Gilead Sciences and Kite to Acquire Cell Design Labs

— 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 —

FOSTER CITY, Calif. & SANTA MONICA, Calif.–(BUSINESS WIRE)–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

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,
follow Gilead on Twitter (@GileadSciences) or call Gilead Public Affairs
at 1-800-GILEAD-5 or 1-650-574-3000.


Sung Lee, 650-524-7792
Flood, 650-522-5643
Cell Design Labs
Bitting, 925-202-6211