Form 6-K GALAPAGOS NV For: May 11

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2021

Commission File Number: 001-37384

GALAPAGOS NV

(Translation of registrant’s name into English)

Generaal De Wittelaan L11 A3

2800 Mechelen, Belgium

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F  ☒    Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

First Quarter 2021 Results

On May 6, 2021, the Registrant announced its unaudited first quarter results for 2021, which are further described in the attached report.

The information contained in this Report on Form 6-K, including the exhibits, except for the quotes of Onno van de Stolpe and the quote of Bart Filius contained in Exhibit 99.1, is hereby incorporated by reference into the Company’s Registration Statements on Forms F-3 (File No. 333-230639) and S-8 (File Nos.  333-204567, 333-208697, 333-211834, 333-215783, 333-218160, 333-225263, 333-231765 and 333-249416).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Exhibit 99.1

Galapagos refocuses pipeline and rightsizes operations

Webcast presentation tomorrow, 07 May 2021, at 14.00 CET / 8 AM ET,

www.glpg.com, +32 2 793 38 47, code 5042688

Mechelen, Belgium; 06 May 2021, 22.01 CET; regulated information – Galapagos NV (Euronext & NASDAQ: GLPG) announces its unaudited Q1 results and operational highlights, which are further detailed in the Q1 2021 report available on the Galapagos website, www.glpg.com.

“These last months, we completed a review of our portfolio and development plans with the goal to select a more risk-balanced pipeline. We decided to retain our focus on novel targets to address unmet medical needs in inflammation, fibrosis, and kidney diseases. We also remain fully committed to the launch of Jyseleca in Europe. Moving forward with confidence, we decided to:

We believe that our strong cash position, expert teams, and solid scientific foundation position us well for future growth,” said Onno van de Stolpe, CEO of Galapagos.

Refocused pipeline

In the revision exercise, Galapagos set goals to focus and adjust the overall risk profile of its clinical pipeline. Consequently, we prioritized those assets with what we believe have enhanced chances of clinical success in our core therapeutic areas. As such, we announce:

Commercial progress

We remain well on track in launching filgotinib in Europe. In the first quarter, we successfully completed the transitions of commercial and medical teams from Gilead in Germany, the UK, Spain, and Italy. We believe everything is in place to complete the final transitions from Gilead to us by year-end. Q1 also saw progress on access and reimbursement for filgotinib in rheumatoid arthritis (RA). Gilead submitted the new drug application in Japan for the treatment of ulcerative colitis (UC). We are encouraged by the primary endpoint outcome with the MANTA/RAy semen parameter studies as we await the Committee for Medicinal Products for Human Use (CHMP) opinion in UC.

Bart Filius, President and COO, added, “In line with our review, we decided to discontinue or cancel certain studies and consequently identified opportunities to reduce operational costs, for a total potential savings of €150M on a full-year basis. Roughly half of these savings will be realized in 2021, resulting in a 2021 cash burnⁱ guidance of between €580 million and €620 million. We are working towards a right-sized, refocused version of Galapagos, setting us on a path towards success with our first commercial product, new R&D opportunities, substantial clinical news flow, and a lengthened cash runway for validation of our early pipeline assets.”

Key figures first quarter report 2021 (unaudited)

(€ millions, except basic & diluted gain/loss (-) per share)

(*) The 2020 comparatives have been restated to consider the impact of classifying the Fidelta business as discontinued operations in 2020.

Details of the financial results

Due to the sale of our fee-for-service business (Fidelta) to Selvita on 4 January 2021 for a total consideration of €37.1 million (including customary adjustments for net cash and working capital), the results of Fidelta are presented as “Net profit from discontinued operations” in our consolidated income statements for the three months ended 31 March 2021 and 31 March 2020.

Revenues and other income from continuing operations

Our revenues and other income from continuing operations for the first three months of 2021 increased to €124.2 million compared to €103.6 million in the first three months of 2020. Our revenues from the Gilead collaboration in the first three months of 2021 (€113.7 million) related to (i) the exclusive access to our drug discovery platform (€57.8 million), (ii) the filgotinib revenue recognition (€55.3 million) and (iii) royalties (€0.7 million).

Our deferred income balance on 31 March 2021 includes €1.9 billion allocated to our drug discovery platform that is recognized linearly over 10 years, and €0.8 billion allocated for the filgotinib development (including considerations for the previous and the renegotiated collaboration combined) that is recognized over time until the end of the development period.

Results from continuing operations

We realized a net loss from continuing operations of €12.8 million for the first three months of 2021, compared to a net loss of €52.3 million for the first three months of 2020.

We reported an operating loss amounting to €50.8 million for the first three months of 2021, compared to an operating loss of €46.2 million for the same period last year.

Our R&D expenditure in the first three months of 2021 amounted to €130.0 million, compared to €115.5 million for the first three months of 2020. This increase was due to an increase in subcontracting costs primarily related to our filgotinib program, our Toledo program and other clinical programs, compensated by a decrease for ziritaxestat, the OA program with GLPG1972 and the program in atopic dermatitis (AtD) with MOR106. Furthermore, the increase in personnel costs is explained by a planned headcount increase following the growth in our activities, and increased cost of the subscription right plans. This factor, and the increased cost of the commercial launch of filgotinib in Europe, contributed to the increase in our S&M and G&A expenses, which were respectively €14.6 million and €30.4 million in the first three months of 2021, compared to respectively €9.8 million and €24.5 million in the first three months of 2020.

We reported a non-cash fair value gain from the re-measurement of initial warrant B issued to Gilead, amounting to €2.0 million, mainly due to the decreased implied volatility of the Galapagos share price and its evolution between 31 December 2020 and 31 March 2021.

Net other financial income in the first three months of 2021 amounted to €36.2 million, compared to net other financial income of €14.8 million for the first three months of 2020, which was primarily attributable to €45.5 million of currency exchange gain on our cash and cash equivalents and current financial investments in U.S. dollars, and to €6.5 million of negative changes in (fair) value of current financial investments and financial assets.

Results from discontinued operations

The net profit from discontinued operations for the three months ended 31March 2021 consisted of the gain on the sale of Fidelta, our fee-for-services business, for €22.2 million.

Group net results

We reported a group net profit for the first three months of 2021 of €9.4 million, compared to a group net loss of €50.6 million for the first three months of 2020.

Cash position

Current financial investments and cash and cash equivalents totaled €5,114.7 million on 31 March 2021, as compared to €5,169.3 million on 31 December 2020.

Total net decrease in cash and cash equivalents and current financial investments amounted to €54.6 million during the first three months of 2021, compared to a net decrease of €58.4 million during the first three months of 2020. This net decrease was composed of (i) €127.7 million of operational cash burn, (ii) offset by €2.3 million of cash proceeds from capital and share premium increase from exercise of subscription rights in the first three months of 2021, (iii) €3.6 million negative changes in (fair) value of current financial investments and €45.7 million of mainly positive exchange rate differences, (iv) €28.7 million cash in from disposal of subsidiaries, net of cash disposed.

Finally, our balance sheet on 31 March 2021 held a receivable from the French government (Crédit d’Impôt Recherche^iv) and a receivable from the Belgian Government for R&D incentives, for a total of both receivables of €142.3 million.

Outlook 2021

We anticipate several regulatory announcements on filgotinib as well as progress in our differentiated pipeline of novel target-based candidates.

We expect reimbursement decisions in most key European markets for filgotinib in RA this year, as we complete the transition to a full European commercial operation by year end. We anticipate a CHMP opinion and a European Commission decision for filgotinib in UC. We expect that our collaboration partner Gilead will complete recruitment for the global DIVERSITY Phase 3 trial in Crohn’s disease this year.

Within our broader inflammation portfolio, we expect to report topline results from several trials this year, including a Phase 1b trial with TYK2 inhibitor ‘3667 in psoriasis, and three Proof of Concept studies with lead Toledo candidate SIK2/3 inhibitor ‘3970 in psoriasis, UC, and RA.

Within our fibrosis portfolio, we expect to progress early clinical compounds with novel mechanisms of action, with the aim to develop novel treatments to help patients suffering from this debilitating condition.

Following the review of our plans for 2021, we give guidance for full year 2021 operational cash burn of €580 to €620 million.

First quarter report 2021

Galapagos’ financial report for the first three months ended 31 March 2021, including details of the unaudited consolidated results, is accessible via www.glpg.com/financial-reports.

Results of annual ordinary shareholders’ meeting

On 28 April 2021, Galapagos held its annual ordinary shareholders’ meeting. All agenda items were approved, including the re-appointments of Ms. Katrine Bosley and Dr. Raj Parekh as members of the supervisory board, and approval of the remuneration report. All documents relating to the shareholders’ meeting are posted on our website at https://www.glpg.com/shareholders-meetings.

Conference call and webcast presentation

Galapagos will conduct a conference call open to the public tomorrow, 07 May 2021, at 14:00 CET / 8 AM ET, which will also be webcasted. To participate in the conference call, please call one of the following numbers ten minutes prior to commencement:

CODE: 5042688

A question and answer session will follow the presentation of the results. Go to www.glpg.com to access the live audio webcast. The archived webcast will also be available for replay shortly after the close of the call.

Financial calendar

About Galapagos

Galapagos NV discovers and develops small molecule medicines with novel modes of action, several of which show promising patient results and are currently in late-stage development in multiple diseases. Our pipeline comprises discovery through Phase 3 programs in inflammation, fibrosis and other indications. Our ambition is to become a leading global biopharmaceutical company focused on the discovery, development, and commercialization of innovative medicines. More information at www.glpg.com.

Except for filgotinib’s approval for the treatment of rheumatoid arthritis by the European Commission and Japanese Ministry of Health, Labour and Welfare, our drug candidates are investigational; their efficacy and safety have not been fully evaluated by any regulatory authority.

Jyseleca^® is a trademark of Galapagos NV and Gilead Sciences, Inc. or its related companies.

Contact

Investors:

Elizabeth Goodwin

VP Investor Relations

+1 781 460 1784

Sofie Van Gijsel

Senior Director Investor Relations

+32 485 19 14 15

[email protected]

Media:

Carmen Vroonen

Global Head of Communications & Public Affairs

+32 473 824 874

Kyra Obolensky

Senior Director Corporate Communications

+32 491 92 64 35

[email protected]

Forward-looking statements

This release may contain forward-looking statements, including, among other things, statements regarding the global R&D collaboration with Gilead, the amount and timing of potential future milestones, opt-in and/or royalty payments by Gilead, Galapagos’ strategic R&D ambitions, including progress on our fibrosis portfolio, and potential changes of such ambitions,

the guidance from management (including guidance regarding the expected operational use of cash during financial year 2021), financial results, statements regarding the expected timing, design and readouts of ongoing and planned clinical trials, including recruitment for trials and topline results for our trials and studies in our inflammation portfolio, statements regarding the strategic re-evaluation, statements relating to interactions with regulatory authorities, the timing or likelihood of additional regulatory authorities’ approval of marketing authorization for filgotinib for RA, UC or any other indication, including UC and IBD indication for filgotinib in Europe, the UK, Japan, and the U.S., such additional regulatory authorities requiring additional studies, the timing or likelihood of pricing and reimbursement interactions for filgotinib, statements relating to the build-up of our commercial organization and commercial sales for filgotinib, including in Europe, the expected impact of COVID-19, and our strategy, business plans and focus. Galapagos cautions the reader that forward-looking statements are not guarantees of future performance. Forward-looking statements involve known and unknown risks, uncertainties and other factors which might cause the actual results, financial condition and liquidity, performance or achievements of Galapagos, or industry results, to be materially different from any historic or future results, financial conditions and liquidity, performance or achievements expressed or implied by such forward-looking statements. In addition, even if Galapagos’ results, performance, financial condition and liquidity, and the development of the industry in which it operates are consistent with such forward-looking statements, they may not be predictive of results or developments in future periods. Among the factors that may result in differences are that our expectations regarding our 2021 revenues and financial results and our 2021 operating expenses may be incorrect (including because one or more of its assumptions underlying its expense expectations may not be realized), Galapagos’ expectations regarding its development programs may be incorrect, the inherent uncertainties associated with competitive developments, clinical trial and product development activities and regulatory approval requirements (including the risk that data from Galapagos’ ongoing and planned clinical research programs in rheumatoid arthritis, Crohn’s disease, ulcerative colitis, idiopathic pulmonary fibrosis, osteoarthritis, and other inflammatory indications may not support registration or further development of its product candidates due to safety, efficacy or other reasons), Galapagos’ reliance on collaborations with third parties (including our collaboration partner Gilead), the timing of and the risks related to implementing the amendment of our arrangement with Gilead for the commercialization and development of filgotinib, estimating the commercial potential of our product candidates and Galapagos’ expectations regarding the costs and revenues associated with the transfer of European commercialization rights to filgotinib may be incorrect, and the uncertainties relating to the impact of the COVID-19 pandemic. A further list and description of these risks, uncertainties and other risks can be found in Galapagos’ Securities and Exchange Commission (SEC) filings and reports, including in Galapagos’ most recent annual report on Form 20-F filed with the SEC and other filings and reports filed by Galapagos with the SEC. Given these uncertainties, the reader is advised not to place any undue reliance on such forward-looking statements. These forward-looking statements speak only as of the date of publication of this document. Galapagos expressly disclaims any obligation to update any such forward-looking statements in this document to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements, unless specifically required by law or regulation.

This alternative performance measure is in our view an important metric for a biotech company in the development stage.

The operational cash burn for the three months ended 31 March 2021 amounted to €127.7 million and can be reconciled to our cash flow statement by considering the increase in cash and cash equivalents of €379.1 million, adjusted by (i) the cash proceeds from capital and share premium increase from the exercise of subscription rights by employees for €2.3 million, (ii) the net sale of current financial investments amounting to €475.8 million, and (iii) the cash in from sale of subsidiaries, net of cash disposed of, of €28.7 million.

Exhibit 99.2

Exhibit 99.2 Forward with confidence Q1 Report 2021

Contents The Galapagos group Letter from the management 4 COVID-19 impact 9 At a glance. 11 Risk factors 13 The Galapagos share 13 Disclaimer and other information 14 Financial statements Unaudited financial statements condensed consolidated interim 17 Notes 24 Other information Glossary of terms 34 Financial calendar 49 Colophon 49 Contact 50 2 Galapagos NV • Q1 Report 2021

The Galapagos group An overview of Galapagos, its strategy and portfolio in the first three months of 2021 Forward with confidence

THE GALAPAGOS GROUP Letter from the management Dear shareholders, We present you with our report on the first quarter of 2021, one in which we both delivered progress with and faced adversity in our pipeline, while driving our commercial business in Europe through the launch of Jyseleca (filgotinib) in rheumatoid arthritis (RA). We move forward with confidence at Galapagos, applying lessons learned to our pipeline decisions, and re-fitting our organization to the new situation. In February, we announced the end of the development program for ziritaxestat, a molecule in Phase 3 trials in idiopathic pulmonary fibrosis (IPF), due to the unfavorable risk/benefit profile observed by an Independent Data Monitoring Committee (IDMC). As disappointed as we were, and for patients in need of a new treatment option in this very complex, debilitating condition, we continue to work hard on our differentiated pipeline. These last months, we embarked on a review of our plans. We listened to our shareholders and had constructive discussions with our R&D teams and management board members, as well as with our supervisory board. We all agree that our scientific foundations are solid, we have outstanding teams, and we have the financial resources to execute our own programs as well as to enrich our pipeline. Onno van de Stolpe, CEO Bart Filius, President & COO We do not intend to deviate from our mission to build on novel targets to address unmet medical needs in inflammation, fibrosis, and kidney disease. Also, we remain fully committed to the launch of filgotinib in Europe. Our teams are working very hard to ensure our drug reaches the greatest number of patients and we’ve already hit some important milestones in RA. Furthermore, Gilead submitted the new drug application in Japan for filgotinib for the treatment of ulcerative colitis (UC) patients with an inadequate response to conventional therapies, and, in Europe, we anticipate a Committee for Medicinal Products for Human Use (CHMP) opinion on the submission for potential approval in UC later this year. The key objective of our exercise was to refocus development plans for 2021, taking lessons learned on board and right-sizing our organization with the goal to select a more risk-balanced pipeline. 4 Galapagos NV • Q1 Report 2021

THE GALAPAGOS GROUP In the end we made three key decisions: 1. Refocus our clinical pipeline by critically examining its risk profile and breadth; 2. Cut significant cost in the organization to support this re-sized pipeline development; and 3. Task our business development team to identify and execute on a transformative opportunity. Starting with our pipeline, we carefully evaluated the risk-balance and prioritized assets with what we believe have enhanced chances of clinical success in our core therapeutic areas: â–ª We are testing our lead Toledo program ‘3970, a SIK2/3 inhibitor, in five Proof of Concept studies in different indications, and pending on the outcome of the studies, we plan to roll out our further development plans in the second half of the year; â–ª We selected an additional molecule from our Toledo program, SIK2/3 inhibitor ‘4876, as a candidate to accelerate from preclinical phase into clinical development; â–ª We aim to progress our TYK2 inhibitor ‘3667 into Phase 2b; â–ª We selected chitinase inhibitor ’4716 to progress to Phase 2 in IPF and decided to stop development of our other IPF molecule ’1205; â–ª We stopped further work on ‘4059 for metabolic disease, given that this is not a core therapeutic area; â–ª We discontinued our early research efforts in metabolic diseases and osteoarthritis (OA); and â–ª We challenged and fine-tuned our stage-gating process to advance compounds. Our reviewed pipeline offers significant newsflow and we look forward to sharing results this year and next. Class Asset Preclinical Phase 1 Phase 2 Phase 3 Filing Approval In line with our review, we decided to discontinue or cancel certain studies, and we identified opportunities to reduce operational costs, for a total potential savings of €150 million on a full-year basis. Roughly half of these savings will be realized in 2021, resulting in a 2021 cash burn guidance of between €580 million and €620 million. Meanwhile, we remain well on track in launching filgotinib in Europe. In the first quarter, we successfully completed the transitions of commercial and medical teams from Gilead in Germany, the UK, Spain, and Italy. Everything is in place to complete the final transitions from Gilead to us by year-end. Q1 also saw progress on access and reimbursement for filgotinib in RA. We are delighted with the recommendation by the National Institute for Health and Care Excellence (NICE) for filgotinib in the UK for the treatment of eligible adult patients 5 Galapagos NV • Q1 Report 2021

THE GALAPAGOS GROUP with moderate to severe active RA. Furthermore, we received an additional benefit in RA by the Gemeinsamer Bundesausschuss (G-BA) in Germany. We are encouraged by the primary endpoint outcome with the MANTA/RAy semen parameter studies as we await the CHMP opinion in UC. We are pleased that our partner Gilead recently announced an extension of the lockup period for their current holding in Galapagos (16,707,477 shares) until 2024, which is testament to their continued support. Altogether, these adjustments make for a right-sized, refocused version of Galapagos, on a path towards success with our first commercial product as well as with new R&D opportunities, substantial clinical news flow, and a lengthened cash runway for clinical validation of our early assets. Operational overview Q1 2021 In inflammation â–ª We and Gilead announced interim data on the MANTA/RAy studies. 8.3% of patients on placebo and 6.7% of patients on filgotinib had a 50% or more decline in sperm concentration at week 13; these results are being shared with regulatory authorities â–ª We initiated two additional Proof of Concept trials with Toledo compound ’3970, a SIK2/3 inhibitor. The first patients were dosed in both the TAPINOMA study in systemic lupus erythematosus and in the GLIDER study in Sjögren’s syndrome â–ª Gilead announced that NICE recommended filgotinib for reimbursement for moderate to severe RA patients in the UK â–ª We published the FINCH 1 Phase 3 data (Combe et al. 2021) and FINCH 3 Phase 3 data (Westhovens et al. 2021) in the Annals of the Rheumatic Diseases In fibrosis â–ª We discontinued development of ziritaxestat in the ISABELA Phase 3 program in IPF Corporate & other â–ª Bart Filius was promoted to President and Chief Operating Officer â–ª We raised €2.3 million from subscription right exercises Recent events â–ª All annual general meeting (AGM) proposals were approved by shareholders at the AGM on 28 April 2021 â–ª We received a transparency notification from the Capital Group indicating they hold 4.65% of the current outstanding Galapagos shares â–ª Gilead submitted the new drug application in Japan for filgotinib for the treatment of UC with an inadequate response to conventional therapies â–ª We and Gilead ended the DIVERGENCE 2 trial with filgotinib in fistulizing CD â–ª We completed enrollment of the SEA TURTLE Phase 2 study with ‘3970 in UC â–ª We announced an extension of the lockup period for Gilead’s current shares in Galapagos to 2024 â–ª We received the second installment of €75 million from Gilead, following payment of an earlier installment of €35 million in January 2021, included under the revised filgotinib agreement as announced in December 2020 Q1 2021 financial result Details of financial results Due to the sale of our fee-for-service business (Fidelta) to Selvita on 4 January 2021 for a total consideration of €37.1 million (including customary adjustments for net cash and working capital), the results of Fidelta are presented as “Net profit from discontinued operations” in our consolidated income statements. 6 Galapagos NV • Q1 Report 2021

