay the former owners
of CellPoint additional considerations up to €100.0 million. This amount is due when certain sequential development
(€20.0 million), regulatory (€30.0 million) and sales-based (€50.0 million) milestones would be achieved. Total fair value at
acquisition date of these milestones amounted to €20.2 million at acquisition date.
The fair value measurement is based on significant inputs that are not observable in the market, which are classified as
Level 3 inputs. Key assumptions in the valuation at December 31, 2022 included a discount rate of 12.5%, an appropriate
probability of success of reaching these milestones and expected timing of these milestones, in line with the timelines and
probabilities used in our impairment test of the CAR-T business.
As per December 31, 2024 changes were made to the discount rate (13.75% at December 31, 2024 and 13.72% at December
31, 2023) and the expected timing of the milestones. The only impact that was recognized compared to the date of
acquisition is the discounting effect. This is recognized on the line “other financial income”. A change in probabilities
of success of each milestone by 5 percentage points would result in a change of €2.9 million in the total contingent
consideration liability on December 31, 2024. A change in the applied discount rate by 1 percentage point would result
in a change of €0.6 million in the total contingent consideration liability on December 31, 2024. A delay of one year in
expected timing of the milestones would result in a decrease of €2.5 million in the total contingent consideration liability on
December 31, 2024.
26. Trade and Other Liabilities and Other Non-Current Liabilities
FINANCIAL STATEMENTS
Galapagos NV Annual Report 2024
209
The movement in the non-current and current deferred income is detailed in the table below.
(thousands of €)
Gilead collaboration
agreement for filgotinib
Gilead collaboration
agreement for drug
discovery platform(1)
Other deferred income
Total
On January 1, 2023
456,352
1,529,405
3,474
1,989,230
Of which current portion:
133,470
230,022
2,139
365,631
Reclassification to liabilities directly
associated with assets in disposal group
classified as held for sale
(60)
(60)
Significant financing component(2)
(645)
(645)
Revenue recognition of upfront
(361,412)
(230,242)
(591,654)
Revenue recognition of milestones
(68,027)
(68,027)
Other movements
(1,382)
(1,382)
On December 31, 2023
26,268
1,299,163
2,032
1,327,463
Of which current portion:
25,054
230,070
1,146
256,270
Significant financing component(2)
(227)
(227)
Revenue recognition of upfront
(21,952)
(230,182)
(252,134)
Revenue recognition of milestones
(4,089)
(4,089)
Other movements
339
339
On December 31, 2024
-
1,068,981
2,371
1,071,352
Of which current portion:
-
230,105
2,371
232,476
(1) The upfront received and the outstanding balance comprise the issuance liabilities for the warrants and the upfront payment allocated to the drug discovery platform.
(2) With regard to the additional consideration received for the extended cost sharing for filgotinib, we assume the existence of a significant financing component reflecting the time
value of money on the estimated recognition period.
We refer to note 2 for a detail of the allocation of the transaction price of our collaboration with Gilead and to note 5 and
note 7 for a description of our revenue recognition.
27. Deferred Income
FINANCIAL STATEMENTS
Galapagos NV Annual Report 2024
210
We completed the integrated drug discovery collaboration transaction with NovAliX on June 30, 2023, effective as from
July 1, 2023. Under the terms of the agreement, our drug discovery and research activities conducted in Romainville, France,
and our employees in Romainville, which were exclusively dedicated to the operation of these activities, were transferred
to NovAliX who would assume all ongoing research and discovery activities in Romainville, and this for no consideration. In
return, we were committed to utilizing the research capabilities and expertise of NovAliX through a five year-collaboration
and within the context of the company’s R&D portfolio, resulting in a total purchase commitment of €73.8 million on
June 30, 2023 (€41.6 million on December 31, 2024).
The collaboration agreement and sale and purchase agreement were negotiated as a package with one single commercial
objective and with an agreed consideration for the transaction as a whole.
The impact of the transfer of activities and personnel (reference is made to the table below) was treated as an advance for
future services to be obtained from NovAliX throughout the five years collaboration. This advance will gradually be released
through profit or loss, in line with the purchase commitment towards NovAliX over the five year period of the collaboration
between us and NovAliX. The part still to be released on December 31, 2024 has been presented in the statement of financial
position as other current asset (€2.7 million) and other non-current asset (€2.9 million).
December 31
(thousands of €)
2024
Loss on sale of fixed assets
12,506
Result of transfer of retirement benefit liability
(3,022)
Result of transfer of right-of-use asset
174
Advance related to the NovAliX transaction
9,658
Furthermore we made an upfront payment to NovAliX of €8.3 million on closing of the transaction which is a prepayment
for the future purchase commitment for the following five years. The remaining part has been presented in our statement of
financial position on December 31, 2024 as other current asset (€2.2 million) and other non-current asset (€2.6 million).
28. Details of the NovAlix Transaction
FINANCIAL STATEMENTS
Galapagos NV Annual Report 2024
211
(thousands of €)
2024
2023
Adjustment for non-cash transactions
Depreciation and impairment on intangible assets and property, plant and equipment
45,499
43,642
Share-based compensation expenses
19,886
56,718
Increase/decrease (-) in retirement benefit obligations and provisions
(524)
11
Unrealized exchange losses/gains (-) and non-cash other financial result
(23,858)
19,908
Discounting effect of non-current deferred income
(227)
(645)
Discounting effect of other non-current liabilities
(395)
(318)
Discounting effect of contingent consideration receivable
(4,002)
-
Fair value re-measurement of warrants
(4)
(18)
Net change in fair value of current financial investments
(49,984)
(22,690)
Fair value adjustment financial assets held at fair value through profit or loss
-
390
Fair value adjustment contingent consideration receivable
(931)
-
Impairment loss on trade receivables
9,643
-
Other non-cash expenses
(12)
2,292
Total adjustment for non-cash transactions
(4,909)
99,291
Adjustment for items to disclose separately under operating cash flow
Interest expense
912
1,867
Interest income
(89,378)
(79,319)
Income taxes
(1,705)
11,689
Correction for cash used for other liabilities related to the disposal of subsidiaries
527
-
Total adjustment for items to disclose separately under operating cash flow
(89,644)
(65,763)
Adjustment for items to disclose under investing and financing cash flows
Gain on sale of subsidiaries
(52,488)
-
Gain (-)/loss on sale of fixed assets
8
(1,091)
Investment income on financial investments
(23,759)
(15,597)
Total adjustment for items to disclose separately under investing and financing cash flow
(76,239)
(16,688)
Change in working capital other than deferred income
Decrease/increase (-) in inventories
23,039
(24,076)
Increase in receivables
(31,055)
(39,114)
Increase/decrease (-) in liabilities
(53,429)
31,817
Total change in working capital other than deferred income
(61,445)
(31,373)
29. Note to the Cash Flow Statement
FINANCIAL STATEMENTS
Galapagos NV Annual Report 2024
212
On December 31, 2024, we had outstanding obligations for future purchase commitments, which become due as follows:
(thousands of €)
Total
Less than
1 year
1 – 3 years
3 – 5 years
More than
5 years
Purchase commitments
272,240
189,662
70,323
10,962
1,293
On December 31, 2023, we had outstanding obligations for future purchase commitments, which become due as follows:
(thousands of €)
Total
Less than
1 year
1 – 3 years
3 – 5 years
More than
5 years
Purchase commitments
408,521
237,495
143,532
25,768
1,727
Our purchase commitments at the end of the year 2024 included €160.9 million related to projects in development phase
(2023: €239.6 million), €60.9 million for projects in discovery research phase (2023: €79.0 million), €46.0 million for shared
services (2023: €45.9 million), €1.7 million for commercial and medical affairs (2023: €29.9 million), and €2.6 million related
to Jyseleca® product supply chain (2023: €14.2 million).
At year end 2024 our purchase commitments towards NovAliX amounted to €41.6 million and were included in the
€60.9 million related to discovery research. We refer to note 28 for more information about the transaction with NovAliX.
On January 31, 2024, we completed the transaction of the transfer of the Jyseleca® business to Alfasigma. In accordance
with common practice, we gave customary representations and warranties which are capped and limited in time. We have
an obligation towards Alfasigma to bear certain well-defined post completion costs incurred at their end that go beyond a
predetermined level. No provision for such liability was made at December 31, 2024.
On May 30, 2024, we entered into a collaboration and Exclusive License agreement with Adaptimmune. Under the terms
of this agreement, we have the obligation to pay potential R&D funding amounting to $15.0 million, option exercise fees
of up to $100.0 million and potential milestones, which are dependent on successful completion of certain development
and commercial milestones, as detailed in the agreement. At December 31, 2024 the commitment for potential milestones
amounts to $465.0 million on an undiscounted and non-risk adjusted basis. This amount represents the maximum amount
that would be paid if all milestones would be achieved but excludes tiered royalty payments based on net sales.
On September 23, 2022, we entered into a license agreement with another pharmaceutical company to support our cell
therapy programs in oncology. Under the terms of this agreement we have the obligation to pay potential milestones, which
are dependent on successful completion of certain development and commercial milestones, as detailed in the agreement.
At December 31, 2024, this commitment amounts to €243.5 million on an undiscounted and non-risk adjusted basis. This
amount represents the maximum amount that would be paid if all milestones would be achieved but excludes variable
royalty payments based on unit sales.
30. Off-Balance Sheet Arrangements
Contractual obligations and commitments
FINANCIAL STATEMENTS
Galapagos NV Annual Report 2024
213
Presented below is a summary of subscription right activities for the reported periods. Various subscription right plans were
approved by the Board of Directors for the benefit of our employees, members of the Board of Directors and Executive
Committee, and independent consultants.
The subscription rights offered to members of the Board of Directors vest over a period of 36 months at a rate of 1/36th
per month. Effective January 1, 2020, we no longer grant subscription rights to members of the Board of Directors (Non-
Executive Directors), taking into account the stricter rules of the Belgian Companies Code and 2020 Corporate Governance
Code.
Within the framework of the authorized capital and for the benefit of the Executive Committee members and employees of
the Galapagos group, the Board of Directors issued “Subscription Right Plan 2024 BE”, “Subscription Right Plan 2024 RMV”
and “Subscription Right Plan 2024 ROW”, for a total of 1,340,000 subscription rights (after acceptance by the beneficiaries)
on May 16, 2024, and for a total of 41,000 subscription rights (after acceptance by the beneficiaries) on October 1, 2024.
Following table shows when a subscription right becomes exercisable, per issued subscription right plan:
Cliff vesting
Graded vesting
Subscription right exercisable as from
First tranche of 25%
Second tranche of 25%
Third tranche of 50%
Subscription right plans before 2021
First day after end of
third calendar year
following the grant
-
-
-
Subscription right plan 2021BE
First day after end of
third calendar year
following the grant
-
-
-
Subscription right plan 2021RMV and ROW
-
January 1, 2023
January 1, 2024
January 1, 2025
Subscription right plan 2022 (A)
-
January 1, 2023
January 1, 2024
January 1, 2025
Subscription right plan 2022 (B)
January 1, 2026
-
-
-
Subscription right plan 2022BE
January 1, 2026
-
-
-
Subscription right plan 2022RMV and ROW
-
January 1, 2024
January 1, 2025
January 1, 2026
Subscription right plan 2023BE
January 1, 2027
-
-
-
Subscription right plan 2023RMV and ROW
-
January 1, 2025
January 1, 2026
January 1, 2027
Subscription right plan 2024BE
January 1, 2028
-
-
-
Subscription right plan 2024RMV and ROW
-
January 1, 2026
January 1, 2027
January 1, 2028
In the event of a change of control over Galapagos NV, all outstanding subscription rights vest immediately (to the extent
they had not all vested yet) and will become immediately exercisable in accordance with the relevant subscription right plan
rules.
