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Overview
We are a biotechnology company built to bring meaningful medicines to patients with serious diseases in therapeutic areas of unmet need. We combine world-class deal-making expertise with capital to identify, acquire, and advance promising opportunities that have the potential to drive value for patients and shareholders. Applying a modality-agnostic asset selection approach and operational flexibility, we prioritize oncology and I&I programs with clear clinical proof-of-concept in emerging areas.
In January 2025, in connection with an intended separation of our Company into two entities, in which we would spin out a newly to be formed company Spinco, we and Gilead entered into a separation agreement to restructure our existing relationship. Spinco would focus on building a pipeline of innovative medicines through transformational transactions. We also announced our plans to discontinue our small molecule discovery programs and seek potential partners to take over our small molecules’ assets. This led to a reduction of approximately 300 positions across the organization in Europe, representing 40% of our employees. This reorganization resulted in meaningful reductions in staff in Belgium and the closure of the site in France. If the separation had occurred, we would have continued to advance our global cell therapy leadership in addressing high unmet medical needs in oncology. Within the framework of this intended separation, we and Gilead agreed to amend the existing arrangements between us, as further described below.
In May 2025, following regulatory and market developments, we re-evaluated the proposed separation and determined to evaluate all strategic alternatives for the cell therapy business, with a focus on maximizing resources available for transformative business development transactions.
In October 2025, we announced our intention to wind down our cell therapy activities and pursue new transformational business development transactions using our available cash resources. This intention followed a comprehensive review of strategic alternatives, including a potential divestiture, conducted during 2025. Following completion of the works councils’ processes in Belgium and the Netherlands, we announced that the Board of Directors decided in January 2026 to initiate the wind-down of the cell therapy activities.
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As a result, all cell therapy activities will be wound down and approximately 365 employees across Europe, the U.S. and China will be impacted, and the sites in Leiden (the Netherlands), Basel (Switzerland), Princeton and Pittsburgh (U.S.), and Shanghai (China) will be closed. Our remaining organization will be repositioned for long-term growth through transformational business development, and will keep a dedicated presence at our headquarters in Mechelen, Belgium. We will continue to manage the non-cell therapy activities.
As of December 31, 2025, our clinical pipeline included 1) GLPG3667, a TYK2 inhibitor currently in Phase 2 clinical trial in DM and SLE; 2) GLPG5101, a CD19 CAR-T product candidate decentralized manufactured, currently in Phase 1/2 in R/RNHL; and 3) GLPG5301, a BCMA CAR-T product candidate decentralized manufactured, currently in Phase 1 in R/R MM. GLPG5101 and GLPG5301 are both cell therapy products, while GLPG3667 is a non-cell therapy product. In both our oncology and I&I portfolios, we had multiple product candidates in early research stages as of December 2025.
To date, we have funded our operations through public and private placements of equity securities, upfront payments, milestone payments, royalties received from pharmaceutical partners under our collaboration and alliance agreements, payments received from wholesalers and hospitals for Jyseleca sales, payments under our fee-for-service contracts, funding from governmental bodies, interest income as well as the net proceeds from the sale of our service division in 2014, the sale of our fee-for-service division in 2021 and the sale of our Jyseleca® business in 2024. From January 1, 2023 until December 31, 2025 we received €35.6 million in payments through our collaboration and alliance agreements, €167.3 million payments from gross sales to customers for Jyseleca in Europe, and €318.5 million in income from net interest. These are items which have a significant impact upon the profitability or cash flow of our business in each year in which they are received and earned. Fee-for-service payments and payments from governmental bodies contributed €0.5 million and €100.2 million, respectively. As of December 31, 2025, we had cash and cash equivalents of €87.9 million and financial investments of €2,910.2 million.
For the year ended December 31, 2023, we incurred a net profit of €211.7 million. For the year ended December 31, 2024, we incurred a net profit of €74.1 million. For the year ended December 31, 2025, we incurred a net profit of €320.9 million. We expect to continue incurring significant research, development, and other expenses related to our operations. Additionally, given the 2025 recognition of the full amount of the deferred revenue liability related to the OLCA, we expect to incur operating losses for the foreseeable future.
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Transfer of Assets and Financing Agreement with Onco3R Therapeutics BV
In April 2025, we and Onco3R Therapeutics (Onco3R) signed an agreement under which multiple small molecule immunology and oncology assets, including Phase 1-ready SIK3 inhibitor, have been sold to Onco3R. Under the terms of the agreement, we participated in Onco3R’s start-up capital via a convertible loan facility of €20 million, that was entered into in April 2025, which will convert during the next equity financing round.
Onco3R is obligated to use commercially reasonable efforts to develop and commercialize the SIK asset.
This convertible loan facility is measured at fair value through profit or loss. As per December 31, 2025, the only fair value change recognized is related to the capitalized interest.
In exchange for the transfer of these assets, we are entitled to additional contingent consideration. The contingent consideration is recognized as a financial asset recognized at fair value through profit or loss. On December 31, 2025, the fair value is valued by management at zero, based on the very-early stage of the transferred assets. The fair values are reviewed at each reporting date, and any changes are reflected in our consolidated income statements. An impairment was recorded for assets transferred to Onco3R Therapeutics (€1.7 million).
Transfer of the Jyseleca® Business to Alfasigma
On October 30, 2023, we signed a letter of intent contemplating a transfer of the Jyseleca® business to Alfasigma S.p.A. (Alfasigma). The final agreement was signed on December 30, 2023 and the transaction was closed on January 31, 2024. The transfer included the European and UK Marketing Authorizations, and the commercial, medical affairs and development activities for Jyseleca®. In connection with the completion of the transaction, approximately 400 of our employees in 14 European countries transferred to Alfasigma to support business continuity and ongoing patient access for the Jyseleca® business. We received a €50 million upfront payment in connection with the transfer, at closing of the transaction in 2024, and are entitled to receive potential milestone payments totaling €120 million and mid-single to mid-double-digit earn-outs on European sales. We contributed €15 million in 2024 and another €25 million in 2025 to Alfasigma for Jyseleca® related development activities. In addition, we streamlined our remaining operations and further built efficiencies, with a reduction of approximately 100 positions across the organization.
Effective January 31, 2024, following the closing of the transaction between us and Alfasigma S.p.A. to transfer the Jyseleca® business to Alfasigma S.p.A., we assigned our rights and obligations under the filgotinib collaboration to Alfasigma S.p.A., except for our right to receive royalties from Gilead on net sales in the Gilead Territory under a separate agreement that we entered into with Gilead in October 2023.
Collaboration and alliance agreements
We have entered into multiple collaboration agreements with pharmaceutical partners as summarized below. All U.S. dollar payment amounts which have been received in cash regarding our Gilead collaboration in this Item 5 are converted into euros as per historical exchange rates (i.e., the spot rate at the moment of the transaction).
OLCA with Gilead
In July 2019, we entered into the OLCA, a ten-year global R&D collaboration with Gilead. Through this agreement, Gilead gained exclusive access to our innovative portfolio of compounds, including molecules in clinical trials, our preclinical programs and a proven drug discovery platform.
Upon closing of the OLCA, we received an upfront payment of €3,569.8 million ($3.95 billion) and a €960.1 million ($1.1 billion) equity investment from Gilead. Under the terms of its equity investment, Gilead nominated two individuals to our Board of Directors.
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On the closing date of the transaction (August 23, 2019) we concluded that the upfront payment implicitly included a premium for the future issuance of Warrant A and initial and subsequent Warrant B. The expected value of the warrants to be issued is treated as a contract liability (“warrant issuance liability”) and reducing the transaction price until the approval date of the issuance of the underlying warrant. As from approval date, the allocation of the upfront payment to the respective warrant becomes fixed and future changes in the fair value of the respective warrant will be recognized as either a profit or loss. As such, the part of the upfront payment allocated to the Warrant A and initial Warrant B reflects the fair value of these financial liabilities at the warrant approval date (October 22, 2019). Initial Warrant B was not exercised before expiry date. Subsequent Warrant B was approved by the EGM of April 30, 2024. The value allocated to the subsequent Warrant B reflects the fair value of the underlying liability as of December 31, 2025.
On November 6, 2019, Gilead exercised Warrant A, which resulted in an additional equity investment of €368.0 million.
At the inception of the OLCA with Gilead, we identified the following three performance obligations: (i) the transfer of an extended license on ziritaxestat GLPG1690, (ii) the granting of exclusive access to our drug discovery platform (i.e., the IP, technology, expertise and capabilities) during the collaboration period and exclusive option rights on our current and future clinical programs after Phase 2 (or, in certain circumstances, the first Phase 3 study) outside Europe and (iii) an increased cost share from 20/80 to 50/50 for the global development activities of filgotinib, as a result of the revised license and collaboration agreement. As part of the collaboration, Gilead also received option rights for GLPG1972, a Phase 2b candidate for osteoarthritis, in the United States.
Please refer to the note 4 “Critical accounting judgments and key sources of estimation uncertainty” - of this annual report for further explanation of critical judgments in applying accounting policies.
