29. Related parties
Relationship and transactions with entities with (joint) control of, or significant influence over, Galapagos
Gilead
Gilead is exercising significant influence over Galapagos as from the equity subscription on 23 August 2019. As a result of the equity subscription we received a transparency notification from Gilead on 28 August 2019 confirming they held 22.04% of the then issued and outstanding shares of Galapagos. The presumption of significant influence is also confirmed by the fact that Gilead has the right, for as long as it holds more than 20% of Galapagos’ share capital, to appoint two Investor Board Designees to Galapagos’ board of directors.
The following balances are outstanding at the end of the reporting period in relation to Gilead:
|
31 December |
|---|---|
(thousands of €) |
2019 |
Trade and other receivables |
31,645 |
Trade and other payables |
39,100 |
The trade and other receivables balances mainly relate to €13.4 million cost reimbursement for GLPG1690 and €18.2 million relating to the development milestone payment triggered by the NDA submission in December 2019. The outstanding liabilities mainly relate to the cross charges relating to the development of filgotinib in the fourth quarter of 2019 (€30.9 million) and €8.2 million related to sales and marketing expenses.
On 14 July 2019, we entered into a 10-year global research and development collaboration with Gilead. In connection with our entry into the option, license and collaboration agreement, we received an upfront payment of $3.95 billion (€3.6 billion) and a €960 million ($1.1 billion) equity investment from Gilead (see note 20). In connection with this share subscription agreement, we recognized a deferred income and an offsetting current financial asset (derivative) of €85.6 million upon signing of the share subscription agreement with Gilead as required under IFRS 9. The deferred income has been added to the transaction price at inception of the agreement. In connection with entering into the option, license and collaboration agreement in July 2019, we also amended certain terms of our existing agreement with Gilead governing filgotinib.
In addition, the extraordinary general meeting of shareholders of 22 October 2019 approved the issuance of warrant A and initial warrant B to Gilead allowing them to further increase its ownership of Galapagos to up to 29.9% of the company’s issued and outstanding shares. Subsequent warrant B is still subject to approval by an extraordinary general meeting of shareholders. This extraordinary general meeting of shareholders shall take place between 57 and 59 months of the closing of the subscription agreement and this warrant will have substantially similar terms, including as to exercise price, to the initial warrant B. On 6 November 2019 Gilead exercised warrant A, which resulted in an additional equity investment of €368.0 million. By exercising warrant A Gilead increased its ownership in Galapagos to 25.10% of the then outstanding shares. Gilead further increased its ownership to 25.84% at 31 December 2019.
This has resulted in a total transaction price of €3,655 million that has been allocated to the three performance obligations and the warrant issuance liabilities (see note 6).
During 2019 we already recognized in revenue the entire transaction price allocated to the license on GLPG1690 (€667 million), €81 million relating to the performance obligation for the drug discovery platform and a total of €41 million representing the total impact on our revenues coming from the initial and amended filgotinib performance obligation. The latter consists of upfront payments and milestone payments that were recognized in accordance with the percentage of completion of the underlying performance obligation.
Furthermore, we recognized €17.7 million of cost reimbursements from Gilead with respect to the development of GLPG1690 as a decrease of the related expenses (on the line research and development expenditure). An amount of €72.0 million relating to cross charges from Gilead relating to filgotinib was recognized as expense on the line research and development expenditure.
Finally, we recognized €8.2 million of sales & marketing expenses relating to our 50/50 cost share mechanism with Gilead for expenses incurred in preparation for the co-promotion activities for filgotinib.
As at 31 December 2019 we have two outstanding performance obligations under IFRS 15 towards Gilead, being the performance obligation related to our drug discovery platform and the performance obligation relating to filgotinib. This results in an outstanding deferred income balance of €2.2 billion for the drug discovery platform (including the warrant issuance liability relating to subsequent warrant B) and €780 million for the performance obligation relating to filgotinib.
A detailed explanation of our transactions with Gilead in 2019 can be found in the section titled Agreements with major Galapagos NV shareholders. There are no other shareholders or other entities who, solely or jointly, control Galapagos or exercise significant influence over Galapagos.
Relationship and transactions with subsidiaries
Please see note 30 for an overview of the consolidated companies of the group, which are all wholly-owned subsidiaries of Galapagos NV.
Intercompany transactions between Galapagos NV and its subsidiaries, and amongst the subsidiaries, have been eliminated in the consolidation and are not disclosed in this note.