The table below sets forth a summary of subscription rights outstanding and exercisable on December 31, 2024, per
subscription right plan:
31. Share-Based Payments
Subscription right plans
FINANCIAL STATEMENTS
Galapagos NV Annual Report 2024
214
Subscription
right plan
Allocation date
Expiry date
Exercise price
(€)
Outstanding
at January 1,
2024
Granted and
accepted
during the
year
Exercised
during the
year
Forfeited
during the
year
Expired
during the
year
Outstanding
at December
31, 2024
Exercisable at
December 31,
2024
2016
06/01/2016
05/31/2024
46.10
325,500
(325.500)
-
-
2016 RMV
06/01/2016
05/31/2024
46.10
69,000
(69,000)
-
-
2016 (B)
01/20/2017
01/19/2025
62.50
10,000
10,000
10,000
2017
05/17/2017
05/16/2025
80.57
585,000
585,000
585,000
2017 RMV
05/17/2017
05/16/2025
80.57
122,500
(17,500)
105,000
105,000
2018
04/19/2018
04/18/2026
79.88
964,995
(35,000)
929,995
929,995
2018 RMV
04/19/2018
04/18/2026
79.88
132,500
(15,000)
117,500
117,500
2019
04/10/2019
04/09/2027
95.11
1,208,240
(63,250)
1,144,990
1,144,990
2019 RMV
04/10/2019
04/09/2027
95.11
177,250
(23,750)
153,500
153,500
2020
04/17/2020
04/16/2028
168.42
1,369,617
(53,925)
1,315,692
1,315,692
2020 RMV
04/17/2020
04/16/2028
168.42
193,300
(14,125)
179,175
179,175
2021BE
04/30/2021
04/29/2029
64.76
1,032,606
(17,573)
1,015,033
2021RMV
04/30/2021
04/29/2029
64.76
226,296
(7,371)
218,925
109,258
2021ROW
04/30/2021
04/29/2029
64.76
667,496
(76,046)
591,450
295,498
2022 (A)
01/13/2022
01/12/2030
46.18
30,000
30,000
15,000
2022 (B)
01/26/2022
01/25/2030
50.00
1,000,000
1,000,000
2022BE
05/06/2022
05/05/2030
57.46
817,828
(13,596)
804,232
2022BE
08/05/2022
05/05/2030
51.58
78,000
78,000
2022RMV
05/06/2022
05/05/2030
57.46
203,464
(4,395)
199,069
49,672
2022ROW
05/06/2022
05/05/2030
57.46
705,500
(74,400)
631,100
157,661
2022ROW
08/05/2022
08/04/2030
51.58
60,000
60,000
15,000
2023BE
05/05/2023
05/04/2031
35.11
609,028
(15,778)
593,250
2023RMV
05/05/2023
05/04/2031
35.11
102,500
(2,500)
100,000
2023ROW
05/05/2023
05/04/2031
35.11
561,900
(65,000)
496,900
2023BE
06/15/2023
06/14/2031
38.58
200,000
200,000
2023ROW
11/17/2023
05/04/2031
32.99
20,000
20,000
2024BE
05/16/2024
05/15/2032
26.90
-
679,000
(11,202)
667,798
2024RMV
05/16/2024
05/15/2032
26.90
-
21,500
21,500
2024ROW
05/16/2024
05/15/2032
26.90
-
639,500
(37,500)
602,000
2024BE
10/01/2024
09/30/2032
25.88
-
3,500
3,500
2024ROW
10/01/2024
09/30/2032
25.88
-
37,500
37,500
Total
11,472,520
1,381,000
-
(547,911)
(394,500)
11,911,109
5,182,941
FINANCIAL STATEMENTS
Galapagos NV Annual Report 2024
215
Subscription rights
Weighted average
exercise price (€)
Outstanding on December 31, 2022
10,816,856
83.12
Exercisable on December 31, 2022
2,574,218
70.26
Granted and accepted during the year
1,538,400
35.53
Forfeited during the year
(544,676)
80.31
Exercised during the year
(61,560)
28.75
Expired during the year
(276,500)
49.00
Outstanding on December 31, 2023
11,472,520
77.93
Exercisable on December 31, 2023
5,836,538
101.93
Granted and accepted during the year
1,381,000
26.87
Forfeited during the year
(547,911)
72.66
Exercised during the year
-
-
Expired during the year
(394,500)
46.10
Outstanding on December 31, 2024
11,911,109
73.19
Exercisable on December 31, 2024
5,182,941
107.03
The table below sets forth the inputs into the valuation of the subscription rights.
2024
BE/ROW
2024BE
2024
RMV/ROW
2023BE
2023
RMV/ROW
October
1,
2024
May
16,
2024
May
16,
2024
May 5,
2023 &
June 15,
2023
May 5,
2023 &
November 17,
2023
Weighted average exercise price (€)
25.88
26.90
26.90
35.97
35.05
Weighted average share price at acceptance date (€)
26.00
23.80
23.80
38.53
38.63
Weighted average fair value on the acceptance date (€)
10.57
9.78
9.11
16.61
15.96
Weighted average historical (2024)/estimated (2023)
volatility (%)
41.73
42.19
42.19
36.89
36.67
Weighted average expected life of the subscription right
(years)
5.28
6.22
5.44
6.14
5.38
Weighted average risk free rate (%)
2.17
2.56
2.58
2.77
2.74
Expected dividends
None
None
None
None
None
The exercise price of the subscription rights is determined pursuant to the applicable provisions of the Belgian Law of March
26, 1999.
The weighted average estimated volatility is calculated on the basis of the implied volatility of the share price over the
weighted average expected life of the subscription rights. For the plans issued in 2024 we used the historical volatility.
The weighted average expected life of the subscription right is calculated as the estimated duration until exercise, taking
into account the specific features of the plans. For the plans issued in 2024 we assumed an exercise at mid-point.
Our share-based compensation expense in 2024 in relation to subscription right plans amounted to €19,886 thousand
(2023: €56,718 thousand), of which €17,685 thousand (2023: €36,628 thousand) from continuing operations and €2,201
thousand (2023: €20,090 thousand) from discontinued operations.
FINANCIAL STATEMENTS
Galapagos NV Annual Report 2024
216
The following table provides an overview of the outstanding subscription rights per category of subscription right holders
on December 31, 2024 and December 31, 2023:
December 31
Category
2024
2023
Members of the Board of Directors
7,500
7,500
Executive Committee members
1,616,500
1,670,500
Personnel
10,287,109
9,794,520
Total subscription rights outstanding
11,911,109
11,472,520
The outstanding subscription rights at the end of the accounting period have a weighted average exercise price of €73.19
(2023: €77.93) and a weighted average remaining life of 1,560 days (2023: 1728 days).
Each RSU represents the right to receive, at our discretion, one Galapagos share or a payment in cash of an amount
equivalent to the volume-weighted average price of the Galapagos share on Euronext Brussels over the 30-calendar day
period preceding the relevant vesting date, in accordance with the terms and conditions of the relevant RSU program.
We currently have the following RSU programs:
Plan 2020.I, Plan 2021.I, Plan 2022.I, Plan 2023.I and Plan 2024.I: these plans are intended to provide a long-term incentive
to certain of our employees and Executive Committee members;
Plan 2020.II, Plan 2021.II, Plan 2021.IV, Plan 2022.II, Plan 2023.II and Plan 2024.II: these plans are designed with the aim
to retain a specific group of our key employees and Executive Committee members whose retention is considered so
important for our future performance that an additional incentive is desirable. The beneficiaries are nominated by the
Remuneration committee and the Board of Directors approves this list of beneficiaries. The four-year vesting period is
designed to be aligned with long-term shareholder interests;
Plan 2021.III and Plan 2022.III: these plans are intended to compensate employees who transferred from Gilead to us in
the framework of the transfer of European commercialization rights, for the long-term incentive plans within Gilead under
which unvested RSU awards lapse upon transfer out of the Gilead group. These employees received a one-time RSU grant
from us.
The main characteristics of all these plans are as follows:
Restricted stock units (RSUs)
the RSUs are offered for no consideration;
generally four-year vesting period, with 25% vesting each year, except for some plans or some beneficiaries for which
the RSUs will all vest at the same time three years after the offer date (bullet vesting); vest 50% after two years and 50%
after three years or vest over three years with 34% vesting the first year and 33% in each of the remaining two years;
payout will be in cash or shares, at our discretion, it being understood that in respect of members of the Executive
Committee, any vesting prior to the third anniversary of the offer date will always give rise to a payment in cash rather
than a delivery of shares;
any unvested RSUs are forfeited upon termination of service before the vesting date.
FINANCIAL STATEMENTS
Galapagos NV Annual Report 2024
217
The table below sets forth a summary of RSUs outstanding at December 31, 2024, per RSU plan:
RSU plan
Offer date
Outstanding
at January 1,
2024
Granted during
the year
Forfeited during
the year
Paid in cash
during
the year
Outstanding
at December 31,
2024
Plan 2020.I
05/06/2020
5,191
(2,490)
(2,701)
-
Plan 2020.II
05/07/2020
2,761
(239)
(2,522)
-
Plan 2021.I.
05/05/2021
42,829
(22,968)
(11,413)
8,448
Plan 2021.II.
05/06/2021
9,478
(4,739)
(2,708)
2,031
Plan 2021.III.
06/03/2021-08/06/
2021
5,416
(5,416)
-
Plan 2021.IV.
09/24/2021
15,430
(7,715)
(7,715)
-
Plan 2022.I.
05/03/2022
103,308
(64,066)
(15,410)
23,832
Plan 2022.II.
05/05/2022 -
08/05/2022
106,128
(22,832)
(28,528)
54,768
Plan 2022.III.
06/07/2022
5,530
(5,530)
-
Plan 2023.I.
05/08/2023
366,582
(191,532)
(45,087)
129,963
Plan 2023.II.
05/09/2023 -
06/15/2023 -
11/17/2023
512,800
(108,471)
(116,704)
287,625
Plan 2024.I.
05/16/2024
-
588,216
(21,760)
566,456
Plan 2024.II.
05/16/2024 - 09/17/
2024
-
251,872
(18,724)
233,148
Total
1,175,453
840,088
(476,482)
(232,788)
1,306,271
(in number of RSUs)
2024
2023
Outstanding on January 1
1,175,453
736,095
Granted during the year
840,088
920,510
Forfeited during the year
(476,482)
(270,474)
Paid in cash during the year
(232,788)
(210,678)
Outstanding on December 31
1,306,271
1,175,453
The RSUs are measured based on the volume-weighted average price of the Galapagos share on Euronext Brussels over the
30-calendar day period preceding the reporting period and they are re-measured at each reporting date. We recognize the
corresponding expense and liability over the vesting period. The total liability relating to outstanding RSUs on December
31, 2024 amounted to €16.7 million (2023: €13.8 million).
The following table provides an overview of the outstanding RSUs per category of RSU holders on December 31, 2024 and
December 31, 2023.
December 31
Category (in number of RSUs)
2024
2023
Executive Committee members
564,034
438,738
Personnel
742,237
736,715
Total outstanding RSUs
1,306,271
1,175,453
FINANCIAL STATEMENTS
Galapagos NV Annual Report 2024
218
Gilead exercises significant influence over us as from the equity subscription on August 23, 2019. As a result of the equity
subscription we received a transparency notification from Gilead on August 28, 2019 confirming they held 22.04% of the
then issued and outstanding shares of Galapagos.
By exercising Warrant A on November 6, 2019, Gilead increased its ownership in Galapagos to 25.10% of the then
outstanding shares. Gilead further increased its ownership to 25.84% at December 31, 2019. Gilead’s ownership then diluted
to 25.35% at December 31, 2023 and at December 31, 2024, due to one capital increase resulting from the exercise of
subscription rights under employee subscription right plans in the course of 2023.
The presumption of significant influence is also confirmed by Gilead’s right, for as long as it holds more than 20% of
Galapagos’ share capital, to appoint two investor Board designees to Galapagos’ Board of Directors, out of a total of nine.
The following table details our relation with Gilead:
December 31
(thousands of €)
2024
2023
Trade and other receivables(1)
2,268
5,198
Trade and other payables
-
585
Year ended
December 31
(thousands of €)
2024
2023
Revenues recognized related to the performance obligation for the drug discovery platform
230,182
230,242
Revenues recognized related to the filgotinib performance obligation(2)
26,041
429,439
Royalty income related to the commercialization of filgotinib
10,604
9,466
Cost reimbursements related to the development of GLPG1690(3)
128
299
Cross charges from and to Gilead relating to filgotinib(4)
-
3,643
(1) Consisting on December 31, 2024, mainly of a royalties receivable of €2.2 million. Consisting on December 31, 2023, of filgotinib development cost sharing receivables of
€2.5 million and royalties receivables of €2.4 million
(2) Upfront and milestone payments recognized in accordance with the percentage of completion of the underlying obligation
(3) Shown as decrease of research and development expenditure
(4) Net amount shown as an (increase)/decrease of research and development expenditure
As at December 31, 2023, we had two outstanding performance obligations under IFRS 15 towards Gilead, which were the
performance obligation related to our drug discovery platform and the termination of our performance obligation relating
to filgotinib before its transfer to Alfasigma on January 31, 2024 following the closing of the transaction for the transfer of the
Jyseleca® business. The remaining deferred income for the performance obligation relating to filgotinib, amounting to €26.3
million at December 31, 2023, was recognized in revenue in 2024. The outstanding deferred income balance at December
31, 2024 for the drug discovery platform amounted to €1.1 billion.