From the transaction proceeds received from Gilead, $738.0 million (€667.0 million) was allocated to the license on GLPG1690, $710.0 million (€641.7 million) was allocated to increasing the cost share from 20/80 to 50/50 on the global development activities of filgotinib, and on December 31, 2019, $2,528.1 million (€2,284.7 million) was allocated to obtain exclusive access rights to our drug discovery platform. The amount allocated to the drug discovery platform also considered the additional effects on the transaction price from derivative financial instruments triggered by the share subscription agreement and the warrants granted to Gilead. We refer to the note 2 of this annual report titled “Summary of significant transactions” for the allocation of the transaction price received from Gilead.
In January 2025, in connection with an intended separation of our Company into two entities, in which we would spin out the newly to be formed SpinCo, we and Gilead entered into a separation agreement to restructure our existing relationship. Spinco would have focused on building a pipeline of innovative medicines through transformational transactions. We would have continued to advance our global cell therapy leadership in addressing high unmet medical needs in oncology.
Within the framework of this intended separation, we and Gilead agreed to assign the OLCA to the newly formed SpinCo as of the effective date of the separation. In connection with the separation, we would have been released from the collaboration and would have had full global development and commercialization rights to our pipeline, which would no longer be subject to Gilead’s opt-in rights under the OLCA, subject to payment of single digit royalties to Gilead on net sales of certain products, subject to customary reductions and adjustments. Gilead further agreed to waive its rights under the OLCA with respect to all of our and our affiliates’ small molecule R&D activities and programs.
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In May 2025, following regulatory and market developments, we re-evaluated the proposed separation and determined to evaluate all strategic alternatives for the cell therapy business. To facilitate this process, we and Gilead entered into a cell therapy royalty and waiver agreement in July 2025, pursuant to which Gilead agreed to waive its rights under the OLCA with respect to all of our cell therapy R&D activities and programs. As a result, our cell therapy business is no longer subject to Gilead’s opt-in rights under the OLCA, subject to payment of (i) a single digit percentage payment on revenues derived from the divestment of our cell therapy programs and (ii) single digit royalties to Gilead on net sales of certain products, in each case subject to customary reductions and adjustments. This waiver permits us to wind down, license, divest, partner, or take other similar actions in respect of the cell therapy programs without Gilead’s consent or veto. We ultimately determined not to pursue the proposed separation, and in January 2026, we initiated a wind-down of our cell therapy activities.
Terms of the collaboration
Under the OLCA, we would continue to lead and fund all discovery and development of our programs until the end of the relevant Phase 2 clinical trials. After the completion of a qualifying Phase 2 study (or, in certain circumstances, the first Phase 3 study), Gilead would have the option to acquire an exclusive license to that program in all countries outside Europe. If an option were exercised, Gilead and we would co-develop the compound and share costs equally. Gilead would maintain option rights to our programs through the ten-year term of the collaboration.
For all programs resulting from the collaboration (other than GLPG1972 and GLPG1690), Gilead would make a $150 million opt-in payment per program and would owe no subsequent milestones. We would receive tiered royalties ranging from 20 – 24% on net sales of all our products licensed by Gilead in countries outside Europe as part of the agreement. For GLPG1972, Gilead declined to exercise its option under the collaboration agreement in November 2020. In February 2021, the development of GLPG1690 (ziritaxestat) was discontinued.
In January 2025, within the framework of the intended separation, we and Gilead agreed to assign the OLCA to the newly formed SpinCo as of the effective date of the separation. In connection with the separation, we would have been released from the collaboration and would have had full global development and commercialization rights to our pipeline, which would no longer be subject to Gilead’s opt-in rights under the OLCA, subject to payment of single digit royalties to Gilead on net sales of certain products, subject to customary reductions and adjustments.
Gilead further agreed to waive its rights under the OLCA with respect to all of our and our affiliates’ small molecule R&D activities and programs. The collaboration is further described above in “Item 4 – Collaborations – OLCA with Gilead”.
Filgotinib collaboration
In accordance with the collaboration agreement, as revised in 2019, we and Gilead would co-commercialize filgotinib in France, Germany, Italy, Spain and the United Kingdom and retain a 50/50 profit share in these countries pursuant to the original filgotinib license agreement. We would also share future global development costs for filgotinib equally with Gilead until a predetermined level, in lieu of the 80/20 cost split provided by the original agreement.
In December 2020, we agreed under a binding term sheet to further amend the collaboration agreement between us and Gilead, and as a result of such amendment we have assumed all development, manufacturing, commercialization and certain other rights for filgotinib in Europe. Through a phased transition, we became the marketing authorization holder for Jyseleca in the European economic area and Great Britain, and we completed the transition by the end of 2022, leaving us with the sole right to commercialize filgotinib in Europe. Until December 31, 2021, we continued to share equally with Gilead in the net profit and net losses in each of the Netherlands, Belgium, Luxembourg, France, Germany, Italy, Spain and UK. All commercial activities and economics concerning filgotinib in Europe transferred to us as of January 1, 2022, subject to payment of tiered royalties of 8% to 15% of net sales in Europe to Gilead, starting in 2024. Gilead retains commercial rights and remains marketing authorization holder for filgotinib outside of Europe, including in Japan.
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Since January 1, 2021, we have been responsible for the development costs for certain studies concerning filgotinib, in lieu of the equal cost split contemplated by the previous agreement. These studies include the DARWIN3, FINCH4, FILOSOPHY, and Phase 4 studies and registries in RA, MANTA and MANTA-RAy, the PENGUIN1 and 2 and EQUATOR2 studies in PsA, the SEALION1 and 2 studies in AS, the HUMBOLDT study in uveitis in addition to other clinical and non-clinical expenses supporting these studies and support for any investigator sponsored trials in non-IBD conditions and non-clinical costs on all current trials. The existing 50/50 global development cost sharing arrangement between us and Gilead continues for the following studies: SELECTION and its long-term extension study (LTE) in UC, DIVERSITY and its LTE, DIVERGENCE 1 and 2 and their LTEs and support for Phase 4 studies and registries in Crohn’s disease, pediatric studies and their LTEs in RA, UC and Crohn’s disease, and support for investigator sponsored trials in IBD.
In September 2021, we and Gilead agreed to transfer the sponsorship of the DIVERSITY study and its LTE study from Gilead to us. The transfer was completed by March 2023. Since April 1, 2022, we are solely responsible for all development costs for the DIVERSITY study and the related LTE study.
In March 2022, we and Gilead agreed to transfer the sponsorship of and the operational responsibility for the MANTA study and its long-term extension to us. The transfer was completed by December 31, 2022.
In connection with our entry into the initial collaboration agreement with Gilead on filgotinib, we received in January 2016 an upfront payment of $725 million consisting of a one-time, non-refundable, non-creditable license fee in the amount of $300 million and a $425 million equity investment by Gilead. In November 2016, Gilead initiated a Phase 3 trial in CD, for which we received a $50.0 million (€45.7 million) payment. In December 2016, Gilead initiated a Phase 2 trial in UC for which we received a $10.0 million (€9.4 million) payment. In April 2017, we initiated a Phase 2 trial in psoriatic arthritis as a new indication, for which we received a $10.0 million (€9.4 million) payment. In May 2018, Gilead initiated a Phase 3 trial in UC for which we received $15.0 million (€12.4 million).
In connection with the revised agreement in July 2019, $710 million (€641.7 million) of upfront consideration received from Gilead was allocated to the extended cost sharing for development costs of filgotinib.
In December 2019, Gilead initiated a Phase 3 trial in psoriatic arthritis for which we received $10.0 million (€9.1 million). In December 2019, Gilead filed an NDA for filgotinib in the U.S. for which we received a $20 million payment in January 2020. In September 2020 filgotinib was approved by both the European and the Japanese authorities, for which we received a $105.0 million (€90.2 million) payment in October 2020. In connection with the December 2020 binding term sheet that we entered into with Gilead, pursuant to which we agreed to amend the existing arrangement for the commercialization and development of filgotinib, Gilead agreed to irrevocably pay us €160 million, subject to certain adjustments for higher than budgeted development costs. Gilead paid €35 million in January 2021, €75 million in April 2021 and €50 million in March 2022. In addition, we were no longer eligible to receive any future milestone payments relating to filgotinib in Europe.
Under the terms of the agreement of September 2021, in July 2022, Gilead made a one-time payment of $15 million to us.
In March 2022 filgotinib was approved by the Japanese authorities for UC, for which we received a $20.0 million (€18.2 million) payment in May 2022.
In October 2023, Gilead and we agreed to further amend the collaboration. Gilead and we agreed to terminate the existing 50/50 global development cost sharing arrangement, with us bearing the costs going forward, and to terminate our obligation to pay tiered royalties to Gilead on net sales of Jyseleca® in Europe, in addition to other amendments. Effective January 31, 2024, following the closing of the transaction between us and Alfasigma S.p.A. to transfer the Jyseleca® business to Alfasigma S.p.A., we assigned our rights and obligations under the filgotinib collaboration to Alfasigma S.p.A., except for our right to receive royalties from Gilead on net sales in the Gilead Territory under a separate agreement between Gilead and us entered into in October 2023.
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We remain eligible to receive tiered royalty percentages ranging from 20% to 30% on Gilead’s global net sales of filgotinib outside of Europe.
The collaboration is further described in “Item 4 – Collaborations - Exclusive collaboration agreement with Gilead for filgotinib”.
Terms of the equity investment
As part of the OLCA, Gilead also entered into a share subscription agreement with us. Gilead’s equity investment consisted of a subscription for our new Galapagos shares at a price of €140.59 per share, representing at July 14, 2019 a 20% premium to our 30-day, volume-weighted average price. This equity subscription took place at the close of the transaction; on August 23, 2019 and increased Gilead’s stake in us from approximately 12.3% to 22.04% of our then issued and outstanding shares.
