Galapagos Nv Sample Contracts
AMENDED AND RESTATED DEPOSIT AGREEMENT by and among GALAPAGOS NV AND CITIBANK, N.A., as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of [DATE], 2015Deposit Agreement • April 30th, 2015 • Galapagos Nv • Pharmaceutical preparations • New York
AMENDED AND RESTATED DEPOSIT AGREEMENT, dated as of [DATE], 2015, by and among (i) GALAPAGOS NV, a company organized and existing under the laws of the Kingdom of Belgium, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America acting in its capacity as depositary, and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).
Standard Contracts
GALAPAGOS NV AND THE BANK OF NEW YORK As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS Deposit Agreement Dated as of March 6, 2008Deposit Agreement • March 7th, 2008 • Galapagos Nv • New York
DEPOSIT AGREEMENT dated as of March 6, 2008, among GALAPAGOS NV, incorporated under the laws of the Kingdom of Belgium (herein called the Company), THE BANK OF NEW YORK, a New York banking corporation (herein called the Depositary), and all Owners and Holders from time to time of American Depositary Shares issued hereunder.
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF...Separation Agreement • February 12th, 2025 • Galapagos Nv • Pharmaceutical preparations
COLLABORATION AGREEMENT between GALAPAGOS NV and ABBVIE S.À.R.L. Dated as of September 23, 2013Collaboration Agreement • May 5th, 2015 • Galapagos Nv • Pharmaceutical preparations • New York
This Collaboration Agreement (this “Agreement”) is made and entered into effect as of September 23, 2013 (the “Effective Date”) by and between Galapagos NV, a corporation organized under the laws of Belgium and having a principal place of business at Generaal de Wittelaan L11A3, 2800 Mechelen, Belgium (“Galapagos”), and AbbVie S.à.r.l., a corporation organized under the laws of Luxembourg and having a principal place of business at 26 Boulevard Royal; L-2449 Luxembourg (“AbbVie”). Galapagos and AbbVie are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
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. OPTION, LICENSE AND COLLABORATION AGREEMENT by and between Galapagos NV...Option, License and Collaboration Agreement • August 29th, 2019 • Galapagos Nv • Pharmaceutical preparations • New York
THIS OPTION, LICENSE AND COLLABORATION AGREEMENT (this “Agreement”) is entered into as of July 14, 2019 (the “Execution 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 having its principal place of business 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.” For purposes of this Agreement, the capitalized terms defined in Appendix A or in other provisions of this Agreement shall have the meanings provided in Appendix A or such other provisions.
July 14, 2019 SUBSCRIPTION AGREEMENT relating to ordinary shares in Galapagos NV between Galapagos NV as Issuer and Gilead Therapeutics A1 Unlimited Company as InvestorSubscription Agreement • August 29th, 2019 • Galapagos Nv • Pharmaceutical preparations • New York
On 14 July 2019, Galapagos NV (hereafter further referred to as the “Company”), entered into a Subscription Agreement (as defined below) with Gilead Therapeutics A1 Unlimited Company (hereafter further referred to as the “Investor”). The Investor is an indirect wholly-owned subsidiary of Gilead Sciences, Inc. (hereafter further referred to as the “Parent Investor”), a U.S. corporation listed on the NASDAQ Stock Market and a research-based biopharmaceutical company focused on the discovery, development, and commercialisation of innovative medicines. Simultaneously with the execution of the Subscription Agreement, the Company and the Parent Investor also entered into an Option, License and Collaboration Agreement (as defined below). Pursuant to the Option, License and Collaboration Agreement, the Company agreed to discover, research, and develop molecules and products, and Parent Investor agreed to have an option to participate in the development and commercialisation of molecules and pr
COLLABORATION AGREEMENT between GALAPAGOS NV and ABBOTT HOSPITALS LIMITED Dated as of February 28, 2012Collaboration Agreement • May 5th, 2015 • Galapagos Nv • Pharmaceutical preparations • New York
This Collaboration Agreement (the “Agreement”) is made and entered into effect as of February 28, 2012 (the “Effective Date”) by and between Galapagos NV, a corporation organized under the laws of Belgium and having a principal place of business at Generaal de Wittelaan L11A3, B2800 Mechelen, Belgium (“Galapagos”), and Abbott Hospitals Limited, a corporation organized under the laws of the Bahamas, whose registered office is at Sassoon House, Shirley Street & Victoria Avenue, PO Box SS-5383, Nassau, New Providence, Bahamas (“Abbott”). Galapagos and Abbott are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
2,575,107 American Depositary Shares Representing the Same Number of Ordinary Shares (No Par Value) GALAPAGOS NV UNDERWRITING AGREEMENTUnderwriting Agreement • September 14th, 2018 • Galapagos Nv • Pharmaceutical preparations • New York
OFFICE SPACE LEASE AGREEMENTOffice Space Lease Agreement • April 15th, 2015 • Galapagos Nv • Pharmaceutical preparations