A detailed explanation of our transactions with Gilead in 2024 and 2023 can be found in the section titled Agreements with
major Galapagos NV shareholders.
There are no other shareholders or other entities who, solely or jointly, control us or exercise significant influence over us.
32. Related Parties
Relationship and transactions with entities with control of, or significant influence
over, Galapagos
Gilead
FINANCIAL STATEMENTS
Galapagos NV Annual Report 2024
219
Please see note 33 for an overview of the consolidated companies of the group, which are all wholly-owned subsidiaries of
Galapagos NV.
Our key management personnel consists of the members of the Executive Committee and members of the Board of
Directors. All amounts mentioned in this section are based on expenses recognized in the financial statements for the
relevant financial year.
On December 31, 2024, our Executive Committee had four members: Stoffels IMC BV (permanently represented by Dr. Paul
Stoffels), Mr. Thad Huston, Ms. Valeria Cnossen and Ms. Annelies Missotten. They provide their services to us on a full-time
basis.
On December 31, 2024, our Board of Directors consisted of nine members: Stoffels IMC BV (permanently represented by
Dr. Paul Stoffels), Mr. Peter Guenter, Mr. Andrew Dickinson, Dr. Linda Higgins, Dr. Elisabeth Svanberg, Mr. Jérôme Contamine,
Dr. Susanne Schaffert, Mr. Simon Sturge and Mr. Nodelman.
During its meeting of March 26, 2024, the Board of Directors appointed Mr. Andrew Dickinson by cooptation as a Non-
Executive Independent Director effective March 27, 2024, replacing Mr. Daniel O’Day who stepped down on March 26, 2024.
Mr. Andrew Dickinson’s appointment has been confirmed by the shareholders at the Company’s Annual Shareholders’
Meeting of April 30, 2024.
During its meeting of October 6, 2024, the Board of Directors appointed Mr. Oleg Nodelman by cooptation as a Non-
Executive Independent Director effective October 7, 2024, replacing Dr. Dan Baker who stepped down on October 6, 2024.
Mr. Oleg Nodelman’s appointment will be submitted to the confirmation of the Company’s Annual Shareholders’ Meeting
which will be held on April 29, 2025.
Effective from January 1, 2020, we no longer grant any subscription rights to members of the Board of Directors, taking
into account the stricter rules of the Belgian Companies Code and 2020 Corporate Governance Code. Prior to 2020, Board
members were granted subscription rights.
Effective from April 26, 2022, our CEO, Stoffels IMC BV, permanently represented by Dr. Paul Stoffels, has been appointed
as the Chair of the Board of Directors of Galapagos. The CEO will only be remunerated for the performance of its executive
functions as CEO and is not entitled to any additional remuneration for its mandates of Chair of the Board of Directors or of
any Committee.
Reference is made to the Remuneration Report, which discloses pursuant to the Belgian Companies Code the
remuneration awarded to each member of the Board of Directors and Executive Committee during 2024.
Relationship and transactions with subsidiaries
Relationship and transactions with key management personnel
Remuneration of key management personnel
FINANCIAL STATEMENTS
Galapagos NV Annual Report 2024
220
The remuneration package of the members of key management personnel comprises:
Year ended December 31
Thousands of € (except for the number of subscription rights and RSUs)
2024
2023
Remuneration of key management personnel:
Short-term benefits to Executive Committee members as a group(1)
3,279
3,902
Board fees for members of the Board of Directors
859
749
Post-employment benefits(2)
186
209
Severance package(3)
-
3,150
Subscription rights granted in the year
Number of subscription rights granted in the year to Executive Committee members as a group
185,000
325,000
Total cost of subscription rights granted in the year under IFRS 2
1,765
5,163
Number of RSUs granted in the year
Total number of RSUs granted in the year to Executive Committee members as a group(1)(4)
299,516
331,066
(1) Mr. Bart Filius was a member of the Executive Committee until June 30, 2023 and Mr. Michele Manto was a member of the Executive Committee until December 31, 2023. Their
(prorated) remuneration and benefits are included in the overview for the financial year 2023. Ms. Valeria Cnossen and Ms. Annelies Missotten were members of the Executive
Committee as of January 1, 2023. Mr. Thad Huston was a member of the Executive Committee as of July 1, 2023. Their (prorated) remuneration and benefits are included in the
overview for the financial year 2023.
(2) Only Executive Committee members receive post-employment benefits.
(3) For 2023, we disclose Mr. Filius' termination package. The reported amount for 2023 consists of an amount paid to Mr. Filius in accordance with the severance package awarded to
him as well as an amount paid in 2023 in accordance with the severance package awarded to Mr. Van de Stolpe, our former CEO, in 2021.
(4) This is the sum of the RSUs awarded during the respective financial year, excluding the RSUs representing the deferred portion of the bonus for 2023 in FY2023 (each time to be
granted in the following financial year). Only Executive Committee members were awarded RSUs.
No loans, quasi-loans or other guarantees were given by us or any of our subsidiaries to members of the Board of Directors
and of the Executive Committee. We have not entered into transactions with our key management personnel, other than
as described above with respect to remuneration arrangements relating to the exercise or termination of their mandates as
members of the Executive Committee and the Board of Directors.
Other
FINANCIAL STATEMENTS
Galapagos NV Annual Report 2024
221
Name of the subsidiary
Country
% voting right
Galapagos NV
(directly or indirectly through
subsidiaries)
Change in % voting
right previous period
(2024 vs 2023)
Continuing operations
GLPG US Inc. (formerly AboundBio Inc.)
United States
100%
Galapagos B.V. (merged with CellPoint B.V.)
The Netherlands
100%
Galapagos GmbH
Switzerland
100%
GLPG US Holding Inc. (formerly Galapagos Inc.)
United States
100%
Galapagos NV
Belgium
Parent company
Galapagos Real Estate Belgium BV
Belgium
100%
Galapagos Real Estate Netherlands B.V.
The Netherlands
100%
Galapagos U.K. Limited
United Kingdom
100%
100%
Galapagos SASU
France
100%
Xenometrix, Inc. in liquidation
United States
100%
Galapagos Holding PTE. LTD.
Singapore
100%
100%
Discontinued operations
Galapagos Biopharma Belgium BV
Belgium
0%
(100%)
Galapagos Biopharma Netherlands B.V.
The Netherlands
0%
(100%)
Galapagos Biopharma Spain S.L.U.
Spain
0%
(100%)
Galapagos Biopharma Italy S.r.l.
Italy
0%
(100%)
Galapagos Biopharma Germany GmbH
Germany
0%
(100%)
Galapagos Biopharma Sweden AB
Sweden
0%
(100%)
Galapagos Biopharma Norway AS
Norway
0%
(100%)
Galapagos Biopharma Finland Oy
Finland
0%
(100%)
Galapagos Biopharma Denmark ApS
Denmark
0%
(100%)
Galapagos Biopharma Austria GmbH
Austria
0%
(100%)
Galapagos Biopharma Ireland Ltd
Ireland
0%
(100%)
Galapagos Biotech Ltd
United Kingdom
0%
(100%)
There are no significant restrictions on the group’s ability to access or use assets, or settle liabilities, of one of the group’s
subsidiaries.
In December 2024, we signed a share purchase agreement regarding the shares of Galapagos Real Estate Belgium BV. We
expect closing of the transaction by March 31, 2025.
On January 7, 2025, we incorporated Galapagos (Shanghai) Bioscience Co., Ltd., in the People’s Republic of China, and on
February 14, 2025 we incorporated XYZ SpinCo NV.
33. Consolidated Companies as of December 31, 2024
FINANCIAL STATEMENTS
Galapagos NV Annual Report 2024
222
Our financial risks are managed centrally. Our finance department coordinates the access to national and international
financial markets and considers and manages continuously the financial risks concerning our activities. These relate to the
following financial markets risks: credit risk, liquidity risk, currency and interest rate risk. Our interest rate risk is limited
because we have no financial debt. In case of decreasing interest rates we will face a reinvestment risk on our strong
cash and cash equivalents and financial investments balance. We do not buy or trade financial instruments for speculative
purposes.
Categories of financial assets and liabilities (the below table does not contain the financial assets and liabilities included in
the disposal group held for sale – reference is made to note 5 for more information):
December 31
(thousands of €)
2024
2023
Notes
Financial assets held at fair value through other comprehensive income
Equity instruments
52,941
-
16
Financial assets held at fair value through profit or loss
Equity instruments
-
13,575
16
Contingent consideration receivable
47,207
-
5
Financial investments
1,484,599
1,316,805
21
Financial assets at amortized cost
Financial investments
1,768,917
2,200,893
21
Escrow account
41,163
-
5
Cash and cash equivalents
64,239
166,803
22
Restricted cash (current and non-current)
1,985
5,533
17
Other non-current assets
1,266
318
17
Trade receivables
32,471
17,494
20
Total financial assets
3,494,788
3,721,421
Financial liabilities held at fair value through profit or loss
Current financial instruments
5
-
26
Non-current contingent consideration related to milestones CellPoint
20,576
20,972
26
Financial liabilities at amortized cost
Trade liabilities
64,230
87,966
26
Lease liabilities
11,722
9,596
25
Total financial liabilities
96,533
118,534
The carrying amounts of trade payables and trade receivables are considered to be the same as their fair values, due to their
short-term nature.
34. Financial Risk Management
Financial risk factors
FINANCIAL STATEMENTS
Galapagos NV Annual Report 2024
223
Financial assets held at fair value through other comprehensive income consisted of equity instruments of non-listed
companies.
We have no restrictions on the sale of these equity instruments and the assets are not pledged under any of our liabilities.
The fair value of the equity instruments in the non-listed companies has been determined mainly by reference to the initial
transaction price (classified as level 3 in the fair value hierarchy).
Financial assets held at fair value through profit or loss consisted of current financial investments and contingent
consideration receivable.
Current financial investments include money market funds in EUR and USD, which all classify for level 1 fair value
measurement.
Financial investments and cash and cash equivalents amounted to €3,317.8 million on December 31, 2024. Management
forecasts our liquidity requirements to ensure that we have sufficient cash to meet operational needs. We have no credit
lines. Such forecasting is based on realistic assumptions with regards to royalties, milestone and upfront payments to
be received, taking into account our past track record, including the assumption that not all new projects that are being
planned will be realized.
All our cash and cash equivalents have only an insignificant liquidity risk as they are all convertible upon a maximum three
month notice period and without incurring a significant penalty in normal market circumstances.
The term “credit risk” refers to the risk that counterparty will default on its contractual obligations resulting in financial loss
for us.
We grant credit to our clients in the framework of our normal business activities. Usually, we require no pledge or other
collateral to cover the amounts due. All our receivables are considered collectable, except for two invoices for a total amount
of €9.6 million, for which we recorded a provision for expected credit losses.
We did not account for a provision for expected credit losses relating to all our other trade and other receivables given that
there is no history of material credit losses, nor does forward looking information reveals any potential risk and due to the
high-quality nature of our customers.
Aging balance of receivables that are due, but that are still considered collectable:
December 31
(thousands of €)
2024
2023
60 – 90 days
552
3
90 – 120 days
24
3
more than 120 days
19
117
Our cash and cash equivalents are invested primarily in current, notice and term accounts. For banks and financial
institutions, only independently rated parties with a minimum rating of ‘A’ are accepted at the beginning of the term. Our
financial investments are also kept within different financial institutions and include term deposits, money market funds
and treasury bills with an AAA rating. The money market funds are invested in a well-diversified portfolio of highly rated
assets.
Financial assets held at fair value through other comprehensive income
Financial assets held at fair value through profit or loss
Liquidity risk
Credit risk
FINANCIAL STATEMENTS
Galapagos NV Annual Report 2024
224
The only variable interest-bearing financial instruments are cash and cash equivalents and financial investments.
Changes in interest rates may cause variations in interest income and expenses resulting from short-term interest-bearing
assets.
A 100 basis points increase in interest rates at balance sheet date would have increased profit or loss, and equity, by
approximately €33.2 million (2023: €36.8 million); a 100 basis points decrease in interest rates would have decreased profit
or loss, and equity, by approximately €33.2 million (2023: €36.8 million). These scenarios assume our entire cash portfolio
would immediately reprice at the new interest rates.
We are exposed to foreign exchange risk arising from various currency exposures. Our principal functional currency is euro,
but we receive payments from our main collaboration partner Gilead in U.S. dollars and acquire some consumables and
materials in U.S. dollars, Swiss francs, and GB pounds.