In addition, the EGM held on October 22, 2019 approved the issuance of Warrant A and initial Warrant B allowing Gilead to further increase its ownership of us to up to 29.9% of our issued and outstanding shares.
On November 6, 2019 Gilead exercised Warrant A and increased its ownership in us to 25.10% of the then issued and outstanding shares.
The initial Warrant B had a term of five years and an exercise price per share equal to the greater of (i) 120% multiplied by the arithmetic mean of the 30-day daily volume weighted average trading price of our shares as traded on Euronext Brussels and Euronext Amsterdam, and (ii) EUR 140.59. Initial Warrant B was not exercised before expiry date.
Subsequent Warrant B was approved by the EGM of April 30, 2024. This warrant has substantially similar terms, including the exercise price, to the initial Warrant B. This subsequent Warrant B will expire five years after the date that the warrant is issued.
Gilead’s ownership amounted to 25.35% at December 31, 2025.
In January 2025, we and Gilead agreed to amend the share subscription agreement within the framework of the intended separation, whereby the amended share subscription agreement would be assigned to the newly formed SpinCo as of the effective date of the separation. In May 2025, following regulatory and market developments, we ultimately determined not to pursue the proposed separation, and in January 2026, we initiated a wind-down of our cell therapy activities.
The share subscription agreement and the intended separation are further described in “Item 7 B. – Related party transactions. The OLCA with Gilead is further described in “Item 4 B. Business overview – Collaborations”.
Distribution agreement for Jyseleca with Sobi
In October 2021, we signed an agreement (as amended from time to time) with Swedish Orphan Biovitrum AB (‘Sobi’) regarding the distribution of Jyseleca. Sobi acted as our distribution and commercialization partner of Jyseleca® and distributed the medicine in Central and Eastern Europe, Greece, Portugal, and the Baltic countries. Launches or first sales of Jyseleca® in the aforementioned countries triggered milestone payments. We recorded milestones of €2.0 million in 2022 and milestones of €2.0 million in 2023 triggered by the first sale of Jyseleca® in certain specific countries in Europe by Sobi.
Effective January 31, 2024, following the closing of the transaction between us and Alfasigma S.p.A. to transfer the Jyseleca® business to Alfasigma S.p.A., we assigned our rights and obligations under the Sobi agreement to Alfasigma S.p.A.
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Clinical collaboration agreement with Adaptimmune
On May 30, 2024, we entered into a clinical collaboration agreement with an option to exclusively license Adaptimmune’s next-generation TCR T-cell therapy (uza-cel) targeting MAGE-A4 for head and neck cancer and potential future solid tumor indications, using our decentralized cell manufacturing platform. Under the terms of the Collaboration and Exclusive License Agreement, we paid an upfront exclusivity payment of $70.0 million and $15.0 million in R&D funding to Adaptimmune at signing of the collaboration agreement on May 30, 2024. A further $15.0 million in R&D funding would follow subject to the start of dosing in the proof-of-concept trial. Adaptimmune was responsible for the clinical proof-of-concept trial in head & neck cancer and the supply of the vector for the manufacturing of uza-cel. We were responsible for the delivery of fresh uza-cel product for the head & neck cancer proof-of-concept trial using our innovative, decentralized cell therapy manufacturing platform.
On July 31, 2025, Adaptimmune assigned the Collaboration and Exclusive License Agreement, together with the ownership of the underlying assets, to USWM CT, LLC (“USWM”). Following our decision to initiate the wind-down of the cell therapy activities, we have notified USWM of our decision to terminate the Collaboration and Exclusive License Agreement and all ancillary agreements. This termination implies the loss of our option to the exclusive license granted under the Collaboration and Exclusive License Agreement. This termination will become effective as of 16 April 2026. All preparatory activities in respect of the proof-of-concept trial have been put to an immediate stop. As a consequence, the additional $15.0 million in R&D funding that would have been owed to USWM under the Collaboration and Exclusive License Agreement.
We capitalized the $70.0 million as an intangible asset and amortized it over the expected exclusivity period. The $15.0 million was recognized as a deferred expense and was gradually released in R&D expenses over the R&D period.
As a consequence of the announced wind-down of our cell therapy activities, we fully impaired the related intangible asset in our consolidated financial statement for the year ended December 31,2025, for an amount of €40.7 million, and fully released the remaining deferred expenses in R&D expenses.
Equity investment in Frontier Medicines
On January 31, 2024, we participated for $40.0 million in the Series C financing round of Frontier Medicines, a pioneer in oncology with a unique FrontierTM platform based on chemoproteomics, covalent chemistry and machine learning to unlock access to formerly "undruggable" cancer targets and a pipeline of potential best-in-class assets that fit with our precision oncology R&D approach. This equity instrument is presented on the line “Equity investments” in our statement of financial position and is measured at fair value through other comprehensive income. Per December 31, 2025 no fair value change was recognized except for the currency exchange rate impact.
Drug discovery collaboration transaction with NovAliX
Effective July 1, 2023, we entered into an integrated drug discovery collaboration with NovAliX, a drug-discovery focused Contract Research Organization based in Strasbourg, France. Under the terms of the agreement, our drug discovery and research activities conducted in Romainville, France, and our employees in Romainville, which were exclusively dedicated to the operation of these activities, were transferred to NovAliX who will assume all ongoing research and discovery activities in Romainville, and this for no consideration. In return, we were committed to utilizing the research capabilities and expertise of NovAliX through a five year-collaboration and within the context of the Company’s R&D portfolio, during which we were committed to purchase for a total of €73.8 million services from NovAliX. As a result of the strategic reorganization of our small molecule activities announced early January 2025, we terminated the majority of the Schedules of Work under our five-year collaboration agreement with NovAliX as of the end of March 2025. NovAlix initiated certain claims. In 2026, the parties entered into a settlement agreement, bringing all related discussions to a definitive close and fully and irrevocably terminating the collaboration. The agreed settlement amount was in line with the restructuring provision accounted for in our consolidated financial statements for the year ended December 31, 2025.
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Financial operations overview
Assets held for sale and discontinued operations
Where applicable and in accordance with IFRS 5, we presented discontinued operations in the consolidated income statements and in the notes to the consolidated financial statements to consider the impact of classifying the Jyseleca® business as discontinued operations.
Supply revenues
After completion of the sale of the Jyseleca® business we started to recognize sales of Jyseleca® inventories to Alfasigma as supply revenues, as part of our continuing operations. These supply revenues are recognized at a point in time when the control of inventory items transfers to Alfasigma.
Product net sales
Revenue on the sale of Jyseleca® is recorded as “Product net sales” in our consolidated income statement (presented as discontinued operations in this annual report).
Product net sales is the net amount of revenue recognized resulting from transferring control over our products to our customer (for example wholesalers and hospitals). Product sales revenue is recognized at a point in time when control of the goods has been transferred to the customer. This is generally when the goods are delivered to the customer depending on the specific incoterms in the contract with a customer.
The amount of revenue recognized is the amount allocated to the satisfied performance obligation taking into account variable consideration. The estimated amount of variable consideration is included in the transaction price only to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Variable consideration that is included in the transaction price is primarily composed of rebates, discounts, cash discounts and chargebacks granted to various customers that are part of commercial and governmental contractual arrangements or other reimbursement programs. Shelf stock adjustments are granted to some of our customers to cover the inventory held by them at the time of a price decrease becomes effective. A liability is recognized for expected rebates, cash discounts, chargebacks or other reimbursements payable directly or indirectly to customers in relation to sales made until the end of the reporting period.
The amount of variable consideration is estimated using several elements such as third-party market data, product pricing, the specific terms in the individual agreements, estimated inventory levels and the shelf life of our product. If actual results differ, these estimates will be adjusted.
Net sales are presented net of value added tax and other sales related taxes.
Collaboration Revenue
Collaboration revenues to date have consisted principally of milestones, license fees, non-refundable upfront fees and royalties received in connection with collaboration and license agreements.
The revenue recognition policy can be summarized as follows:
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We recognize revenue when our customer obtains control of promised goods or services, in an amount that reflects the consideration that we expect to receive in exchange for those goods or services. To determine revenue recognition for agreements that we determine are within the scope of IFRS 15, we perform the following five steps:
(i) identify the contract
In our agreements with customers, we are mainly transferring licenses on our IP and in some cases this is combined with access rights and/or providing R&D services and/or cost sharing mechanisms. In some cases our collaborations also include an equity subscription component. If this is the case, we analyze if the criteria to combine contracts, as set out by IFRS 15, are met.
(ii) identify the performance obligations in the contract
Depending on the type of the agreement, there can be one or more distinct performance obligations under IFRS 15. This is based on an assessment of whether the promises in an agreement are capable of being distinct and are distinct from the other promises to transfer goods and/or services in the context of the contract. For some of our agreements, we combine the transfer of the license with the performance of R&D activities because we consider that the license is not capable of being distinct and is not distinct in the context of the contract.