THE GALAPAGOS GROUP Revenues and other income from continuing operations Our revenues and other income from continuing operations for the first three months of 2021 amounted to €124.2 million, compared to €103.6 million for the first three months of 2020. Revenues amounted to €113.9 million for the first three months of 2021 compared to €94.8 million for the first three months of 2020, and were higher mainly driven by the increase in revenue recognition of upfront consideration and milestone payments received in the scope of the collaboration with Gilead for filgotinib amounting to €55.3 million for the first three months of 2021 (€35.4 million for the same period last year). Other income (€10.3 million vs €8.7 million for the same period last year) increased, mainly driven by higher incentives income from the government for our R&D activities. Results from continuing operations We realized a net loss from continuing operations of €12.8 million for the first three months of 2021, compared to a net loss of €52.3 million for the first three months of 2020. We reported an operating loss amounting to €50.8 million for the first three months of 2021, compared to an operating loss of €46.2 million for the same period last year. Our R&D expenditure in the first three months of 2021 amounted to €130.0 million, compared to €115.5 million for the first three months of 2020. This increase was due to an increase in subcontracting costs primarily related to our filgotinib program, our Toledo program and other clinical programs, compensated by a decrease for ziritaxestat, the OA program with GLPG1972 and the program in atopic dermatitis (AtD) with MOR106. Furthermore, personnel costs increased explained by a planned headcount increase following the growth of our activities and increased cost of our subscription right plans. This last factor, together with increased costs of the commercial launch of filgotinib in Europe, contributed to the increase in our G&A and S&M expenses which were €45.0 million in the first three months of 2021, compared to €34.3 million in the first three months of 2020. We reported a non-cash fair value gain from the re-measurement of initial warrant B issued to Gilead, amounting to €2.0 million, mainly due to the decreased implied volatility of the Galapagos share price as well as its evolution between 31 December 2020 and 31 March 2021. Net other financial income in the first three months of 2021 amounted to €36.2 million, compared to net other financial income of €14.8 million for the first three months of 2020, which was primarily attributable to €45.5 million of currency exchange gain on our cash and cash equivalents and current financial investments in U.S. dollars and to €6.5 million of negative changes in (fair) value of current financial investments and financial assets. Results from discontinued operations The net profit from discontinued operations for the three months ended 31 March 2021 consisted of the gain on the sale of Fidelta, our fee-for-services business, for €22.2 million. Group net results The group realized a net profit for the first three months of 2021 amounting to €9.4 million, compared to a net loss of €50.6 million for the same period in 2020. Cash position Current financial investments and cash and cash equivalents totaled €5,114.7 million on 31 March 2021 (€5,169.3 million on 31 December 2020, including the cash and cash equivalents included in the assets classified as held for sale). 7 Galapagos NV • Q1 Report 2021

THE GALAPAGOS GROUP Total net decrease in current financial investments and cash and cash equivalents amounted to €54.6 million in the first three months of 2021, compared to a net decrease of €58.4 million during the first three months of 2020. This net decrease was composed of (i) €127.7 million of operational cash burn,1 (ii) offset by €2.3 million of cash proceeds from capital and share premium increase from exercise of subscription rights in the first three months of 2021, (iii) €3.6 million of negative changes in (fair) value of current financial investments and €45.7 million of mainly positive exchange rate differences, (iv) €28.7 million cash in from the disposal of Fidelta, net of cash disposed. Finally, our balance sheet on 31 March 2021 held a receivable from the French government (Crédit d’Impôt Recherche2) and a receivable from the Belgian Government for R&D incentives, for a total of €142.3 million. Outlook 2021 We anticipate regulatory announcements with filgotinib as well as news on progress in our differentiated pipeline of novel target-based candidates this year. We expect reimbursement decisions in most key European markets for filgotinib in RA this year, as we complete the transition to a full European commercial operation by year end. We anticipate a CHMP opinion and a European Commission decision for filgotinib in UC. We expect that our collaboration partner Gilead will complete recruitment for the global DIVERSITY Phase 3 trial in Crohn’s disease this year. Within our broader inflammation portfolio, we expect to report topline results from several trials this year, including a Phase 1b trial with TYK2 inhibitor ‘3667 in psoriasis and three Proof of Concept studies with lead Toledo candidate SIK2/3 inhibitor ‘3970 in psoriasis, UC, and RA. Within our fibrosis portfolio, we expect to progress early clinical compounds with novel mechanisms of action, with the aim to develop novel treatments to help patients suffering from this debilitating condition. Following the review of our plans for 2021, we give guidance for full year 2021 operational cash burn of €580 to €620 million, and potential savings of €150 million on a full-year basis. We thank you for your continued support, as we move forward on our strategy to develop novel mechanism of action drugs aimed at addressing unmet need in inflammation, fibrosis, and kidney disease. We are confident that we have a strong cash position, expert teams, and excellent science to achieve this. Onno van de Stolpe Bart Filius CEO President & COO 1 We refer to the note on the cash position of our condensed consolidated interim financial statements for an explanation and reconciliation of this alternative performance measure. 2 Crédit d’Impôt Recherche refers to an innovation incentive system underwritten by the French government 8 Galapagos NV • Q1 Report 2021

THE GALAPAGOS GROUP COVID-19 impact During the COVID-19 pandemic, we continue to innovate to accommodate for the current situation and minimize the impact to operations. We closely follow local governmental measures and apply these as appropriate within our organization, guided and supported by our dedicated COVID-19 task force teams. All local and global task force teams meet regularly and make recommendations directly to the COO. We report the following impacts: â–ª Staff We implemented strict measures to help prevent the spread of the virus and protect the health of our staff. We rolled out our global and site-specific business continuity plans and took appropriate recommended precautions, including suspending almost all business travel. We continue to believe that during the pandemic most of the international travel can be replaced by virtual meetings, resulting in improved cost efficiency, a better work-life balance, and a reduced carbon footprint. The positive impact of this forced way- of-working will therefore be retained in our future habits and updated work place strategy, called “To the Next Normal.” During lock-down periods, we arranged for essential tasks to be carried out within our facilities. Employees working on site need an authorization letter signed by the line leader and site head. Consequently, the majority of our Research staff continue working from the offices/labs, with periodic exceptions for local lockdowns during which no staff is allowed to come into the facilities. For those employees coming to the office, we have stringent cleaning and sanitation protocols in place, and we strictly respect social distancing policies at all times in order to minimize risk of exposure. Except for employees with laboratory operations and safety roles which require an on-site presence, over 95% of our staff systematically work from home. As the global pandemic continues into 2021, we anticipate that we will maintain our measures and protocols to ensure the health of our employees. â–ª Research portfolio By prioritizing the most advanced projects very early on, increasing the flexibility of our staff in the labs within projects, and maintaining our hiring efforts and outscourcing as planned, we sustain our research delivery, keep the compound management facility running at all times, and continue our early drug research and the implementation of new modalities for target or drug discovery. So far, the scorecard of the research department objectives shows a similar productivity compared to previous years, indicating that we continue to minimize the impact of the pandemic. 9 Galapagos NV • Q1 Report 2021

THE GALAPAGOS GROUP â–ª Development portfolio We have a business continuity plan for our clinical development programs. We closely monitor each program in the context of the current global and local situation of the pandemic and the associated specific regulatory, institutional, and government guidance and policies related to COVID-19. Within the boundaries of these guidances and policies, and in consultation with our CROs and clinical trial sites, we applied various measures to minimize the impact of the COVID-19 pandemic on our clinical development programs, with the primary aim to ensure the safety of our trial participants and to preserve the data integrity and scientific validity of the trials. These measures continue to be implemented on a case-by-case basis, tailored to the specific study and country needs at any given time, with specific attention paid to vulnerable populations and the use of investigational medicines with immunosuppressive properties. The measures include, among others, increased, transparent communication to all stakeholders and the direct supply of investigational medicines to patients. For each clinical trial, we actively monitor and document the impact of COVID-19 on the study where necessary and to facilitate the interpretation and reporting of results. Following the global increase of COVID-19 testing and vaccinations, we issued an internal guidance on the impact of testing and vaccinations on clinical trials. â–ª Filgotinib filing process UC As of publication of this Q1 report, our collaboration partner Gilead has not been informed by the regulatory agencies in Europe of approval timeline delays related to the pandemic. â–ª Manufacturing and supply chain To date, there has been no COVID-19 impact to the commercial supply of filgotinib. Gilead also confirmed that all sites involved in the manufacturing of filgotinib are established sites that currently manufacture other Gilead marketed products and are in good standing with the FDA and are GMP certified. Under the revised agreement with Gilead for filgotinib in Europe, Galapagos plans to become the marketing authorization holder of filgotinib in Europe by year-end 2021, and then become responsible for manufacturing. We intend to work with the same manufacturing sites to ensure continuity. â–ª Commercial organization The form of outreach of our commercial teams to physicians and hospitals was impacted by the COVID-19 pandemic and consequent travel restrictions, becoming virtual instead. The teams invested in virtual channels as part of the overall commercial build strategy, and these channels are being utilized during our commercial launch today. We note as of now no material impact on our commercial operations due to travel restrictions, nor has there been an impact of COVID-19 on our ability to engage in market access discussions thus far. Nevertheless, healthcare systems are under pressure across Europe, increasing the risk of future volatility in reimbursement procedures and potentially reducing the number of new therapy initiations. 10 Galapagos NV • Q1 Report 2021

THE GALAPAGOS GROUP At a glance Consolidated Key Figures Three months Three months ended ended Year ended (thousands of €, if not stated otherwise) 31 March 2021 31 March 2020 31 December 2020 Income Statement(*) Revenues 113,892 94,817 478,053 Other income 10,266 8,743 52,207 R&D expenditure (129,960) (115,453) (523,667) S, G&A expenses (44,996) (34,325) (185,225) Operating expenses (174,956) (149,778) (708,892) Operating loss (50,798) (46,218) (178,632) Net financial results 38,125 (5,705) (131,143) Taxes (157) (336) (1,226) Net loss from continuing operations (12,830) (52,258) (311,001) Net profit from discontinued operations, net of tax 22,191 1,657 5,565 Net profit/loss (–) 9,361 (50,601) (305,436) Balance Sheet Cash and cash equivalents 2,553,950 2,743,573 2,135,187 Current financial investments 2,560,743 2,978,805 3,026,278 R&D incentives receivables 142,304 115,240 135,728 Assets 5,615,059 5,992,406 5,717,731 Shareholders’ equity 2,701,462 2,840,041 2,670,355 Deferred income 2,698,417 2,913,398 2,809,133 Other liabilities 215,180 238,968 238,242 Cash Flow Operational cash burn(**) (127,669) (83,398) (517,404) Cash flow used in operating activities (121,209) (68,874) (427,336) Cash flow generated from investing activities 499,859 929,640 757,288 Cash flow generated from financing activities 478 3,930 22,040 Increase in cash and cash equivalents 379,129 864,695 351,994 Effect of currency exchange rate fluctuation on cash and cash equivalents 31,750 17,261 (70,539) Cash and cash equivalents at end of the period 2,553,950 2,743,573 2,143,071 (*) The comparatives of 31 March 2020 have been restated to consider the impact of classifying the Fidelta business as discontinued operations in (**) We 2020 refer . to the note on our cash position of our condensed consolidated interim financial statements for an explanation and reconciliation of (***) The this alternative number of performance employees on measure 31 December . 2020 and on 31 March 2020 included respectively 185 and 164 employees of Fidelta, which has been sold to Selvita on 4 January 2021. 11 Galapagos NV • Q1 Report 2021

THE GALAPAGOS GROUP Three months Three months ended ended Year ended (thousands of €, if not stated otherwise) 31 March 2021 31 March 2020 31 December 2020 Cash and cash equivalents from continuing operations 2,553,950 2,743,573 2,135,187 Cash and cash equivalents classified as assets held for sale — 7,884 Current financial investments at the end of the period 2,560,743 2,978,805 3,026,278 Total current financial investments and cash and cash equivalents at the end of the period 5,114,693 5,722,378 5,169,349 Financial Ratios Number of shares issued at end of the period 65,511,581 64,819,022 65,411,767 Basic income/loss (–) per share (in €) 0.14 (0.78) (4.69) Diluted income/loss (–) per share (in €) 0.14 (0.78) (4.69) Share price at end of the period (in €) 66.12 181.00 80.48 Total group employees at end of the period (number)(***) 1,328 1,130 1,489 (*) The comparatives of 31 March 2020 have been restated to consider the impact of classifying the Fidelta business as discontinued operations in (**) 2020 We refer . to the note on our cash position of our condensed consolidated interim financial statements for an explanation and reconciliation of (***) The this alternative number of performance employees on measure 31 December . 2020 and on 31 March 2020 included respectively 185 and 164 employees of Fidelta, which has been sold to Selvita on 4 January 2021. Employees per site as of 31 March 2021 (total: 1,328 employees) 12 Galapagos NV • Q1 Report 2021

THE GALAPAGOS GROUP Risk factors We refer to the description of risk factors in the 2020 annual report, pp. 51-61, as supplemented by the description of risk factors in our annual report on Form 20-F filed with the U.S. Securities and Exchange Commission, pp. 8-48. In summary, the principal risks and uncertainties faced by us relate to: commercialization, product development and regulatory approval; our financial position and need for additional capital; our reliance on third parties; our competitive position; our intellectual property; our organization, structure and operation (including the emergence of epidemics such as COVID-19); and market risks relating to our shares and ADSs. We also refer to the description of the group’s financial risk management given in the 2020 annual report, pp. 193-196, which remains valid. The Galapagos share Performance of the Galapagos share on Euronext and Nasdaq 13 Galapagos NV • Q1 Report 2021

THE GALAPAGOS GROUP Disclaimer and other information Galapagos NV is a limited liability company organized under the laws of Belgium, having its registered office at Generaal De Wittelaan L11 A3, 2800 Mechelen, Belgium. Throughout this report, the term “Galapagos NV” refers solely to the non-consolidated Belgian company and references to “we,” “our,” “the group” or “Galapagos” include Galapagos NV together with its subsidiaries. With the exception of filgotinib’s approval for the treatment of rheumatoid arthritis by the European Commission and Japanese 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. This report is published in Dutch and in English. In case of inconsistency between the Dutch and the English versions, the Dutch version shall prevail. Galapagos is responsible for the translation and conformity between the Dutch and English version. This report is available free of charge and upon request addressed to: Galapagos NV Investor Relations Generaal De Wittelaan L11 A3 2800 Mechelen, Belgium Tel: +32 15 34 29 00 Email: [email protected] A digital version of this report is available on our website, www.glpg.com. We will use reasonable efforts to ensure the accuracy of the digital version, but we do not assume responsibility if inaccuracies or inconsistencies with the printed document arise as a result of any electronic transmission. Therefore, we consider only the printed version of this report to be legally valid. Other information on our website or on other websites does not form a part of this report. Jyseleca® is a trademark of Galapagos NV and Gilead Sciences, Inc. or its related companies. Listings Euronext Amsterdam and Brussels: GLPG Nasdaq: GLPG Forward-looking statements This report contains forward-looking statements, all of which involve certain risks and uncertainties. These statements are often, but are not always, made through the use of words or phrases such as “believe,” “anticipate,” “expect,” “intend,” “plan,” “seek,” “estimate,” “may,” “will,” “could,” “stand to,” “continue,” as well as similar expressions. Forward-looking statements contained in this report include, but are not limited to, statements made in the “Letter from the management”, the information provided in the section captioned “Outlook 2021”, guidance from management regarding the expected operational use of cash during financial year 2021, statements regarding the amount and timing of potential future milestones, opt-in and/or royalty payments by Gilead, Galapagos’ strategic R&D ambitions, including progress on our fibrosis portfolio, and potential changes of such ambitions, statements regarding the strategic re-evaluation, our statements and expectations regarding commercial sales of filgotinib, statements regarding the global R&D collaboration with Gilead and regarding the amendment of our arrangement with Gilead for the commercialization and development of filgotinib, 14 Galapagos NV • Q1 Report 2021

THE GALAPAGOS GROUP statements regarding the expected timing, design and readouts of ongoing and planned clinical trials (i) with filgotinib in ulcerative colitis and Crohn’s disease, (ii) with GLPG4716 in IPF, (iii) with GLPG3970 in inflammation, ulcerative colitis, rheumatoid arthritis and psoriatic arthritis, (iv) with GLPG0555, GLPG4399 and GLPG3121 in inflammation, (v) with GLPG3667 in psoriasis, (vi) with GLPG2737 in PCKD, (vii) with GLPG4876 in inflammation, and (viii) with GLPG4586 in fibrosis, statements relating to interactions with regulatory authorities, the timing or likelihood of additional regulatory authorities’ approval of marketing authorization for filgotinib for RA, UC or any other indication, including the UC and IBD indications for filgotinib in Europe, the UK, Japan, and the U.S., such additional regulatory authorities requiring additional studies, the timing or likelihood of pricing and reimbursement interactions for filgotinib, statements relating to the build-up of our commercial organization and commercial sales for filgotinib, including in Europe, the expected impact of COVID-19, and our strategy, business plans and focus. We caution the reader that forward-looking statements are not guarantees of 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 development of 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 of operations, financial condition and liquidity, and the development of the industry in which we operate are consistent with such forward-looking statements, they may not be predictive of results or developments in future periods. Among the factors that may result in differences are that our expectations regarding our 2021 revenues and financial results and our 2021 operating expenses may be incorrect (including because one or more of our assumptions underlying our revenue or expense expectations may not be realized), the inherent uncertainties associated with competitive developments, clinical trial and product development activities and regulatory approval requirements (including the risk that data from our ongoing and planned clinical research programs in rheumatoid arthritis, Crohn’s disease, ulcerative colitis, idiopathic pulmonary fibrosis, osteoarthritis, and other inflammatory indications may not support registration or further development of our product candidates due to safety, efficacy, or other reasons), our reliance on collaborations with third parties (including our collaboration partner, Gilead), the timing of and the risks related to implementing the amendment of our arrangement with Gilead for the commercialization and development of filgotinib, estimating the commercial potential of our product candidates and Galapagos’ expectations regarding the costs and revenues associated with the transfer of European commercialization rights to filgotinib may be incorrect, and the uncertainties relating to the impact of the COVID-19 pandemic. A further list and description of these risks, uncertainties and other risks can be found in our Securities and Exchange Commission filing and reports, 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 Factors” section of this report. Given these uncertainties, the reader is advised not to place any undue reliance on such forward-looking statements. These forward-looking statements speak only as of the date of publication of this document. We expressly disclaim any obligation to update any such forward-looking statements in this document to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements, unless specifically required by law or regulation. 15 Galapagos NV • Q1 Report 2021

Financial statements Unaudited condensed consolidated interim financial statements for the first three months of 2021 Forward with confidence

