The Life Science team advised Tubulis GmbH on entering into a definitive agreement to be acquired by Gilead Sciences, Inc. (Nasdaq: GILD). The acquisition significantly expands Gilead’s ADC capabilities by adding next-generation assets and platforms designed to more selectively deliver diverse payloads to tumors and maximize patient benefit.

Under the terms of the sale and purchase agreement, Gilead will acquire all of the outstanding equity of Tubulis for $3.15 billion in upfront cash consideration on a cash-free, debt-free basis, subject to customary adjustments, which is payable at closing, and up to $1.85 billion in contingent milestone payments.

Tubulis generates uniquely matched antibody-drug conjugates with superior biophysical properties that have demonstrated durable on-tumor delivery and long-lasting anti-tumor activity in preclinical models and first clinical proof-of-concept in platinum-resistant ovarian cancer. The two lead programs from its growing pipeline, TUB-040, targeting NaPi2b, and TUB-030, directed against 5T4, are being evaluated in the clinic in high-need solid tumor indications. Tubulis will solidify its leadership position by continuing to innovate on all aspects of ADC design leveraging its proprietary platform technologies. Tubulis’ goal is to expand the therapeutic potential of this drug class for its pipeline, partners, and patients.

Goodwin’s cross-border team was led by Amanda Gill, Markus Käpplinger, Wei Xu, Sarah Solomon, Graham Defries, and Kingsley Taft, and included Yifeng Yuan, Artimus Cunningham, Kyle Josias, Kenny Walker-Durrant, Robert Jochim, Bastian Schmack, Sarah Bock, James Devendorf, Dasol Lee, Jackie Klosek, Alison Liou, Jennifer Fay, Laura Horowitz, Daniel Karelitz, Shlomo Gottesman, Philipp Lauer, Arman Oruc, Stephen Mavroghenis, Danielle Fong, Hyunseok Doh, Elizabeth Mulkey, Jacob Osborn, Gozde Guckaya, Kuwabo Mubyana, and Matt Wetzel.

For more information on the deal, please read the press release and see coverage from Barron’s, Endpoints News, STAT, and FierceBiotech.