(iii) determine the transaction price
Collaboration and license agreements with our commercial partners for R&D activities generally include non-refundable upfront fees; milestone payments, the receipt of which is dependent upon the achievement of certain clinical, regulatory or commercial milestones; license fees, royalties on sales and sometimes reimbursement income or profits sharing arrangements.
a/ License fees or upfront payments
If the license to our intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, we recognize revenues from non-refundable upfront fees allocated to the license at the point in time the license is transferred to the customer and the customer has the right to use the license.
For licenses that are bundled with other promises, we utilize judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time. If over time, revenue is then recognized based on a pattern that best reflects the transfer of control of the service to the customer.
b/ Milestone payments other than sales based milestones
A milestone payment is only included in the transaction price to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved (which is generally only when the milestone is achieved). We estimate the amount to be included in the transaction price using the most likely amount method, where milestone payments are included in the transaction price upon achievement of the milestone event. The transaction price is then allocated to each performance obligation on a stand-alone selling price basis, for which we recognize revenue as or when the performance obligations under the contract are satisfied. At the end of each subsequent reporting period, we re-evaluate the probability of achievement of such milestones and any related constraint, and, if necessary, adjust our estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenue and earnings in the period of adjustment.
c/ Reimbursement income for R&D services
Collaboration and license agreements may include reimbursement or cost sharing for R&D services: such as outsourcing costs and payment for full-time equivalents at contractual rates. R&D services are performed and satisfied over time given that the customer simultaneously receives and consumes the benefits provided by us.
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Such costs reimbursements received are recognized in revenues when costs are incurred and agreed by the parties when we are acting as a principal in the scope of our stake of the R&D activities. If the later condition is not fulfilled, costs reimbursements are accounted for as a decrease of the related expenses.
d/ Sales based milestone payments and royalties
License and collaboration agreements include sales-based royalties, including commercial milestone payments based on the level of sales, and the license has been deemed to be the predominant item to which the royalties relate. Related revenue is recognized as the subsequent underlying sales occur.
(iv) allocate the transaction price to the performance obligations in the contract
We allocate the transaction price to each performance obligation identified in the contract based upon the stand-alone selling price. The stand-alone selling price of each performance obligation is estimated by using one of the following methods: adjusted market assessment approach, the expected cost plus a margin approach or the residual approach. If management assesses that there is only one single performance obligation, the entire transaction price would be allocated to this performance obligation.
(v) recognize revenue when (or as) the entity satisfies a performance obligation
Revenue is recognized when our customer obtains control of the goods and/or services foreseen in the contracts. The control can be transferred over time or at a point in time – which result in recognition of revenue over time and at a point in time.
In case of revenue recognition over time, we use an input model that considers estimates of the percentage of total R&D costs that are completed each period compared to the total estimated costs (percentage of completion method) to measure the progress of the satisfaction of the underlying performance obligation (which is the method applied for the filgotinib performance obligation). In other cases, depending on specific circumstances, we recognize revenue on a straight-line basis over the estimated term of the performance obligation (which is the method applied for the performance obligation related to our drug discovery platform).
Cost of sales
Our cost of sales includes primarily the purchase cost of the goods sold and transportation costs.
R&D expenditure
Expenses on R&D activities are recognized as an expense in the period in which the expense is incurred.
Our R&D expenditure consists of costs associated with our R&D activities such as:
● personnel costs associated with employing our team of R&D staff, including salaries, social security costs, share-based compensation expenses and severance costs related to restructuring;
● disposables and lab consumables used in the conduct of our in-house research programs;
● payments for research work conducted by sub-contractors and sponsorship of work by our network of academic collaborative research scientists;
● subcontracting costs paid to contracted research organizations, or CROs, for our preclinical studies or clinical trials, costs associated with safety studies as well as costs for contract termination;
● costs paid to our decentralized manufacturing units (DMUs) where our CAR-T cell therapies are being manufactured, including technology transfer fees, as well as disposables and consumables used in the conduct of our CAR-T clinical trials;
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● professional fees to support our R&D activities;
● consultants and advisory in support of our R&D activities;
● costs paid to our collaboration partners and reimbursements received from our collaboration partners in the scope of the cost sharing agreements of our collaborations;
● premises costs associated with our laboratory and office space to accommodate our teams;
● depreciation and impairment of fixed assets used to develop our product candidates; and
● other operating expenses, namely software and licenses, maintenance costs for equipment, travel costs, and office expenses.
Excluding the impact of future potential business development transactions, our R&D expenses are expected to decrease overall, driven by the reorganization as well as the discontinuation of our small molecule business and the wind-down of the cell therapy activities. Since 2023, we cumulatively have spent €1,246.2 million on R&D activities which can be split as follows between the key programs:
Year ended December 31,
2025 2024 2023
(Euro, in thousands) Cumulative 2023-2025
Filgotinib program € (11,708) € (8,152) € (190,177) € (210,037) 17%
SIKi program (12,772) (18,400) (18,900) (50,072) 4%
TYK2 program on GLPG3667 (36,744) (34,965) (31,289) (102,998) 8%
Cell therapy programs in oncology (295,610) (170,998) (82,218) (548,826) 44%
Other discovery programs (114,295) (111,096) (108,887) (334,278) 27%
Total R&D expenses € (471,129) € (343,611) € (431,471) € (1,246,211) 100%
Other programs comprise expenditure for other projects in research phase and other early stage development programs in oncology, inflammation and other indications.
The increase in our total R&D expenditure (before discontinued operations) for the year ended December 31, 2025, compared to the year before, was primarily due to cost increases for our cell therapy programs in oncology, and restructuring costs.
The decrease in our total R&D expenditure (before discontinued operations) for the year ended December 31, 2024, compared to the year before, was primarily due to reduced spend on the filgotinib development. This was partly offset by cost increases for our cell therapy programs in oncology, our TYK2 program in immunology and our other discovery programs.
Sales and marketing expenses
Sales and marketing (“S&M”) expenses primarily include costs associated with managing the commercial activities related to Jyseleca® in Europe, as well as expenses related to investments in strategic marketing in oncology.
Expenses on S&M activities are recognized as an expense in the period in which the expense is incurred.
Our sales and marketing expenses consists of costs associated with our commercial activities such as:
● personnel costs associated with employing our team of commercial and supply chain staff, including salaries, social security costs, share-based compensation expenses, and severance costs related to restructuring;
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● subcontracting costs related to contracted agencies for marketing campaigns and materials, business analytics, market research and promotional expenses;
● professional fees to support our commercial activities;
● impairment expenses and depreciation of fixed assets used by our commercial staff;
● other operating expenses, namely press and communication fees, operational taxes, costs of samples, travel and accommodation costs, and office expenses.
Our total sales and marketing expenses (before discontinued operations) decreased, as a consequence of the collection in 2025 of a previously recorded bad debt provision of €4.0 million in 2024 for a disputed invoice, and the transfer of our Jyseleca® activities to Alfasigma in the beginning of 2024.
General and administrative expenses
General and administrative expenses consist primarily of personnel costs, including salaries, benefits as well as severance costs, related to our executive, finance, human resources, business development, legal, intellectual property, and information technology support functions, as well as depreciation and impairment costs of fixed assets. Professional fees reported under general and administrative expenses mainly include legal fees, accounting fees, audit fees, and fees for taxation advisory and other consultancy costs. Other general and administrative operating expenses primarily encompass software and license costs, equipment maintenance and leasing costs, consultancy costs, insurance costs, Belgian tax on securities accounts, office expenses, and travel costs.
Our total general and administrative expenses (before discontinued operations) increased due to higher personnel expenses as a consequence of higher severance costs and accelerated cost recognition for subscription right plans, due to increased legal fees and increased impairment expenses. Our total general and administrative expenses are expected to decrease following the announced reorganization in 2026 related to the wind-down of the cell therapy activities.
Impairment of cell therapy activities
The acquisition of both CellPoint and AboundBio in 2022 resulted in the recording of goodwill as part of the accounting for the business combination. This goodwill was allocated the CAR-T/cell therapy cash generating unit (“CGU”), together with intangibles assets acquired as a result of this business combination and some (in)tangibles related to this CGU. During 2025, as the result of the announced intention to wind down our cell therapy activities (i.e., the CAR-T/cell therapy CGU), we performed an impairment analysis to review the recoverable amount of the CAR-T/cell therapy CGU associated assets. The intention to wind down followed a comprehensive strategic review process and will represent the optimal capital allocation pathway to support us for a stronger and sustainable future.
Our analysis resulted in the recording of an impairment loss of €228.1 million that is presented on the line “Impairment of cell therapy activities” in our consolidated income statements for the year ended December 31, 2025. We refer to note 2 for more information about the wind-down of the cell therapy activities.
Other operating income
Grants and R&D incentives
We benefit from various grants and R&D incentives from certain governmental agencies. These grants and R&D incentives generally aim to partly reimburse approved expenditures incurred in our R&D efforts and are credited to the income statement, under other operating income, when the relevant expenditure has been incurred and there is reasonable assurance that the grant or R&D incentive is receivable. The main grants and R&D incentives are as follows:
● Companies in Belgium are eligible to receive R&D incentives linked to R&D investments (equaling 25% of 20.5% of the investment value). This R&D tax credit results in a cash inflow to us from the tax authorities five years after the investment was made and capitalized in our standalone financial statements under Belgian GAAP for the portion that has not been used to offset the payment of corporate tax or is paid to us for the
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portion that remains unused. In 2023, we also received a grant from the National Institute for Health and Disability Insurance. This grant aims to incentivize innovative Belgian biotech companies who are performing R&D activities in order to identify new medicines. Finally, we also benefit from certain rebates on payroll withholding taxes for scientific personnel.