FINANCIAL STATEMENTS Unaudited condensed consolidated interim financial statements for the first three months of 2021 Consolidated statements of income and comprehensive income/loss (-) Consolidated income statement Three months ended 31 March (thousands of €, except per share data) 2021 2020(*) Revenues 113,892 94,817 Other income 10,266 8,743 Total revenues and other income 124,158 103,560 Research and development expenditure (129,960) (115,453) Sales and marketing expenses (14,574) (9,836) General and administrative expenses (30,422) (24,489) Total operating expenses (174,956) (149,778) Operating loss (50,798) (46,218) Fair value re-measurement of warrants 1,970 (20,529) Other financial income 47,500 39,682 Other financial expenses (11,345) (24,858) Loss before tax (12,673) (51,922) Income taxes (157) (336) Net loss from continuing operations (12,830) (52,258) Net profit from discontinued operations, net of tax 22,191 1,657 Net profit/loss (–) 9,361 (50,601) Net profit/loss (–) attributable to: Owners of the parent 9,361 (50,601) Basic income/loss (–) per share 0.14 (0.78) Diluted income/loss (–) per share 0.14 (0.78) Basic and diluted loss per share from continuing operations (0.20) (0.81) (*) The comparatives of 31 March 2020 have been restated to consider the impact of classifying the Fidelta business as discontinued operations in 2020. The accompanying notes form an integral part of these condensed consolidated financial statements. 17 Galapagos NV • Q1 Report 2021

FINANCIAL STATEMENTS Consolidated statement of comprehensive income / loss (–) Three months ended 31 March (thousands of €) 2021 2020(*) Net profit/loss (–) 9,361 (50,601) Items that may be reclassified subsequently to profit or loss: Translation differences, arisen from translating foreign activities 298 401 Realization of translation differences upon sale of foreign operations 731—Other comprehensive income/loss (–), net of income tax 1,029 401 Total comprehensive income/loss (–) attributable to: Owners of the parent 10,390 (50,200) Total comprehensive income/loss (–) attributable to owners of the parent arises from: Continuing operations (12,532) (51,508) Discontinued operations 22,922 1,308 Total comprehensive income/loss (–) 10,390 (50,200) (*) The comparatives of 31 March 2020 have been restated to consider the impact of classifying the Fidelta business as discontinued operations in 2020. The accompanying notes form an integral part of these condensed consolidated financial statements. 18 Galapagos NV • Q1 Report 2021

FINANCIAL STATEMENTS Consolidated statements of financial position 31 March 31 December (thousands of €) 2021 2020 Assets Intangible assets 65,738 67,565 Property, plant and equipment 111,294 103,378 Deferred tax assets 4,440 4,475 Non-current trade receivables—50,000 Non-current R&D incentives receivables 118,199 111,624 Other non-current assets 4,466 11,343 Non-current assets 304,136 348,384 Trade and other receivables 156,242 148,418 Current R&D incentives receivables 24,105 24,104 Current financial investments 2,560,743 3,026,278 Cash and cash equivalents 2,553,950 2,135,187 Other current assets 15,882 11,953 Current assets from continuing operations 5,310,922 5,345,941 Assets classified as held for sale—23,406 Total current assets 5,310,922 5,369,347 Total assets 5,615,059 5,717,731 Equity and liabilities Share capital 291,852 291,312 Share premium account 2,729,558 2,727,840 Other reserves (10,700) (10,907) Translation differences (2,367) (3,189) Accumulated losses (306,881) (334,701) Total equity 2,701,462 2,670,355 Retirement benefit liabilities 14,859 14,996 Non-current lease liabilities 22,176 23,035 Other non-current liabilities 7,526 8,096 Non-current deferred income 2,263,674 2,365,974 Non-current liabilities 2,308,235 2,412,101 19 Galapagos NV • Q1 Report 2021

FINANCIAL STATEMENTS 31 March 31 December (thousands of €) 2021 2020 Current lease liabilities 6,475 6,401 Trade and other liabilities 161,867 172,386 Current tax payable 1,083 1,248 Current financial instruments 1,194 3,164 Current deferred income 434,743 443,159 Current liabilities from continuing operations 605,362 626,357 Liabilities directly associated with assets classified as held for sale—8,917 Total current liabilities 605,362 635,274 Total liabilities 2,913,597 3,047,375 Total equity and liabilities 5,615,059 5,717,731 The accompanying notes form an integral part of these condensed consolidated financial statements. 20 Galapagos NV • Q1 Report 2021

FINANCIAL STATEMENTS Consolidated cash flow statements Three months ended 31 March (thousands of €) 2021 2020 Net profit/loss (–) of the period 9,361 (50,601) Adjustment for non-cash transactions (7,980) 22,935 Adjustment for items to disclose separately under operating cash flow 792 (747) Adjustment for items to disclose under investing and financing cash flows (28,842) (2,596) Change in working capital other than deferred income 19,673 52,481 Decrease in deferred income (113,164) (91,677) Cash used in operations (120,161) (70,205) Interest paid (1,482) (171) Interest received 648 2,745 Corporate taxes paid (214) (1,243) Net cash flows used in operating activities (121,209) (68,874) Purchase of property, plant and equipment (8,488) (2,866) Purchase of and expenditure in intangible fixed assets (243) (10,159) Purchase of current financial investments (201,188) (2,187,948) Interest received related to current financial investments 6 2,596 Sale of current financial investments 677,032 3,130,686 Cash in from disposal of subsidiaries, net of cash disposed of 28,696—Acquisition of financial assets—(2,670) Proceeds from sale of financial assets held at fair value through profit or loss 4,045—Net cash flows generated from investing activities 499,859 929,640 Payment of lease liabilities (1,780) (1,425) Proceeds from capital and share premium increases from exercise of subscription rights 2,258 5,355 Net cash flows generated from financing activities 478 3,930 Increase in cash and cash equivalents 379,129 864,695 21 Galapagos NV • Q1 Report 2021

FINANCIAL STATEMENTS Three months ended 31 March (thousands of €) 2021 2020 Cash and cash equivalents at beginning of the period 2,143,071 1,861,616 Increase in cash and cash equivalents 379,129 864,695 Effect of exchange rate differences on cash and cash equivalents 31,750 17,261 Cash and cash equivalents at the end of the period 2,553,950 2,743,573 The accompanying notes form an integral part of these condensed consolidated financial statements. 31 March (thousands of €) 2021 2020 Current financial investments 2,560,743 2,978,805 Cash and cash equivalents 2,553,950 2,743,573 Current financial investments and cash and cash equivalents 5,114,693 5,722,378 The accompanying notes form an integral part of these condensed consolidated financial statements. 22 Galapagos NV • Q1 Report 2021

FINANCIAL STATEMENTS Consolidated statements of changes in equity Share premium Translation Other Accumul. (thousands of €) Share capital account differences reserves Losses Total On 1 January 2020 287,282 2,703,583 (1,142) (4,842) (109,223) 2,875,658 Net loss (50,601) (50,601) Other comprehensive income/loss (–) 478 (77) 401 Total comprehensive income/loss (–) 478 (77) (50,601) (50,200) Share-based compensation 9,227 9,227 Exercise of subscription rights 824 4,531 5,355 On 31 March 2020 288,106 2,708,114 (663) (4,919) (150,597) 2,840,041 On 1 January 2021 291,312 2,727,840 (3,189) (10,907) (334,701) 2,670,355 Net profit 9,361 9,361 Other comprehensive income 822 207 1,029 Total comprehensive income 822 207 9,361 10,390 Share-based compensation 18,459 18,459 Exercise of subscription rights 540 1,718 2,258 On 31 March 2021 291,852 2,729,558 (2,367) (10,700) (306,881) 2,701,462 The accompanying notes form an integral part of these condensed consolidated financial statements. 23 Galapagos NV • Q1 Report 2021

FINANCIAL STATEMENTS Notes to the unaudited condensed consolidated interim financial statements for the first three months of 2021 Basis of preparation These condensed consolidated interim financial statements have been prepared in accordance with IAS 34 ‘Interim Financial Reporting’ as adopted by the European Union and as issued by the IASB. The condensed consolidated interim financial statements do not contain all information required for an annual report and should therefore be read in conjunction with our Annual Report 2020. Impact of COVID-19 on the financial statements To date, we have experienced limited impact on our financial performance, financial position, cash flows and significant judgements and estimates, although we continue to face additional risks and challenges associated with the impact of the outbreak. We refer to the section Covid-19 impact in this Q1 report for a comprehensive overview of the impact of Covid-19 on the business evolution of Galapagos. Significant accounting policies There were no significant changes in accounting policies applied by us in these condensed consolidated interim financial statements compared to those used in the most recent annual consolidated financial statements of 31 December 2020. New standards and interpretations applicable for the annual period beginning on 1 January 2021 did not have any impact on our condensed consolidated interim financial statements. We have not early adopted any other standard, interpretation, or amendment that has been issued but is not yet effective. 24 Galapagos NV • Q1 Report 2021

FINANCIAL STATEMENTS Details of the unaudited condensed consolidated interim results Revenues and other income Revenues The following table summarizes our revenues for the three months ended 31 March 2021 and 2020. Three months ended 31 March (thousands of €) Over time Point in time 2021 2020 Recognition of non-refundable upfront payments and license fees 105,226 88,287 Gilead collaboration agreement for filgotinib 47,405 32,105 Gilead collaboration agreement for drug discovery platform 57,821 56,182 Milestone payments 7,865 3,272 Gilead collaboration agreement for filgotinib 7,865 3,272 Reimbursement income—3,193 Novartis collaboration agreement for MOR106—3,193 Other revenues 43 66 Other revenues 43 66 Commercial revenues 758—Sale of goods 79—Royalties 678—Total revenues 113,892 94,817 Revenues (€113.9 million for the first three months of 2021, compared to €94.8 million for the first three months of 2020) were higher mainly driven by the increase in revenue recognition of upfront consideration and milestone payments received in the scope of the collaboration with Gilead for filgotinib amounting to €55.3 million for the first three months of 2021 (€35.4 million for the same period last year). The increased cost share and the additional upfront consideration as a consequence of the renegotiated arrangement between Gilead and Galapagos in December 2020, as well as the milestones for the approval of filgotinib in Europe and Japan achieved in the third quarter of 2020, all contributed to this increase in revenues. 25 Galapagos NV • Q1 Report 2021

FINANCIAL STATEMENTS The rollforward of the outstanding balance of the current and non-current deferred income between 1 January 2021 and 31 March 2021 can be summarized as follows: Gilead colla- Gilead colla- boration agreement boration agreement for drug discovery (1) Other deferred (thousands of €) Total for filgotinib platform income (grants) On 31 December 2020 2,809,133 818,654 1,990,412 67 Significant financing component(2) 2,447 2,447 Revenue recognition of upfront payments (105,226) (47,405) (57,821) Revenue recognition of milestone payments (7,865) (7,865) Other movements (67) (67) On 31 March 2021 2,698,417 765,829 1,932,589—(1) The outstanding balance at 31 March 2021 and at 31 December 2020 comprises the issuance liability for the subsequent warrant B and the (2) With upfront regard payment to the allocated additional to consideration the drug discovery received platform. 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. Other income Other income (€10.3 million for the first three months of 2021, compared to €8.7 million for the first three months of 2020) increased by €1.6 million, mainly driven by higher incentives income from the government for R&D activities. Results from continuing operations We realized a net loss from continuing operations of €12.8 million for the first three months of 2021, compared to a net loss of €52.3 million in the first three months of 2020. We reported an operating loss amounting to €50.8 million for the first three months of 2021, compared to an operating loss of €46.2 million for the same period last year. Our R&D expenditure in the first three months of 2021 amounted to €130.0 million, compared to €115.5 million in the first three months of 2020. This increase was due to an increase of €3.4 million in subcontracting costs primarily related to our filgotinib program, our Toledo program and other clinical programs, compensated by a decrease for ziritaxestat, the OA program with GLPG1972 and the AtD program with MOR106. Furthermore, personnel costs increased by €10.1 million from €30.3 million in the first three months of 2020 to €40.4 million in the first three months of 2021. This increase is explained by a planned headcount increase and increased costs of the subscription right plans. 26 Galapagos NV • Q1 Report 2021

FINANCIAL STATEMENTS The table below summarizes our R&D expenditure for the three months ended 31 March 2021 and 2020, broken down by program. Three months ended 31 March (thousands of €) 2021 2020 Filgotinib program (36,932) (29,296) Ziritaxestat program (10,513) (13,783) OA program with GLPG1972 (636) (6,427) Toledo program (27,823) (16,871) AtD program with MOR106 (152) (4,248) Other programs (53,904) (44,828) Total research and development expenditure (129,960) (115,453) Our G&A and S&M expenses were €45.0 million in the first three months of 2021, compared to €34.3 million in the first three months of 2020. This increase mainly resulted from higher personnel costs for €9.6 million (€26.5 million in the first three months of 2021 compared to €16.9 million in the same period last year). This increase was due to a planned headcount increase following the commercial launch of filgotinib in Europe as well as higher costs of the subscription right plans. In the first three months of 2021, we reported a non-cash fair value gain from the re-measurement of initial warrant B issued to Gilead, amounting to €2.0 million, mainly due to the decreased implied volatility of the Galapagos share price as well as its evolution between 31 December 2020 and 31 March 2021. Net other financial income in the first three months of 2021 amounted to €36.2 million (as compared to €14.8 million in the same period last year), which was primarily attributable to €45.5 million of currency exchange gains on our cash and cash equivalents and current financial investments in U.S. dollars (as compared to €34.3 million in the first three months of 2020) and €3.6 million negative changes in (fair) value of current financial investments (€14.5 million in the same period last year). The other financial expenses also contained the effect of discounting our long term deferred income for €2.4 million (€4.4 million in the same period last year) and the fair value loss of financial assets held at fair value through profit or loss of €2.9 million (€2.7 million in the same period last year). Cash position Cash and cash equivalents and current financial investments totaled €5,114.7 million on 31 March 2021 (€5,169.3 million on 31 December 2020, including the cash and cash equivalents included in the assets classified as held for sale). A net decrease of €54.6 million in cash and cash equivalents and current financial investments was recorded during the first three months of 2021, compared to a net decrease of €58.4 million during the first three months of 2020. This net decrease was composed of (i) €127.7 million of operational cash burn, (ii) offset by €2.3 million of cash proceeds from capital and share premium increase from exercise of subscription rights in the first three months of 2021, (iii) €3.6 million of negative changes in (fair) value of current financial investments and €45.7 million of mainly positive exchange rate differences, and (iv) €28.7 million cash in from disposal of subsidiaries, net of cash disposed of. The operational cash burn (or operational cash flow if this performance measure is positive) is a financial measure that is not calculated in accordance with IFRS. Operational cash burn/cash flow is defined as the increase or decrease in our cash and cash equivalents (excluding the effect of exchange rate differences on cash and cash equivalents), minus: 27 Galapagos NV • Q1 Report 2021

FINANCIAL STATEMENTS i. the net proceeds, if any, from share capital and share premium increases included in the net cash flows generated from/used in (–) financing activities ii. the net proceeds or cash used, if any, in acquisitions or disposals of businesses; the movement in restricted cash and movement in current financial investments, if any, included in the net cash flows generated from/used in (–) investing activities. This alternative performance measure is in our view an important metric for a biotech company in the development stage. The following table represents a reconciliation of the operational cash burn (–)/operational cash flow: Three months ended 31 March (thousands of €) 2021 2020 Increase in cash and cash equivalents (excluding effect of exchange differences) 379,129 864,695 Less: Net proceeds from capital and share premium increases (2,258) (5,355) Net sale of current financial investments (475,844) (942,738) Cash in from disposal of subsidiaries, net of cash disposed of (28,696)—Total operational cash burn (127,669) (83,398) Cash and cash equivalents and current financial investments comprised cash at banks, short-term bank deposits, treasury bills and money market funds that are readily convertible to cash and are subject to an insignificant risk of changes in value. Our cash management strategy monitors and optimizes our liquidity position. Our cash management strategy allows short-term deposits with an original maturity exceeding three months while monitoring all liquidity aspects. Cash and cash equivalents comprised €1,358.0 million of term deposits which all had an original maturity longer than three months. All cash and cash equivalents are available upon maximum three months notice period and without significant penalty. Cash at banks were mainly composed of notice accounts and term deposits. Our credit risk is mitigated by selecting a panel of highly rated financial institutions for our deposits. Cash invested in highly liquid money market funds represented €1,107.4 million (€1,571.9 million on 31 December 2020) and are presented as current financial investments on 31 March 2021. The current financial investments also include treasury bills, amounting to €1,453.3 million on 31 March 2021 (€1,454.4 million on 31 December 2020). Our portfolio of treasury bills contains only AAA rated paper, issued by Germany and The Netherlands. 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 with a proven track record leading to an insignificant risk of changes in value. 31 March 31 December (thousands of €) 2021 2020 Cash at banks 1,195,911 1,239,993 Term deposits 1,358,039 895,194 Cash and cash equivalents from continuing operations 2,553,950 2,135,187 Cash and cash equivalents included in assets classified as held for sale—7,884 Total cash and cash equivalents 2,553,950 2,143,071 28 Galapagos NV • Q1 Report 2021

FINANCIAL STATEMENTS On 31 March 2021, our cash and cash equivalents and current financial investments included $1,007.9 million held in U.S. dollars ($1,418.9 million on 31 December 2020) which could generate foreign exchange gains or losses in our financial results in accordance with the fluctuation of the EUR/U.S. dollar exchange rate as our functional currency is EUR. The foreign exchange loss (–)/gain in case of a 10% change in the EUR/U.S. dollar exchange rate amounts to €86.0 million. Finally, our balance sheet held R&D incentives receivables from the French government (Crédit d’Impôt Recherche), to be received in four yearly tranches, and R&D incentives receivables from the Belgian Government, for a total of €142.3 million as at 31 March 2021. Capital increase On 31 March 2021, Galapagos NV’s share capital was represented by 65,511,581 shares. All shares were issued, fully paid up and of the same class. The below table summarizes our capital increases for the period ended 31 March 2021. Average exercise price subscription Closing share rights price on date Share capital (in €/sub- of capital (thousands of €, except share Number of Share and share scription increase data) shares Share capital premium premium right) (in €/share) On 1 January 2021 65,411,767 291,312 2,727,840 3,019,153 19 March 2021: exercise of subscription rights 99,814 540 1,718 2,258 22.62 68.48 On 31 March 2021 65,511,581 291,852 2,729,558 3,021,411 29 Galapagos NV • Q1 Report 2021

FINANCIAL STATEMENTS Note to the cash flow statement Three months ended 31 March (thousands of €) 2021 2020 Adjustment for non-cash transactions Depreciation and amortization 5,019 4,189 Share-based compensation expenses 18,459 9,227 Increase in retirement benefit obligations and provisions 95 90 Unrealized exchange gains (–)/losses and non-cash other financial result (38,515) (32,856) Discounting effect of deferred income 2,447 4,435 Fair value re-measurement of warrants (1,970) 20,529 Net change in (fair) value of current financial investments 3,572 14,507 Fair value adjustment financial assets held at fair value through profit or loss 2,913 2,745 Other non-cash expenses—70 Total adjustment for non-cash transactions (7,980) 22,935 Adjustment for items to disclose separately under operating cash flow Interest expense 1,375 1,007 Interest income (740) (2,090) Tax expense 157 336 Total adjustment for items to disclose separately under operating cash flow 792 (747) Adjustment for items to disclose under investing and financing cash flows Gain on disposal of subsidiaries (22,191)—Realized exchange gain on sale of current financial investments (6,645)—Interest income on current financial assets (6) (2,596) Total adjustment for items to disclose separately under investing and financing cash flow (28,842) (2,596) Change in working capital other than deferred income Increase in inventories (300) (62) Decrease in receivables 31,883 27,581 Increase/decrease (–) in liabilities (11,911) 24,962 Total change in working capital other than deferred income 19,673 52,481 Fair value re-measurements Gilead warrants B The issuance of initial warrant B was approved on 22 October 2019 by the extraordinary general meeting of shareholders and is not yet exercised by Gilead at 31 March 2021. Initial warrant B has been valued on the basis of a Longstaff-Schwartz Monte Carlo model. The input data used in the model were derived from market observations (volatility, discount rate and share price) and from management estimates (number of shares to be issued and applied discount for lack of marketability). The recognized fair value gain of €2.0 million was mainly the result of a decrease in the implied volatility of our share price as well as its evolution between 31 December 2020 and 31 March 2021. The fair value of the financial liability related to the initial warrant B amounted to €1.2 million on 31 March 2021 and was presented as a current financial instrument. 30 Galapagos NV • Q1 Report 2021

