The transaction is expected to consolidate Gilead's recent $11.9bn acquisition of Kite Pharma.
It also has the potential to help Gilead and Kite to speed up the development of next generation cellular therapy candidates.
Gilead Sciences president and CEO John Milligan said: “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.”
Cell Design Labs is developing two technology platforms, synNotch and Throttle.
synNotch is a synthetic gene expression system that responds to external cues which can be deployed to engineer chimeric antigen receptor T (CAR T) cells that need dual antigen recognition for activation.
Throttle, on the other hand, is an on switch that modulates CAR T activity using small molecules.
Cell Design Labs is also developing various pre-clinical product candidates that include therapies for prostate cancer and hepatocellular carcinoma that use the synNotch technology. Its lead pre-clinical candidate targets multiple myeloma.
Cell Design Labs president and CEO Brian Atwood said: “Bringing our robust technology platforms under the Gilead umbrella, with its outstanding research and development capabilities and commitment to innovation, provides an exciting path forward for the development of the next generation of living therapies for patients with cancer.”
As per the agreement terms, Gilead will buy all of the shares of Cell Design Labs, including a stake of nearly 12.2% of the latter held by Kite.
Gilead will pay an initial upfront payment of around $175m, subject to certain adjustments.
Cell Design Labs will also be entitled to receive $322m of additional payments that will be paid to all its shareholders with the exception of Kite. This amount will be based on the occurrence of certain events such as the achievement of development and approval milestones.
The transaction, which will be subject to customary closing conditions, is anticipated to be completed shortly.
Image: Gilead Sciences to buy Emeryville-based Cell Design Labs. Photo: courtesy of Stuart Miles at FreeDigitalPhotos.net.