● In France, we had benefit from R&D incentives from the French Government until the year 2024 for R&D activities whereby 30% of qualifying R&D expenses can be recuperated. This research tax credit (crédit d’impôt recherche) results in a cash inflow to us from the tax authorities after three years, i.e., it is used to offset the payment of corporate tax or is paid to us for the portion that remains unused. Qualifying expenditures largely comprise employment costs for research staff, consumables, and certain overhead costs as well as capped outsourcing costs incurred as part of R&D projects.
Fair value adjustment of contingent consideration payable
The contingent consideration arrangement relating to the acquisition of CellPoint required us to pay the former owners of CellPoint additional considerations up to €100.0 million. This amount was due if certain sequential milestones were achieved: development milestone (€20.0 million), regulatory milestone (€30.0 million) and sales-based milestone (€50.0 million). Total fair value at acquisition date of these milestones amounted to €20.2 million.
The fair value measurement was based on significant inputs that were not observable in the market, which were classified as Level 3 inputs. Key assumptions in the valuation at December 31, 2024, included an appropriate discount rate, probability of success of reaching these milestones and expected timing of these milestones, in line with the timelines and probabilities used in our impairment test of the CAR-T business.
As a consequence of the wind-down of the cell therapy activities, the fair value of this contingent consideration payable was determined to be zero; the resulting gain on derecognition of the liability in 2025 was included in the line “Other operating income” in our income statements.
Fair value adjustments and net exchange differences
Fair value gains and losses on current financial investments consist of the interest on money market funds, the effect of the re-measurement at fair value of our money market funds, including the exchange differences on money market funds. These money market funds qualify for level 1 fair value measurement based upon the closing price of the investment at each reporting date.
In 2025, in the scope of the preparation of the intended separation of our Company, we made use of a currency exchange hedge, resulting in a gain of €22.7 million.
Foreign currency exchange gain and loss comprises the realized and unrealized effects from currency exchange rate fluctuations on our balance sheet positions denominated in foreign currency. For the year ended December 31, 2025, currency exchange losses were primarily due to currency exchange rate differences on our cash held in foreign currency, and primarily in U.S. dollars. On December 31, 2025, our cash and cash equivalents and financial investments included $2,159.0 million held in U.S. dollars, which could generate foreign currency exchange gain or loss in our financial results in accordance with the fluctuation of the EUR/U.S. dollar exchange rate as our functional currency is euros.
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Fair value re-measurement of warrants in 2023 referred to initial warrant B. As this initial warrant B was not yet exercised by Gilead per December 31, 2023, we re-measured the financial liability relating to this warrant on December 31, 2023 and recognized the resulting change in fair value between year-end 2022 and year-end 2023 in profit or loss. The recognized fair value gain of €0.02 million in 2023 was mainly the result of the change in the implied volatility of our share price and the evolution of our share price itself for this period. On December 31, 2023, the fair value of the financial liability related to the initial Warrant B amounted to nil. Initial Warrant B expired in 2024 and was never exercised. Subsequent Warrant B was approved by the EGM of April 30, 2024. This warrant has substantially similar terms, including the exercise price, as the initial Warrant B. On December 31, 2025, the value of the subsequent Warrant B amounted to €0.01 million.
The financial liability will be re-measured at fair value at each reporting period.
Fair value gain on financial assets held at fair value through profit or loss consisted in 2025 of interests on a convertible loan issued to a third party.
Other financial expense and financial income
Interest expense consists primarily of interest expense incurred on leases and on defined benefit obligations.
Interest income consists primarily of interest earned by investing our cash reserves in interest-bearing deposit accounts, notice accounts and in financial investments. Interest income decreased due to decreasing interest rates and a shift from investments in term deposits generating financial income to investments in money market funds generating fair value changes.
Other financial income and other financial expenses also include the discounting component of other non-current liabilities, being the deferred consideration and milestones payable related to the acquisition of subsidiaries.
Taxation
With the exception of the years ended December 31, 2019, 2023, 2024, and 2025, we have incurred significant operating losses since our inception and anticipate that we will continue to incur significant losses for the foreseeable future.
Consequently, we do not have any net deferred tax asset on the balance sheet as at December 31, 2025, except for a subsidiary working on a cost plus basis for which deferred tax assets were set up for an amount of €0.2 million as of December 31, 2025.
As a result of the business combination related to the acquisitions of CellPoint and AboundBio in 2022, we also recognized on acquisition date a net deferred tax liability of €23.3 million, consisting of deferred tax liabilities (€32.3 million) based upon the fair value of the acquired intangible assets less recognized deferred tax assets (€9.0 million). These net deferred tax liabilities were reversed in 2025 as we recorded an impairment on these intangible assets.
As a Company active in R&D in Belgium, we also expect to benefit from the “innovation income deduction” (“IID”) in Belgium. The IID regime allows net profits attributable to revenue from among others patented products (or products for which the patent application is pending) to be taxed at a lower effective tax rate than other revenues. The effective tax rate can thus be reduced up to 3.75%.
Operating segments
We are currently operating as a single operating segment.
Financial information related to our operational segment and geographic information is contained in “Note 6—Segment information” in our consolidated financial statements appended to this annual report.
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Risks
For further information regarding governmental economic, fiscal, monetary or political policies or factors that have materially affected, or could materially affect, directly or indirectly, our operations, please see the section of this annual report titled “Item 3.D.—Risk Factors.”
Critical accounting judgments and key sources of estimation uncertainty
We refer to “Note 4-Critical accounting judgments and key sources of estimation uncertainty” in our consolidated financial statements appended to this annual report.
New standards and interpretations applicable for the annual period beginning on January 1, 2024 and for the annual period beginning on January 1, 2025
We refer to “Note 3-Material accounting policies” in our consolidated financial statements appended to this annual report.
A. Operating results
Comparison of years ended December 31, 2025 and 2024
On January 8, 2025, we announced our intention to separate into two publicly traded entities and our plans to discontinue our small molecule discovery programs and seek potential partners to take over our small molecules’ assets. On May 13, 2025, a strategic update regarding the separation was issued. Following regulatory and market developments, our Board of Directors decided to re-evaluate the previously proposed separation and to explore all strategic alternatives for our cell therapy activities. During 2025 we incurred costs for this strategic reorganization related to the small molecules activities and intended separation, for €124.8 million. This is reflected in severance costs of €47.7 million, costs for early termination of collaborations of €46.1 million, impairment on fixed assets related to small molecules activities of €9.5 million, professional service costs of €14.8 million, €4.6 million additional accelerated non-cash cost recognition for subscription right plans related to good leavers and €2.1 million other operating expenses.
On October 21, 2025, we announced our intention to wind down our cell therapy activities. As the cell therapy activities associated assets’ recoverable amount was estimated lower than the assets’ carrying value, we recognized an impairment loss of €228.1 million. This resulted in a full impairment of both the associated goodwill and intangible assets and a partial impairment of property, plant and equipment. We also recorded severance costs of €33.3 million, €16.3 million costs for early termination of collaborations, professional service costs of €10.1 million, €1.5 million additional accelerated non-cash cost recognition for subscription right plans related to good leavers and €7.5 million other operating expenses. Conversely, we recognized a fair value adjustment on the contingent consideration payable to the former owners of CellPoint. This amount was due if certain sequential milestones were achieved. The fair value gain of €21.8 million (reducing the payable to nil) was recorded in the line “Other operating income” in the consolidated income statement. Total pre-tax effect of the wind-down thus added to €275.0 million.
Finally the net deferred tax liabilities initially calculated based on the fair value of the intangible assets identified from the acquisition of CellPoint and AboundBio, were reversed. This resulted in a deferred tax income effect of €19.3 million.
The revenue recognition related to the exclusive access rights granted to Gilead under the OLCA for our drug discovery platform amounted to €1,069.0 million in 2025, compared to €230.2 million in 2024. Based on the intention to wind down and on the facts and circumstances on December 31, 2025, it was assessed that the deferred income balance allocated to our drug discovery platform is no longer justified in our IFRS consolidated financial statements for the period ended December 31, 2025, leading to the full recognition of the deferred income per December 31, 2024, as revenue. For the avoidance of doubt, the OLCA remains in effect.
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The abbreviation n.m. in the column ‘% change’ refers to ‘not meaningful’.
The impact of inflation was not material during the year ended December 31, 2025.
The following table summarizes the results of our operations for the years ended December 31, 2025 and 2024, together with the changes to those items.
Year ended December 31,
2025 2024 % Change
(Euro, in thousands, except per share data)
Supply revenues € 29,924 € 34,863 (14%)
Collaboration revenues 1,082,324 240,786 349%
Total net revenues 1,112,248 275,649 304%
Cost of sales (29,736) (34,863) (15%)
Research and development expenses (459,421) (335,459) 37%
Sales and marketing expenses (6,100) (17,193) (65%)
General and administrative expenses (147,333) (117,245) 26%
Impairment of the cell therapy activities (228,112) — n.m.
Other operating income 53,493 40,773 31%
Operating profit/loss (-) 295,039 (188,338) (257%)
Fair value adjustments and net exchange differences (39,356) 95,795 (141%)
Other financial income 48,051 91,128 (47%)
Other financial expenses (2,863) (1,670) 71%
Profit/loss (-) before tax 300,871 (3,085) n.m.
