-- Adds Two Technology Platforms that May be
Broadly Applicable in Cellular Therapy --
-- Enables Research and Development of
Potential Future Generations of CAR T and TCR T-cell Therapies for
Solid Tumors --
Gilead Sciences, Inc. (Nasdaq: GILD) and its cell therapy
subsidiary Kite announced today that they have entered into a
definitive agreement under which they have agreed to acquire Cell
Design Labs, Inc., gaining new technology platforms that will
enhance research and development efforts in cellular therapy. Under
the terms of the agreement, Gilead will acquire all of the
outstanding shares of Cell Design Labs, which includes the
approximately 12.2 percent of shares of Cell Design Labs that are
currently held by Kite, for up to approximately $567 million. The
agreement includes an initial upfront payment of approximately $175
million, subject to certain adjustments, and additional payments of
up to $322 million that will be paid to the shareholders of Cell
Design Labs other than Kite upon the occurrence of certain events,
including the achievement of development and approval milestones.
The acquisition is subject to customary closing conditions, and is
expected to close shortly.
The transaction will build on Gilead’s recent acquisition of
Kite Pharma, Inc. and has the potential to help the Gilead and Kite
organizations accelerate the development of next generation
cellular therapy candidates.
Cell Design Labs is a pre-clinical stage company with
significant expertise in custom cell engineering. The company is
developing two propriety technology platforms: synNotch™, a
synthetic gene expression system that responds to external cues
which, among other applications, can be deployed to engineer
chimeric antigen receptor T (CAR T) cells that require dual antigen
recognition for activation, and Throttle™, an “on switch” that
modulates CAR T activity using small molecules. The addition of
these technologies to existing Kite research and development
programs could lead to the treatment of a broader range of
hematological malignancies and solid tumors, and potentially offer
improved selectivity and safety of future treatments. Additionally,
Cell Design Labs is developing several pre-clinical product
candidates, including therapies for prostate cancer and
hepatocellular carcinoma that use the synNotch technology. The
company’s lead pre-clinical candidate targets multiple myeloma.
“We are excited about the potential of the synNotch and Throttle
technology platforms and the application of these technologies to
complement ongoing Kite research and development efforts,” said
John F. Milligan, PhD, Gilead’s President and Chief Executive
Officer. “This acquisition demonstrates our deep commitment to
continuing to invest in future innovation in the field of cellular
therapy, both internally and externally. Cell Design Labs’ talented
team of cell biology experts will augment and accelerate our
work to bring forward new generations of CAR T and TCR therapies,
building on our acquisition of Kite earlier this year and our
efforts to improve care for people with advanced cancers.”
“Our growing understanding of molecular networks now allows us
to engineer cells with novel behaviors, including therapeutic
immune cells programmed to precisely recognize and treat cancer,”
said Wendell Lim, PhD, Scientific Founder, Cell Design Labs and
Chair of the Department of Cellular and Molecular Pharmacology at
the University of California, San Francisco. “This transaction has
the potential to significantly advance the field, ultimately
leading to the development of transformative treatments for cancer
and other complex diseases.”
“Gilead and Kite have the expertise, resources and
infrastructure to help deliver on our vision of using the body’s
own immune system to develop powerful living therapies,” said Fred
Cohen, MD, PhD, Chairman of the Board of Directors for Cell Design
Labs. “We believe that by becoming part of the Gilead and Kite
organizations, we will be better able to advance a new class of
cell-based therapies to help people for generations to come.”
Cell Design Labs’ investors, led by Kleiner Perkins, also
included Kite, Osage Ventures, Mission Bay Ventures, Brian Atwood,
President, Chief Executive Officer and Co-Founder of Cell Design
Labs, Kite founder and member of the Cell Design Labs Board of
Directors, Arie Belldegrun, MD, as well as other investors with
significant experience in biopharmaceutical innovation.
Citi acted as financial advisor to the Cell Design Labs in
connection with the transaction.
About Cell Design Labs
Cell Design Labs is a biotherapeutics company that discovers and
develops cell-based therapies. Using its proprietary technology
platform for custom cell engineering, Cell Design Labs has been
developing a portfolio of anticancer therapies. Initially focused
on cancer, including both hematologic and solid tumors, this broad
technology may also have applications in other complex diseases,
such as autoimmune and degenerative disorders.
About Gilead Sciences
Gilead Sciences is a biopharmaceutical company that
discovers, develops and commercializes innovative therapeutics in
areas of unmet medical need. The company’s mission is to advance
the care of people suffering from life-threatening diseases. Gilead
has operations in more than 30 countries worldwide, with
headquarters in Foster City, California.
Forward-Looking
Statement
This press release includes forward-looking statements that are
subject to risks, uncertainties and other factors. All statements
other than statements of historical fact are statements that could
be deemed forward-looking statements, including all statements
regarding the intent, belief or current expectation of Gilead and
members of its senior management team. Forward-looking statements
include, without limitation, statements regarding the business
combination, its effect on Gilead’s revenues and earnings, the
ability of the synNotch and Throttle technology platforms to
accelerate Gilead’s development of next generation cellular therapy
candidates; the ability of the technology platforms to complement
Kite’s research and development efforts; the ability of Gilead to
advance Cell Design Labs’ pre-clinical product candidates; the
anticipated timing of clinical data; the possibility of unfavorable
results from clinical trials; the expected timing of the completion
of the transaction, the ability to complete the transaction in a
timely manner or at all, difficulties or unanticipated expenses in
connection with integrating the companies; and any assumptions
underlying any of the foregoing. Actual results may differ
materially from those currently anticipated due to a number of
risks and uncertainties. The reader is cautioned not to rely on
these forward-looking statements. These and other risks are
described in detail in Gilead’s Quarterly Report on Form 10-Q for
the quarter ended September 30, 2017, as filed with the U.S.
Securities and Exchange Commission. All forward-looking statements
are based on information currently available to Gilead, and Gilead
assumes no obligation and disclaims any intent to update any such
forward-looking statements.
For more information on Gilead Sciences,
please visit the company’s website at www.gilead.com, follow
Gilead on Twitter (@GileadSciences) or call Gilead Public Affairs
at 1-800-GILEAD-5 or 1-650-574-3000.
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version on businesswire.com: http://www.businesswire.com/news/home/20171207006250/en/
GileadInvestorsSung Lee, 650-524-7792orMediaAmy Flood,
650-522-5643orCell Design LabsMediaAngela Bitting,
925-202-6211
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