Relationship and transactions with key management personnel
Our key management personnel consists of the members of our executive committee and the members of our board of directors. All amounts mentioned in this section are based on expenses recognized in the financial statements for the relevant financial year.
Remuneration of key management personnel
On 31 December 2019, our executive committee had five members: Mr. Onno van de Stolpe, Mr. Bart Filius, Dr. Piet Wigerinck, Dr. Andre Hoekema and Dr. Walid Abi-Saab. They provide their services to us on a full-time basis. On 31 December 2019, our board of directors consisted of eight members: Mr. Onno van de Stolpe, Dr. Raj Parekh, Mr. Howard Rowe, Ms. Katrine Bosley, Dr. Mary Kerr, Mr. Peter Guenter, Mr. Daniel O’Day and Dr. Linda Higgins. Dr. Werner Cautreels’ and Dr. Christine Mummery’s mandates as directors expired immediately after the annual shareholders’ meeting of 30 April 2019.
Only the CEO is a member of both the executive committee and the board of directors. Our CEO does not receive any special remuneration for his board membership, as this is part of his total remuneration package in his capacity as member of the executive committee.
The remuneration package of the members of key management personnel comprises:
|
Year ended 31 December |
|||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
2019 |
2018 |
||||||||||||||||
|
||||||||||||||||||
Remuneration of key management personnel: |
|
|
||||||||||||||||
Thousands of € (except for the number of warrants and RSUs) |
|
|
||||||||||||||||
Short-term benefits for executive committee members as a group |
14,129 |
2,909 |
||||||||||||||||
Gross salary |
2,121 |
1,920 |
||||||||||||||||
Employer social security on gross salary |
61 |
125 |
||||||||||||||||
Cash bonus |
1,230 |
757 |
||||||||||||||||
Exceptional bonus |
10,500 |
– |
||||||||||||||||
Employer social security on exceptional bonus |
108 |
– |
||||||||||||||||
Other short-term benefits |
109 |
107 |
||||||||||||||||
Long-term benefits for executive committee members as a group(1) |
1,874 |
1,812 |
||||||||||||||||
Board fees and other short-term benefits for directors |
|
|
||||||||||||||||
Raj Parekh |
90 |
92 |
||||||||||||||||
Harrold van Barlingen(2) |
– |
15 |
||||||||||||||||
Howard Rowe |
55 |
53 |
||||||||||||||||
Werner Cautreels(3) |
15 |
48 |
||||||||||||||||
Katrine Bosley |
45 |
45 |
||||||||||||||||
Christine Mummery(3) |
13 |
40 |
||||||||||||||||
Mary Kerr |
45 |
46 |
||||||||||||||||
Peter Guenter(4) |
30 |
– |
||||||||||||||||
Daniel O'Day(5) |
– |
– |
||||||||||||||||
Linda Higgins(5) |
– |
– |
||||||||||||||||
Post-employment benefits(6) |
323 |
305 |
||||||||||||||||
Total benefits excluding warrants and RSUs(7) |
16,619 |
5,346 |
||||||||||||||||
Number of warrants granted in the year |
|
|
||||||||||||||||
Executive committee members as a group |
315,000 |
350,000 |
||||||||||||||||
Raj Parekh |
15,000 |
15,000 |
||||||||||||||||
Howard Rowe |
7,500 |
7,500 |
||||||||||||||||
Werner Cautreels(3) |
– |
7,500 |
||||||||||||||||
Katrine Bosley |
7,500 |
7,500 |
||||||||||||||||
Christine Mummery(3) |
– |
7,500 |
||||||||||||||||
Mary Kerr |
7,500 |
7,500 |
||||||||||||||||
Peter Guenter(4) |
7,500 |
– |
||||||||||||||||
Daniel O'Day(5) |
– |
– |
||||||||||||||||
Linda Higgins(5) |
– |
– |
||||||||||||||||
Total number of warrants granted in the year |
360,000 |
402,500 |
||||||||||||||||
Total cost of warrants granted in the year |
14,236 |
15,507 |
||||||||||||||||
Number of RSUs granted in the year(8) |
183,450 |
– |
||||||||||||||||
Total number of RSUs granted in the year |
183,450 |
– |
||||||||||||||||
Other
No loans, quasi-loans or other guarantees were given by Galapagos NV or any of its subsidiaries to members of the board and of the executive committee. We have not entered into transactions with our key management personnel, other than as described above with respect to remuneration arrangements relating to the exercise of their mandates as members of the executive committee and the board of directors.