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Moving forward with Cell Design Labs
FOSTER CITY, Calif. & SANTA MONICA, Calif.—A new acquisition is in the works as Gilead Sciences Inc. closes out its year. The company, along with its subsidiary Kite, shared news of a definitive agreement to purchase all outstanding shares of Cell Design Labs Inc., a preclinical-stage company with a focus in custom cell engineering, for up to about $567 million. This includes the roughly 12.2 percent of shares Kite holds, as well as an initial upfront payment of approximately $175 million and additional payments of up to $322 million to be paid to non-Kite shareholders of Cell Design labs stock upon the achievement of certain milestones. The deal, which is subject to customary closing conditions, is expected to be completed in the near term.
“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,” Dr. Fred Cohen, chairman of the board of directors for Cell Design Labs, said in a press release. “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.”
The acquisition of Cell Design Labs gains Gilead two new proprietary technology platforms: synNotch and Throttle. synNotch is a synthetic gene expression system that responds to external cues and can be used to produce chimeric antigen receptor T cells (CAR T) that need dual antigen recognition to be activated, and Throttle provides an “on switch,” so to speak, that can modulate CAR T activity via small molecules. Cell Design Labs received broad patents for both its programmable CAR T cells and its synNotch receptor for the treatment of cancer and other diseases earlier this year. The company was founded in 2016, and has raised $34.4 million since its launch.
“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 Dr. John F. Milligan, president and CEO of Gilead. “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.”
“We have been working with Cell Design Labs for almost 18 months, and truly appreciate the groundbreaking nature of their technology platforms,” Dr. David D. Chang, worldwide head of Research and Development and chief medical officer at Kite, added in a statement. “We’ve already integrated THROTTLE Switch into our CAR-T pipeline and look forward to exploring the full depth and breadth of the technologies of Gilead, Kite and Cell Design Labs to expand the cell therapy toolbox.”
Cell Design Labs notes on its website that it is currently leveraging its technology in three initiatives: precise sensing of disease tissue based on combinatorial signals, overcoming and disabling the immunosuppressive microenvironment of the tumor and enhancing safety mechanisms (to provide control switches in case of immunotherapy side effects).
Dr. Peter Emtage, chief scientific officer of Cell Design Labs, said, “We are on the cusp of a new era in medicine where we are able to precisely instruct and guide immune cells to recognize and eliminate disease. We are pioneering two very powerful and promising technologies that we believe have the ability to change the therapeutic landscape significantly.”