FINANCIAL STATEMENTS Subsequent warrant B is still subject to approval by an extraordinary general meeting of shareholders and is therefore still presented as issuance liability in our deferred income. Discontinued operations The following disclosure illustrates the result of our discontinued operations, related to the sale of our fee-for- service business (Fidelta) to Selvita on 4 January 2021. 1. Disposal of subsidiaries (discontinued operations) 1.1. Consideration received (thousands of €) 4 January 2021 Consideration received in cash and cash equivalents 37,080 Total consideration received 37,080 1.2. Analysis of assets and liabilities over which control was lost (thousands of €) 4 January 2021 Intangible assets 21 Property, plant and equipment 10,050 Other non-current assets 160 Trade and other receivables 4,428 Cash and cash equivalents 7,884 Other current assets 863 Total assets 23,406 Non-current lease liabilities 4,115 Other non-current liabilities 70 Trade and other liabilities 4,479 Current lease liabilities 727 Income tax payable 356 Total liabilities 9,747 Net assets disposed of 13,658 1.3. Gain on disposal of subsidiaries (thousands of €) Consideration received 37,080 Net assets disposed of (13,658) Effect of cumulative translation adjustments reclassified from equity on loss of control (731) Costs associated to the sale (500) Gain on disposal 22,191 31 Galapagos NV • Q1 Report 2021

FINANCIAL STATEMENTS 1.4. Net cash inflow on disposal of subsidiaries (thousands of €) Consideration received in cash and cash equivalents 37,080 Less: cash and cash equivalents balances disposed of (7,884) Total consideration received, net of cash disposed of 29,196 Costs associated to the sale (500) Cash in from disposal of subsidiaries, net of cash disposed of 28,696 2. Result from discontinued operations Three months ended 31 March (thousands of €, except share and per share data) 2021 2020 Revenues—3,356 Other income — Total revenues and other income—3,356 Gain on disposal of subsidiaries 22,191 Research and development expenditure—(1,310) Sales and marketing expenses—General and administrative expenses—(413) Total operating expenses—(1,723) Operating profit 22,191 1,633 Other financial income—40 Other financial expenses—(16) Profit before tax 22,191 1,657 Income taxes — Net profit 22,191 1,657 Basic income per share from discontinued operations 0.34 0.03 Diluted income per share from discontinued operations 0.34 0.02 Weighted average number of shares—Basic (in thousands of shares) 65,425 64,690 Weighted average number of shares—Diluted (in thousands of shares) 65,944 68,123 32 Galapagos NV • Q1 Report 2021

FINANCIAL STATEMENTS 3. Cash flows from discontinued operations Three months ended 31 March (thousands of €) 2021 2020 Net cash flows generated from operating activities—1,998 Net cash flows generated from/used in (-) investing activities 28,696 (447) Net cash flows used in financing activities—(183) Net cash flows from discontinued operations 28,696 1,368 Contingencies and commitments Contractual obligations and commitments We have certain purchase commitments principally with CRO subcontractors and certain collaboration partners. On 31 March 2021, we had outstanding obligations for purchase commitments, which become due as follows: Less than More than (thousands of €) Total 1 year 1 – 3 years 3 – 5 years 5 years Purchase commitments 319,267 252,913 52,599 13,093 662 In addition to the table above, we have a contractual cost sharing obligation related to our collaboration agreement with Gilead for filgotinib. The contractual cost sharing commitment amounted to €482.8 million at 31 March 2021 for which we have direct purchase commitments of €23.5 million at 31 March 2021 reflected in the table above. Contingent liabilities and assets We refer to our Annual Report 2020 for a description of our contingent liabilities and assets. Events after the end of the reporting period On 30 April 2021, the supervisory board of Galapagos approved “Subscription Right Plan 2021 RMV”, a subscription right plan intended for the employees of its French subsidiary, Galapagos SASU, “Subscription Right Plan 2021 ROW”, a subscription right plan intended for the employees of its other non-Belgian subsidiairies and “Subscription Right Plan 2021 BE”, a subscription right plan intended for the employees of the company and its Belgian subsidiaries, within the framework of the authorized capital. Under these subscription right plans, 2,736,250 subscription rights were created, subject to acceptances, and offered to the beneficiaries of the plans. The subscription rights have an exercise term of eight years as of the date of the offer and have an exercise price of €64.76 (the closing price of the share on Euronext Amsterdam and Brussels on the day preceding the date of the offer). The subscription rights are not transferable. Subscription rights granted under Subscription Right Plan 2021 BE can in principle not be exercised prior to 1 January 2025 and subscription rights granted under Subscription Right Plan 2021 RMV and Subscription Right Plan 2021 ROW vest in instalments: with 25% of each grant being exercisable as of 1 January 2023, 25% as of 1 January 2024 and 50% (the remainder) as of 1 January 2025. Each subscription right gives the right to subscribe to one new Galapagos share. We note that Dr. Rajesh Parekh and Ms. Katrine Bosley were re-appointed as members of the supervisory board by the shareholders’ meeting of 28 April 2021 for a period of four years and for a period of one year respectively. Ms. Katrine Bosley is an independent supervisory board member within the meaning of article 7:87 of the Belgian Companies Code and article 3.5 of the Belgian Corporate Governance Code 2020. Approval of interim financial statements The interim financial statements were approved by the management board on 5 May 2021. 33 Galapagos NV • Q1 Report 2021

OTHER INFORMATION Glossary of terms 100 points clinical response Percentage of patients achieving a 100-point decrease in CDAI score during a clinical trial in CD patients ACR American College of Rheumatology ACR20 (ACR 20/50/70) American College of Rheumatology 20% response rate signifies a 20% or greater improvement in the number of swollen and tender joints as well as a 20% or greater improvement in three out of five other disease-activity measures. ACR50 and ACR70 reflect the same, for 50% and 70% response rates, respectively Adenovirus A common virus that causes cold-like symptoms and is used as a research tool for the lab in the discovery of new drugs ADPKD Autosomal dominant polycystic kidney disease, a disease where typically both kidneys become enlarged with fluid-filled cysts, leading to kidney failure. Other organs may be affected as well ADS 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 AFM Dutch Authority for the Financial Markets Anemia Condition in which the patient has an inadequate number of red blood cells to carry oxygen to the body’s tissues Ankylosing spondylitis (AS) AS is a systemic, chronic, and progressive spondyoloarthropathy primarily affecting the spine and sacroiliac joints, and progressing into severe inflammation that fuses the spine, leading to permanent painful stiffness of the back Anti-TNF Tumor necrosis factor. An anti-TNF drug acts by modulation of TNF Assays Laboratory tests to determine characteristics 34 Galapagos NV • Q1 Report 2021

OTHER INFORMATION ATS ATS, the American Thoracic Society improves global health by advancing research, patient care, and public health in pulmonary disease, critical illness, and sleep disorders Attrition rate The historical success rate for drug discovery and development, based on publicly known development paths. Statistically seen, investment in at least 12 target-based programs is required to ensure that at least one of these will reach a Phase 3 study. Most new drug R&D programs are discontinued before reaching Phase 3 because they are not successful enough to be approved Autotaxin (ATX) An enzyme important for generating the signaling molecule lypophosphatidic acid (LPA). Ziritaxestat targets autotaxin for IPF and SSc BID dosing Twice-daily dosing (bis in die) Bioavailability Assessment of the amount of product candidate that reaches a body’s systemic circulation after (oral) administration Biomarker Substance used as an indicator of a biological process, particularly to determine whether a product candidate has a biological effect Black & Scholes model A mathematical description of financial markets and derivative investment instruments that is widely used in the pricing of European options and subscription rights Bleomycin model A preclinical model involving use of bleomycin (a cancer medication) to induce IPF symptoms Bridging trial Clinical trial performed to “bridge” or extrapolate one dataset to that for another situation, i.e. to extrapolate data from one population to another for the same drug candidate, or to move from IV to subcutaneous dosing CALOSOMA Phase 1 program with GLPG3970 in psoriasis Cash position Current financial investments and cash and cash equivalents CDAI Crohn’s Disease Activity Index, evaluating patients on eight different factors, each of which has a pre-defined weight as a way to quantify the impact of CD 35 Galapagos NV • Q1 Report 2021

OTHER INFORMATION CDAI remission In the FITZROY trial, the percentage of patients with CD who showed a reduction of CDAI score to <150 CFTR Cystic fibrosis transmembrane conductance regulator (CFTR) is a membrane protein and chloride channel in vertebrates that is encoded by the CFTR gene. It is hypothesized that inhibition of the CFTR channel might reduce cyst growth and enlargement for patients with ADPKD. GLPG2737 is a CFTR inhibitor CHIT1/AMCase Chitotriosidase (CHIT1) is a protein coding gene, and AMCase is an inactive acidic mamalian chitinase. CHIT1 is predominantly involved in macrophage activation. Inhibition of chitinase activity translates into a potential therapeutic benefit in lung diseases like IPF, as shown in preclinical models. GLPG4716 is a CHIT1/AMCase inhibitor targeting a key pathway in tissue remodeling CHMP 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) CIR Crédit d’Impôt Recherche, or research credit. Under the CIR, the French government refunds up to 30% of the annual investment in French R&D operations, over a period of three years. Galapagos benefits from the CIR through its operations in Romainville, just outside Paris Clinical Proof of Concept (PoC) Point in the drug development process where the product candidate first shows efficacy in a therapeutic setting Complete Response Letter (CRL) A letter send by the FDA to indicate that the review cycle for an application is complete and the application is not ready for approval in its present form Compound A chemical substance, often a small molecule with drug-like properties Contract research organization (CRO) Organization which provides drug discovery and development services to the pharmaceutical, biotechnology and medical devices industry Corticosteroids Any of a group of steroid hormones produced in the adrenal cortex or made synthetically. They have various metabolic functions and some are used to treat inflammation Crohn’s disease (CD) 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 36 Galapagos NV • Q1 Report 2021

OTHER INFORMATION CRP C-reactive protein is a protein found in the blood, the levels of which rise in response to inflammation Cytokine A category of small proteins which play important roles in signaling in processes in the body DARWIN Phase 2 program for filgotinib in RA. DARWIN 1 explored three doses, in twice-daily and once-daily administration, for up to 24 weeks in RA patients with insufficient response to methotrexate (MTX) and who remained on their stable background treatment with MTX. DARWIN 2 explored three once-daily doses for up to 24 weeks in RA patients with insufficient response to methotrexate (MTX) and who washed out of their treatment with MTX. DARWIN 1 and 2 were double-blind, placebo-controlled trials which recruited approximately 900 patients globally and for which results were reported in 2015. DARWIN 3 is a long term extension trial in which all patients are on 200 mg filgotinib, except for U.S. males who are on 100 mg. The week 156 results from DARWIN 3 were reported in 2019 DDI study Drug-drug interaction study. This type of study will assess if there is a change in the action or side effects of a drug caused by concomitant administration with another drug Deep venous thrombosis (DVT) The formation of one or more blood clots in one of the body’s large veins, most commonly in the lower limbs. The blood clots can travel to the lung and cause a pulmonary embolism Degradation The process by which proteins are lost through the use of drugs such as PROTACs or small molecules Development 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 Discovery 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 Disease-modifying Addresses the disease itself, modifying the disease progression, not just the symptoms of the disease DIVERGENCE Phase 2 programs with filgotinib in Crohn’s disease. DIVERGENCE 1 was an exploratory study in small bowel CD and DIVERGENCE 2 in fistulizing CD DIVERSITY Phase 3 program evaluating filgotinib in CD 37 Galapagos NV • Q1 Report 2021

OTHER INFORMATION DLCO DLCO (diffusion capacity of the lung for carbon monoxide) is the extent to which oxygen passes from the air sacs of the lungs into the blood. This is measured in IPF patients DMARDs Disease modifying anti rheumatic drugs; these drugs address the disease itself rather than just the symptoms Dose-range finding study 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 Double-blind 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 Efficacy Effectiveness for intended use EMA European Medicines Agency, in charge of European market authorization of new medications Endoscopy A non-surgical procedure involving use of an endoscope to examine a person’s digestive tract Esbriet An approved drug (pirfenidone) for IPF, marketed by Roche Fast Track A designation by the FDA of an investigational drug for expedited review to facilitate development of drugs which treat a serious or life-threatening condition and fill an unmet medical need FDA 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 Fee-for-service Payment system where the service provider is paid a specific amount for each procedure or service performed Fibrotic score The Ashcroft fibrotic score involves measuring pulmonary fibrosis through examination of histopathology tissue FIH First-in-human clinical trial, usually conducted in healthy volunteers with the aim to assess the safety, tolerability and pharmacokinetics of the product candidate 38 Galapagos NV • Q1 Report 2021

OTHER INFORMATION Filgotinib Formerly known as GLPG0634, commercial name is Jyseleca. Small molecule preferential JAK1 inhibitor, approved in RA in Europa and Japan. Application for approval for ulcerative colitis was filed in Europe and Japan. Filgotinib is partnered with Gilead. Filgotinib currently is in Phase 3 trials in CD FINCH Phase 3 program evaluating filgotinib in RA Fistulizing CD Fistulae are inflammatory tracts that most often occur between the distal colon and the perianal region. Fistulae are one of the most severe sequelae of luminal CD and the lifetime risk of occurrence is close to 50% of those with active CD FITZROY A double-blind, placebo controlled Phase 2 trial with filgotinib in 177 CD patients for up to 20 weeks. Full results were published in The Lancet in 2016 FORM 20-F Form 20-F is an SEC filing submitted to the US Securities and Exchange Commission FRI Functional respiratory imaging is a technology which enhances 3D visualization and quantification of a patient’s airway and lung geometry FSMA The Belgian market authority: Financial Services and Markets Authority, or Autoriteit voor Financiële Diensten en Markten FTE 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 Futility analysis Analysis of the likelihood of a trial to meet its primary endpoint, based on a subset of the total information to be gathered. The term ‘futility’ is used to refer to the low likelihood of a clinical trial to achieve its objectives. In particular, stopping a clinical trial when the interim results suggest that it is unlikely to achieve statistical significance can save resources that could be used on more promising research FVC Forced vital capacity is the amount of air which can be forcibly exhaled from the lungs after taking the deepest breath possible. FVC is used to help determine both the presence and severity of lung diseases such as IPF G&A expenses General & administrative expenses 39 Galapagos NV • Q1 Report 2021

OTHER INFORMATION Genome An organism’s complete set of genetic information needed to build that organism and allow it to grow and develop GLIDER Phase 2 Proof of Concept trial with SIK2/SIK3 inhibitor GLPG3970 in Sjögren’s syndrome GLPG0555 A JAK1 inhibitor currently in Phase 1b in osteoarthritis GLPG0634 Molecule number currently known as filgotinib and Jyseleca GLPG1205 A GPR84 inhibitor discovered by us. Development of GLPG1205 was deprioritized in 2021 GLPG1690 Autotaxin inhibitor discovered by us and currently known as ziritaxestat. All development with ziritaxestat was discontinued in February 2021 GLPG2737 A compound currently in Phase 2 in PKCD. This compound is part of the CF collaboration with AbbVie but Galapagos retained rights outside of CF GLPG3121 A compound currently in Phase 1 targeting JAK1/TYK2 directed toward inflammation GLPG3667 A TYK2 kinase inhibitor discovered by us, currently in Phase 1b in psoriasis GLPG3970 A SIK2/SIK3 inhibitor currently in multiple Phase 2 Proof of Concept studies. Currently the lead molecule in the Toledo program GLPG4059 A compound currently in Phase 1 with undisclosed mode of action directed toward metabolic diseases. Development of GLPG4059 was deprioritized in 2021 GLPG4399 A SIK3 inhibitor currently in the preclinical phase directed toward inflammation GLPG4586 A compound with undisclosed mode of action currently in the preclinical phase directed toward fibrosis. This is the first preclinical candidate to emerge from the collaboration with Fibrocor 40 Galapagos NV • Q1 Report 2021

OTHER INFORMATION GLPG4605 A SIK2/SIK3 inhibitor in the preclinical phase, currently directed toward fibrosis GLPG4716 A chitinase inhibitor inlicensed from OncoArendi in preparation for Phase 2 in IPF GLPG4876 A SIK2/SIK3 inhibitor in the preclinical phase, currently directed toward inflammation. This molecule was selected for acceleration in 2021 GPR84 inhibitor Drug candidate aimed at inhibiting or blocking G-protein coupled receptor 84. GLPG1205 is a GPR84 inhibitor aimed at IPF HDL High-density lipoprotein. HDL scavenges and reduces low-density lipoprotein (LDL) which contributes to heart disease at high levels. High levels of HDL reduce the risk for heart disease, while low levels of HDL increase the risk of heart disease Hemoglobin A protein inside red blood cells that carries oxygen from the lungs to tissues and organs in the body and carries carbon dioxide back to the lungs Histology Study of the microscopic structures of tissues Histopathology Microscopic examination of tissues for manifestations of a disease IBD Inflammatory Bowel Disease. This is a general term for an autoimmune disease affecting the bowel, including CD and UC. CD affects the small and large intestine, while UC affects the large intestine. Both diseases involve inflammation of the intestinal wall, leading to pain, bleeding, and ultimately, in some cases, surgical removal of part of the bowel In-/out-licensing 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 In vitro Studies performed with cells outside their natural context, for example in a laboratory In vivo Studies performed with animals in a laboratory setting Inflammatory diseases A large, unrelated group of disorders associated with abnormalities in inflammation 41 Galapagos NV • Q1 Report 2021

OTHER INFORMATION Inspiratory capacity Total lung capacity or the amount of gas contained in the lung at the end of a maximal inhalation Intellectual property Creations of the mind that have commercial value and are protected or protectable, including by patents, trademarks or copyrights Intersegment Occurring between the different operations of a company Investigational New Drug (IND) Application 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 IPF Idiopathic pulmonary fibrosis. A chronic and ultimately fatal disease characterized by a progressive decline in lung function. Pulmonary fibrosis involves scarring of lung tissue and is the cause of shortness of breath. Fibrosis is usually associated with a poor prognosis. The term “idiopathic” is used because the cause of pulmonary fibrosis is still unknown ISABELA Phase 3 clinical program investigating ziritaxestat in IPF patients. All development with ziritaxestat was discontinued in February 2021 JAK 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 Jyseleca® Jyseleca® is the brand name for filgotinib LADYBUG Phase 2 program with GLPG3970 in rheumatoid arthritis LDL Low-density lipoprotein. LDL contributes to heart disease at high levels Lipoprotein Lipoproteins are substances made of protein and fat that carry cholesterol through your bloodstream. There are two main types of cholesterol: High-density lipoprotein (HDL), or “good” cholesterol and Low-density lipoprotein (LDL), or “bad” cholesterol Liver enzymes Inflamed or injured liver cells secrete higher than normal amounts of certain chemicals, including liver enzymes, into the bloodstream 42 Galapagos NV • Q1 Report 2021

OTHER INFORMATION Lymphocyte Type of white blood cell that is part of the immune system MACE Major adverse cardiovascular events; a composite endpoint frequently used in cardiovascular research MANTA A Phase 2 semen parameter trial with filgotinib in male patients with CD or UC MANTA-RAy Phase 2 semen parameter trial with filgotinib in male patients with RA, PsA, or AS MHLW Japanese Ministry of Health, Labor and Welfare (MHLW), in charge of Japanese market authorization of new medications Milestone Major achievement in a project or program; in our alliances, this is usually associated with a payment Modulation The process by which the function of proteins is changed through the use of drugs such as small molecules, peptides, antibodies or cell therapy Molecule collections Chemical libraries, usually consisting of drug-like small molecules that are designed to interact with specific target classes. These collections can be screened against a target to generate initial “hits” in a drug discovery program MTX Methotrexate; a first-line therapy for inflammatory diseases NDA New Drug Application Neutrophil Type of immune system cell which is one of the first cell types to travel to the site of an infection in the body. Neutrophils are another type of white blood cell which fight infection by ingesting and killing microorganisms NICE The National Institute for Health and Care Excellence; an independent public body that provides national guidance and advice to improve health and social care in the UK NK cells Natural killer cells, type of white blood cell with granules of enzymes which can attack tumors or viruses 43 Galapagos NV • Q1 Report 2021

