Gilead Sciences Inc. agreed to acquire privately held Cell Design Labs Inc. for up to $567 million to enhance its research and development efforts in cellular therapy.
Cell Design Labs is a preclinical-stage company with significant expertise in custom cell engineering
Under the agreement, Gilead will acquire all of the outstanding shares of the biotherapeutics company, including the roughly 12.2% of shares of Cell Design Labs currently held by Kite Pharma Inc., for an initial upfront payment of about $175 million and additional payments of up to $322 million.
The additional payments will be made to Cell Design shareholders other than Kite upon the occurrence of certain events, including the achievement of development and approval milestones.
Gilead completed the acquisition of Kite Pharma in October.
The deal is subject to customary closing conditions and is expected to close shortly.
Citi acted as financial advisor and Cooley LLP acted as legal adviser to Cell Design Labs in connection with the transaction.
Cell Design is developing synNotch, a synthetic gene expression system that responds to external cues which, among other applications, can be deployed to engineer chimeric antigen receptor T, or CAR T, cells that require dual antigen recognition for activation; and Throttle, an "on switch" that modulates CAR T activity using small molecules.