Galapagos Lock Up Agreement

In accordance with the terms of the subscription agreement, the company and the investor have agreed that, without galapagos` prior consent, they will not be able to dispose of Galapagos equity securities until the second previous anniversary of the conclusion of the subscription contract and the termination of the subscription contract (if the conclusion is not concluded) and that they will not induce their related companies to do so. During the period from the date of two years from the conclusion of the subscription contract to the five-year period after the conclusion of the subscription contract, the undertaking and its associated enterprises may not dispose of Galapagos equity securities without the prior consent of Galapagos if they held, after such a transfer, less than 20.1% of Galapagos securities issued and pending. Blocking restrictions are subject to certain exceptions, as provided for in the subscription agreement, and may terminate at certain events. As part of the research and development cooperation, Gilead has entered into a share subscription agreement with us. On August 23, 2019, Gilead Therapeutics A1 Unlimited Company subscribed for 6,828,985 new shares of Galapagos at a price of €140.59 per share, including the issue premium. On July 14, 2019, Gilead and we announced that we have had 10 years of global cooperation in research and development. As part of the transaction, Gilead also took a stake in Galapagos. Finally, we amended and adapted the licensing agreement for filgotinib, which we originally entered into with Gilead on December 16, 2015. Galapagos receives a down payment of $US 3.95 billion and a $US 1.1 billion stake from Gilead. Galapagos will use the product to develop and accelerate its research and development programs. Gilead obtains an exclusive product license and option rights for the development and commercialization of all current and future programs in all countries outside of Europe. In addition, Gilead and Galapagos have agreed to amend certain terms of the filgotinib agreement, with the candidate for rheumatoid arthritis and other inflammatory diseases being advanced to offer galapagos a broader marketing role in Europe.

If GLPG1690 is licensed in the United States, Gilead will pay us a tax of $325 million. For GLPG1972, following the ongoing Phase 2b study in osteoarthritis, Gilead has the option to pay a $250 million royalty for licensing the active substance in the United States. . . .