Income taxes 18,621 1,803 933%
Net profit/loss (-) from continuing operations 319,492 (1,282) n.m.
Net profit from discontinued operations, net of tax 1,392 75,364 (98%)
Net profit € 320,884 € 74,082
Net profit attributable to:
Owners of the parent 320,884 74,082
Basic and diluted earnings per share € 4.87 € 1.12
Basic and diluted earnings/loss (-) per share from continuing operations € 4.85 € (0.02)
Results from Discontinued Operations
The transfer of our Jyseleca® business to Alfasigma in January 2024 has been determined to meet the criteria to be classified as discontinued operations in our financial statements for the years ended December 31, 2025 and 2024.
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The post-tax result from discontinued operations can be disaggregated in the following items:
Financial performance
Year ended December 31,
2025 2024 % Change
(Euro, in thousands, except share and per share data)
Product net sales € — € 11,475 (100%)
Collaboration revenues — 26,041 (100%)
Total net revenues — 37,516 (100%)
Cost of sales — (1,693) (100%)
Research and development expenses (11,708) (8,152) 44%
Sales and marketing expenses (932) (11,520) (92%)
General and administrative expenses (94) (1,087) (91%)
Other operating income 11,933 56,180 (79%)
Operating profit/loss (-) (801) 71,244 n.m.
Other financial income 2,676 4,230 (37%)
Other financial expenses — (12) (100%)
Profit before tax 1,875 75,462 (98%)
Income taxes (483) (98) 393%
Net profit € 1,392 € 75,364 (98%)
Basic and diluted earnings per share from discontinued operations € 0.02 € 1.14
Weighted average number of shares (in thousands of shares) 65,897 65,897
Weighted average number of shares - Diluted (in thousands of shares) 65,897 65,942
The sale of the Jyseleca® business to Alfasigma on January 31, 2024 led to the full recognition in revenue in 2024 of the remaining deferred income related to filgotinib (€26.0 million reported in collaboration revenues in 2024).
Beginning February 1, 2024, all economics linked to the sales of Jyseleca® in Europe, all filgotinib development expenses and all remaining G&A and S&M expenses relating to Jyseleca® were for the benefit of/recharged to Alfasigma. The R&D expenses in 2025 mainly related to the final settlement of disputed expenses with Alfasigma. Other operating income in 2025 consisted almost fully of a fair value adjustment of the contingent consideration receivable from Alfasigma as a consequence of an adjusted sales forecast.
Other operating income in 2024 included €52.5 million related to the gain on the sale of the Jyseleca® business to Alfasigma.
Other financial income contained discounting components on the contingent consideration receivable from Alfasigma.
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Results from our continuing operations
Collaboration revenues
Year ended December 31,
2025 2024 % Change
(Euro, in thousands)
Recognition of non-refundable upfront payments and license fees € 1,070,147 € 230,182 365%
Royalties 12,177 10,604 15%
Total collaboration revenues € 1,082,324 € 240,786 349%
We refer to note 2 “Summary of significant transactions” in our consolidated financial statements appended to this annual report for a general description of the OLCA with Gilead.
The following table summarizes details of collaboration revenues for the years ended December 31, 2025 and 2024 by collaboration and by category of revenue: upfront payments and license fees, and royalties.
Over time Point in time 2025 2024
(Euro, in (Euro, in
thousands) thousands)
Recognition of non-refundable upfront payments and license fees € 1,070,147 € 230,182
Gilead collaboration agreement for drug discovery platform Ö 1,068,967 230,182
Cartilla therapeutics GLPG1972 Ö 1,180
Royalties 12,177 10,604
Gilead royalties on Jyseleca Ö 12,177 10,604
Total collaboration revenues € 1,082,324 € 240,786
The revenue recognition related to the exclusive access rights granted to Gilead under the OLCA for our drug discovery platform amounted to €1,069.0 million in 2025, compared to €230.2 million in 2024. Following the OLCA amendments and the wind-down of the cell therapy activities, it was assessed that the deferred income balance allocated to our drug discovery platform is no longer justified in our IFRS consolidated financial statements for the year ended December 31, 2025, leading to the full recognition of the deferred income per December 31, 2024, as revenue. For the avoidance of doubt, the OLCA remains in effect.
We refer to note 4 “Critical accounting estimates and key sources of estimation uncertainty” in our consolidated financial statements appended to this annual report for more information.
For the year ended December 31, 2025 we also recognized in revenue €12.2 million of royalties from Gilead on filgotinib. The royalties on sales of Jyseleca® performed by Gilead in Japan were not reported as discontinued operations as we still have the right to receive those royalties on future sales made by Gilead and its commercialization partners (this right was not subject to transfer to Alfasigma as part of the transfer of the Jyseleca® business to them).
Cost of sales
Cost of sales related to the supply of Jyseleca® to Alfasigma under the transition agreement. The related revenues are reported in total net revenues, as supply revenues.
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R&D expenses
The following table summarizes our R&D expenses for the years ended December 31, 2025 and 2024, together with the changes to those items.
Year ended December 31,
2025 2024 % Change
(Euro, in thousands)
Personnel costs € (147,197) € (87,740) 68%
Subcontracting (232,906) (160,076) 45%
Disposables and lab fees and premises costs (10,812) (17,629) (39%)
Amortization, depreciation and impairment (42,371) (35,378) 20%
Professional fees (7,611) (15,949) (52%)
Other operating expenses (18,524) (18,687) (1%)
Total R&D expenses € (459,421) € (335,459) 37%
The variance in our R&D expenses in 2025 compared to 2024 was principally due to the following elements:
● An increase in personnel costs explained by higher severance expenses.
● An increase in subcontracting costs due to costs for early termination of collaboration programs, and higher costs following the evolution of our cell therapy programs in oncology.
● An increase in amortization, depreciation and impairment due to the impairment on fixed assets related to terminated small molecules programs.
The table below summarizes our R&D expenses for the years ended December 31, 2025 and 2024, broken down by program.
Year ended December 31,
2025 2024 % Change
(Euro, in thousands)
SIKi program (12,772) (18,400) (31%)
TYK2 program on GLPG3667 (36,744) (34,965) 5%
Cell therapy programs in oncology (295,610) (170,998) 73%
Other discovery programs (114,295) (111,096) 3%
Total R&D expenses € (459,421) € (335,459) 37%
The increase in our R&D expenses in 2025 was due to higher expenses in our cell therapy programs in oncology and the restructuring costs. Other programs comprise expenditure for other projects in the research phase and other early-stage development programs.
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Sales and marketing expenses
The following table summarizes our S&M expenses for the years ended December 31, 2025 and 2024, together with the changes to those items.
Year ended December 31,
2025 2024 % Change
(Euro, in thousands)
Personnel costs € (6,601) € (6,561) 1%
Amortization, depreciation and impairment 3,465 (4,475) n.m.
External outsourcing costs (1,392) (2,813) (51%)
Professional fees (62) (904) (93%)
Other operating expenses (1,510) (2,440) (38%)
Total sales and marketing expenses € (6,100) € (17,193) (65%)
Costs decreased by €11.1 million in 2025 explained by lower amortization, depreciation and impairment cost: in 2025, a collection of a previously recognized bad debt provision of €4.0 million in 2024 for a disputed invoice was recorded after reaching an agreement with the client.
General and administrative expenses
The following table summarizes our general and administrative expenses for the years ended December 31, 2025 and 2024, together with the changes to those items.
Year ended December 31,
2025 2024 % Change
(Euro, in thousands)
Personnel costs € (74,390) € (52,642) 41%
Amortization, depreciation and impairment (12,951) (8,697) 49%
Legal and professional fees (29,515) (33,960) (13%)
Other operating expenses (30,477) (21,946) 39%
Total general and administrative expenses € (147,333) € (117,245) 26%
The increase in our general and administrative expenses in 2025 was mainly explained by an increase in personnel expenses primarily due to increased severance costs, and an increase in amortization, depreciation and impairment due to the impairment on contract costs. These contract costs refer to the incremental costs to obtain the original OLCA, capitalized in 2019, and are impaired now in line with the derecognition of the contract liability (release of the deferred income). The increase in other operating expenses mainly related to professional service costs.
Impairment of the cell therapy activities
Impairment of the cell therapy activities is a result of our previously announced strategic alternatives process for the cell therapy activities whereby we assessed the cell therapy activities associated assets’ recoverable amount. Due to the decision to wind down these activities we fully impaired the associated goodwill (€69.4 million), the intangible assets related to the cell therapy activities (€131.7 million) and the tangible assets related to these activities (€26.7 million), leading to a total impairment charge of €228.1 million recorded in the year ended December 31, 2025
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Other operating income
The following table summarizes our other operating income for the years ended December 31, 2025 and 2024, together with the changes to those items.
Year ended December 31,
2025 2024 % Change
(Euro, in thousands)
Grant income € 57 € 2,035 (97%)
R&D incentives income 27,218 27,223 (0%)
Fair value adjustment contingent consideration payable 21,760 — n.m.
Other 4,458 11,515 (61%)
Total other operating income € 53,493 € 40,773 31%
The grant income in 2025 and 2024 was fully related to grants from a Flemish agency and the Belgian government. In many cases the grant agreements carry clauses which require us to maintain a presence in the same region for a number of years and invest according to pre-agreed budgets.