INNOTECH N.V., with its registered office at the Generaal De Wittelaan 9(18), 2800 Mechelen, registered in the Commercial Register of Mechelen, no. 28.683, duly represented here by Mr. Bart Verhaeghe, Managing Director, hereinafter referred to as the Lessor,
DATED 13 MARCH 2014 PROJECT PENGUIN SALE & PURCHASE AGREEMENT BETWEEN CHARLES RIVER LABORATORIES HOLDINGS LIMITED CHARLES RIVER NEDERLAND B.V. GALAPAGOS N.V. AND GALAPAGOS B.V. CONTENTSSale & Purchase Agreement • February 6th, 2015 • Galapagos Nv • Pharmaceutical preparations • England and Wales
Addendum 14 to the Lease Agreement dated 6/30/99 and 2/21/2001, including addendaLease Agreement • March 23rd, 2018 • Galapagos Nv • Pharmaceutical preparations
Amendment 1 to the Subscription Agreement of 14 July 2019 Relating to Ordinary Shares in Galapagos NVSubscription Agreement • May 11th, 2021 • Galapagos Nv • Pharmaceutical preparations
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”)
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[…***…].” A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE U.S. SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION...Collaboration Agreement • June 1st, 2016 • Galapagos Nv • Pharmaceutical preparations • New York
This Amended and Restated Collaboration Agreement (this “Agreement”) is made and entered into effect as of April 28, 2016 (the “Restatement Date”) by and between Galapagos NV, a corporation organized under the laws of Belgium and having a principal place of business at Generaal de Wittelaan L11A3, 2800 Mechelen, Belgium (“Galapagos”), and AbbVie S.à.r.l., a corporation organized under the laws of Luxembourg and having a principal place of business at 26 Boulevard Royal; L-2449 Luxembourg (“AbbVie”). Galapagos and AbbVie are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
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. AMENDED AND RESTATED LICENSE AND COLLABORATION AGREEMENT BY AND BETWEEN...License and Collaboration Agreement • August 29th, 2019 • Galapagos Nv • Pharmaceutical preparations • New York
THIS AMENDED AND RESTATED LICENSE AND COLLABORATION AGREEMENT (the “Agreement”) is entered into and effective as of the Amendment Effective Date (as defined below) 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 BIOPHARMACEUTICS IRELAND UC, an unlimited liability company formed under the laws of Ireland with its registered address at 70 Sir John Rogerson’s Quay Dublin 2, Ireland (“Gilead”). Galapagos and Gilead are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
Addendum to the Lease Agreement Intervest Offices & Warehouses NV – Galapagos NVLease Agreement • March 27th, 2020 • Galapagos Nv • Pharmaceutical preparations
Intervest Offices & Warehouses NV, public regulated real estate company under Belgian law, with registered office at Uitbreidingstraat 66, 2600 Berchem, with company number 0458.623.918 (Register of Legal Entities Antwerp, Antwerp Department), herewith validly represented by two members of the executive committee, being Jean-Paul Sols, CEO and member of the executive committee and Inge Tas, CFO and member of the executive committee.
Addendum to the Lease Agreement Intervest Offices & Warehouses NV – Galapagos NVLease Agreement • March 25th, 2021 • Galapagos Nv • Pharmaceutical preparations
Intervest Offices & Warehouses NV, public regulated real estate company under Belgian law, with registered office at Uitbreidingstraat 66, 2600 Berchem, with company number 0458.623.918 (Register of Legal Entities Antwerp, Antwerp Department), herewith validly represented by two members of the executive committee, being Marco Hengst, CIO and Inge Tas, CFO.
LEASE AGREEMENT DATED 6/30/99 and 2/21/2001 plus AddendaLease Agreement • March 23rd, 2017 • Galapagos Nv • Pharmaceutical preparations
ContractDeposit Agreement • March 7th, 2008 • Galapagos Nv
Re: Deposit Agreement (the “Deposit Agreement”) substantially in the form of that filed as an exhibit to the Form F-6 Registration Statement filed with the Securities and Exchange Commission on [ ], 2008 by and among Galapagos NV, The Bank of New York, as Depositary, and the owners and holders of American Depositary Receipts.
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[…***…].” A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING...License and Collaboration Agreement • January 19th, 2016 • Galapagos Nv • Pharmaceutical preparations • New York
THIS LICENSE AND COLLABORATION AGREEMENT (the “Agreement”) is entered into as of December 16, 2015 (the “Execution Date”) by and among 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 BIOPHARMACEUTICS IRELAND UNLIMITED COMPANY, an unlimited liability company formed under the laws of Ireland, (“Gilead”). Galapagos and Gilead are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
Addendum to the Lease Agreement Intervest Offices & Warehouses NV – Galapagos NVLease Agreement • March 29th, 2019 • Galapagos Nv • Pharmaceutical preparations
Intervest Offices & Warehouses NV, Public Regulated Realty Company (OGW), with its registered office in 2600 Berchem (Antwerp), Uitbreidingstraat 66, registered in the Register of Legal Entities (Antwerp) under number 0458.623.918, and in this matter represented by two members of the Executive Committee, i.e. Jean-Paul Sols BVBA, CEO, represented in this matter by its permanent representative, Mr. Jean-Paul Sols and Mrs. Inge Tas, CFO.