To limit this risk, we attempt to align incoming and outgoing cash flows in currencies other than EUR. In addition, contracts
closed by our different entities are mainly in the functional currencies of that entity, except for the collaboration agreement
signed with Gilead for which payments are denominated in U.S. dollars.
The exchange rate risk in case of a 10% change in the exchange rate amounts to:
December 31
Net book value (thousands of €)
2024
2023
Increase in Euros – U.S. Dollars
(70,387)
(78,013)
Increase in Euros – GB Pounds
31
666
Increase in Euros – CH Francs
280
385
The exchange rate risk on the U.S. dollar is primarily related to our cash and cash equivalents and financial investments held
in U.S. dollars.
We manage our capital to safeguard that we will be able to continue as a going concern. At the same time, we want to
ensure the return to our shareholders through the results from our research and development activities.
Our capital structure consists of financial investments, cash and cash equivalents, and equity attributed to the holders of
our equity instruments, such as capital, reserves and results carried forward, as mentioned in the consolidated statement
of changes in equity.
We manage our capital structure and make the necessary adjustments in the light of changes of economic circumstances,
the risk characteristics of underlying assets and the projected cash needs of the current research and development
activities.
The adequacy of the capital structure will depend on many factors, including scientific progress in the research and
development programs, the magnitude of those programs, the commitments to existing and new clinical CROs, the ability
to establish new alliance or collaboration agreements, the capital expenditures, the new commercial activities, market
developments and any future acquisition.
Neither we nor any of our subsidiaries are subject to any externally imposed capital requirements, other than those
imposed by generally applicable company law requirements.
Interest rate risk
Effect of interest rate fluctuation
Foreign exchange risk
Capital risk factors
FINANCIAL STATEMENTS
Galapagos NV Annual Report 2024
225
The statutory auditor’s fees for carrying out its mandate at group level amounted to €1,063.9 thousand in 2024 which
includes audit services for an amount of €203.3 thousand related to the Alfasigma transaction and the Adaptimmune
contract (2023: €1,124.0 thousand). Audit-related fees, which generally the auditor provides, amounted to €17.2 thousand in
2024 (2023: €20.2 thousand). Other fees related to non-audit services executed by the statutory auditor amounted to €88.9
thousand in 2024 (2023: €6.6 thousand) and related to ESG reporting. Other fees related to non-audit services executed by
persons related to the statutory auditor amounted to nil in 2024 (2023: nil). Tax fees amounted to €49.5 thousand in 2024
(2023: €68 thousand) and related to tax assistance relating to personal payroll taxes related to prior year filings. The Audit
Committee and the Board of Directors are of the opinion that these non-audit services do not affect the independence of
the statutory auditor in the performance of his audit. The abovementioned additional fees were fully approved by the Audit
Committee in accordance with article 3:64 of the Belgian Code of Companies and Associations.
On January 8, 2025, we announced that we entered into a separation agreement with Gilead pursuant to which we intend to
spin-off a portion of our current cash balance as well as our rights and obligations under certain agreements with Gilead into
a newly incorporated entity, SpinCo (to be named later) (the “Separation”). The Separation will be conducted in accordance
with the relevant provisions of the Belgian Companies and Associations Code. Completion of the Separation is contingent
upon the approval of the partial demerger by an Extraordinary Shareholders’ Meeting of Galapagos, as well as certain
other customary conditions. The Separation is expected to occur by mid-2025. This was assessed to be a non-adjusting
subsequent event for the consolidated financial statements of the year ended December 31, 2024.
On January 8, 2025, we agreed with Gilead in the framework of this intended separation, that we will assign the option,
license and collaboration agreement to the newly formed SpinCo as of the effective date of the separation. As of the
separation, we will be released from the collaboration and will have full global development and commercialization rights
to our 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. The applicable royalty rates will be subject to customary step-downs
and adjustments. The royalty term will continue until the later of the expiration of the last Galapagos patent covering the
product, the expiration of regulatory exclusivity, or twenty years after the separation date. In the framework of this intended
separation, Gilead has furthermore agreed to waive its rights under the option, license and collaboration agreement with
respect to all of our and our affiliates' small molecule research and development activities and programs. This waiver allows
us to wind down, license, divest, partner, or take other similar actions in respect of the small molecule programs without
Gilead's consent or veto. Gilead will not receive any royalties, proceeds, payments, or other consideration arising from these
actions.
Upon completion of the separation, we intend to release through revenue a significant part of the remaining deferred
income balance allocated to the Gilead exclusive access rights to our drug discovery platform, as we will be released from
our performance obligation under the Option, License and Collaboration Agreement (OLCA). We intend to re-qualify a
portion of deferred income balance as a financial liability resulting from the Separation measured at fair value under IFRS 9
35. Statutory Auditor’s Remuneration
36. Events after Balance Sheet Date
SpinCo will be a newly formed company with approximately €2.45 billion in current Galapagos cash.
SpinCo intends to apply for listing on Euronext Brussels, Euronext Amsterdam and Nasdaq, with all our
shareholders receiving SpinCo shares on a pro rata basis, proportional to their ownership of Galapagos shares as of
a record date to be established.
As of the separation, the global Option, License and Collaboration Agreement with Gilead (OLCA) will be assumed
by SpinCo.
Galapagos will have approximately €500 million in cash at the expected time of the spin-off of SpinCo. To advance our
goal of becoming a global leader in cell therapy in oncology and as part of our focused strategy and optimized capital
allocation, we also announced our plans to discontinue our small molecule discovery programs and seek potential
partners to take over our small molecules’ assets.
FINANCIAL STATEMENTS
Galapagos NV Annual Report 2024
226
for the future royalties payables to Gilead. This financial liability will subsequently be measured at fair value through profit
or loss at each reporting period.
We concluded that no accounting liability resulting from the OLCA will be transferred from Galapagos to SpinCo at the time
of the completion of the Separation.
We intend to reorganize our business to focus on long-term value creation in cell therapy in oncology. This is anticipated to
lead to a reduction of approximately 300 positions across the organization in Europe, representing 40% of our employees.
This reorganization would result in meaningful reductions in staff in Belgium and the closure of the site in France. We would
continue to operate from our main hubs in Princeton and Pittsburgh in the United States, and from Leiden, Netherlands,
and Mechelen, Belgium. At the time of this annual report, the estimated restructuring costs for the restructured staff amount
to €57 million.
Further quantitative impacts resulting from the transaction, including the total transaction costs, will be disclosed in future
reporting periods when those impacts will be known.
We will provide transitional services to SpinCo on a cost-plus basis during a reasonable period after the separation to
facilitate SpinCo's operations and allow it to operate on a stand-alone basis as soon as reasonably possible.
On March 25, 2025, our consolidated financial statements were approved by the Board of Directors and authorized for
publication. They were signed on behalf of the Board of Directors by:
(signed)
Stoffels IMC BV
permanently represented by Dr. Paul Stoffels
Chairman of the Board of Directors
Jérôme Contamine
Chairman of the Audit Committee and member of the Board of Directors
25 March 2025
FINANCIAL STATEMENTS
Galapagos NV Annual Report 2024
227
This overview only concerns an abbreviated version of the non-consolidated statutory results of Galapagos NV. These
results are part of the consolidated results as discussed in the Letter from the CEO and Chairman. The complete version
of the statutory accounts of Galapagos NV will be filed with the National Bank of Belgium. The statutory auditor’s report
contains an unqualified opinion on the statutory accounts of Galapagos NV.
Income statement
Year ended December 31
(thousands of €)
2024
2023
Turnover
303,425
628,899
Inventory semi-finished and finished goods: increase (decrease)
(12,598)
6,808
Internally generated intangible assets
265,376
352,580
Other operating income
39,918
16,103
Non-recurring operating income
-
547
Operating income
596,121
1,004,937
Raw materials, consumables and goods for resale
(46,408)
(28,718)
Services and other goods
(334,588)
(397,124)
Remuneration, social security costs and pensions
(57,873)
(73,556)
Depreciation, impairment and other amounts written off on constitution costs, intangible and
tangible assets
(283,475)
(360,512)
Impairment on inventories, on orders in progress and trade receivables
(10,600)
-
Increase in provisions
(3,568)
(4,220)
Other operating charges
(27,141)
(70,785)
Non-recurring operating costs
(40,212)
(1,037)
Operating profit/loss (-)
(207,744)
68,985
Finance income
201,081
213,501
Non-recurring finance income
55,972
-
Finance cost
(18,647)
(27,417)
Non-recurring finance cost
-
(10,069)
Profit before tax
30,662
245,000
Taxes
17,120
26,292
Profit for the year
47,782
271,292
Loss brought forward
(235,924)
(507,217)
Accumulated losses to be carried forward
(188,142)
(235,924)
Overview Statutory Results of Galapagos NV
FINANCIAL STATEMENTS
Galapagos NV Annual Report 2024
228
Balance sheet
December 31
(thousands of €)
2024
2023
Assets
Non-current assets
545,301
464,865
Intangible fixed assets
109,134
58,349
Tangible fixed assets
16,519
16,025
Financial fixed assets
297,493
268,400
Non-current trade and other receivables
122,155
122,091
Current assets
3,498,843
3,836,396
Inventories
51,192
73,978
Trade and other receivables
108,323
91,066
Deferred costs
25,314
10,889
Accrued income
7,934
14,651
Cash and cash equivalents
3,306,080
3,645,812
Total assets
4,044,144
4,301,261
Equity and liabilities
Equity
2,829,485
2,781,703
Share capital and reserves
356,445
356,445
Share premium account
2,661,182
2,661,182
Accumulated losses
(188,142)
(235,924)
Liabilities
1,214,659
1,519,558
Non-current liabilities
17,539
13,972
Provisions
17,539
13,972
Current liabilities
1,197,120
1,505,586
Trade and other payables
126,717
178,117
Tax, payroll and social security liabilities
11,989
23,758
Accrued costs
-
538
Deferred income
1,058,414
1,303,173
Total equity and liabilities
4,044,144
4,301,261
Galapagos NV’s operating income decreased by €408.8 million in 2024, from €1,004.9 million in 2023 to €596.1 million in
2024. This decrease was due to a lower turnover, of €325.5 million, mainly recognition of upfront payments. The sale of the
Jyseleca® business to Alfasigma on January 31, 2024 led to the full recognition in revenue in 2024 of the remaining deferred
income related to filgotinib.
There was also a decrease due to internally generated intangible assets – being capitalized R&D expenses – which
contributed by €87.2 million less to our operating income than previous year. Other operating income increased with €23.8
million and amounted to €39.9 million for the year ended December 31, 2024, including €24.7 million cross-charges to
FINANCIAL STATEMENTS
Galapagos NV Annual Report 2024
229
Alfasigma, €2.0 million of grants recognized for R&D projects, €5.2 million recuperation of withholding taxes for scientists
and €5.9 million services rendered to Alfasigma during the transition period.
The operating costs of 2024 amounted to €803.9 million compared to €935.9 million in 2023.
Material purchases increased from €28.7 million in 2023 to €46.4 million in 2024, due to an increase in cost of goods sold.
Services and other goods decreased to €334.6 million compared to €397.1 million in 2023, primarily due to decreased
external subcontracting for our preclinical studies and clinical trials.
Personnel costs in 2024 decreased to €57.9 million compared to €73.6 million in 2023. The number of employees at
Galapagos NV at the end of 2024 amounted to 278 as compared to 367 at the end of 2023, excluding insourced personnel.
The average number of FTE in 2024 decreased to 292, compared to 369 in 2023.
Depreciation decreased to €294.1 million in 2024, compared to €360.5 million in 2023, and related primarily to amortization
of capitalized R&D expenses. Galapagos NV capitalizes its incurred R&D expenses and fully amortizes them in the same year.
Other operating charges decreased from €70.8 million in 2023 to €27.1 million in 2024 caused by a reduction in transfer
pricing management fees.
Non-recurring operating costs increased from €1.0 million in 2023 to €40.2 million in 2024 caused by the contribution for
R&D costs of €40.0 million due to Alfasigma.
Galapagos NV’s 2024 financial income decreased to €201.1 million compared to €213.5 million in 2023, financial costs
decreased to €18.6 million compared to €27.4 million in 2023. Non-recurring finance income in 2024 consisted of the more-
value on the sale of the Jyseleca® business to Alfasigma. Non-recurring finance cost in 2023 consisted of impairment on
financial assets. The net exchange loss amounted to €29.3 million in 2023 as compared to a net exchange gain of €44.7
million in 2024 and consisted mainly of non-realized currency exchange results on U.S. dollar. The net interest income in
2024 amounted to €117.2 million as compared to a net interest income of €97.9 million in 2023. Financial income also
included dividend income of €12.3 million in 2024 and €109.5 million in 2023.