OTHER INFORMATION Ofev An approved drug (nintedanib) for IPF, marketed by Boehringer Ingelheim Oligonucleotide Short DNA or RNA molecule that can be used as research tools or therapeutic drug to change protein expression Oral dosing Administration of medicine by the mouth, either as a solution or solid (capsule, pill) form Osteoarthritis (OA) The most common form of arthritis, usually occurring after middle age, marked by chronic breakdown of cartilage in the joints leading to pain, stiffness, and swelling Outsourcing Contracting work to a third party PCKD Polycystic kidney disease is a genetic disorder in which the renal tubules become structurally abnormal, resulting in the development and growth of multiple cysts within the kidney Pharmacokinetics (PK) 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 Phase 1 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 Phase 2 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 Phase 3 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 Phenotypic screening Phenotypic screening is a strategy used in drug discovery to identify molecules with the ability to alter a cell’s disease characteristics. Animal models and cell-based assays are both strategies used to identify these molecules. In contrast to target-based drug discovery, phenotypic screening does not rely on knowing the identity of the specific drug target or its hypothetical role in the disease. A key benefit this approach has over target-based screening, is its capacity to capture complex biological mechanisms that are not otherwise achievable Pivotal trials Registrational clinical trials 44 Galapagos NV • Q1 Report 2021

OTHER INFORMATION Placebo-controlled A substance having no pharmacological effect but administered as a control in testing a biologically active preparation Preclinical 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 Preclinical candidate (PCC) A new molecule and potential drug that meets chemical and biological criteria to begin the development process Product candidate 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 Proof of Concept (POC) A clinical trial in which first evidence for efficacy of a candidate drug is gathered. A Proof of Concept trial is usually with a small number of patients and for short duration to get a first impression of drug activity Proof of Concept study Phase 2 patient study in which activity as well as safety in patients is evaluated, usually for a new mechanism of action PROTAC Proteolysis targeting chimera, a special small molecule capable of removing unwanted proteins that play a role in disease processes Psoriasis A chronic skin disease which results in scaly, often itchy areas in patches. Psoriatic arthritis (PsA) Psoriatic arthritis or PsA is an inflammatory form of arthritis, affecting up to 30% of psoriasis patients. Psoriatic arthritis can cause swelling, stiffness and pain in and around the joints, and cause nail changes and overall fatigue Pulmonary embolism A blockage in one of the pulmonary arteries in the lungs QD dosing Once-daily dosing (qd from the Latin quaque die) R&D operations 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 45 Galapagos NV • Q1 Report 2021

OTHER INFORMATION Replication The process by which DNA is copied to produce two identical DNA molecules during the process of cell division Rheumatoid arthritis (RA) A chronic, systemic inflammatory disease that causes joint inflammation, and usually leads to cartilage destruction, bone erosion and disability Screening Method usually applied at the beginning of a drug discovery campaign, where a target is tested in a biochemical assay against a series of small molecules or antibodies to obtain an initial set of “hits” that show activity against the target. These hits are then further tested or optimized SEA TURTLE Phase 2 program with GLPG3970 in ulcerative colitis SEC Securities and Exchange Commission in the US SELECTION Phase 3 program evaluating filgotinib in UC patients SES-CD scores Simple endoscopic score for CD, involving review of five pre-defined bowel segments, assigning values from 0 (unaffected) to 3 (highly affected) Short interfering RNA A research tool that is used to silence the activity of specific genes SIK Salt-inducible kinase. This is the target family for the portfolio of molecules in the Toledo program Sjögrens syndrome Sjögren’s Syndrome is a systemic inflammatory disease which can be felt throughout the body, often resulting in chronic dryness of the eyes and mouth S&M expenses Sales and marketing expenses Small bowel CD (SBCD) CD causes chronic inflammation and erosion of the intestines. It can affect different regions of gastrointestinal tract including the stomach and small and large intestines. While isolated SBCD is an uncommon presentation of CD, involvement of some portion of the small bowel, particularly the ileum, is common 46 Galapagos NV • Q1 Report 2021

OTHER INFORMATION Statin Statins are a class of lipid-lowering medications that reduce illness and mortality in those who are at high risk of cardiovascular disease. They are the most common cholesterol-lowering drugs. Low-density lipoprotein (LDL) carriers of cholesterol play a key role in the development of atherosclerosis and coronary heart disease via the mechanisms described by the lipid hypothesis Systemic lupus erythematosus An autoimmune disease, with systemic manifestations including skin rash, erosion of joints or even kidney failure. TAPINOMA Phase 2 Proof of Concept trial with SIK2/SIK3 inhibitor GLPG3970 in SLE Target Proteïn 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 Target discovery Identification and validation of proteins that have been shown to play a role in a disease process TEAE 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 Technology access fee License payment made in return for access to specific technology (e.g. compound or virus collections) Toledo Toledo is the program name for the target family of SIK inhibitors Topical corticosteroids Corticosteroids which are administered through the skin using an ointment Transcription The process of making an RNA copy of a DNA gene sequence Translation The process by which a protein is synthetized from mRNA TYK 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 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 47 Galapagos NV • Q1 Report 2021

OTHER INFORMATION Ulcerative colitis (UC) UC is an IBD causing chronic inflammation of the lining of the colon and rectum (unlike CD with inflammation throughout the gastrointestinal tract) Venous thrombotic events When a blood clot breaks loose and travels in the blood, this is called a venous thromboembolism (VTE). The abbreviation DVT/PE refers to a VTE where a deep vein thrombosis (DVT) has moved to the lungs (PE or pulmonary embolism) Ziritaxestat Formerly known as GLPG1690. Ziritaxestat is a novel drug candidate targeting autotaxin; all development with ziritaxestat was discontinued in February 2021 48 Galapagos NV • Q1 Report 2021

OTHER INFORMATION Financial calendar Colophon 05 August 2021 Concept, design and online programming nexxar GmbH, Vienna – Online annual reports Half year 2021 results and online sustainability reports 04 November 2021 www.nexxar.com Photography Third quarter 2021 results 24 February 2022 Frank van Delft Copy deadline: 6 May 2021 Full year 2021 results This report is also available in Dutch and available for download in the Downloads section of this report or at www.glpg.com 49 Galapagos NV • Q1 Report 2021

OTHER INFORMATION Contact Elizabeth Goodwin Sofie Van Gijsel Sandra Cauwenberghs Vice President Investor Relations Senior Director Investor Relations Director of Investor Relations Galapagos NV Galapagos NV Galapagos NV 230 Third Ave Generaal De Wittelaan L11 A3 Generaal De Wittelaan L11 A3 Waltham, MA 02451, United 2800 Mechelen, Belgium 2800 Mechelen, Belgium States Tel. +32 485 19 14 15 Tel. +32 15 34 29 00 Tel. +1 781 460 1784 Email: [email protected] Carmen Vroonen Kyra Obolensky Global Head of Communications Senior Director Corporate & Public Affairs Communications Galapagos NV Galapagos NV Generaal De Wittelaan L11 A3 Generaal De Wittelaan L11 A3 2800 Mechelen, Belgium 2800 Mechelen, Belgium Tel. +32 473 82 48 74 Tel. +32 491 92 64 35 Email: [email protected] 50 Galapagos NV • Q1 Report 2021                

Exhibit 99.3

CERTAIN CONFIDENTIAL INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND REPLACED

WITH “[…***…]” BECAUSE IT IS NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF

PUBLICLY DISCLOSED.

TRANSITION & AMENDMENT AGREEMENT

by and between

GALAPAGOS NV

and

GILEAD SCIENCES, INC.

Effective as of April 3, 2021

Table of Contents

SCHEDULES

SCHEDULE 1 TARGET MA SUBMISSION DATES

SCHEDULE 2 TRANSFERRED TRADEMARKS

SCHEDULE 3 TUPE EMPLOYEES

SCHEDULE 4 DOMAIN NAMES

SCHEDULE 5 EQUITY AWARDS GRANTED TO NEW GALAPAGOS EMPLOYEES

EXHIBITS

EXHIBIT A DEVELOPMENT PLAN AND BUDGET

EXHIBIT B SHARED TERRITORY COMMERCIALIZATION PLAN AND BUDGET

EXHIBIT C TRADEMARK ASSIGNMENT AGREEMENT

EXHIBIT D TRANSITION PLAN

EXHIBIT E INTENTIONALLY OMITTED

EXHIBIT F GILEAD PLANS FOR […***…] TUPE EMPLOYEES

EXHIBIT G […***…] BUSINESS TRANSFER AGREEMENT

EXHIBIT H COMMERCIAL HANDOVER

TRANSITION & AMENDMENT AGREEMENT

This Transition & Amendment Agreement (this “Agreement”) is made and entered into effective as of April 3, 2021 (the “Effective Date”) by and between GALAPAGOS NV, a corporation organized under the laws of Belgium and having its principal place of business at Generaal de Wittelaan L11 A3, 2800 Mechelen, Belgium (“Galapagos”), and GILEAD SCIENCES, INC., a Delaware corporation with offices at 333 Lakeside Drive, Foster City, CA 94404, USA (“Gilead”). Galapagos and Gilead are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

BACKGROUND

WHEREAS, Galapagos and Gilead Biopharmaceuticals Ireland UC (“GBIUC”) entered into that certain Amended and Restated License and Collaboration Agreement, dated as of August 23, 2019, which was then assigned by GBIUC to Gilead effective September 20, 2019 and was amended by a First Amendment dated as of February 4, 2020 (as so assigned and amended, the “A&R Collaboration Agreement”), pursuant to which, among other things, Galapagos is responsible for Commercializing the Licensed Product in the Benelux Countries, the Parties are jointly Commercializing the Licensed Product in the EU5 Countries and Gilead is responsible for Commercializing the Licensed Product in all other countries in the Galapagos Territory and in the Gilead Territory; and

WHEREAS, the Parties entered into a binding term sheet (the “Term Sheet”) on December 15, 2020 (the “Announcement Date”) agreeing to modify such arrangement with respect to the Galapagos Territory and wish to set forth in greater detail the process for transitioning, and the terms and conditions pursuant to which they will transition, the Development, Manufacture, and Commercialization of the Licensed Compound and the Licensed Products with respect to the Galapagos Territory, along with certain other rights and obligations, from Gilead to Galapagos (the “Transition”), as set forth herein.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual promises, covenants and conditions contained in this Agreement, the Parties agree as follows:

ARTICLE 1

DEFINITIONS

As used in this Agreement, the following initially capitalized terms, whether used in the singular or plural form, shall have the meanings set forth in this ARTICLE 1. Capitalized terms used, but not defined herein, shall have the meanings given to them in the Applicable Collaboration Agreement unless otherwise specifically provided herein (provided, however, that for the period after the Initial Transition Date, if any such capitalized term is not defined in the Second A&R Collaboration Agreement, then such capitalized term shall have the meaning given to it in the A&R Collaboration Agreement). Unless specifically incorporated by reference into the Applicable Collaboration Agreement, the Transition Ancillary Agreements or any other Ancillary Agreement, the meanings given to such capitalized terms shall only apply to this Agreement. In addition, the terms “includes,” “including,” “include” and derivative forms of them shall be deemed followed by the phrase “without limitation” (regardless of whether it is actually written there (and drawing no implication from the actual inclusion of such phrase in some instances after such terms but not others)) and the term “or” has the inclusive meaning represented by the phrase “and/or” (regardless of whether it is actually written (and drawing no implication from the actual use of the phrase “and/or” in some instances but not in others)). Unless otherwise stated, euro (€) amounts are in European euros and Dollars ($) amounts are in the lawful currency of the United States. Unless specified to the contrary, references to Articles, Sections, Schedules or Exhibits shall refer to the particular Articles, Sections, Schedules or Exhibits of or to this Agreement and references to this Agreement include all Schedules and Exhibits hereto. To the extent a Party’s obligations under this Agreement are performed by,

are the responsibility of, or must be completed by an Affiliate of such Party, such Party will procure that the applicable Affiliate perform such obligations in accordance with, and to the standard required under, this Agreement. The words “day,” “quarter” or “year” (and derivative or similar words, e.g., “quarterly”) shall mean a calendar day, calendar quarter or calendar year unless otherwise specified. The word “notice” shall mean notice in writing (whether or not specifically stated) and shall include notices, consents, approvals and other written communications contemplated under this Agreement. The words “hereof,” “herein,” “hereby” and derivative or similar words refer to this Agreement (including any Schedules and Exhibits). The words “will” and “shall” shall have the same obligatory meaning. Provisions that require that a Party, the Parties, the JTT, the TSC, the Transition Compliance Working Group, or a Country Transition Team “agree,” “consent” or “approve” or the like shall require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter, or with respect to the JTT, the TSC, the Transitional Compliance Working Group, or a Country Transition Team only, by approved minutes. Words of any gender include the other gender. Words using the singular or plural number also include the plural or singular number, respectively. References to any specific law or Article, Section or other division thereof, shall be deemed to include the then-current amendments or any replacement law thereto.

[…***…] has the meaning set forth in Section 5.1(b).

“A&R Collaboration Agreement” has the meaning set forth in the recitals.

“Accrued Benefits Amount” has the meaning set forth in Section 5.1(i).

“Acquired Rights Directive” means Council Directive 2001/23/EC of March 12, 2001 on the approximation of the laws of the Member States relating to the safeguarding of employees’ rights in the event of transfers of undertakings, businesses or parts of undertakings or businesses, as amended from time to time.

“Agreement” has the meaning set forth in the preamble hereof.

“Announcement Date” has the meaning set forth in the recitals.

“Applicable Collaboration Agreement” means (a) for the period beginning on the Effective Date and ending on the Initial Transition Date, the A&R Collaboration Agreement and (b) for the period after the Initial Transition Date, the Second A&R Collaboration Agreement.

“Applicable Guidelines” means applicable national and international pharmaceutical industry codes of practice and guidelines, which on and after January 1, 2020, include the International Federation of Pharmaceutical Manufacturers Code of Conduct, the European Federation of Pharmaceutical Industries Associate Code on the Promotion of Prescription-Only Medicines to, and Interactions with, Healthcare Professionals, where applicable, and applicable local country codes and guidelines.

“Applicable Law” means applicable laws, rules and regulations, including any rules, regulations, guidelines or other requirements of Regulatory Authorities that may be in effect from time to time.

“Benelux Co-Commercialization Agreement” means that certain Co-Commercialization Agreement, effective February 4, 2020, between the Parties, pursuant to which the Co-Commercialization Product(s) are being Commercialized by Galapagos in the Benelux Countries.

“Benelux Supply Agreement” means that certain Supply Agreement, effective February 4, 2020, between Gilead Sciences Ireland UC and Galapagos, pursuant to which Gilead Sciences Ireland UC supplies Galapagos with the Co-Commercialization Product(s) in the Benelux Countries.

“Business Day” means a day other than (a) a Saturday or a Sunday, (b) a bank or other public holiday in California, United States, or (c) a bank or other public holiday in Brussels, Belgium.

“cGMP” means the applicable current Good Manufacturing Practices as specified for (a) the United States in the Federal Food, Drug, and Cosmetic Act (21 U.S.C. §§ 301 et seq.) and the relevant U.S. regulations found in Title 21 of the United States Code of Federal Regulations (Chapter 11, 210, 211, 600 and 610), together with the relevant or applicable current International Conference on Harmonization guidance documents, including International Conference on Harmonization Guidance Q7 Good Manufacturing Practice Guide for Active Pharmaceutical Ingredients, as ratified in Annex 19 of the EU Guidelines to Good Manufacturing Practice; (b) the European Union in Directive 2001/83/EC, Directive 2003/94/EC, Eudralex—Volume 4—Good Manufacturing Practice (GMP) guidelines or any other relevant European Union or national regulations; and (c) any other countries, the equivalent legal requirements set forth in the Applicable Law, each as may be amended from time to time.

“Clinical Supply Agreement” means that certain Clinical Materials Supply Agreement, effective February 6, 2017, between the Parties, as may be amended from time to time.

“Commercial Handover” has the meaning set forth on Exhibit H.

“Competition Law Guidelines” has the meaning set forth in Section 11.4(a).

“Contract” means any written contract, agreement, lease, sublease, license, sublicense, instrument, note, guaranty, deed, assignment, purchase order or other legally binding commitment or arrangement.

“Control” means, with respect to any material, Information, Patent, Regulatory Materials or Regulatory Approvals, the possession (whether by ownership or license) by a Party or its Affiliates of the ability to assign, grant to the other Party a license or provide to the other Party access to such item as provided herein, without violating the terms of any agreement or other arrangement with any Third Party, or being obligated to pay any royalties or other consideration therefor (unless such Party has expressly agreed to pay or the other Party has expressly agreed to reimburse such amounts), in existence as of the time such Party or its Affiliates would first be required hereunder to assign or grant to the other Party a license or provide to the other Party access to such item.

“Country Non-TUPE Employees” has the meaning set forth in Section 5.2(c).

“Country Transition Team” has the meaning set forth in Section 4.5(a).

“Cure Period” has the meaning set forth in Section 15.2(a)

“Delegated Galapagos Activities” means all activities expressly reserved for Galapagos or any of its Affiliates from the Effective Date to the MA Transfer Completion Date in a Registered Country pursuant to Section 6.3.

“Delegation of Authority” has the meaning set forth in Section 6.3(a)(iv).

“Development Plan and Budget” means the Development Plan and Budget attached hereto as Exhibit A.

“Effective Date” has the meaning set forth in the preamble hereof.

“EMA” means the European Medicines Agency or its successor.

“Employment Taxes” means withholding, payroll, social security, workers’ compensation, unemployment, disability, and any similar tax imposed by any Tax Authority or social security authority, and any interest, penalties, additions to tax, or additional amounts with respect to the foregoing imposed on any taxpayer or consolidated, combined, or unitary group of taxpayers.

“Encumbrance” means any mortgage, lien, license, pledge, security interest or encumbrance.

“EU5 Co-Commercialization Agreement” means that certain Co-Commercialization Agreement, effective February 4, 2020, between the Parties, pursuant to which the Co-Commercialization Product(s) are being Commercialized by both Parties in the EU5 Countries.

“European Supply Agreement” means (a) the Benelux Supply Agreement, as amended by this Agreement, until its amendment and restatement pursuant to Section 8.1(a) and (b) thereafter such agreement as amended and restated.

“FD&C Act” means the United States Federal Food, Drug and Cosmetic Act, as amended.

“FDA” means the United States Food and Drug Administration or its successor.

“First Overage Share Amount” has the meaning set forth in Section 12.2(c)(iv)(A).

“FIS Supply Agreement” means that certain Supply Agreement, effective February 4, 2020, between Gilead Sciences Ireland UC and Galapagos, pursuant to which Gilead Sciences Ireland UC supplies Galapagos with the Co-Commercialization Product(s) in France, Italy and Spain.

“Functional Team” has the meaning set forth in Section 4.6.

“Galapagos” has the meaning set forth in the preamble hereof.

“Galapagos House Marks” means the […***…].

“Galapagos MAH” means, with respect to a Marketing Authorization or Marketing Authorization application in a Registered Country, Galapagos or, as designated by Galapagos, its agent to whom the Marketing Authorization or Marketing Authorization application is to be transferred pursuant to ARTICLE 6.

“Galapagos Territory” means (a) the member states of the European Union as constituted as of July 14, 2019, including Austria, Belgium, Bulgaria, Croatia, Cyprus, Czechia, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, Netherlands, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden, and the United Kingdom, and all other territories and possessions of the foregoing, (b) […***…], (c) […***…], (d) […***…] and (e) […***…].

“GBIUC” has the meaning set forth in the recitals.

“General Direction” has the meaning set forth in Section 4.10.

