ACQUISITIONS, COLLABORATIONS AND OTHER ARRANGEMENTS |
3 Months Ended |
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Mar. 31, 2026 | |
| Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract] | |
| ACQUISITIONS, COLLABORATIONS AND OTHER ARRANGEMENTS | ACQUISITIONS, COLLABORATIONS AND OTHER ARRANGEMENTS We enter into acquisitions, licensing and strategic collaborations and other similar arrangements with third parties for the research, development and commercialization of certain products and product candidates. The collaborations involve two or more parties who are active participants in the operating activities of the collaboration and are exposed to significant risks and rewards depending on the commercial success of the activities. The financial terms of these arrangements may include non-refundable upfront payments, expense reimbursements, payments by us for options to acquire certain rights, contingent obligations by us for potential development and regulatory milestone payments and/or sales-based milestone payments, royalty payments, revenue or profit-sharing arrangements, cost-sharing arrangements and equity investments. Acquisitions Arcellx In April 2026, we closed an agreement to acquire Arcellx, Inc. (“Arcellx”), a public biotechnology company focused on delivering a new class of innovative immunotherapies for patients with cancer and other incurable diseases. Under the terms of the agreement, we successfully completed our tender offer for all outstanding shares of Arcellx other than those already owned by Gilead for approximately $7.1 billion in cash consideration. As a result, Arcellx became our wholly-owned subsidiary. We will also pay one non-transferable contingent value right of $5 per share upon the achievement of at least $6.0 billion in cumulative global net sales of anitocabtagene autoleucel (“anito-cel”) from launch through year-end 2029. Prior to the acquisition, we had been engaged in a global strategic collaboration with Arcellx to co-develop and co-commercialize Arcellx’s lead late-stage product candidate, anito-cel, an investigational BCMA-directed chimeric antigen receptor T-cell therapy for patients with relapsed and/or refractory multiple myeloma. In conjunction with the collaboration, we obtained licenses to develop and manufacture certain products, including anito-cel, and to commercialize those products outside the U.S. and to co-commercialize those products in the U.S. with Arcellx. We also made various purchases of Arcellx shares. Under the agreement, Arcellx was eligible to receive performance-based development and regulatory milestone payments, with further commercial milestone payments, profit split payments on co-promoted products and royalties on at least a portion of worldwide net sales, depending on whether Arcellx opted in to co-promote the future products. We expect to account for this transaction as an asset acquisition in the second quarter of 2026 since the acquired intellectual property rights related to anito-cel represent substantially all of the fair value of the gross assets acquired. Tubulis In April 2026, we entered into a definitive agreement to acquire Tubulis GmbH (“Tubulis”), a private Germany-based, clinical-stage biotechnology company developing next-generation antibody-drug conjugates (“ADC”), for approximately $3.2 billion in upfront cash consideration, subject to customary adjustments, payable at closing, and up to $1.9 billion in contingent milestone payments. The closing of the transaction is subject to the expiration or termination of certain regulatory filings and other customary conditions. Upon closing, Tubulis will become our wholly-owned subsidiary. We expect to account for this transaction as an asset acquisition in the second quarter of 2026 since the lead asset, TUB-040, a NaPi2b-directed topoisomerase-I inhibitor ADC currently in Phase 1b/2 development for platinum-resistant ovarian cancer and non-small cell lung cancer (“NSCLC”), represents substantially all of the fair value of the gross assets acquired. Ouro Medicines In March 2026, we entered into a definitive agreement to acquire Ouro Medicines, LLC (“Ouro”), a privately held biotechnology company focused on developing T cell engager (“TCE”) therapies for autoimmune diseases, for approximately $1.7 billion in upfront cash consideration, subject to customary adjustments, payable at closing, and up to $500 million in contingent milestone payments. The closing of the transaction is subject to the expiration or termination of certain regulatory filings and other customary conditions. Upon closing, which is anticipated in the second quarter of 2026, Ouro will become our wholly-owned subsidiary. We expect to account for this transaction as an asset acquisition in the second quarter of 2026 since the lead asset, OM336 (gamgertamig), a clinical-stage BCMAxCD3 TCE, represents substantially all of the fair value of the gross assets acquired. Collaborations and Other Arrangements Galapagos In March 2026, we entered into an agreement (the “Framework Agreement”) with Galapagos, effective upon the closing of our definitive agreement to acquire Ouro, for a research and development collaboration on the acquired Ouro assets. Under the Framework Agreement, Galapagos will pay 50% of the upfront cash consideration and 50% of any contingent milestone payments payable to Ouro’s shareholders. Additionally, Galapagos will absorb substantially all of Ouro’s operating assets, retain its employees and be responsible for all development costs prior to registrational studies for gamgertamig, with later clinical development costs being shared equally between Gilead and Galapagos. Gilead will retain commercialization rights and pay Galapagos royalties of 20% to 23% of net sales of gamgertamig products. LEO Pharma In January 2025, we entered into a strategic partnership with LEO Pharma A/S (“LEO Pharma”) to accelerate the development and commercialization of LEO Pharma’s small molecule oral signal transducer and activator of transcription 6 (“STAT6”) programs for the potential treatment of patients with inflammatory diseases. Gilead acquired global rights to develop, manufacture, and commercialize the small molecule oral STAT6 program. LEO Pharma will have the option to potentially co-commercialize oral programs for dermatology outside the U.S. LEO Pharma will hold exclusive global rights to STAT6 topical formulations in dermatology. We made a $250 million upfront payment to LEO Pharma, which was charged to Acquired in-process research and development expenses on our Condensed Consolidated Statements of Operations in 2025. In addition, LEO Pharma is eligible to receive up to approximately $1.5 billion in additional milestone payments and may also receive tiered royalties on sales of oral STAT6 products.
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