Tax income recorded in 2024 of €17.1 million as compared to €26.3 million tax income in 2023, related to tax incentives for
investments in intangible fixed assets.
Investments in fixed assets in 2024 amounted to €73.7 million, excluding the internally generated assets. They consisted
mainly of investments in intangible assets, being an upfront exclusivity payment and software, as well of costs for building
improvements, new laboratory and IT equipment.
Non-current and current other receivables amounted to respectively €122.2 million and €64.1 million and included the
receivable for tax incentives amounting to respectively €118.7 million and €18.1 million in 2024, compared to other
receivables for tax incentives of €117.4 million and €13.8 million in 2023.
Galapagos NV’s cash position at the end of 2024 amounted to €3,306.1 million.
The non-consolidated annual accounts of Galapagos NV which we submit for your approval were prepared in accordance
with Belgian accounting rules as well as with the legal and regulatory requirements. They show a positive result. The
financial year 2024 closed with a profit of €47.8 million compared to a profit of €271.3 million in 2023. The non-consolidated
annual accounts of Galapagos NV show accumulated losses of €188.1 million as at December 31, 2024; we refer to the Going
concern statement for justification for the application of the valuation rules under the going concern assumption.
In 2024, Galapagos NV did not make use of financial instruments.
Following common practice, Galapagos NV has given customary representations and warranties which are capped and
limited in time.
FINANCIAL STATEMENTS
Galapagos NV Annual Report 2024
230
In the context of the statutory audit of the consolidated financial statements of Galapagos NV (‘the Company’) and its
subsidiaries (together referred to as 'the Group'), we hereby present our statutory auditor’s report. It includes our report of
the consolidated financial statements and the other legal and regulatory requirements. This report is an integrated whole
and is indivisible.
We have been appointed as statutory auditor by the general meeting of April 25, 2023, following the proposal formulated by
the administrative body issued upon recommendation of the Audit Committee and upon presentation by the works council.
Our statutory auditor’s mandate expires on the date of the General Meeting deliberating on the financial statements closed
on December 31, 2025. We have performed the statutory audit of the consolidated financial statements of the Group for two
consecutive years.
We have performed the statutory audit of the Group’s consolidated financial statements, which comprise the consolidated
statement of financial position as at December 31, 2024, and the consolidated income statement and statement of
comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for
the year then ended, and notes, comprising material accounting policy information and other explanatory information, and
which is characterised by a consolidated statement of financial position total of 4,135,719 thousand EUR and for which the
consolidated income statement shows a profit for the year of 74,082 thousand EUR.
In our opinion, the consolidated financial statements give a true and fair view of the Group’s net equity and financial
position as at December 31, 2024, as well as of its consolidated financial performance and its consolidated cash flows for
the year then ended, in accordance with the IFRS Accounting Standards as adopted by the European Union and with the
legal and regulatory requirements applicable in Belgium.
We conducted our audit in accordance with International Standards on Auditing (ISA) as applicable in Belgium.
Our responsibilities under those standards are further described in the 'Statutory auditor's responsibilities for the audit of
the consolidated financial statements' section in this report. We have complied with all the ethical requirements that are
relevant to the audit of consolidated financial statements in Belgium, including those concerning independence.
We have obtained from the administrative body and company officials the explanations and information necessary for
performing our audit.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Report of the Statutory Auditor
STATUTORY AUDITOR’S REPORT TO THE GENERAL MEETING OF
GALAPAGOS NV FOR THE YEAR ENDED 31 DECEMBER 2024
(CONSOLIDATED FINANCIAL STATEMENTS)
REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS
Unqualified opinion
Basis for unqualified opinion
REPORT OF THE STATUTORY AUDITOR
Galapagos NV Annual Report 2024
231
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
consolidated financial statements of the current year. These matters were addressed in the context of our audit of the
consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters.
As described in note 4 and 5 to the consolidated financial statements, on January 31, 2024, the Company completed
the sale of the Jyseleca® business to Alfasigma and entered into a transition agreement with Alfasigma that specifies the
responsibilities and services to be provided by both parties during a transition period following the completion of the sale.
On that date, the Company recognized a gain on disposal of 52.5 million EUR, an upfront cash receipt of 50.0 million EUR,
contingent consideration receivable estimated at 47.0 million EUR and a liability related to a contribution for research and
development costs to Alfasigma of 40.0 million EUR.
The accounting for the disposal of the Jyseleca® business to Alfasigma was identified as a critical audit matter due to the
judgement in identifying the different elements of the total consideration, determining the fair value of the contingent
consideration receivable, and accounting for the transition agreement.
Auditing the fair value of the contingent consideration receivable was complex due to the significant judgment required in
estimating the fair value. In particular, the fair value estimate required the use of a valuation methodology that was sensitive
to certain significant assumptions, including net sales forecasts and the discount rate used in the model. Additionally, we
exercised considerable judgment in auditing the research and development costs payable to Alfasigma, as required by
the transition agreement, which was recognized as part of the overall gain from the divestiture of the Jyseleca® business.
Variations in these judgments and estimates could notably affect the fair value of the contingent consideration receivable
and the final gain realized from the disposal of the Jyseleca® business.
The primary procedures we performed to address this critical audit matter included:
As described in notes 13 and 14 to the consolidated financial statements, the Company reports a goodwill balance of
70.0 million EUR and indefinite-lived intangible assets valued at 28.2 million EUR associated with its CAR-T/Cell therapy
Key audit matters
Disposal of the Jyseleca® business to Alfasigma and valuation of the related contingent
consideration receivable
Key Audit Matter Description
How the Key Audit Matter Was Addressed in the Audit
Testing the design and operating effectiveness of controls over management’s accounting treatment for the disposal of
the Jyseleca® business, the derecognition of the disposal group, the calculation of the total consideration, including the
development of the significant assumptions used in the valuation model of the contingent consideration receivable,
related to: (i) estimates in the forecasts of future net sales and (ii) discount rate applied to the forecasts.
Evaluating management’s judgements over the identification of all assets and liabilities belonging to the disposal group
by reading relevant agreements and assessing the Company’s ongoing involvement during the transition period as
agreed with Alfasigma.
Verifying the components of the gain on disposal of the Jyseleca® business, including the identification of disposed off
assets and liabilities, the determination of the contingent consideration received and recognition of liability for research
and development costs payable by the Company to Alfasigma.
Assessing the reasonableness of significant inputs and assumptions used by management in the valuation model of the
contingent consideration receivable, based on historical data and internal projections of Jyseleca® sales.
Utilizing professionals with specialized skills and knowledge to assist in evaluating the appropriateness of the discount
rate applied to the contingent consideration receivable.
Impairment of goodwill and indefinite-lived intangibles assets
Key Audit Matter Description
REPORT OF THE STATUTORY AUDITOR
Galapagos NV Annual Report 2024
232
operations. The Company conducted an impairment test on the CAR-T/Cell therapy cash generating unit at December 31,
2024, using a discounted cash flow model to determine its fair value less cost of disposal.
Auditing the Company’s impairment tests for goodwill and indefinite-lived intangibles was complex and required a high
degree of judgment, largely due to the significant estimates needed to determine the fair value less cost to sell, of the
cash-generating unit CAR-T/Cell therapy. The fair value estimates are specifically based on assumptions tailored to CAR-
T research and development activities and its product candidates. These assumptions critically impact the significant
uncertainty involved in reaching clinical development milestones. Essential factors, such as the timing of anticipated future
cash flows, long-term sales projections driven by patient volumes, market share and pricing, and the discount rate, are
pivotal to these estimates.
The primary procedures we performed to address this critical audit matter included:
The administrative body is responsible for the preparation of consolidated financial statements that give a true and fair view
in accordance with the IFRS Accounting Standards as adopted by the European Union and with the legal and regulatory
provisions applicable in Belgium, and for such internal control as the administrative body determines is necessary to enable
the preparation of consolidated financial statements that are free from material misstatements, whether due to fraud or
error.
In preparing the consolidated financial statements, the administrative body is responsible for assessing the Group’s ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern
basis of accounting unless the administrative body either intends to liquidate the Group or to cease operations, or has no
realistic alternative but to do so.
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue a statutory auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance, but it is not a guarantee that an audit conducted in accordance
with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these consolidated financial statements.
When executing our audit, we respect the legal, regulatory and normative framework applicable for the audit of the
consolidated financial statements in Belgium. However, a statutory audit does not guarantee the future viability of the
How the Key Audit Matter Was Addressed in the Audit
Critically evaluating and challenging the design and operating effectiveness of the Company's internal controls
surrounding the goodwill and indefinite-lived intangible asset impairment exercise.
Assessing the appropriateness of the valuation methodology used by the Company to estimate the fair value less cost
of disposal of the CAR-T/Cell Therapy.
Evaluating the Company’s rationale for defining the cash generating unit CAR-T/Cell therapy and examined the proper
allocation of assets to the cash generating unit.
Scrutinizing the key assumptions and estimates used by the Company, such as projected cash flows, discount rates, and
probability of success of achieving clinical development milestones. We compared these assumptions with industry
reports to assess their reasonableness and consistency with external market conditions.
Involving professionals with valuation expertise to provide an independent evaluation of discount rate used.
Examining the sensitivity analyses performed by the Company to understand the impact of changes in key assumptions
on the impairment assessment and performing our own sensitivity calculations.
Responsibilities of the administrative body for the drafting of the consolidated
financial statements
Statutory auditor’s responsibilities for the audit of the consolidated financial
statements
REPORT OF THE STATUTORY AUDITOR
Galapagos NV Annual Report 2024
233
Group, neither the efficiency and effectiveness of the management of the Group by the administrative body. Our
responsibilities regarding the continuity assumption applied by the administrative body are described below.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional skepticism
throughout the audit. We also:
We communicate with the Audit Committee regarding, among other matters, the planned scope and timing of the audit and
significant audit findings, including any significant deficiencies in internal control identified during the audit.
We also provide the Audit Committee with a statement that we respected the relevant ethical requirements relating
to independence, and we communicate with them about all relationships and other issues which may influence our
independence, and, if applicable, about the related measures to guarantee our independence.
From the matters communicated with the Audit Committee, we determine those matters that were of most significance in
the audit of the consolidated financial statements of the current year, and are therefore the key audit matters. We describe
these matters in our statutory auditor’s report, unless law or regulation precludes public disclosure about the matter.
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud
or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient
and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control;
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s
internal control;
Evaluate the appropriateness of accounting policy information used and the reasonableness of accounting estimates
and related disclosures made by the administrative body;
Conclude on the appropriateness of the administrative body’s use of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our statutory auditor’s report to the related disclosures in the consolidated
financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the
audit evidence obtained up to the date of our statutory auditor’s report. However, future events or conditions may
cause the Group to cease to continue as a going concern;
Evaluate the overall presentation, structure and content of the consolidated financial statements and whether the
consolidated financial statements represent the underlying transactions and events in a manner that achieves fair
presentation;
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities
within the Group to express an opinion on the consolidated financial statements. We are responsible for the
management, the supervision and the performance of the Group audit. We assume full responsibility for the auditor’s
opinion.
REPORT OF THE STATUTORY AUDITOR
Galapagos NV Annual Report 2024
234
The administrative body is responsible for the preparation and the contents of the director’s report on the consolidated
financial statements, including the sustainability information and for the other information included in the annual report on
the consolidated financial statements.
In the context of our mission and in accordance with the Belgian standard (draft version 2025) which is complementary to
the International Standards on Auditing (ISA) as applicable in Belgium, it is our responsibility to verify, in all material aspects,
the director’s report on the consolidated financial statements and the other information included in the annual report on
the consolidated financial statements, and to report on these elements.
The director’s report on the consolidated financial statements contains the consolidated sustainability statements that
are subject to our separate limited assurance report. This section does not concern the assurance on the consolidated
sustainability statements included in the director’s report. For this part of the director’s report on the consolidated financial
statements, we refer to our separate limited assurance report on this matter.
In our opinion, after having performed specific procedures in relation to the director’s report, this director’s report is
consistent with the consolidated financial statements for the same financial year, and it is prepared in accordance with
article 3:32 of the Code of companies and associations.
In the context of our audit of the consolidated financial statements, we are also responsible for considering, in particular
based on the knowledge we have obtained during the audit, whether the director’s report on the consolidated financial
statements and the other information included in the annual report on the consolidated financial statements, contain a
material misstatement, i.e. information which is inadequately disclosed or otherwise misleading. Based on the procedures
we have performed, there are no material misstatements we have to report to you.