As a consequence of the wind-down of the cell therapy activities, the fair value of the contingent consideration payable related to the acquisition of CellPoint was derecognized. We refer to note 27 “Trade and other liabilities and other non-current liabilities” of this annual report for more information on the contingent consideration payable.
R&D incentives income can be split up as follows:
Year ended December 31,
2025 2024 % Change
(Euro, in thousands)
Income from innovation incentive system in France € — € 2,056 (100%)
Income from Belgian R&D incentives 13,610 16,943 (20%)
Tax rebates on payroll withholding taxes of R&D personnel (Belgium & the Netherlands) 13,608 8,224 65%
Total R&D incentives income € 27,218 € 27,223 (0%)
Other income decreased mainly due to lower rental income, and less recharges to Alfasigma.
Fair value adjustments and net currency exchange differences
The following table summarizes our fair value adjustments and net currency exchange differences for the years ended December 31, 2025 and 2024, together with the changes to those items.
Year ended December 31,
2025 2024 % Change
(Euro, in thousands)
Net unrealized currency exchange gain/loss (-) € (45,484) € 22,727 (300%)
Net realized currency exchange gain/loss (-) 474 (678) (170%)
Fair value re-measurement of warrants — 4 n.m.
Fair value gain on financial assets held at fair value 1,175 — n.m.
Gain from settlement of hedging instrument 22,745 — n.m.
Fair value gain/loss (-) on current financial investments (18,266) 73,742 (125%)
Total fair value adjustments and net currency exchange differences € (39,356) € 95,795 (141%)
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The net currency unrealized exchange loss of €45.5 million in 2025 primarily related to €44.8 million of unrealized exchange loss on cash and cash equivalents and current financial investments at amortized cost held in U.S. dollars, as compared to an unrealized net exchange gain in 2024 of €22.2 million on cash and cash equivalents and current financial investments at amortized cost held in U.S. dollar. We have cash, cash equivalents and current financial investments held in U.S. dollars, which could generate foreign currency exchange gain or loss in our financial results in accordance with the fluctuation of the EUR/U.S. dollar exchange rate as our functional currency is euros.
Fair value re-measurement of warrants refers to the fair value re-measurement of the Gilead subsequent warrant B in 2024. The fair value of the financial liability related to the Gilead subsequent warrant B of €5 thousand on December 31, 2025 was presented as part of trade and other liabilities in our consolidated statement of financial position and will be re-measured at each reporting period. We refer to note 2 “Summary of significant transactions” in our consolidated financial statements appended to this annual report for more information.
The fair value loss on the current financial investments reflects the exchange differences booked on the money market funds, the interest on the money market funds and the effect of the re-measurement at fair value of the money market funds on December 31, 2025. These re-measurement gains are mainly the result of the positive returns on the EUR denominated money market funds.
For more information on currency exchange fluctuations on our business, please see the section of this annual report titled “Item 11—Quantitative and qualitative disclosures about market risk—Foreign exchange risk.”
Other financial income and expense
The following table summarizes other financial income and expense for the years ended December 31, 2025 and 2024.
Year ended December 31,
2025 2024 % Change
(Euro, in thousands)
Other financial income:
Interest income € 46,339 € 89,378 (48%)
Discounting effect of non-current R&D incentives receivables 1,648 1,132 46%
Discounting effect of other non-current liabilities — 395 n.m.
Other finance income 64 223 (71%)
Total other financial income 48,051 91,128 (47%)
Other financial expenses:
Interest expenses (1,034) (911) 14%
Discounting effect of other non-current liabilities (1,183) — n.m.
Other finance charges (646) (759) (15%)
Total other financial expense € (2,863) € (1,670) 71%
Interest income was related to interests on treasury bills, term deposits and notice accounts. Interest income decreased due to decreased interest rates and a shift from investments in term deposits generating financial income to investments in money market funds generating fair value changes. Fair value gains and interest income derived from cash, cash equivalents and financial investments excluding any currency exchange results amounted to €103.0 million in 2025 (compared to €140.4 million in 2024).
Other financial income for 2024/other financial expenses for 2025 also comprise the discounting effect of other non-current liabilities as milestones payables related to the acquisition of subsidiaries.
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Interest expenses were mainly related to interests on leases of buildings and cars and to interests on defined benefit obligations.
Income Taxes
The following table summarizes our tax result for the years ended December 31, 2025 and 2024.
Year ended December 31,
2025 2024 % Change
(Euro, in thousands)
Current tax € (792) € (1,301) (39%)
Deferred tax 19,413 3,104 525%
Income taxes € 18,621 € 1,803 933%
Current tax, consisting of corporate income taxes, and deferred tax income/loss (-) related to subsidiaries working on a cost plus basis. The increase in deferred tax income in 2025 as compared to 2024 was primarily due to the reversal of the deferred tax liabilities linked to capitalized intangible assets related to the cell therapy activities, as we recorded an impairment on these intangible assets. We did not incur a current tax liability in 2025 because the profit of the year is fully absorbed by current year tax deductions.
We refer to note 11 “Income taxes” in our consolidated financial statements appended to this annual report.
Comparison of years ended December 31, 2024 and 2023
We refer to the “Item 5 - Operating and financial review and prospects - Financial operations overview” for the year ended December 31, 2024 for the comparison of the years ended December 31, 2024 and 2023.
B. Liquidity and capital resources
We have funded our operations through public and private placements of equity securities, upfront and milestone payments and royalties received from pharmaceutical partners under our collaboration agreements, payments under our fee-for-service contracts, funding from governmental bodies, interest income as well as the net proceeds from the sale of our service division, our fee-for-service division and our Jyseleca business. As from the year ended December 31, 2021, and until January 31, 2024, net product sales also contributed to funding our operations. Our cash flows may fluctuate and are difficult to forecast and will depend on many factors.
As at December 31, 2025, our financial investments and cash and cash equivalents amounted to €2,998.0 million.
The cash and cash equivalents and financial investments at December 31, 2025, included $2,159.0 million held in U.S. dollars ($726.9 million on December 31, 2024) which could generate foreign exchange gains or losses in the financial results in accordance with the fluctuation of the EUR/U.S. dollar exchange rate as our functional currency is EUR (translated at a rate of 1.175 €/$ at December 31, 2025).
Our financial risks are managed centrally. Our finance department coordinates the access to national and international financial markets and considers and manages continuously the financial risks concerning our activities. These relate to the following financial markets risks: credit risk, liquidity risk, currency risk and interest rate risk.
Management forecasts our liquidity requirements to ensure that we have sufficient cash to meet operational needs.
We refer to the note 35 “Financial risk management” in our consolidated financial statements appended to this annual report for more information.
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On January 8, 2025, we announced that we entered into a separation agreement with Gilead pursuant to which we intended to spin-off a portion of our current cash balance as well as our rights and obligations under certain agreements with Gilead into a newly incorporated entity, XYZ SpinCo NV (“SpinCo”) (the “Separation”).
On May 13, 2025, a strategic update regarding the Separation was issued. Following regulatory and market developments, our Board of Directors decided to re-evaluate the previously proposed separation and would explore all strategic alternatives for our cell therapy activities, with a focus on maximizing resources available for transformative business development transactions.
On October 21, 2025, we announced our intention to wind down our cell therapy activities, and following completion of the works council processes in Belgium and the Netherlands, we announced that the Board of Directors decided to initiate the wind-down in January 2026. As it relates to the wind-down of the cell therapy activities, we expect to incur an operational cash outflow of up to €50 million in the first quarter of 2026 as well as a one-time restructuring cash impact of €125 to €175 million in 2026. In addition, we anticipate cash costs of approximately €35 million to €40 million for final implementation of the restructuring announced in January 2025. Costs related to the ongoing TYK2 program, including completion of the Phase 2 clinical trials in DM and SLE, as well as ongoing support to advance the program toward Phase 3 development, are expected to be up to €40 million in 2026. We expect to be cash flow neutral to positive by the end of 2026, excluding any business development activities and currency fluctuations. We anticipate to have approximately €2.775 billion to €2.850 billion in cash, cash equivalents and financial investments at December 31, 2026, based on a constant EUR/USD exchange rate of 1.175 €/$ at December 31, 2025.
For more information on our policies regarding financial instruments, please see “Note 3—Material accounting policies—Financial instruments” included in our consolidated financial statements appended to this annual report.
Cash flows
The working capital is sufficient for our present requirements.
Comparison for the years ended December 31, 2025 and 2024
The following table summarizes the results of our audited consolidated statement of cash flows for the years ended December 31, 2025 and 2024.
2025 2024 Variance
(Euro, in thousands)
Cash and cash equivalents at beginning of the period € 64,239 € 166,810 € (102,571)
Net cash flows used in operating activities (257,456) (320,026) 62,570
Net cash flows generated from investing activities 288,814 220,597 68,217
Net cash flows used in financing activities (3,273) (4,924) 1,651
Effect of exchange rate differences on cash and cash equivalents (4,456) 1,782 (6,238)
Cash and cash equivalents at end of the period € 87,868 € 64,239 € 23,629
2025 2024 Variance
(Euro, in thousands)
Financial investments at end of the period € 2,910,180 € 3,253,516 € (343,336)
Cash and cash equivalents at end of the period 87,868 64,239 23,629
Financial investments and cash and cash equivalents at end of the period € 2,998,048 € 3,317,755 € (319,707)
The net increase of €23.6 million in cash and cash equivalents for the year ended December 31, 2025, consisted of negative unrealized exchange differences of €4.5 million and increase in cash and cash equivalents of €28.1 million. This latter was composed of (i) €189.1 million of operational cash burn, (ii) the net sale of financial investments of €219.6 million, (iii) €17.6 million cash in from the disposal/acquisition of subsidiaries, and (iv) €20.0 million convertible loan issued to a third party.