“[…***…] Gilead Pension Plans” has the meaning set forth in Section 5.1(l).

“[…***…] Pension Assets” has the meaning set forth in Section 5.1(l).

“[…***…] TUPE Employees” has the meaning set forth in Section 5.1(b).

“[…***…] TUPE Transfer Date” has the meaning set forth in Section 5.1(l).

“[…***…] Business Transfer Agreement” means that certain Business Transfer Agreement, dated on or about the date hereof, between […***…] and […***…], in the form attached as Exhibit G.

“Gilead” has the meaning set forth in the preamble hereof.

“Gilead Copyrights” means all copyrights Controlled as of the Effective Date or during the period prior to the Initial Transition Date by Gilead or its Affiliate(s) and used by Gilead or its Affiliate(s) in the Exploitation of Licensed Compound or Licensed Products in the Field in the Galapagos Territory.

“Gilead House Marks” means […***…].

“Gilead MAH” means, with respect to a Marketing Authorization or Marketing Authorization application in a Registered Country, Gilead or its Affiliate that is the MAH for such Marketing Authorization or Marketing Authorization application as of the Effective Date or thereafter until the MA Transfer Completion Date.

“Gilead Plan” means any Contract, obligation, plan, program, fund, arrangement, policy, or customary practice (whether written or unwritten) maintained, sponsored, owed, adopted, contributed to, or followed by Gilead or its Affiliates, providing compensation (other than salary), benefits, pension, retirement, superannuation, profit sharing, stock bonus, stock option, stock purchase, phantom or stock equivalent, bonus, thirteenth month, incentive, deferred compensation, hospitalization, medical, dental, vision, vacation, life insurance, death benefit, sick pay, disability, severance, termination indemnity, redundancy pay, educational assistance, holiday pay, housing assistance, moving expense reimbursement, fringe benefit or similar employee benefits to current or former directors, officers, employees or agents appointed employed or retained by Gilead or its Affiliates.

“Gilead Territory” means all countries in the world other than the countries included in the Galapagos Territory.

“Gilead’s Knowledge” means […***…].

[…***…]

[…***…]

[…***…]

[…***…]

“Hired Employee” has the meaning set forth in Section 5.2(c)(iii).

“IND” means, with respect to the Licensed Products, (a) an Investigational New Drug Application as defined in the FD&C Act and applicable regulations promulgated thereunder by the FDA, or (b) the equivalent application to the equivalent Regulatory Authority in any other regulatory jurisdiction, the filing of which is necessary to initiate or conduct clinical testing of a pharmaceutical product in humans in such jurisdiction.

“Independent Activities” has the meaning set forth in Section 7.4(a).

“Independent Activities Cost” has the meaning set forth in Section 7.4(g).

“Independent Activities Data” has the meaning set forth in Section 7.4(d).

“Independent Activities Party” has the meaning set forth in Section 7.4(b)(i).

“Independent Activities Plan” has the meaning set forth in Section 7.4(b)(i).

“Independent Activities Regulatory Documentation” has the meaning set forth in Section 7.4(e).

“Initial Transition Date” means 11:59:59 pm Central European Time on December 31, 2021.

“Joint Development Plan and Budget” has the meaning set forth in Section 7.3(b).

“JTT” has the meaning set forth in Section 4.3(a).

“Latest Transition Date” means 11:59:59 pm Central European Time on December 31, 2022.

“MA Maintenance” means (a) the preparation and submission to the applicable Regulatory Authority of (i) all annual and other periodic updates to the Marketing Authorizations in the applicable country or regulatory jurisdiction and (ii) all supplements and amendments to the Marketing Authorizations in the applicable country or regulatory jurisdiction, and (b) all other actions that are necessary to maintain the Marketing Authorization and Marketing Authorization applications in the applicable country or regulatory jurisdiction.

“MA Transfer Completion Date” means with respect to the Licensed Products in the Registered Countries, the date on which the transfer of the Marketing Authorization or Marketing Authorization application in such Registered Country to the Galapagos MAH or the date on which withdrawal of the Marketing Authorization or Marketing Authorization application of the Gilead MAH pursuant to Section 6.1 takes effect.

“MAH” means, with respect to a Marketing Authorization or Marketing Authorization application in a Registered Country, the Person holding such Marketing Authorization or Marketing Authorization application.

“MAH Legal Responsibilities” means, with respect to the Licensed Product, a Party’s or any of its Affiliate’s ongoing legal responsibility as MAH under Regulation (EU) No. 726/2004, Directive 2001/83/EC and other applicable EU legislation and guidance or any equivalent regulation in the applicable Registered Country. […***…].

“MAH Related Activities” has the meaning set forth in Section 6.2(a).

“Marketing Authorization” means, with respect to a Registered Country, the Regulatory Approvals necessary for placing the Licensed Products on the market in such Registered Country.

“Material Breach Notice” has the meaning set forth in Section 15.2(a).

“MIA” has the meaning set forth in Section 8.4.

“NDA” means a New Drug Application, as defined in the FD&C Act and applicable regulations promulgated thereunder by the FDA.

“New Galapagos Employees” has the meaning set forth in Section 5.3.

“New Joint Development Activities” has the meaning set forth in Section 7.3(a).

“Non-TUPE Countries” has the meaning set forth in Section 5.2(c).

“Non-TUPE Employees” has the meaning set forth in Section 5.2(a).

“Offer Date” has the meaning set forth in Section 5.2(c)(iii).

“Original Agreement” means that certain License and Collaboration Agreement, dated December 16, 2015, entered into by the Parties.

“Other Contracts” means all Contracts to which Gilead or any of its Affiliates is a party, other than Transferred Contracts, related to Licensed Compound or Licensed Products and used in the Exploitation of Licensed Compound or Licensed Products in the Field in the Galapagos Territory.

“Participating Employee” has the meeting set forth in Section 5.4(a).

“Participating Entity” has the meeting set forth in Section 5.4(a).

“Party” and “Parties” have the meanings set forth in the preamble hereof.

“Person” means an individual, sole proprietorship, partnership, limited partnership, limited liability partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture or other similar entity or organization, including a government or political subdivision, department or agency of a government.

“Power of Attorney” has the meaning set forth in Section 6.3(a)(iv).

“Pre-Transfer Gilead MAH Activities” means all activities expressly reserved for the Gilead MAH or any of its Affiliates from the Effective Date to the MA Transfer Completion Date pursuant to Section 6.3.

“Promotional Review” means the review and oversight of the compliance with Applicable Law and Applicable Guidelines of (a) Promotional Materials and (b) promotional and non-promotional activities (including, for clarity, Commercialization activities, Medical Affairs Activities, public affairs activities and government affairs activities) carried out by business functions in connection with the Commercialization of the Licensed Product(s) in its Respective Territory.

“Prospective Employees” has the meaning set forth in Section 5.2(c)(ii).

“PVA” means the Pharmacovigilance Agreement, dated March 3, 2021, by and between the Parties, as amended from time to time.

“Quality Agreement” means the Quality Agreement, dated February 17, 2020, as amended on November 30, 2020 and as may be amended from time to time, between the Parties (or their Affiliates).

“Regional Non-TUPE Employees” has the meaning set forth in Section 5.2(d).

“Registered Country” means, at any time, each of the countries in the Galapagos Territory with respect to which (a) a Marketing Authorization exists (whether granted by the EMA or locally) or a Marketing Authorization application is pending as of such time and (b) Gilead or its Affiliate is as of such time, or previously was, the MAH.

“Regulatory Approval” means all approvals (including licenses, registrations or authorizations) from any applicable Regulatory Authority in a given country or regulatory jurisdiction necessary for the Development, Manufacture, marketing, commercial distribution, importation and sale of a Licensed Product in such country or jurisdiction, which may include satisfaction of all applicable regulatory and notification requirements and, where applicable, labeling approval, but which, shall exclude any pricing and reimbursement approvals. Regulatory Approvals include approvals by Regulatory Authorities of Marketing Authorization applications.

“Regulatory Authority” means, in a particular country or regulatory jurisdiction, any applicable Governmental Authority involved in granting Regulatory Approval, including (a) the FDA, (b) the EMA, (c) the European Commission, (d) Swissmedic and (e) the MHRA, or the successor of any such Governmental Authority.

“Regulatory Communications” has the meaning set forth in Section 6.3(a)(ii).

“Regulatory Documentation” means the (a) Regulatory Materials, (b) correspondence and information submitted to, received from or retained in order to be made available to a Regulatory Authority (including minutes and official contact reports relating to any communication with any Regulatory Authority) and all supporting documents with respect thereto, (c) Regulatory Approvals and (d) safety or clinical databases, in each case (a) through (d), that are necessary or reasonably desirable in order to Develop, manufacture, market, sell or otherwise Commercialize a Licensed Product in a particular country or regulatory jurisdiction.

“Remedial Measures” has the meaning set forth in Section 15.2(a).

“Respective Territory” means, with respect to Gilead, the Gilead Territory and with respect to Galapagos, the Galapagos Territory.

“RTA” has the meaning set forth in Section 10.2(a)(iii).

“Second A&R Collaboration Agreement” has the meaning set forth in Section 2.1(b).

“Severance Costs” means any amount as legally due to any New Galapagos Employee […***…].

“Shared Territory Commercialization Plan and Budget” means the Shared Territory Commercialization Plan and Budget as defined in the A&R Collaboration Agreement, which is hereby amended as attached hereto as Exhibit B.

“Subcontractor” means any Third Party subcontractor engaged by Gilead or Galapagos to perform its obligations hereunder.

“Sublicensee” means any Third Party other than a Distributor that is granted a sublicense by a Party under the rights licensed to such Party pursuant to ARTICLE 10 of this Agreement.

“Supply Chain Completion Date” has the meaning set forth in Section 8.1(d).

“Target MA Submission Date” means the target date by which the submission to the Regulatory Authority for the transfer of the Marketing Authorization or Marketing Authorization application in a Registered Country to the Galapagos MAH is expected to occur as set forth on Schedule 1, or as otherwise agreed by the JTT, or if applicable, the TSC from time to time.

“Tax” means any income, net income, gross income, gross receipts, profits, capital stock, franchise, property, ad valorem, stamp, excise, severance, occupation, service, sales, use, license, lease, transfer, import, export, customs duties, value added, alternative minimum, estimated or other similar tax (including any fee, assessment, or other charge in the nature of or in lieu of any tax) imposed by any Tax Authority, and any interest, penalties, additions to tax or additional amounts with respect to the foregoing imposed on any taxpayer or consolidated, combined or unitary group of taxpayers.

“Tax Authority” means, with respect to any Tax, the Governmental Authority or political subdivision thereof that imposes such Tax, and the agency (if any) charged with the collection of such Tax for such Governmental Authority or subdivision.

“Term Sheet” has the meaning set forth in the recitals.

“Territory Employee” means any employee who is employed by Gilead in the Galapagos Territory and provides services pursuant to the A&R Collaboration Agreement, as amended by this Agreement.

“Third Party” means any Person other than any Party or any of its respective Affiliates.

“Third Party Assignment Approval” has the meaning set forth in Section 11.2(c).

“Trademark” means any trademark, trade name, service mark, service name, brand, design, trade dress, logo, slogan, or other indicia of origin or ownership, including registrations and applications therefor and the goodwill and activities associated with each of the foregoing.

“Trademark Assignment Agreement” means the Trademark Assignment Agreements in the forms attached hereto as Exhibit C.

“Transferred Assets” means the Transferred Regulatory Documentation, the Marketing Authorizations, the Marketing Authorization applications, the Transferred Trademarks, the Transferred Inventory, the Transferred Contracts, the Transferred Clinical Trials and the Regulatory Documentation applicable thereto and such other assets as are transferred by Gilead to Galapagos pursuant to this Agreement.

“Transferred Clinical Trials” has the meaning set forth in Section 7.2(b).

“Transferred Contracts” has the meaning set forth in Section 11.2.

“Transferred Information” means all Information solely related to the Licensed Compound or Licensed Products that is Controlled by Gilead or its Affiliate(s) and (a) necessary for or otherwise reasonably requested by Galapagos in order to Exploit the Licensed Compound or Licensed Products in the Galapagos Territory, including, as applicable, Registered Country-specific pricing and reimbursement dossiers or official communications, current forecasts and Licensed Products analysis for any Registered Country, and books and records related to research, Development, regulatory activities, Manufacture and commercial data and plans for the Licensed Products in the Galapagos Territory or (b) related to the Transferred Assets. For clarity, […***…].

“Transferred Inventory” has the meaning set forth in Section 8.3(a).

“Transferred Regulatory Documentation” means all Regulatory Documentation that is used or held for use in connection with the Licensed Products in the Galapagos Territory or related to the Transferred Clinical Trials to the extent Controlled by Gilead or any of its Affiliates.

“Transferred Trademarks” means the Trademarks listed on Schedule 2 excluding, for the avoidance of doubt, any Gilead House Marks.

“Transition” has the meaning set forth in the recitals.

“Transition Activity Commercially Reasonable Efforts” means, with respect to each Party, (a) in connection with the transfer or withdrawal of the Marketing Authorizations or Marketing Authorization applications, the level of efforts, expertise and resources reasonably necessary to complete such transfer or withdrawal; and (b) in connection with any other activity under this Agreement, that level of efforts and use of resources commonly dedicated in the research-based pharmaceutical industry by a company to the performance of similar activities intending to achieve the applicable result with respect to such activities; provided, however, […***…].

“Transition Ancillary Agreement” means the Trademark Assignment Agreement, the European Supply Agreement, the Clinical Supply Agreement, the Quality Agreement, the PVA, and the […***…] Business Transfer Agreement.

“Transition Compliance Working Group” has the meaning set forth in Section 4.4(a).

“Transition Development Activities” means the […***…], the […***…] and any New Joint Development Activities for the Licensed Compound or Licensed Products that the Parties agree to conduct under this Agreement.

“Transition Key Messages” has the meaning set forth in Section 9.1(e).

“Transition Plan” means the Transition Plan attached hereto as Exhibit D as the same may be amended from time to time.

“TSC” has the meaning set forth in Section 4.2(a).

“TUPE Employees” has the meaning set forth in Section 5.1(a).

“TUPE Regulations” means (a) when used in relation to employees in a Galapagos Territory other than the United Kingdom, the Acquired Rights Directive and the Applicable Law pursuant to which the Acquired Rights Directive has been transposed into the laws of such Galapagos Territory, and (b) when used in relation to employees in the United Kingdom, the Transfer of Undertakings (Protection of Employment) Regulations 2006 as amended from time to time.

“TUPE Transfer Date” has the meaning set forth in Section 5.1(a).

“VAT” has the meaning set forth in Section 12.6(a).

ARTICLE 2

INTERACTION OF AGREEMENTS

This Section 2.1 shall govern the interaction among the terms of this Agreement and the terms of each Applicable Collaboration Agreement, Ancillary Agreement and Transition Ancillary Agreement. In the event of any inconsistency between the terms of the Applicable Collaboration Agreement and the terms of this Agreement, (x) prior to the Initial Transition Date, the terms of this Agreement shall govern, and (y) after the Initial Transition Date, the terms of the Second A&R Collaboration Agreement shall govern.

ARTICLE 3

TIMING OF TRANSITION

The Parties will use, and will procure that their respective Affiliates use, Transition Activity Commercially Reasonable Efforts to complete the Transition of all activities related to the Development, Manufacture and Commercialization of the Licensed Products in the Galapagos Territory in accordance with and at the times specified in this Agreement and the Transition Plan on or before the Initial Transition Date. If, as of the Effective Date, the transition plan for any given function, or any date or timeline expressly referenced herein as part of the Transition Plan, is not included in the initial Transition Plan attached hereto, the Parties shall discuss in good faith the transition activities for such function, or such date or timeline, as applicable, and amend the Transition Plan to include the mutually agreed plan for such transition activities or the mutually agreed date or timeline. If there are any activities related to the Transition that are not completed on or before the Initial Transition Date due to obstacles outside of the control of Galapagos, the Parties will use Transition Activity Commercially Reasonable Efforts to complete the Transition of such remaining activities as soon as reasonably practicable on or before the Latest Transition Date. Gilead shall not have any obligation to continue any such remaining Transition activities beyond the Latest Transition Date, except that (a) certain agreed upon activities will continue to be obligations of Gilead beyond the Initial Transition Date as described in this Agreement and the Transition Plan and (b) the Transition of certain activities may be subject to Regulatory Approval and such Regulatory Approval processes may continue beyond the Latest Transition Date for reasons outside of Galapagos’ control in which case Gilead shall use, and will procure that its Affiliates use, Transition Activity Commercially Reasonable Efforts to continue such activities until the necessary Regulatory Approvals have been obtained. Galapagos will be responsible for all out-of-pocket costs and expenses reasonably incurred by Gilead pursuant to clause (b) (excluding […***…]). Gilead will invoice Galapagos for any […***…], and Galapagos will pay them not later than […***…] following receipt of such invoice.

The Parties will execute on the Effective Date (or such other date as mutually agreed) the […***…] Business Transfer Agreement to effect the transfer of assets held at the […***…] country level by Gilead to Galapagos, or its Affiliate(s), as set forth therein, including in the schedules attached thereto. To the extent necessary to effectively consummate the transfer of assets in other jurisdictions in accordance with the terms of this Agreement, the Parties will negotiate in good-faith and enter into such additional business transfer agreements, as may be required by such other jurisdictions.

ARTICLE 4

GOVERNANCE AND TRANSITION MANAGEMENT

For clarity, the JTT shall have no oversight or decision-making authority with respect to the Commercialization of any Licensed Products or Gilead Combination Products in the Gilead Territory, as set forth in Section 9.1(g), except to the extent such activities materially adversely affect the Exploitation of the Licensed Product or Galapagos Combination Products by Galapagos in the Galapagos Territory, with respect to which activities neither Party shall have unilateral final decision-making authority notwithstanding anything to the contrary herein (any issues related to such activities not agreed to by the JTT will be resolved in accordance with Section 16.6). Additionally, the JTT shall have no oversight or decision making authority with respect to […***…].

The day-to-day Transition activities under this Agreement shall be conducted by the functional teams of both Parties (each, a “Functional Team”), it being understood that any issues that arise between the Functional Teams can be brought to the JTT for discussion and resolution if need be.

In conducting themselves on the TSC, JTT, Transition Compliance Working Group, the Country Transition Teams and the Functional Teams, and in exercising their rights under this ARTICLE 4, all representatives of each Party shall consider reasonably and in good faith all input received from the other Party. Without limiting or expanding rights or obligations with respect to application of Transition Activity Commercially Reasonable Efforts standards in its performance under this Agreement or the Transition Ancillary Agreements, in making decisions in accordance with its duties in serving on the TSC, JTT, Transition Compliance Working Group, Country Transition Teams, or Functional Teams each Party shall act in accordance with Applicable Law and Applicable Guidelines and based on its good faith judgment taking into consideration the best interests of the Licensed Compound and Licensed Products in the Galapagos Territory and the Gilead Territory and the Transition, provided that, […***…].

Each of the TSC, JTT, Transition Compliance Working Group, Country Transition Teams and Functional Teams shall have solely the powers expressly assigned to it in this ARTICLE 4 and elsewhere in this Agreement. Except as expressly provided in this Agreement, the TSC, JTT, Country Transition Teams and Functional Teams shall not have any power to amend, modify, or waive compliance with this Agreement, any Transition Ancillary Agreement, the Applicable Collaboration Agreement or any Ancillary Agreement. It is expressly understood and agreed that the control of decision-making authority by a Party, pursuant to Section 4.2(d), so as to resolve a disagreement or deadlock on the TSC for any matter will not authorize either Party to perform any function or exercise any decision-making right not delegated to the TSC, JTT, Country Transition Teams, Functional Teams or such Party, and that neither Galapagos nor Gilead shall have any right to unilaterally modify or amend, or waive its own compliance with, the terms of this Agreement or the Applicable Collaboration Agreement (including any diligence obligation contained herein or therein).