In accordance with the draft standard of the Institute of Bedrijfsrevisoren concerning the audit of conformity of the annual
report with the European Single Electronic Format (hereinafter “ESEF”), we also audited the conformity of the ESEF format
with the regulatory technical standards established by the European Delegated Regulation 2019/815 of December 17, 2018
(hereinafter: “Delegated Regulation”) and with the royal decree of November 14, 2007, concerning the obligations of issuers
of financial instruments that are admitted to trade on a regulated market.
The administrative body is responsible for preparing an annual report in accordance with ESEF requirements, including the
consolidated financial statements in the form of an electronic file in ESEF format (hereinafter "digital consolidated financial
statements").
OTHER LEGAL AND REGULATORY REQUIREMENTS
Responsibilities of the administrative body
Responsibilities of the statutory auditor
Aspects relating to the director’s report on the consolidated financial statements
and to the other information included in the annual report on the consolidated
financial statements
Statement concerning independence
Our audit firm and our network did not provide services which are incompatible with the statutory audit of the
consolidated financial statements and our audit firm remained independent of the Group during the term of our
mandate.
The fees related to additional services which are compatible with the statutory audit as referred to in article 3:65 of
the Code of companies and associations were duly itemised and valued in the notes to the consolidated financial
statements.
European Single Electronic Format (ESEF)
REPORT OF THE STATUTORY AUDITOR
Galapagos NV Annual Report 2024
235
It is our responsibility to obtain sufficient and appropriate supporting information to conclude that the format of the annual
report and mark-up language XBRL of the digital consolidated financial statements comply in all material aspects with the
ESEF requirements under the Delegated Regulation and with the royal decree of November 14, 2007.
Based on our work, we believe the digital format of the annual report and the tagging of information in the official Dutch
version of the digital consolidated financial statements included in the annual report of Galapagos NV as at December 31,
2024, and which will be available in the Belgian official mechanism for the storage of regulated information (STORI) of the
FSMA, are in all material respects in accordance with the ESEF requirements pursuant to the Delegated Regulation and the
royal decree of November 14, 2007.
This report is in compliance with the contents of our additional report to the Audit Committee as referred to in article 11 of
regulation (EU) No 537/2014.
Zaventem, March 27, 2025
BDO Bedrijfsrevisoren BV
Statutory auditor
Represented by Ellen Lombaerts*
Auditor
*Acting for a company
Other statements
REPORT OF THE STATUTORY AUDITOR
Galapagos NV Annual Report 2024
236
In the context of the limited assurance engagements on the consolidated sustainability statements of Galapagos NV (‘the
Company’) and its subsidiaries (together referred to as 'the Group'), we hereby present our report on this engagement.
We have been appointed by the general meeting of 30 April 2024 following the proposal formulated by the administrative
body issued upon recommendation of the audit committee to perform a limited assurance engagement on the
consolidated sustainability statements of the Group, included in the section Sustainability Statements of the accompanying
Annual Report dated 31 December 2024 and for the period then ended. hereinafter: the "consolidated sustainability
statements").
Our mandate expires on the date of the general meeting deliberating on the financial statements closed on 31 December
2024. We have performed our assurance engagement on the consolidated sustainability statements of the Group for one
year.
We have conducted a limited assurance engagement on the consolidated sustainability statements of the Group.
Based on our procedures performed and the assurance evidence obtained, nothing has come to our attention that causes
us to believe that the consolidated sustainability statements of the Group, in all material respects:
We conducted our limited assurance engagement in accordance with ISAE 3000 (Revised), "Assurance engagements other
than audits or reviews of historical financial information" ("ISAE 3000 (Revised)"), as applicable in Belgium.
Our responsibilities under this standard are further described in the section of our report "Responsibilities of the statutory
auditor in relation to the limited assurance engagement on the consolidated sustainability statements."
We have complied with all ethical requirements that are relevant to assurance engagements of sustainability statements in
Belgium, including those related to independence.
We apply the International Standard on Quality Management 1 (ISQM 1), which requires the firm to design, implement, and
maintain a quality management system, including policies or procedures related to compliance with ethical requirements,
professional standards, and applicable legal and regulatory requirements.
We have obtained the necessary clarifications and information from the administrative body and officials of the Group
required for our limited assurance engagement.
Report of the Statutory Auditor
(Sustainability Statements)
LIMITED ASSURANCE REPORT OF THE STATUTORY AUDITOR TO THE
GENERAL MEETING ON THE CONSOLIDATED SUSTAINABILITY
STATEMENTS OF GALAPAGOS NV
Limited assurance conclusion
have not been prepared in accordance with the requirements of article 3:32/2 of the Belgian Code of companies and
associations, including compliance with the applicable European Sustainability Reporting Standards (ESRS);
are not in accordance with the process (the "Process") based on ESRS 2 IRO-1 ‘Description of the processes to identify
and assess material impacts, risks and opportunities' carried out by the Group to identify the information reported in
the consolidated Sustainability statements as described in note ‘Double Materiality Assessment); and
do not comply with the requirements of article 8 of Regulation (EU) 2020/852 (the "Taxonomy Regulation") disclosed in
note “EU taxonomy 2024 statement” within the environmental section of the annual report.
Basis for conclusion
REPORT OF THE STATUTORY AUDITOR
Galapagos NV Annual Report 2024
237
We believe that the assurance evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion.
Without prejudice to the conclusion above, we draw attention to note “E1-6 – Gross Scopes 1, 2, 3 and Total GHG emissions”
that describes the different (potential) impacts of changes in business on the disclosed GHG emissions for the base year
2022, the reporting year 2024 and the targets set for 2030.
Due to the inherent limitations of the available data in 2022 the Group is not able to quantify the impact of the Jyseleca®
transaction on the base year values, a fact that is disclosed together with the reason why 2022 base year values are still
considered to be valid and that no restatement is necessary.
Our conclusion is not modified in respect to this matter.
The scope of our work is limited to our limited assurance engagement on the consolidated sustainability information of the
Group. Our limited assurance engagement does not extend to information relating to the comparative figures included in
the consolidated sustainability statement.
The administrative body is responsible for establishing and implementing a Process based on ESRS 2 IRO-1 ‘Description
of the processes to identify and assess material impacts, risks and opportunities' and for disclosing this Process in note
‘Double Materiality Assessment’ of the consolidated sustainability statements.
This responsibility includes:
The administrative body is also responsible for preparing the consolidated sustainability statements, which includes the
information identified by the Process,
This responsibility includes:
Emphasis of matter
Other matter
Responsibilities of the administrative body concerning the preparation of the
consolidated sustainability statements
understanding the context in which the Group's activities and business relationships take place, and developing an
understanding of its affected stakeholders;
identifying the actual and potential impacts (both negative and positive) related to sustainability matters, as well as
risks and opportunities that affect or could reasonably be expected to affect the Group’s financial position, financial
performance, cash flows, access to financing or cost of capital over the short, medium, or long term;
assessing the materiality of the identified impacts, risks and opportunities related to sustainability matters by selecting
and applying appropriate thresholds; and
making assumptions and estimates that are reasonable under the given circumstances.
in accordance with the requirements specified in article 3:32/2 of the Belgian Code of companies and associations,
including the applicable European standards for sustainability information (ESRS); and
in compliance with the requirements of article 8 of Regulation (EU) 2020/852 (the "Taxonomy Regulation") disclosed in
note “EU taxonomy 2024 statement” within the environmental section of the annual report.
designing, implementing, and maintaining internal controls necessary for the preparation of the consolidated
sustainability statements that is free from material misstatements, whether due to fraud or error; and
selecting and applying appropriate sustainability reporting methods, and making assumptions and estimates that are
reasonable under the given circumstances.
REPORT OF THE STATUTORY AUDITOR
Galapagos NV Annual Report 2024
238
The board of directors, supported by the Audit Committee is responsible for monitoring the sustainability reporting process
of the Group.
When reporting forward-looking information in accordance with the ESRS, the administrative body is required to prepare
the forward-looking information based on disclosed assumptions about events that may occur in the future and possible
future actions of the Group. The actual outcome is likely to differ, as anticipated events often do not occur as expected, and
the deviation can be materially significant.
It is our responsibility to plan and perform the assurance engagement with the objective to obtain limited assurance as to
whether the consolidated sustainability statements are free from material misstatements, whether due to fraud or error, and
to issue a limited assurance report that includes our conclusion.
Misstatements can arise from fraud or errors and are considered material if it is reasonably expected that they, individually
or in aggregate, could influence the decisions made by users on the basis of the consolidated sustainability statements.
As part of a limited assurance engagement in accordance with ISAE 3000 (Revised), as applicable in Belgium, we apply
professional judgment and maintain professional skepticism during the engagement.
The work performed in an engagement to obtain limited assurance, referred to in the section "Summary of work
performed," is less extensive than for an engagement to obtain reasonable assurance. Therefore, we do not express an
opinion with reasonable assurance as part of this engagement.
Since the forward-looking information in the sustainability information and the assumptions on which it is based, relate to
the future, they can be affected by events that may occur and/or by possible actions by the Group. The actual outcomes
are likely to differ from the assumptions, as the assumed events often do not occur as expected, and the deviation can be
materially significant. Therefore, our conclusion does not guarantee that the actual outcomes reported will match those
included in the forward-looking information in the consolidated sustainability statements.
Our responsibilities regarding the consolidated sustainability statements, with respect to the Process, include:
Our other responsibilities regarding the sustainability information include:
Inherent limitations in preparing the consolidated sustainability statements
Responsibilities of the statutory auditor in relation to the limited assurance
engagement on the consolidated sustainability statements
Obtaining an understanding of the Process, but not for the purpose of providing a conclusion on the effectiveness of
the Process, including the outcome of the Process; and
Designing and performing procedures to evaluate whether the Process is in accordance with the description of the
Process by the Group as explained in note ‘Double Materiality Assessment’ in the sustainability information of the
consolidated sustainability statements.
Gaining an understanding of the entity's control environment, relevant processes, and information systems for
preparing the sustainability information, but without assessing the design of specific control activities, obtaining
corroborating information about their implementation, or testing the effective operation of the established internal
controls;
Identifying areas where material misstatements are likely to occur in the consolidated sustainability statements,
whether due to fraud or error; and
Designing and performing procedures that respond to areas where material misstatements in the consolidated
sustainability statements are likely to occur. The risk of not detecting a material misstatement resulting from fraud is
higher than that of a material misstatement resulting from error, as fraud may involve collusion, falsification, deliberate
omissions, misrepresentation or override of internal control.
REPORT OF THE STATUTORY AUDITOR
Galapagos NV Annual Report 2024
239
A limited assurance engagement involves performing procedures to obtain evidence about the consolidated sustainability
statements. The nature, timing, and extent of procedures performed in a limited assurance engagement differ from those in
an engagement with reasonable assurance and are less extensive.
Consequently, the level of assurance obtained in a limited assurance engagement is substantially lower than when an
engagement with reasonable assurance would been performed.
The nature, timing, and extent of selected procedures depend on professional judgment, including the identification of
areas where material misstatements in the consolidated sustainability statements are likely to occur, whether due to fraud
or errors.
In conducting our limited assurance engagement with respect to the Process, we have:
In conducting our limited assurance engagement with respect to the consolidated sustainability statements, we have:
Summary of work performed
Obtained an understanding of the Process by:
making inquiries to understand the sources of information used by management (e.g. stakeholder engagement,
business plans and strategy documents); and
by reviewing the Group’s internal documentation of its Process; and
Evaluated whether the evidence obtained from our procedures with respect to the Process implemented by the Group
was in accordance with the description of the Process as outlined in note ‘Double Materiality Assessment’ in the
sustainability information of the consolidated sustainability statements.
Obtained an understanding of the Group’s reporting processes relevant to the preparation of its consolidated
sustainability statements by obtaining an understanding of the Group’s control environment, processes and
information systems relevant to the preparation of the consolidated sustainability statements, but not for the purpose
of providing a conclusion on the effectiveness of the Group’s internal control;
Evaluated whether the information identified by the Process is included in the consolidated sustainability statements;
Evaluated whether the structure and presentation of the consolidated sustainability statements is in accordance with
the ESRS;
Performed inquiries of relevant personnel and performed numerical analyses on selected information in the
consolidated sustainability statements;
Performed substantive procedures on selected information in the consolidated sustainability statements;
Obtained assurance information on the methods for developing estimates and evaluated forward-looking information
as described in the section “Responsibilities of the statutory auditor in relation to the limited assurance engagement on
the consolidated sustainability statements”;
Obtained an understanding of the process to identify taxonomy-eligible and taxonomy-aligned economic activities and
the corresponding disclosures in the consolidated sustainability statements.;
Evaluated compliance processes, methods, and data for covered activities, assessed minimum safeguards compliance
through personnel inquiries, and conducted analytical procedures on EU taxonomy aligned disclosures;
Evaluated the presentation and use of EU taxonomy templates in accordance with relevant requirements;
Reconciled and ensured consistency between the reported EU taxonomy economic activities and the items reported in
the consolidated financial statements including the disclosures provided in related notes.