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The operational cash burn/cash flow is defined as the decrease or increase in our cash and cash equivalents (excluding the effect of exchange rate differences on cash and cash equivalents), minus:
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 acquisition of financial assets held at fair value, the movement in restricted cash and movement in financial investments, if any, the loan and advances given to third parties, if any, included in the net cash flows generated from/used in (-) investing activities
iii. the cash used for other liabilities related to the acquisition or disposal of businesses, if any, included in the net cash flow generated from/used in (-) operating activities.
This alternative liquidity measure is in our view an important metric for a biotech company in the development stage.
The following table presents a reconciliation of the operational cash burn, to the closest IFRS measures, for each of the periods indicated:
2025 2024
(Euro, in thousands)
Increase/decrease (-) in cash and cash equivalents (excluding effect of exchange differences) € 28,085 € (104,353)
Less:
Convertible loan issued to third party 20,000 —
Net sale of financial investments (219,587) (319,035)
Acquisition of financial assets held at fair value — 36,880
Cash in (-)/cash out from the disposal of subsidiaries, net of cash disposed of (19,431) 8,949
Cash used for other liabilities related to the acquisition of subsidiaries 1,792 —
Cash used for other liabilities related to the disposal of subsidiaries — 3,598
Total operational cash burn € (189,141) € (373,961)
The net cash flow used in operating activities for the year ended December 31, 2025 decreased by €62.6 million as compared to the year ended December 31, 2024, mainly caused by a higher decrease of receivables, partly offset by a lower interest received.
The increase in net cash flow generated from investing activities for the year ended December 31, 2025 as compared to the year ended December 31, 2024, of €68.2 million, can be primarily explained by the net sale of current financial investments of €219.6 million for the year ended December 31, 2025 as compared to the net sale of current financial investments of €319.0 million for the year ended December 31, 2024. For the year ended December 31, 2025 investment income received related to financial investments amounted to €60.4 million as opposed to €29.5 million investment income received related to financial investments for the year ended December 31, 2024. Conversely, we also reported lower investments in (in)tangible fixed assets, which decreased from €82.1 million for the year ended December 31, 2024 to €13.9 million for the year ended December 31, 2025, and lower investments in financial assets held at fair value through other comprehensive income, which decreased from €36.9 million for the year ended December 31, 2024, to nil for the year ended December 31, 2025. In the year ended December 31, 2025, we invested in a convertible loan issued to a third party for an amount of €20.0 million, and received proceeds from the settlement of a hedging instrument of €22.7 million. Cash in/out from the disposal of subsidiaries increased from a cash out of €8.9 million for the year ended December 31, 2024, to a cash in of €19.4 million for the year ended December 31, 2025.
The decrease in net cash flow used in financing activities for the year ended December 31, 2025, can primarily be attributed to lower payments of lease liabilities, which were for the years ended December 31, 2025 and 2024 respectively €3.3 million and €4.9 million.
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The consolidated cash flow table above included both continuing and discontinued operations. The table below summarizes our statement of cash flows from discontinued operations included in the consolidated cash flow table for the years ended December 31, 2025 and 2024.
2025 2024 Variance
(Euro, in thousands)
Net cash flow used in operating activities € (851) € (36,367) € 35,516
Net cash flow generated from/used in (-) investing activities 7,238 (8,949) 16,187
Net cash flow used in financing activities — — —
Net cash flow generated from/used in (-) discontinued operations € 6,387 € (45,316) € 51,703
Comparison for the years ended December 31, 2024 and 2023
We refer to the “Item 5 - Operating and financial review and prospects - Financial operations overview” of our year ended December 31, 2024 Form 20-F for the comparison of the years ended December 31, 2024 and 2023.
Cash and funding sources
For the years ended December 31, 2025, 2024 and 2023, excluding cash proceeds from subscription right exercises, we did not make use of other equity financing.
As of December 31, 2025, we had no financial debt.
Our ongoing financial commitments are listed in the section of this annual report titled “Item 5.—Contractual obligations and commitments” and mainly consist of purchase commitments.
Payment of dividends by subsidiaries
The amount of dividends payable by our subsidiaries to us is subject to, among other restrictions, general limitations imposed by the corporate laws, capital transfer restrictions and exchange control restrictions of the respective jurisdictions where those subsidiaries are organized and operate.
Of our financial investments and cash and cash equivalents held outside of our Belgian entities as of December 31, 2025 and 2024, the amount of cash that would have been subject to withholding taxes if transferred to us by way of dividends and the amount of cash that could not have been transferred by law was in each case immaterial.
Funding requirements
Based on conservative assumptions, that may prove to be wrong, we believe that our existing financial investments and cash and cash equivalents will enable us to fund our operating expenses and capital expenditure requirements at least for a period of 12 months.
Our present and future funding requirements will depend on many factors, including, among other things:
● the terms and timing of milestones, in-licensing payments and expense reimbursement payments, if any, from our collaboration and alliance agreements;
● the progress, timing, scope and costs of preclinical testing and clinical trials for any current or future compounds;
● the number and characteristics of potential new compounds we identify and decide to develop;
● our need to expand our development activities and, potentially, our research activities;
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● the costs involved in filing patent applications and maintaining and enforcing patents;
● the cost, timing and outcomes of regulatory approvals;
● selling and marketing activities undertaken in connection with the commercialization of our products or anticipated commercialization of any of our current or future compounds; and
● the amount of revenues, if any, we may derive either directly or in the form of royalty payments from future sales of our products.
We may raise additional capital through the sale of equity or convertible debt securities. In such an event, ownership interest may be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect rights as a holder of the ADSs or our ordinary shares.
For more information as to the risks associated with our future funding needs, see the section of this annual report titled “Item 3.D.—Risk Factors—Risks Related to Our Financial Position and Need for Additional Capital”.
Capital expenditures
Our commitments for capital expenditures as of December 31, 2025 amounted to €0.2 million.
Our capital expenditures amounted to €13.9 million, €82.1 million and €19.3 million for the years ended December 31, 2025, 2024 and 2023, respectively.
In 2025, our capital expenditures consisted of €2.6 million for land and building additions, laboratory and computer and other equipment for €11.1 million, and software development for €0.2 million.
In 2024, our capital expenditures consisted of €7.0 million for land and building additions, laboratory and computer and other equipment for €9.7 million, €65.4 million of intangible assets related to upfront exclusivity payments (€64.7 million), and software development (€0.7 million).
In 2023, our capital expenditures consisted of €6.8 million for land and building additions, laboratory and computer and other equipment for €11.9 million, €0.6 million of intangible assets related to software development.
Off-balance sheet arrangements
During the periods presented, we did not and do not currently have any off-balance sheet arrangements as defined under SEC rules, such as relationships with unconsolidated entities or financial partnerships, which are often referred to as structured finance or special purpose entities, established for the purpose of facilitating financing transactions that are not required to be reflected on our balance sheets.
Contractual obligations and commitments
We have certain purchase commitments with contract research organization subcontractors and with Gilead principally. Future events could cause actual payments to differ from these estimates. On December 31, 2025, we had outstanding obligations for purchase commitments, which become due as follows:
Total Less than 1 year 1 - 3 years 3 - 5 years More than 5 years
(Euro, in thousands)
Purchase commitments € 91,344 € 75,845 € 13,858 € 1,556 € 85
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On December 31, 2024, we had outstanding obligations for purchase commitments, which become due as follows:
Total Less than 1 year 1 - 3 years 3 - 5 years More than 5 years
(Euro, in thousands)
Purchase commitments € 272,240 € 189,662 70,323 10,962 1,293
Our purchase commitments at the end of the year 2025 were adjusted considering the wind-down of the cell therapy activities and included €61.7 million related to projects in development phase (2024: €160.9 million), €2.5 million for projects in discovery research phase (2024: €60.9 million), €25.2 million for shared services (2024: €46.0 million), €0.4 million for commercial and medical affairs (2024: €1.7 million), and €1.6 million related to product supply chain (2024: €2.6 million).
We expect that our purchase commitments will be further adjusted in the course of 2026 as we will advance with the implementation of the wind-down.
C. R&D, patents and licenses, etc
For a discussion of our R&D activities, see “Item 4.B.—Business Overview” and “Item 5.A.—Operating Results.”
D. Trend information
Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the period from January 1, 2025 to December 31, 2025 that are reasonably likely to have a material adverse effect on our net revenues, income, profitability, liquidity or capital resources, or that caused the disclosed financial information to be not necessarily indicative of future operating results or financial conditions. For a discussion of trends, see “Item 4.B.—Business overview,” “Item 5.A.—Operating results,” and “Item 5.B.—Liquidity and capital resources.”
E. Critical Accounting Estimates
We refer to “Note 4 - Critical accounting judgments and key sources of estimation uncertainty” in our consolidated financial statements appended to this annual report.