Addendum to the Lease Agreement Intervest Offices & Warehouses NV – Galapagos NVLease Agreement • March 27th, 2020 • Galapagos Nv • Pharmaceutical preparations
Intervest Offices & Warehouses NV, public regulated real estate company under Belgian law, with registered office at Uitbreidingstraat 66, 2600 Berchem, with company number 0458.623.918 (Register of Legal Entities Antwerp, Antwerp Department), herewith validly represented by two members of the executive committee, being Jean-Paul Sols, CEO and member of the executive committee and Inge Tas, CFO and member of the executive committee.
Addendum to the Lease Agreement Intervest Offices & Warehouses NV – Galapagos NVLease Agreement • March 25th, 2021 • Galapagos Nv • Pharmaceutical preparations
Intervest Offices & Warehouses NV, public regulated real estate company under Belgian law, with registered office at Uitbreidingstraat 66, 2600 Berchem, with company number 0458.623.918 (Register of Legal Entities Antwerp, Antwerp Department), herewith validly represented by two members of the executive committee, being Marco Hengst, CIO and Inge Tas, CFO, and Marco Hengst, CIO.
ADDENDUM 23TO THE LEASE AGREEMENTdated 06/30/1999 and 02/21/2001 AND ADDENDALease Agreement • March 23rd, 2023 • Galapagos Nv • Pharmaceutical preparations
Intervest Offices & Warehouses NV, public regulated real estate company under Belgian law, with registered office located in 2600 Berchem, Uitbreidingstraat 66, with company number 0458.623.918 (Register of Legal Entities Antwerp, Antwerp Department), duly represented in this matter by two members of the executive committee, being Joël Gorsele, CIO, and member of the executive committee and Kevin De Greef, SGC, and member of the executive committee.
Addendum to the Lease Agreement Intervest Offices & Warehouses NV – Galapagos NVLease Agreement • March 25th, 2021 • Galapagos Nv • Pharmaceutical preparations
Intervest Offices & Warehouses NV, public regulated real estate company under Belgian law, with registered office at Uitbreidingstraat 66, 2600 Berchem, with company number 0458.623.918 (Register of Legal Entities Antwerp, Antwerp Department), herewith validly represented by two members of the executive committee, being “Gunther Gielen, CEO and member of the executive committee and/or Inge Tas, CFO and member of the executive committee, and/or Marco Hengst, CIO of the executive committee”.
Addendum 15 to the Lease Agreement dated 6/30/99 and 2/21/2001, including addenda Expansion of offices Mechelen Campus Tower – 8th FloorLease Agreement • March 23rd, 2018 • Galapagos Nv • Pharmaceutical preparations
Addendum to the Lease Agreement Intervest Offices & Warehouses NV - Galapagos NVLease Agreement • March 23rd, 2023 • Galapagos Nv • Pharmaceutical preparations
Intervest Offices & Warehouses NV, public regulated real estate company under Belgian law, with registered office located in 2600 Berchem, Uitbreidingstraat 66, with company number 0458.623.918 (Register of Legal Entities Antwerp, Antwerp Department), duly represented in this matter by two members of the executive committee, being Joël Gorsele, CIO, and member of the executive committee and Kevin De Greef, SGC, and member of the executive committee.
Addendum to the Lease Agreement Intervest Offices & Warehouses NV – Galapagos NVLease Agreement • March 29th, 2019 • Galapagos Nv • Pharmaceutical preparations
Intervest Offices & Warehouses NV, Public Regulated Realty Company (OGW), with its registered office in 2600 Berchem (Antwerp), Uitbreidingstraat 66, registered in the Register of Legal Entities (Antwerp) under number 0458.623.918, and in this matter represented by two members of the Executive Committee, i.e. Jean-Paul Sols BVBA, CEO, represented in this matter by its permanent representative, Mr. Jean-Paul Sols and Mrs. Inge Tas, CFO.
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...Transition & Amendment Agreement • May 11th, 2021 • Galapagos Nv • Pharmaceutical preparations • New York
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.”
AgreementManaging Director Agreement • April 15th, 2015 • Galapagos Nv • Pharmaceutical preparations
The limited liability company Galapagos Genomics NV, a company organized under the laws of Belgium, with registered office at Generaal De Wittelaan L11 A3, 2800 Mechelen,
●] Ordinary Shares and [●] American Depositary Shares Representing the Same Number of Ordinary Shares (No Par Value) GALAPAGOS NV UNDERWRITING AGREEMENTUnderwriting Agreement • April 30th, 2015 • Galapagos Nv • Pharmaceutical preparations • New York