REPORT OF THE STATUTORY AUDITOR
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240
Our audit firm and our network did not provide services which are incompatible with the limited assurance engagement,
and our audit firm has remained independent of the Group during the term of our mandate.
Zaventem, 27 March 2025
BDO Bedrijfsrevisoren BV
Statutory auditor
Represented by Ellen Lombaerts*
Auditor
*Acting for a company
Statement related to independence
REPORT OF THE STATUTORY AUDITOR
Galapagos NV Annual Report 2024
241
Other
Information
This annual report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act,
that are based on our management’s beliefs and assumptions and on information currently available to our management.
All statements other than present and historical facts and conditions contained in this annual report, including statements
regarding our future results of operations and financial positions, business strategy, plans and our objectives for future
operations, are forward-looking statements. When used in this annual report, the words “anticipate,” “believe,” “can,”
“could,” “estimate,” “expect,” “intend,” “is designed to,” “may,” “might,” “will,” could,” “would," “plan,” “seek”, “upcoming”,
“future”, “potential,” “forward,” “goal,” “next,” “continue,” “should,” “encouraging,” “aim,” “progress,” “remain,” “explore,”
“further,” as well as similar expressions identify forward-looking statements.
Forward-looking statements contained in this report include, but are not limited to the guidance from management
regarding our financial results (including guidance regarding the expected operational use of cash for the fiscal year
2024), statements regarding our strategic and capital allocation priorities, statements regarding the intended separation
of Galapagos into two public companies (Galapagos and SpinCo), the corporate reorganization and related transactions,
including the expected timeline of such transactions, anticipated changes to the management and Board of Directors of
each of Galapagos and SpinCo, the anticipated benefits and synergies of such transactions, the receipt of regulatory and
shareholder approvals for such transactions, and the anticipated cash burn and cash runway of Galapagos following such
transactions, statements regarding capital allocation and the intended deprioritization of GLPG5201, statements regarding
our regulatory outlook, statements regarding the amount and timing of potential future milestone payments, statements
regarding our R&D plans, strategy, and outlook, including progress on our oncology or immunology portfolio, including any
potential changes in such strategy and plans, statements regarding our pipeline and complementary technology platforms
facilitating future growth, statements regarding our product candidates and partnered programs, and any of our future
product candidates or approved products, if any, statements regarding the global R&D collaboration with Gilead and the
amendment of our arrangement with Gilead for the commercialization and development of filgotinib, statements regarding
the expected timing, design and readouts of our ongoing and planned preclinical studies and clinical trials, including but
not limited to (i) GLPG3667 in SLE and DM, (ii) GLPG5101 in R/R NHL, and (v) GLPG5301 in R/R MM, including recruitment
for trials and interim or topline results for trials and studies in our portfolio, statements regarding the potential attributes
and benefits of our product candidates, statements regarding our commercialization efforts for our product candidates
and any of our future approved products, if any, statements regarding the potential future commercial manufacturing
of T-cell therapies, statements related to the IND application for the Phase 1/2 ATALANTA-1 study, statements related
to the anticipated timing for submissions to regulatory agencies, including any INDs or CTAs, statements relating to the
development of our distributed manufacturing capabilities on a global basis, statements regarding our supply chain,
including our reliance on third parties, and statements related to our portfolio, goals, business plans and sustainability
plans. We caution the reader that forward-looking statements are based on our management’s current expectations and
beliefs and are not guarantees of any future performance. Forward-looking statements may involve known and unknown
risks, uncertainties and other factors which might cause our actual results, financial condition and liquidity, performance
or achievements, or the industry in which we operate, to be materially different from any historic or future results, financial
conditions, performance or achievements expressed or implied by such forward-looking statements. In addition, even if
our 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.
Such risks include, but are not limited to, the risk that our expectations and management's guidance regarding our 2024
operating expenses, revenues, cash burn, and other financial estimates may be incorrect (including because one or more
of our assumptions underlying our revenue or expense expectations may not be realized), the risks associated with the
anticipated transactions, including the risk that regulatory and shareholder approvals required in connection with the
transactions will not be received or obtained within the expected time frame or at all, the risk that the transactions and/
or the necessary conditions to consummate the transactions will not be satisfied on a timely basis or at all, uncertainties
regarding our ability to successfully separate Galapagos into two companies and realize the anticipated benefits from
the separation within the expected time frame or at all, the two separate companies’ ability to succeed as stand-alone,
Forward-looking Statements
OTHER INFORMATION
Galapagos NV Annual Report 2024
243
publicly traded companies, the risk that costs of restructuring transactions and other costs incurred in connection with the
transactions will exceed our estimates, the impact of the transactions on our businesses and the risk that the transactions
may be more difficult, time consuming or costly than expected, risks associated with Galapagos’ product candidates
and partnered programs, including GLPG5101 and uza-cel, the risk that ongoing and future clinical trials may not be
completed in the currently envisaged timelines or at all, the inherent risks and uncertainties associated with competitive
developments, clinical trials, recruitment of patients, product development activities, and regulatory approval
requirements (including, but not limited to, the risk that data and timing from our ongoing and planned clinical research
programs in DM, SLE, R/R NHL, RT, R/R MM and other oncologic indications or any other indications or diseases, may not
support registration or further development of our product candidates due to safety, or efficacy concerns, or any other
reasons), risks related to the potential benefits and risks related to our current collaborations, including our plans and ability
to enter into collaborations for additional programs or product candidates, risks related to the acquisitions of CellPoint
and AboundBio, including the risk that we may not achieve the anticipated benefits of the acquisitions of CellPoint and
AboundBio, the inherent risks and uncertainties associated with target discovery and validation, and drug discovery and
development activities, the risk that we may not be able to realize the expected benefits from the appointment (by way of
co-optation) of the new Director, the risk that the preliminary and topline data from our studies, including the ATALANTA-1
and PAPILIO-1 studies, may not be reflective of the final data, risks related to our reliance on collaborations with third parties
(including, but not limited to, our collaboration partners Gilead, Lonza and Adaptimmune), the risk that the transfer of the
Jyseleca® business will not have the currently expected results for our business and results of operations, the risk that we
will not be able to continue to execute on our currently contemplated business plan and/or will revise our business plan,
including the risk that our plans with respect to CAR-T may not be achieved on the currently anticipated timeline or at
all, the risk that our estimates regarding the commercial potential of our product candidates (if approved) or expectations
regarding the revenues and costs associated with the commercialization rights may be inaccurate, the risks related to our
strategic transformation exercise, including the risk that we may not achieve the anticipated benefits of such exercise on
the currently envisaged timeline or at all, the risk that we will encounter challenges retaining or attracting talent, and risks
related to disruption in our operations, supply chain, or ongoing studies due to conflicts or macroeconomic issues. A further
list and description of these risks, uncertainties and other risks can be found in our filings and reports with the Securities
and Exchange Commission (“SEC”), including in our most recent annual report on Form 20-F filed with the SEC, and our
subsequent filings and reports filed with the SEC. We also refer to the “Risk Management” section of this report. Given these
risks and uncertainties, the reader is advised not to place any undue reliance on any such forward-looking statements.
In addition, even if the results of our operations, performance, financial condition and liquidity, or the industry in which
we operate, are consistent with such forward-looking statements, they may not be predictive of results, performance or
achievements in future periods.
These forward-looking statements speak only as of the date of publication of this report. We expressly disclaim any
obligation to update any such statements in this report to reflect any change in our expectations with regard thereto, or any
change in events, conditions or circumstances on which any such statements is based, or that may affect the likelihood that
actual results will differ from those set forth in any such statements, unless specifically required by law or regulation.
OTHER INFORMATION
Galapagos NV Annual Report 2024
244
American Depositary Share; Galapagos has a Level 3 ADS listed on Nasdaq with ticker symbol GLPG and CUSIP number
36315X101. One ADS is equivalent to one ordinary share in Galapagos NV
A blood protein produced in response to and counteracting a specific antigen. Antibodies combine chemically with
substances which the body recognizes as alien, such as bacteria, viruses, and foreign substances
Region on an antibody that binds to antigens. It is composed of one constant and one variable domain of each of the heavy
and the light chain"
Laboratory tests to determine characteristics
ATALANTA-1 Phase 1/2 study with decentralized manufactured CD19 CAR-T candidate, GLPG5101, in different aggressive B-
cell malignancies
Autoimmune diseases result when your immune system is overactive, causing it to attack and damage your body's own
tissues. Normally, your immune system creates proteins called antibodies that work to protect you against harmful
substances such as viruses, cancer cells, and toxins. But with autoimmune disorders, your immune system can't tell the
difference between invaders and healthy cells.
B cell maturation antigen (BCMA) is a member of the tumor necrosis factor receptor superfamily that plays an important
role in regulating B-cell proliferation and survival. BCMA is central to the survival of multiple myeloma cells
Biologics, also referred to as Biologicals, are those class of medicines which are grown and then purified from large-scale
cell cultures of bacteria or yeast, or plant or animal cells. Biologicals are a diverse group of medicines which includes
vaccines, growth factors, immune modulators, monoclonal antibodies, as well as products derived from human blood and
plasma. What distinguishes biologics from other medicines is that these are generally proteins purified from living culture
systems or from blood, whereas other medicines are considered as 'small molecules' and are either made synthetically or
purified from plants
A mathematical description of financial markets and derivative investment instruments that is widely used in the pricing of
European options and subscription rights
BL is a rare, aggressive form of NHL that arises from B-lymphocytes, a type of white blood cells that produce antibodies. BL
is the most common form of NHL in children, but it can also develop in adults. BL is more common in males than in females
Glossary
ADS
Antibody
Antigen-binding fragment (Fab)
Assays
ATALANTA-1
Auto-immune indication
BCMA
Biologics
Black & Scholes model
Burkitt lymphoma (BL)
OTHER INFORMATION
Galapagos NV Annual Report 2024
245
Chimeric antigen receptor T cells (also known as CAR-T cells) are T cells that have been genetically engineered to produce
an artificial T cell receptor for use in immunotherapy
Current financial investments and cash and cash equivalents
CD19 is a protein found on the surface of B-cells, a type of white blood cell. Since CD19 is a hallmark of B-cells, the protein
has been used to diagnose cancers that arise from this type of cell, notably B-cell lymphomas
Cell therapy aims to treat diseases by restoring or altering certain sets of cells or by using cells to carry a therapy through
the body. With cell therapy, cells are cultivated or modified outside the body before being injected into the patient. The cells
may originate from the patient (autologous cells) or a donor (allogeneic cells)
Committee for Medicinal Products for Human Use is the European Medicines Agency's (EMA) committee responsible for
human medicines and plays a vital role in the authorization of medicines in the European Union (EU)
Chronic lymphocytic leukemia is the most common leukemia in adults. It is a type of cancer that starts in cells that become
certain white blood cells (called lymphocytes) in the bone marrow. The cancer (leukemia) cells originate in the bone marrow
and migrate to the bloodstream
Term used for the absence of all detectable cancer after the treatment is completed
A chemical substance, often a small molecule with drug-like properties
Organization which provides drug discovery and development services to the pharmaceutical, biotechnology and medical
devices industry
An IBD involving inflammation of the small and large intestines, leading to pain, bleeding, and ultimately in some cases
surgical removal of parts of the bowel
Process where biological material - cells, tissues, or organs - are frozen to preserve the material for an extended period of
time
Condition that develops when your immune system responds too aggressively to infection or after certain types of
immunotherapy, such as CAR-T-cell therapy
CAR-T
Cash position
CD19
Cell therapy
CHMP
Chronic Lymphocytic Leukemia (CLL)
Complete Response Rate (CRR)
Compound
Contract research organization (CRO)
Crohn's disease (CD)
Cryopreservation
Cytokine release syndrome (CRS)
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The manufacturing of cell therapies close to cancer treatment centers
Dermatomyositis is a rare inflammatory disease. Common symptoms include distinctive skin rash, and inflammatory
myopathy, or inflamed muscles, causing muscle weakness
All activities required to bring a new drug to the market. This includes preclinical and clinical development research,
chemical and pharmaceutical development and regulatory filings of product candidates
DLBCL is a blood cancer that involves changes in the B cells, a particular type of white blood cell (lymphocyte). It’s the most
common form of aggressive NHL and a type of B-cell lymphoma. DLBCL affects the lymphatic system. Normal B cells are a
part of that infection-fighting network. But with DLBCL, healthy B cells change into fast-growing cancer cells that overtake
healthy ones. They are no longer able to fight off infection-causing invaders, like viruses and bacteria
Process by which new medicines are discovered and/or designed. At Galapagos, this is the department that oversees target
and drug discovery research through to nomination of preclinical candidates
Phase 2 clinical study exploring the balance between efficacy and safety among various doses of treatment in patients.