The TSC and JTT shall dissolve on the Initial Transition Date and the governance of any ongoing Transition activities under their purview shall be transitioned to and thereafter governed by the Committees under the Second A&R Collaboration Agreement. The Transition Compliance Working Group shall dissolve on the last-to-occur MA Transfer Completion Date. Each Country Transition Team shall dissolve on the date of Commercial Handover for the applicable Registered Country (unless otherwise agreed by the Parties). Each Functional Team shall cease to be considered a “Functional Team” under this Agreement upon completion of the Transition activities hereunder with respect to such function (or upon any earlier mutual written agreement of the Parties). Any escalations from the Transition Compliance Working Group and any Functional Team after the Initial Transition Date shall be made to the JSC.

As of the Effective Date and until the applicable MA Transfer Completion Date for a given Registered Country, Galapagos, through the TSC, JTT, Country Transition Teams and Functional Teams, shall provide general direction to Gilead on the commercial, medical affairs, and regulatory activities performed by Gilead under this Agreement (“General Direction”).

Gilead shall use Transition Activity Commercially Reasonable Efforts to take any action proposed in good faith by Galapagos in Galapagos’ exercise of its General Direction. Notwithstanding anything to the contrary in this Agreement (including, for clarity, the Transition Plan), […***…]. General Direction of Galapagos does not include the direct supervision or management by Galapagos of Gilead’s personnel and will not impose any requirement on Gilead to […***…].

ARTICLE 5

PERSONNEL

Except as otherwise provided in Section 5.1(l) and without prejudice to the detailed provisions of Sections 5.1 and 5.2 above, the following rules shall apply to the TUPE Employees and Hired Employees (the “New Galapagos Employees”):

ARTICLE 6

REGULATORY MATTERS

The Parties agree to the following allocation of responsibilities with respect to the MAH Related Activities for each Marketing Authorization or Marketing Authorization application in a Registered Country:

To the extent additional MAH Related Activities are subsequently identified and not otherwise allocated between the Parties pursuant to this ARTICLE 6, the JTT shall discuss the appropriate allocation of such activity between each Party and their MAHs, taking into account the principles set forth in this ARTICLE 6, and the JTT shall coordinate the delegation of any MAH Related Activities that are permitted to be delegated under Applicable Law; provided that […***…]. Notwithstanding the foregoing, for any MAH Related Activity that is required as a new post-approval commitment for the Galapagos Territory, the Party that is responsible for performing the associated underlying Development activity (either […***…]) shall be responsible for performing such MAH Related Activity and any costs incurred in performing such MAH Related Activity shall be allocated between the Parties as if such costs were incurred in performing the associated underlying Development activity (either […***…]) in accordance with Exhibit A.

ARTICLE 7

DEVELOPMENT

Prior to the Effective Date, the sponsorship of […***…] was transferred to Galapagos and shall be deemed to be a Transferred Clinical Trial for purposes of this Agreement.

The Parties shall use Transition Activity Commercially Reasonable Efforts to complete the transfer of the sponsorship of each Transferred Clinical Trial within […***…] of the applicable date set forth above for such Transferred Clinical Trial and, if the Regulatory Approval process is continuing beyond such […***…] period for reasons outside of the Parties’ control, shall continue to use Transition Activity Commercially Reasonable Efforts thereafter until the transfer of the sponsorship of such Transferred Clinical Trial is completed. For clarity, in accordance with Section 16.4, Gilead shall have the option at any time to transfer the management responsibilities with respect to the Transferred Clinical Trials to a contract research organization or qualified vendor approved by Galapagos (such approval not to be unreasonably withheld, conditioned or delayed). To the extent the sponsorship of any additional Clinical Trial needs to be transferred by Gilead or one of its Affiliates to Galapagos, or its Affiliate(s), to result in Galapagos having operational responsibility for all of the Clinical Trials assigned to it in the column entitled “Operational Responsibility” in the Development Plan and Budget, the Parties shall use Transition Activity Commercially Reasonable Efforts to agree upon the timeline and process for transferring the sponsorship of such additional Clinical Trial and related activities; provided that, from the Effective Date until the Initial Transition Date, any disagreements between the Parties with respect to the Clinical Trials relating to […***…]

For so long as Gilead is the MAH, notwithstanding the foregoing or anything else to the contrary in this Agreement, (i) following the completion of transfer of the applicable sponsorship, Galapagos shall not conduct or discontinue (or permit to be conducted or discontinued) any of the Transferred Clinical Trials in a manner that would cause Gilead, in its capacity as MAH, to violate Applicable Law.

Notwithstanding anything to the contrary in this Agreement or in the Option, License and Collaboration Agreement, from the Effective Date until the Initial Transition Date, neither Party will conduct hereunder or under the Option, License and Collaboration Agreement, or provide product, compound or financial support for, Development of any […***…], unless the Parties mutually agree in writing; provided, however, that, Galapagos shall have the right to conduct Nonclinical Studies for Galapagos Combination Products at its sole discretion.

“3.1 Overview of Development. Gilead shall be primarily responsible for Development and seeking Regulatory Approval of the Licensed Product and Gilead Combination Products in the Gilead Territory and shall use Commercially Reasonable Efforts with respect thereto for the first Licensed Product in […***…] in both […***…]. Notwithstanding anything to the contrary in this Agreement (but subject to the Transition

& Amendment Agreement), the immediately foregoing obligation with respect to Commercially Reasonable Efforts in […***…] and the […***…] indications shall be Gilead’s sole diligence obligation with respect to Development of Licensed Products and Gilead Combination Products, and Gilead shall have the right, but not any obligation, to Develop other Licensed Products and Gilead Combination Products in other countries in the Gilead Territory or for other indications and no diligence obligation of Gilead shall arise under this Agreement with respect to Development of Gilead Combination Products. Galapagos shall use Commercially Reasonable Efforts as reasonably requested by Gilead to assist Gilead with Development activities with respect to the P […***…]. Upon initiation of a […***…], Gilead hereby commits, absent Safety Issues, to complete such Clinical Trial (or such portion thereof), subject to Section 13.3(a)(ii). For the avoidance of doubt, the foregoing obligation does not apply to any long term extension of such […***…]. Following each data read-out of such […***…], at the request of Gilead, the Parties shall discuss the efficacy and safety implications of such data and, in light of such implications, consider whether to continue, amend or wind-down such […***…].”

The Parties agree that the Development Plan and Budget supersedes and replaces all existing Development Plans as of the Effective Date, and the Parties shall have no further obligations under any such Development Plan.

“1.3 “Affiliate” means, with respect to a particular Person, a person, corporation, partnership, or other entity that controls, is controlled by or is under common control with such Person. For the purposes of this definition, the word “control” (including, with correlative meaning, the terms “controlled by” or “under the common control with”) means the actual power, either directly or indirectly through one or more intermediaries, to direct or cause the direction of the management and policies of such entity, whether by the ownership of more than fifty percent (50%) of the voting stock of such entity, by contract or otherwise; provided, however, that neither Party will be considered an Affiliate of the other Party.”

“1.27 “Co-Commercialization Term” means, with respect to a country in the Shared Territory, the period from the Amendment Effective Date through the Initial Transition Date (as defined in the Transition & Amendment Agreement).”

“1.29 “Collaboration Know-How” means, to the extent not Gilead Combination Know-How, all Information related exclusively to a Licensed Product or the Licensed Compound and that is conceived, discovered, developed or otherwise made jointly by the Parties, in each case optionally with their Affiliates or any Third Parties or any employees, consultants or agents of any of the foregoing, in performing the activities under the Original Agreement, this Agreement, the Second A&R Collaboration Agreement, any Ancillary Agreement or the Transition and Amendment Agreement (including any Transition Ancillary Agreement and the performance of the Transition Development Activities, Joint Development Plan and Budget, or Shared Territory Commercialization Plan and Budget (each, as defined in the Transition & Amendment Agreement)).”

“1.31 “Commercialization” means any and all activities directed to marketing, promoting, distributing, importing, exporting, using, offering to sell, selling or having sold a product, including activities related to the commercial manufacture, marketing, promotion, sale or distribution of a product in the Territory, and, for purposes of setting forth the rights and obligations of the Parties under this Agreement, shall be deemed to include conducting Medical Affairs Activities. Commercialization shall include commercial activities conducted in preparation for a product launch. Commercialization expressly excludes […***…]. “Commercialize” has a correlative meaning.”

“1.44 “Development” means all activities, including Transition Development Activities, that relate to (a) obtaining or maintaining Regulatory Approval of a Licensed Product, a Galapagos Combination Product or a Gilead Combination Product for one or more indications, (b) developing the process for the Manufacture of clinical and commercial quantities of a Licensed Product, a Galapagos Combination Product or a Gilead Combination Product, or (c) the conduct of Nonclinical Studies and Clinical Trials (including Phase 4 Clinical Trials for a Licensed Product, a Galapagos Combination Product or a Gilead Combination Product), including the preparation, submission, review and development of data or information in support of a submission to a Regulatory Authority to obtain or maintain Regulatory Approval of a Licensed Compound, a Licensed Product, a Galapagos Combination Product or a Gilead Combination Product, as applicable, including the services of outside advisors in connection therewith, including its legal counsel and regulatory consultants, but excluding (A) Commercialization and (B) the Manufacture and accumulation of commercial inventory of a Licensed Product, a Galapagos Combination Product or a Gilead Combination Product, as applicable. “Develop” has a correlative meaning.”

“1.80 “Galapagos Combination Product” means a pharmaceutical product containing the Licensed Compound in combination with […***…]. The term “in combination,” covers instances where the Licensed Compound and at least […***…].”

“1.82 “Galapagos Foreground Know-How” means all Information conceived, discovered, developed or otherwise made solely by Galapagos, optionally with its Affiliates or any Third Parties or any employees, consultants or agents of any of the foregoing, in performing the activities under the Original Agreement, this Agreement, the Second A&R Collaboration Agreement, any Ancillary Agreement or the Transition & Amendment Agreement (including any Transition Ancillary Agreement and the performance of the Transition Development Activities, Joint Development Plan and Budget or Shared Territory Commercialization Plan and Budget (each, as defined in the Transition & Amendment Agreement)). For clarity, Galapagos Foreground Know-How shall exclude rights under any Galapagos Patents.”

“1.94 “Gilead Combination Product” means a pharmaceutical product containing the Licensed Compound in combination with […***…]. The term “in combination,” covers instances where the Licensed Compound and at least […***…].”

“1.97 “Gilead Foreground Know-How” means all Information conceived, discovered, developed or otherwise made solely by Gilead, optionally with its Affiliates or any Third Parties or any employees, consultants or agents of any of the foregoing, in performing the activities under the Original Agreement, this Agreement, the Second A&R Collaboration Agreement, any Ancillary Agreement or the Transition & Amendment Agreement (including any Transition Ancillary Agreement and the performance of the Transition Development Activities, Joint Development Plan and Budget or Shared Territory Commercialization Plan and Budget (each, as defined in the Transition & Amendment Agreement)). For clarity, Gilead Foreground Know-How shall exclude rights under any Gilead Foreground Patents and Gilead Combination Know-How.”

“1.120. “Joint Foreground Know-How” means, to the extent not Collaboration Know-How or Gilead Combination Know-How, all Information conceived, discovered, developed or otherwise made jointly by the Parties, optionally with their respective Affiliates, in performing the activities under the Original Agreement, this Agreement, the Second A&R Collaboration Agreement, any Ancillary Agreement or the Transition & Amendment Agreement (including any Transition Ancillary Agreement and the performance of the Transition Development Activities, Joint Development Plan and Budget or Shared Territory Commercialization Plan and Budget (each, as defined in the Transition & Amendment Agreement)). Joint Foreground Know-How shall exclude Collaboration Know-How, rights under any Joint Patents and Gilead Combination Know-How.”

“1.126. “Licensed Product(s)” means any product, other than a Gilead Combination Product or a Galapagos Combination Product, which product contains a Licensed Compound. Licensed Product includes all such products containing the same Licensed Compound, alone or in combination with one or more active pharmaceutical ingredients, in any and all finished forms, presentations, delivery systems, strength, dosages, and formulations. By the term in combination, it is intended to include where the Licensed Compound and the one or more active pharmaceutical ingredients are sold either as a fixed dose combination or with separate doses in a single package.”

“Original Agreement” means that certain License and Collaboration Agreement, dated December 16, 2015, entered into by the Parties.”

“Second A&R Collaboration Agreement” means that certain Second Amended and Restated License and Collaboration Agreement to be effective as of December 31, 2021, as the same may be amended or otherwise supplemented from time to time.”

“Transition & Amendment Agreement” means that certain Transition & Amendment Agreement, dated April 3, 2021, by and between the Parties.”

“(i) all Information conceived, discovered, developed or otherwise made in performing the activities under the Original Agreement, this Agreement, the Second A&R Collaboration Agreement, any Ancillary Agreement or the Transition & Amendment Agreement (including any Transition Ancillary Agreement and the performance of the Transition Development Activities, Joint Development Plan and Budget or Shared Territory Commercialization Plan and Budget (each, as defined in the Transition & Amendment Agreement)), whether solely by one Party or jointly by the Parties, in each case optionally with their Affiliates or any Third Parties or any employees, consultants or agents of any of the foregoing to the extent relating to a Gilead Combination Product (the “Gilead Combination Know-How”) and all Patents arising from such Gilead Combination Know-How (the “Gilead Combination Patents”) (collectively, “Gilead Combination Technology”).”

“Galapagos shall also solely own all right, title and interest in and to all Information conceived, discovered, developed or otherwise made in performing the activities under the Original Agreement, this Agreement, the Second A&R Collaboration Agreement, any Ancillary Agreement or the Transition & Amendment Agreement (including any Transition Ancillary Agreement and the performance of the Transition Development Activities, Joint Development Plan and Budget or Shared Territory Commercialization Plan and Budget (each, as defined in the Transition & Amendment Agreement)), whether solely by one Party or jointly by the Parties, in each case optionally with their Affiliates or any Third Parties or any employees, consultants or agents of any of the foregoing to the extent relating to a Galapagos Combination Product (the “Galapagos Combination Know-How”) and all Patents arising from such Galapagos Combination Know-How (the “Galapagos Combination Patents”) (collectively, “Galapagos Combination Technology”).”

ARTICLE 8

MANUFACTURE AND SUPPLY

The Parties will coordinate and plan for filing, and Galapagos will file, for any Manufacturing and Importation Authorization required for Galapagos to Manufacture the Licensed Products as contemplated hereby (the “MIA”) at such time as Galapagos reasonably determines is appropriate but in no event later than […***…]. Gilead will provide all records, documents and Information Controlled by Gilead or its Affiliate(s), and required or reasonably requested by Galapagos in order for Galapagos to prepare and submit such filing.

ARTICLE 9

COMMERCIALIZATION

For any Registered Country, from the Effective Date until the Commercial Handover for such Registered Country, any and all pricing strategy and other pricing decisions and determinations for the Licensed Product in such Registered Country shall be determined by Galapagos in its sole discretion, and after Galapagos has notified Gilead in writing thereof, Gilead shall implement such decisions and determinations, in each case, unless such decisions or determinations would conflict with Gilead’s MAH Legal Responsibilities. For clarity, Galapagos will be the party to enter into all Licensed Product sales contracts with customers in any Registered Country after the Commercial Handover for any Registered Country, and will continue to have sole discretion over pricing strategy and other pricing decisions and determinations for the Licensed Product in such Registered Country.

As promptly as reasonably practicable after the Effective Date (or, with respect to any Transferred Information created after the Effective Date, after such Transferred Information is created), Gilead shall deliver or provide access to the Transferred Information to Galapagos, or its Affiliate(s). For clarity, Gilead may retain copies of the Transferred Information. All Transferred Information that is solely related to the Galapagos Territory shall be deemed to be the Confidential Information of Galapagos as of the Effective Date and Galapagos shall be deemed to be the disclosing Party and Gilead the receiving Party with respect thereto. All Transferred Information that is not solely related to the Galapagos Territory shall be deemed to be the Confidential Information of both Parties as of the Effective Date and each Party shall be deemed to be both the disclosing Party and the receiving Party with respect thereto.

“[omitted.]”

“(a) Licensed Territory. Except as otherwise provided in the Transition & Amendment Agreement, Gilead shall be solely responsible for all Commercialization activities relating to the Licensed Products and Gilead Combination Products in the Licensed Territory. Gilead shall use Commercially Reasonable Efforts to Commercialize the first Licensed Product in each of the Major Markets in the Licensed Territory for each of the Target Indications. […***…].”

“(xii) (Sub)contracting. Notwithstanding anything in this Agreement to the contrary, except as otherwise provided in (and subject to the terms and conditions of) the Transition & Amendment Agreement, each Party may use (sub)contractors without the consent of the other Party for its Commercialization activities. Each Party may delegate its Commercialization obligations to an Affiliate.”

“5.7 Information and Materials to be Provided to Galapagos and Gilead.

(a) Upon Galapagos’ reasonable request from time to time, Gilead shall promptly deliver or provide access to Galapagos, or its Affiliate(s), to any Information or materials Controlled by Gilead that are related to the Commercialization, Market Access Activities or Medical Affairs activities of the Licensed Compound or Licensed Products and are necessary for or otherwise reasonably requested by Galapagos in order to exercise its rights or perform its obligations under this Agreement or the Transition & Amendment Agreement.

(b) Upon Gilead’s reasonable request from time to time, Galapagos shall promptly deliver or provide access to Gilead to any Information or materials Controlled by Galapagos that are related to the Commercialization, Market Access Activities or Medical Affairs activities of the Licensed Compound or Licensed Products and are necessary for or otherwise reasonably requested by Gilead in order to exercise its rights or perform its obligations under this Agreement or the Transition & Amendment Agreement.”

ARTICLE 10

TRANSFERRED TRADEMARKS AND INFORMATION TECHNOLOGY, LICENSES AND EXCLUSIVITY

in each case (clauses (i) through (iii)), to (1) Develop the Licensed Compound and Licensed Product worldwide for purposes of Exploitation in the Galapagos Territory, (2) Manufacture the Licensed Compound and Licensed Products worldwide for purposes of (x) Development under foregoing clause (1) and (y) Exploitation in the Galapagos Territory and (3) Exploit the Licensed Compound and Licensed Product in the Galapagos Territory; provided, however, that, without limiting any other disclaimers or expanding

any other representations or warranties made by Gilead under this Agreement or any other agreement, any […***…] are licensed and provided to Galapagos on an as-is basis, and Gilead makes no, and hereby expressly disclaims any, representation or warranty of any kind with respect thereto, whether express, implied, statutory or otherwise, including without limitation any warranty of title, merchantability, fitness for a particular purpose or non-infringement of Third Party intellectual property rights. Gilead will provide Galapagos with digital copies of the […***…] for Galapagos’ use.

“7.1 Licenses to Gilead. Subject to the terms and conditions of this Agreement, Galapagos hereby grants Gilead:

“7.2(a) Scope of Permissible Sublicensing

(i) Subject to Section 7.2(b), the licenses and rights of reference (and access) granted by Galapagos to Gilead under this Agreement or the Transition & Amendment Agreement may be sublicensed by Gilead through multiple tiers without any requirement of consent, provided that Gilead shall be liable for any act or omission of any such Sublicensee that is a breach of any of Gilead’s obligations under this Agreement as though the same were a breach by Gilead, and Galapagos shall have the right to proceed directly against Gilead with respect to such breach without any obligation to first proceed against such Sublicensee.

(ii) Subject to Section 7.2(b), the licenses and rights of reference (and access) granted by Gilead to Galapagos, or its Affiliates, under this Agreement or the Transition & Amendment Agreement (other than under Section 10.2(b)(i)(A) of the Transition & Amendment Agreement) may be sublicensed by Galapagos through multiple tiers without any requirement of consent, provided that Galapagos shall be liable for any act or omission of any such Sublicensee that is a breach of any of Galapagos’ obligations under this Agreement as though the same were a breach by Galapagos, and Gilead shall have the right to proceed directly against Galapagos with respect to such breach without any obligation to first proceed against such Sublicensee.”