Results are used to determine doses for later studies
Term to characterize a clinical trial in which neither the physician nor the patient knows if the patient is taking placebo or
the treatment being evaluated
European Commission
Effectiveness for intended use
European Medicines Agency, in charge of European market authorization of new medications
A process that takes a system or service from beginning to end and delivers a complete functional solution, usually without
strong reliance on third parties
EUPLAGIA-1 Phase 1/2 study with decentralized manufactured CD19 CAR-T candidate, GLPG5201, in patients with
replapsed/ refractory chronic lymphocytic leukemia (R/R CLL), R/R small lymphocytic lymphoma (R/R SLL), and Richter
transformation (RT)
Decentralized cell therapy manufacturing
Dermatomyositis (DM)
Development
Diffuse large B-cell lymphoma (DLBCL)
Discovery
Dose-range finding study
Double-blind
EC
Efficacy
EMA
End-to-end
EUPLAGIA-1
OTHER INFORMATION
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The U.S. Food and Drug Administration is an agency responsible for protecting and promoting public health and in charge
of American market approval of new medications
Small molecule preferential JAK1 inhibitor, approved in RA and UC in the European Union, Great-Britain and Japan, and
marketed under the brand name Jyseleca®. The Jyseleca® business has been transferred to AlfaSigma in 2024
FL is a very slow-growing cancer that may appear in your lymph nodes, your bone marrow and other organs.
Form 20-F is an SEC filing submitted to the US Securities and Exchange Commission
The Belgian market authority: Financial Services and Markets Authority, or Autoriteit voor Financiële Diensten en Markten
Full-time equivalent; a way to measure an employee’s involvement in a project. For example, an FTE of 1.0 means that the
equivalent work of one full-time worker was used on the project
General & administrative expenses
Phase 2 (Phase 3-enabling) study with GLPG3667 in patients with systemic lupus erythematous
Phase 2 (Phase 3-enabling) study with GLPG3667 in patients with dermatomyositis
A TYK2 kinase inhibitor discovered by us. Two Phase 3-enabling studies are currently ongoing in SLE and DM
A second generation anti-CD19/4-1BB CAR-T product candidate currently in Phase 1/2 study in multiple aggressive B-cell
malignancies
A second generation anti-CD19/4-1BB CAR-T product candidate in Phase 1/2 study in R/R CLL/SLL and RT
A BCMA CAR-T product candidate in Phase 1/2 study in R/R MM
High-risk DLBCL with International Prognostic Index 3-5 or double/triple-hit lymphoma, primary refractory disease, defined
as subjects failing to achieve a complete response to first-line anti-CD20 and anthracycline-based chemoimmunotherapy
after ≥2 cycles at the interim disease assessment
FDA
Filgotinib
Follicular lymphoma (FL)
FORM 20-F
FSMA
FTE
G&A expenses
GALACELA
GALARISSO
GLPG3667
GLPG5101
GLPG5201
GLPG5301
High-risk first line DLBCL
OTHER INFORMATION
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Clinical and neuropsychiatric syndrome that can occur in the days to weeks following administration of certain types of
immunotherapy, especially immune effector cell (IEC) and T cell engaging therapy
The study of the immune system and is a very important branch of the medical and biological sciences. The immune system
protects humans from infection through various lines of defence. If the immune system is not functioning as it should, it can
result in disease, such as autoimmunity, allergy, and cancer
Receiving/granting permission from/to another company or institution to use a brand name, patent, or other proprietary
right, in exchange for a fee and/or royalty
Creations of the mind that have commercial value and are protected or protectable, including by patents, trademarks or
copyrights
United States Federal law requires a pharmaceutical company to obtain an exemption to ship an experimental drug across
state lines, usually to clinical investigators, before a marketing application for the drug has been approved. The IND is the
means by which the sponsor obtains this exemption, allowing them to perform clinical studies
Studies performed with cells outside their natural context, for example in a laboratory
Studies performed with animals in a laboratory setting
Janus kinases (JAK) are critical components of signaling mechanisms utilized by a number of cytokines and growth factors,
including those that are elevated in RA. Filgotinib is a preferential JAK1 inhibitor
Brand name for filgotinib
Laboratory procedure in which white blood cells are separated from a sample of blood
A network of tissues, vessels and organs that help fight infection in your body
Type of white blood cell that is part of the immune system
Immune effector cell-associated neurotoxicity syndrome (ICAN)
Immunology
In-/out-licensing
Intellectual property
Investigational New Drug (IND) Application
In vitro
In vivo
JAK
Jyseleca®
Leukapheresis
Lymphatic system
Lymphocyte
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MCL is a rare blood cancer that starts in white blood cells in the lymph nodes. This type of cancer often grows slowly before
starting to grow more rapidly. Mantle cell lymphoma quickly spreads throughout the lymphatic system and to other parts of
the body
MZL refers to a group of rare, slow-growing non-Hodgkin lymphomas. They typically develop in lymphoid tissue. This tissue
contains B cells, a type of white blood cell that is in parts of the immune system like your lymph nodes and spleen
Japanese Ministry of Health, Labor and Welfare (MHLW), in charge of Japanese market authorization of new medications
Medicines and Healthcare products Regulatory Agency in Great Britain
Major achievement in a project or program; in our alliances, this is usually associated with a payment
Multiple myeloma (MM) is typically characterized by the neoplastic proliferation of plasma cells producing a monoclonal
immunoglobulin. The plasma cells proliferate in the bone marrow and can result in extensive skeletal destruction with
osteolytic lesions, osteopenia, and/or pathologic fractures
A new drug application (NDA) is a request to the FDA for a license to market a new drug in the U.S. A NDA must show the
chemical and pharmacologic description of the drug, the results of clinical trials, and the proposed drug label
Non-Hodgkin lymphoma is a type of cancer that begins in the lymphatic system, which is part of the body's germ-fighting
immune system. In non-Hodgkin lymphoma, white blood cells called lymphocytes grow abnormally and form tumors
throughout the body
The response rate is the percentage of patients on whom a therapy has some defined effect; for example, the cancer shrinks
or disappears after treatment. When used as a clinical endpoint for trials of cancer treatments, this is often called the
objective response rate
Field of medicine that deal with the diagnosis, treatment, prevention, and early detection of cancer
Administration of medicine by the mouth, either as a solution or solid (capsule, pill) form
Contracting work to a third party
Mantle cell lymphoma (MCL)
Marginal zone lymphoma (MZL)
MHLW
MHRA
Milestone
Multiple myeloma (MM)
NDA
Non-Hodgkin's lymphoma (NHL)
Objective Response Rate (ORR)
Oncology
Oral dosing
Outsourcing
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Phase 1/2 study with GLPG5301 in patients with relapsed/refractory multiple myeloma
Study of what a body does to a drug; the fate of a substance delivered to a body. This includes absorption, distribution to the
tissues, metabolism and excretion. These processes determine the blood concentration of the drug and its metabolite(s) as
a function of time from dosing
First stage of clinical testing of an investigational drug designed to assess the safety and tolerability, pharmacokinetics of a
drug, usually performed in a small number of healthy human volunteers
Second stage of clinical testing, usually performed in no more than several hundred patients, in order to determine efficacy,
tolerability and the dose to use
Large clinical trials, usually conducted in several hundred to several thousand patients to gain a definitive understanding of
the efficacy and tolerability of the candidate treatment; serves as the principal basis for regulatory approval
Registrational clinical studies
A substance having no pharmacological effect but administered as a control in testing a biologically active preparation
Pharmacovigilance Risk Assessment Committee of the European Medicines Agency, responsible for assessing all aspects of
risk management of human medicines
Stage of drug research development, undertaken prior to the administration of the drug to humans. Consists of in vitro and
in vivo screening, pharmacokinetics, toxicology, and chemical upscaling
A new molecule and potential drug that meets chemical and biological criteria to begin the development process
A rare extranodal lymphomatous malignancy that affects the brain, spinal cord, leptomeninges, or vitreoretinal space,
without evidence of systemic involvement
Substance that has satisfied the requirements of early preclinical testing and has been selected for development, starting
with formal preclinical safety evaluation followed by clinical testing for the treatment of a certain disorder in humans
PAPILIO-1
Pharmacokinetics (PK)
Phase 1
Phase 2
Phase 3
Pivotal studies
Placebo
PRAC
Preclinical
Preclinical candidate (PCC)
Primary CNS lymphoma (PCNSL)
Product candidate
OTHER INFORMATION
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Research and development operations; unit responsible for discovery and developing new product candidates for internal
pipeline or as part of risk/reward sharing alliances with partners
"Refractory" refers to a patient with cancer that is/has become resistant to, or does not respond to, treatment
"Relapsed" refers to a patient with cancer that develops cancer again after a period of improvement
A chronic, systemic inflammatory disease that causes joint inflammation, and usually leads to cartilage destruction, bone
erosion and disability
Richter transformation (RT) is an uncommon clinicopathological condition observed in patients with CLL. It is characterized
by the sudden transformation of the CLL into a significantly more aggressive form of large cell lymphoma, and occurs in
approximately 2-10% of all CLL patients
Sales and marketing expenses
Securities and Exchange Commission in the US
Small-sized artificial constructs composed of the immunoglobulin heavy and light chain variable regions connected by a
peptide linker
Small cell lymphocyte leukemia is a type of B-cell non-Hodgkin lymphoma, where the SLL cancer is located in lymph nodes
and/or the spleen
An autoimmune disease, with systemic manifestations including skin rash, erosion of joints or even kidney failure
Protein that has been shown to play a role in a disease process and that forms the basis of a therapeutic intervention or
discovery of a medicine
Treatment Emergent Adverse Event, is any event not present prior to the initiation of the treatments or any event already
present that worsens in either intensity or frequency following exposure to the treatments
Tyrosine kinase is an enzyme that can transfer a phosphate group from ATP to the tyrosine residues of specific proteins
inside a cell. It functions as an "on" or "off" switch in many cellular functions. Tyrosine kinases belong to a larger class
R&D operations
Refractory
Relapsed
Rheumatoid arthritis (RA)
Richter transformation
S&M expenses
SEC
Single-chain variable fragments (scFv)
Small cell lymphocyte leukemia (SLL)
Systemic lupus erythematosus (SLE)
Target
TEAE
TYK
OTHER INFORMATION
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of enzymes known as protein kinases which also attach phosphates to other amino acids such as serine and threonine.
GLPG3667 is a reversible and selective TYK2 kinase domain inhibitor
UC is an IBD causing chronic inflammation of the lining of the colon and rectum (unlike CD with inflammation throughout
the gastrointestinal tract)
The variable domain of an immunoglobulin heavy chain is a part of an antibody that binds to a specific antigen
The time between leukapheresis and infusion in the patient
Ulcerative colitis (UC)
Variable heavy (VH) domain
Vein-to-vein time
OTHER INFORMATION
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First quarter 2024 results
Annual Shareholders’ Meeting in Mechelen, Belgium
First half year 2025 results
Third quarter 2025 results
Financial Calendar
23 April 2025
29 April 2025
23 July 2025
22 October 2025
OTHER INFORMATION
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nexxar GmbH, Vienna – Online annual reports and online sustainability reports
www.nexxar.com
Frank van Delft
Private photographs
Copy deadline: March 27, 2025
This report is also available in Dutch and available for download in the Downloads section of this report or on the
Galapagos website.
Other Information
Concept, design and online programming
Photography
OTHER INFORMATION
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255
Srikant (Sri) Ramaswami
SVP, Global Head of Corporate Affairs
and Investor Relations
Tel. +1 4 412 699 0359
Email: ir@glpg.com
Liesbeth Verstraeten
Director, Reporting & Sustainability Lead
Tel. +32 15 34 29 00
Email: ir@glpg.com
Sandra Cauwenberghs
Senior Director Investor Relations
Tel. +32 15 34 29 00
Email: ir@glpg.com
Marieke Vermeersch
VP, Head of Corporate Communication
Tel. +32 479 49 06 03
Email: communications@glpg.com
Contact
OTHER INFORMATION
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