“Any sublicenses granted under the licenses set forth in Section 7.1 of this Agreement or Section 10.2 of the Transition & Amendment Agreement shall be under a written sublicense agreement (each, a “Sublicense Agreement”). Gilead shall use reasonable efforts to provide that each Sublicense Agreement entered by Gilead requires the Sublicensee to provide the following to Galapagos if this Agreement terminates, and to Gilead if only such Sublicense Agreement terminates: (i) the assignment and transfer of ownership and possession of, or a right of reference to, all Regulatory Materials and Regulatory Approvals controlled by such Sublicensee with respect to any Licensed Product (which assignment or right of reference may also be provided directly to Gilead prior to any such termination), but solely to the extent such assignment and transfer, or right of reference, would be required of Gilead under Section 15.6, and (ii) the assignment of, or a freely sublicensable exclusive license to, all intellectual property (including Patents) controlled by such Sublicensee that covers or embodies a Licensed Product or its respective use, manufacture, sale, or importation and was conceived, discovered, developed or otherwise made by or on behalf of such Sublicensee during the exercise of its rights or fulfillment of its obligations pursuant to such Sublicense Agreement, but solely to the extent such assignment or exclusive license would be required of Gilead under Section 15.6(a). Galapagos shall use reasonable efforts to provide that each Sublicense Agreement entered by Galapagos requires the Sublicensee to provide the following to Galapagos if such Sublicense Agreement terminates: (x) the assignment and transfer of ownership and possession of, or a right of reference to, all Regulatory Materials and Regulatory Approvals controlled by such Sublicensee with respect to any Licensed Product (which assignment or right of

Clause (i) of Section 7.6(a) of the A&R Collaboration Agreement is hereby deleted in its entirety and replaced with the following:

“(i) (x) Gilead or its Affiliates may itself or with a Third Party conduct […***…], in all cases that are intended to support the Exploitation of Licensed Products or Gilead Combination Products, and (y) Galapagos or its Affiliates may itself or with a Third Party conduct […***…], in all cases that are intended to support the Exploitation of Licensed Products or Galapagos Combination Products;”.

ARTICLE 11

ADDITIONAL COVENANTS

ARTICLE 12

FINANCIALS

Such royalties shall be payable on a country-by-country basis until the end of the Royalty Term for such country. Such royalties shall be subject to step downs and adjustments for compulsory licenses equivalent to those in Sections 8.3(d) and 8.3(e) of the A&R Collaboration Agreement, mutatis mutandis.

The foregoing payments shall be non-refundable, non-creditable, and non-cancelable. Galapagos shall provide Gilead with an applicable invoice (x) for the payment described in clause (i) above, promptly after the Effective Date and (y) for the payment described in clause (ii) above, on or around […***…], and notwithstanding anything to the contrary in this Section 12.2(b) neither such payment shall be due until […***…] after Gilead’s receipt of the applicable invoice.

With respect to out-of-pocket costs and expenses incurred prior to the MA Transfer Completion Date for any Registered Country in connection with applying for Regulatory Approval with respect to Licensed Products in such Registered Country or transferring to Galapagos or the applicable Galapagos MAH the Marketing Authorization or Marketing Authorization application for such Registered Country, and, in each case, any related regulatory affairs activities (excluding any costs expressly set forth in this Agreement as being at one Party’s sole cost and expense), such costs and expenses shall be shared […***…] and Gilead shall be responsible for […***…] thereof and Galapagos shall be responsible for […***…] thereof. The foregoing costs, expenses and fees will be reported in the same manner as Development Costs and, for those shared […***…], will be included in the reconciliation, invoicing and payment made.

Except as expressly provided for in this Agreement, each Party shall be responsible for all costs and expenses it incurs in connection with the Transition.

Each Party and its Affiliates shall use all reasonable efforts to maintain complete and accurate records in sufficient detail to permit the other Party to confirm the accuracy of any amount to be paid, reimbursed, credited, offset or shared in accordance with the terms of this Agreement. Upon reasonable prior notice, such records shall be open during regular business hours for a period of three (3) years from the creation of individual records for examination at the auditing Party’s expense, and not more often than once each calendar year, by an independent certified public accountant selected by the auditing Party and reasonably acceptable to the audited Party or Affiliate for the sole purpose of verifying for the auditing Party the accuracy of the financial statements, reports or notices furnished by the audited Party or Affiliate pursuant to this Agreement or of any payments made, or required to be made, by or to the audited Party or Affiliate to the other pursuant to this Agreement. Any such auditor shall not disclose the audited Party’s or Affiliate’s Confidential Information to the auditing Party, but shall, instead, report that there was or was not a discrepancy uncovered by the audit and if such a discrepancy was uncovered, the amount and direction of it. Any amounts shown to be owed but unpaid, or overpaid and in need of reimbursement, shall be paid or refunded (as the case may be) within […***…] after the accountant’s report, plus interest (as set forth in Section 12.9) from the original due date (unless challenged in good faith by the audited Party, in which case any undisputed portion shall be paid in accordance with the foregoing timetable, any dispute with respect to such challenge shall be resolved in accordance with Section 16.6, any remaining disputed portion shall be paid within […***…] after resolution of the dispute, and interest shall not accrue with respect to the disputed portion during the period of time the dispute is being resolved). The auditing Party shall bear the full cost of such audit unless such audit reveals an overpayment to, or an underpayment by, the audited Party or Affiliate that resulted from a discrepancy in a report that the audited Party or Affiliate provided to the other Party during the applicable audit period, which underpayment or overpayment was more than […***…] of the amount set forth in such report, in which case the audited Party or Affiliate shall bear the full cost of such audit. Each Party, at the request of the other Party, shall make available to the other Party the results of any audit performed by the non-requesting Party on such non-requesting Party’s Sublicensees hereunder.

Notwithstanding Section 8.12 of the A&R Collaboration Agreement, where amounts in this Agreement are expressed in euros, payment should be made in euros.

If a Party does not receive payment of any sum due to it on or before the due date therefor, simple interest shall thereafter accrue on the sum due to such Party from the due date until the date of payment at a per-annum rate of […***…] above the prime rate as reported in The Wall Street Journal, Eastern Edition, or the maximum rate allowable by Applicable Law, whichever is less. Such accrued interest and the payment and acceptance thereof shall not negate or waive the right of the non-paying Party to any other remedy, legal or equitable, to which the non-paying Party may be entitled because of the delinquency of the payment.

All payments owed under this Agreement shall be made by wire transfer in immediately available funds to a bank and account designated in writing by Galapagos or Gilead (as applicable), unless otherwise specified in writing by such Party.

ARTICLE 13

REPRESENTATIONS AND WARRANTIES

Each Party hereby represents, warrants, and covenants (as applicable) to the other Party, as of the Effective Date, as follows:

As of the Effective Date, Gilead hereby makes the representations and warranties, and agrees to perform the covenants set forth below in this Section 13.2.

ARTICLE 14

INDEMNIFICATION

Section 11.1 (Indemnification by Galapagos) of the A&R Collaboration Agreement is hereby incorporated by reference into this Agreement, mutatis mutandis, as if references to “this Agreement and any Co-Commercialization Agreement” were to this Agreement or any Transition Ancillary Agreement; provided, however, that as incorporated by reference into this Agreement, Section 11.1(b) of the A&R Collaboration Agreement shall be deemed to read as follows:

“(b) (i) the Exploitation by or on behalf of Galapagos or its Affiliates, subcontractors, licensees or Sublicensees (excluding such conduct by or on behalf of Gilead, its Affiliates and Sublicensees as licensees or Sublicensees of Galapagos hereunder) of any Licensed Product or Licensed Compound excluding any Shared Development Damages (which shall be allocated as set forth in Section 11.7); or (ii) the exercise or use by or on behalf of Galapagos, its Affiliates, subcontractors, licensees, or Sublicensees (excluding such exercise by Gilead, its Affiliates, and Sublicensees as licensees and Sublicensees of Galapagos hereunder) of rights under any license or right of reference, or in or to any Regulatory Materials, Regulatory Approvals, Marks or other Information, in each case granted, transferred or made available by or on behalf of Gilead or any of its Affiliates to Galapagos under this Agreement or any Transition Ancillary Agreement, or (iii) any act or omission taken (or not taken) by Gilead or its Affiliates, subcontractors, licensees or Sublicensees at the express request or direction of Galapagos pursuant to Galapagos’ exercise of its General Direction hereunder.”

Section 11.2 (Indemnification by Gilead) of the A&R Collaboration Agreement is hereby incorporated by reference into this Agreement, mutatis mutandis, as if references to “this Agreement and any Operational Agreement” were to this Agreement or any Transition Ancillary Agreement; provided, however that as incorporated by reference into this Agreement, Section 11.2 is hereby amended by (i) adding, at the end of subsection (a), “and excluding any Shared Development Damages (which shall be allocated as set forth in Section 11.7),” (ii) deleting the word “or” after subsection (c), (iii) adding the word “or” after subsection (d) and (iv) inserting the following new subsection (e) immediately after subsection (d) that shall read as follows:

“(e) any act or omission taken (or not taken) by Galapagos or its Affiliates, subcontractors, licensees or Sublicensees at the express request or direction of Gilead based on Gilead’s MAH Legal Responsibilities.”

Except to the extent the A&R Collaboration Agreement or this Agreement expressly allocates liability to or sets forth an indemnification obligation of Galapagos or its Affiliate(s), Gilead shall defend, indemnify, and hold the Galapagos Indemnitees harmless from and against any and all Galapagos Damages, all to the extent resulting from Galapagos Claims against such Galapagos Indemnitee arising from or based on the ownership or operation of Transferred Assets prior to the effective date of transfer of such Transferred Assets to Galapagos under this Agreement or a Transition Ancillary Agreement.

Gilead shall also indemnify Galapagos as set forth in Sections 5.3, 5.4 and 6.1 in accordance with the procedures set forth in Section 14.3.

Section 11.3 (Indemnification Procedures) of the A&R Collaboration Agreement is hereby incorporated by reference into this Agreement, mutatis mutandis.

A new Section 11.7 (Shared Development Losses) is added to the A&R Collaboration Agreement as shown below:

“11.7 Shared Development Damages. The Parties shall share equally any Gilead Damages and Galapagos Damages incurred, respectively, by the Gilead Indemnitees and Galapagos Indemnitees (collectively, “Party Indemnitees”) to the extent resulting from Third Party Claims against any such Party Indemnitee that arise from or are based on the performance after the effective date of the Transition & Amendment Agreement of […***…] or the performance of activities under a Joint Development Plan and Budget, in each case to the extent not arising from or based on the events described in Sections 11.1(a) or 11.2(b), (c) or (d) (any such damages, “Shared Development Damages” and any such Third Party Claims, “Shared Development Claims”). If either Party receives notice of any Shared Development Claim, such Party shall inform the other Party in writing as soon as reasonably practicable, and the Parties shall discuss a strategy for defending such Shared Development Claim. This Section 11.7 is not intended, and shall not be construed, to alter either Party’s liability under Section 11.1 or Section 11.2 (as applicable) for any Claims that arise from or are based on any commercially sold Licensed Product. At its option, the Party against whose Party Indemnitees a Third Party raises a Shared Development Claim may assume the defense of any Shared Development Claim by giving written notice to the other Party within […***…] days after the notice of the Shared Development Claim. If such does not assume and conduct the defense of a Shared Development Claim as provided in the preceding sentence, then the other Party may defend against such Shared Development Claim. The non-defending Party may participate in and monitor such defense with counsel of its own choosing, subject to the defending Party’s right to assume and conduct the defense of the Shared Development Claim with counsel of its choice. Neither Party shall settle any Shared Development Claim without the prior written consent of the other Party, not to be unreasonably withheld, conditioned or delayed.”

Section 11.5 (Limitation of Liability) of the A&R Collaboration Agreement is hereby incorporated by reference into this Agreement, mutatis mutandis.

Section 11.6 (Insurance) of the A&R Collaboration Agreement is hereby incorporated by reference into this Agreement, mutatis mutandis.

ARTICLE 15

TERM OF AGREEMENT

The term of this Agreement shall commence on the Effective Date and shall continue in full force and effect until June 30, 2023.

“(i) At Will. Subject to Section 13.3(a)(ii), at any time after […***…].”

“(ii) For Safety-Related, Regulatory-Related Reasons. Gilead shall have the right to terminate this Agreement with respect to the Gilead Territory on a Licensed Product-by-Licensed Product, indication-by-indication, or country-by-country basis upon […***…] prior written notice to Galapagos if Gilead concludes, reasonably and in good faith, that […***…].”

The expiration of this Agreement shall not relieve either Party of any of its obligations to the extent such obligations were incurred prior to expiration or that are expressed to survive expiration. Notwithstanding anything to the contrary, the following provisions shall survive and apply after expiration for the period specified therein (or, if no period is specified therein, indefinitely): Sections 2.1 (clause (y) in the first paragraph only), 5.3(a), 5.3(b), 5.3(d), 5.4(b), 8.1(d) (clauses (i) and (ii) of the fifth sentence, and the sixth sentence, only), 10.2(a), 10.2(b)(i)(B) (solely as to clauses (2), (3) and (4) thereof), 10.2(b)(ii), 11.1(b), 11.1(c), 11.2(b), 11.5, 12.2(c)(iv) (provided, however, that if substantially similar terms are set forth in the Second A&R Collaboration Agreement, then Section 12.2(c)(iv) shall not survive and apply after expiration), 12.6 through 12.10 (for payments accruing before the expiration of this Agreement), 14.1, 14.2, 14.3, 14.5, 15.4, ARTICLE 16 (excluding Section 16.4), and any definitions of any applicable capitalized terms.

ARTICLE 16

MISCELLANEOUS

Sections 15.5 (No Strict Construction; Headings), 15.7 (Performance by Affiliates), 15.8 (Compliance with Applicable Law), 15.9 (Further Actions), 15.10 (Severability), 15.11 (No Waiver), 15.12 (Independent Contractors) and 15.13 (Counterparts) of the A&R Collaboration Agreement are hereby incorporated by reference into this Agreement, mutatis mutandis.

Both Parties shall be excused from the performance of their obligations under this Agreement to the extent that such performance is prevented or delayed by force majeure and the nonperforming Party promptly provides notice of the prevention to the other Party. Such excuse shall be continued so long as the condition constituting force majeure continues and the nonperforming Party takes reasonable efforts to remove the condition. For purposes of this Agreement, force majeure shall mean conditions beyond the control of the Parties, including an act of God, war, civil commotion, terrorist act, labor strike or lock-out, epidemics or other outbreaks of infectious disease or other public health crises, including COVID-19, failure or default of public utilities or common carriers, destruction of production facilities or materials by fire, earthquake, storm or like catastrophe, and failure of plant or machinery (provided that such failure could not have been prevented by the exercise of skill, diligence, and prudence that would be reasonably and ordinarily expected from a skilled and experienced person engaged in the same type of undertaking under the same or similar circumstances). Notwithstanding the foregoing, a Party shall not be excused from making payments owed hereunder because of a force majeure affecting such Party.

This Agreement, including the Schedules and Exhibits hereto, the A&R Collaboration Agreement, the Second A&R Collaboration Agreement, the Transition Ancillary Agreements and the Ancillary Agreements set forth the complete, final and exclusive agreement and all the covenants, promises, agreements, warranties, representations, conditions and understandings between the Parties hereto with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings between the Parties existing as of the Effective Date with respect to the subject matter hereof and thereof, including the Term Sheet, which is hereby superseded in its entirety and, from and after the Effective Date, of no further force or effect. There are no, and the Parties expressly disclaim any, covenants, promises, agreements, warranties, representations, conditions or understandings, either oral or written, between the Parties related to the subject matter hereof and thereof other than those, if any, as are expressly set forth herein and therein. No subsequent alteration, amendment, change or addition to this Agreement shall be binding upon the Parties unless reduced to writing and signed by an authorized officer of each Party. In the event of any inconsistency between any Schedules and Exhibits to this Agreement and this Agreement, the terms of this Agreement shall prevail. In the event of any inconsistency between the terms of this Agreement and the terms of any Ancillary Agreement or Transition Ancillary Agreement, the terms of this Agreement shall prevail (unless otherwise provided in the applicable Ancillary Agreement or Transition Ancillary Agreement).

“[omitted.]”

This Agreement shall be governed by and construed under the substantive laws of the State of New York, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction.

Any notice required or permitted to be given under this Agreement shall be in writing, shall specifically refer to this Agreement, and shall be addressed to the appropriate Party at the address or electronic mail specified below or such other address or electronic mail as may be specified by such Party in writing in accordance with this Section 16.8 and shall be deemed to have been given for all purposes (a) when received, if hand-delivered, sent by a reputable international expedited delivery service (with receipt confirmed) or facsimile (with transmission confirmed), (b) […***…] after mailing, if mailed by first class certified or registered mail, postage prepaid, return receipt requested or (c) when sent by electronic mail, upon confirmation of receipt by such recipient (which confirmation shall be deemed to include responses to such electronic mail). Any notice delivered by facsimile shall be confirmed by a hard copy delivered by a reputable international expedited delivery service as soon as practicable thereafter. This Section 16.8 is not intended to govern the day-to-day business communications necessary between the Parties in performing their obligations under the terms of this Agreement.

Address for Notice.

[SIGNATURE PAGE FOLLOWS.]

This Agreement is executed by the authorized representatives of the Parties as of the date first written above.

[Signature Page to Transition Agreement]

SCHEDULE 1

TARGET MA SUBMISSION DATES

[…***…]             […***…]

SCHEDULE 2

TRANSFERRED TRADEMARKS

[…***…(2 pages omitted)]

SCHEDULE 3

TUPE EMPLOYEES

[…***…(2 pages omitted)]

SCHEDULE 4

DOMAIN NAMES

[…***…]

SCHEDULE 5

EQUITY AWARDS GRANTED TO NEW GALAPAGOS EMPLOYEES

[…***…(2 pages omitted)]

EXHIBIT A

DEVELOPMENT PLAN AND BUDGET

[…***…(2 pages omitted)]

EXHIBIT B

AMENDED SHARED TERRITORY COMMERCIALIZATION PLAN AND BUDGET

[…***…(6 pages omitted)]

EXHIBIT C

TRADEMARK ASSIGNMENT AGREEMENT

[…***…(4 pages omitted)]

EXHIBIT D

TRANSITION PLAN

[…***…(97 pages omitted)]

EXHIBIT E

[INTENTIONALLY OMITTED]

EXHIBIT F

GILEAD PLANS FOR […***…] TUPE EMPLOYEES

[…***…]

EXHIBIT G

[…***…] BUSINESS TRANSFER AGREEMENT

[…***…(55 pages omitted)]

EXHIBIT H

COMMERCIAL HANDOVER

Commercial Handover means the following with respect to the applicable Registered Country:

[…***…]

Exhibit 99.4

Execution copy

Amendment 1 to the

Subscription Agreement of 14 July 2019

Relating to Ordinary Shares in Galapagos NV

This Amendment (hereinafter “Amendment 1”) is made on 7 April 2021 and shall enter into effect as per the same date (the “Amendment 1 Effective Date”)

Between:

and

and, for the purposes of Article 3 hereof, in the presence of:

Issuer and Investor are hereinafter individually referred to as “Party” and collectively as “Parties”.

Whereas:

Now, therefore, it is agreed as follows:

Unless otherwise specifically provided in this Amendment 1, capitalized terms shall have the meaning ascribed thereto in the Agreement.

Page 1 of 4

Execution copy

“6.2.3 After the expiry of the Lock-up Period, the Issuer shall, to the extent legally permitted, provide notice to the Investor as promptly as reasonably practicable in the event that the Issuer becomes aware that any person or entity is interested in purchasing or selling shares of the Issuer in a “block trade”.

The Parent Investor hereby agrees to comply with Article 6.2 of the Agreement, as amended by this Amendment 1.

The amendments contemplated by this Amendment 1 result from a unilateral commitment of the Investor, which commitment is enacted by this Amendment 1 and is hereby accepted by the Issuer.

Page 2 of 4

Execution copy

Page 3 of 4

Execution copy

In witness whereof, the Parties hereto have caused this Amendment 1 to be executed by their duly authorized representatives. This Amendment 1 shall be binding on the Parties even if it is only executed and exchanged by electronic means.

Page 4 of 4