Gilead to Acquire Tubulis Adding Potentially Best-in-Class Antibody-Drug Conjugate and Next Generation Platform to Further Strengthen Oncology Pipeline

– Acquisition Adds TUB-040, a NaPi2b Targeting ADC for Ovarian Cancer and other Solid Tumors, to Gilead Pipeline –

– Industry Leading ADC Platform That Includes its Clinically-Validated Tubutecan Linker-Payload Technology and Next-Generation Platform to Expand Gilead's ADC Capabilities –

Gilead Sciences, Inc. (NASDAQ:GILD) today announced it has entered into a definitive agreement to acquire Tubulis GmbH, a private Germany-based, clinical-stage biotechnology company developing next-generation antibody-drug conjugates (ADCs), building on Gilead's oncology pipeline, focused on addressing areas of high unmet need.

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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. Tubulis' lead asset, TUB-040, a NaPi2b-directed topoisomerase-I inhibitor (TOPO1i) ADC, is currently in Phase 1b/2 development for platinum-resistant ovarian cancer and non-small cell lung cancer (NSCLC). Gilead will also acquire TUB-030, a 5T4 targeted ADC, which has demonstrated promising initial clinical data across various solid tumor types. Tubulis' programs and platforms have broad potential across multiple tumor types, complementing Gilead's existing development and commercialization expertise in oncology.

"The agreement to acquire Tubulis is a significant milestone in Gilead's progress in oncology. The company brings a clinical-stage candidate that is a potential new treatment for ovarian cancer, as well as a next-generation ADC platform and a promising early pipeline," said Daniel O'Day, Chairman and Chief Executive Officer, Gilead Sciences. "Today's agreement follows a two-year collaboration with Tubulis, which has given us strong conviction in their programs and research capabilities. Bringing this potential into Gilead would further expand what is already the strongest and most diverse pipeline in our company's history."

"From the outset, we believed our conjugation technology platforms could have broad impact across the ADC field and the initial data from TUB-040 have reinforced that conviction," said Dominik Schumacher, PhD, Chief Executive Officer and Co-founder of Tubulis. "Joining Gilead allows us to build on this foundation within an organization that brings deep scientific expertise, global development capabilities, and the scale needed to translate innovation into medicines for patients worldwide. Through our existing collaboration, Gilead has already seen the potential of our technologies and together, we are well positioned to accelerate the development of our ADC pipeline. I'm deeply grateful to the Tubulis team, our Board of Directors, investors, and partners for their commitment and helping make this milestone possible."

Following the close of the transaction, Tubulis will operate as a dedicated ADC research organization within Gilead, with the Munich site serving as a hub for ADC innovation, building on its integrated discovery, manufacturing and clinical capabilities to advance next generation ADCs.

Terms of the Transaction

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. Closing of the transaction is subject to expiration or termination of certain regulatory filings and other customary conditions. The transaction is expected to close in the second quarter of 2026. Gilead plans to finance the transaction with a combination of cash on hand and senior unsecured notes.

Centerview Partners LLC and Allen & Company LLC are acting as financial advisors for Gilead. J.P. Morgan Securities LLC is acting as the exclusive financial advisor for Tubulis. Covington & Burling LLP, Arnold & Porter LLP, and Venable LLP are serving as legal counsel to Gilead. Goodwin Procter LLP and CMS Hasche Sigle are serving as legal counsel to Tubulis.

Conference Call

Gilead will host an investor conference call on Tuesday, April 7 at 1:30 p.m. PT to discuss today's announcement in addition to the Arcellx and Ouro transactions announced recently. For dial-in details, please go to https://investors.gilead.com/.

About Tubulis

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. Visit www.tubulis.com or follow us on LinkedIn.

About Gilead and Kite Oncology

Gilead and Kite Oncology are working to transform how cancer is treated. We are innovating with next-generation therapies, combinations and technologies to deliver improved outcomes for people with cancer. We are purposefully building our oncology portfolio and pipeline to address the greatest gaps in care. From antibody-drug conjugate technologies and small molecules to cell therapy-based approaches, we are creating new possibilities for people with cancer.

About Gilead Sciences

Gilead Sciences, Inc. is a biopharmaceutical company that has pursued and achieved breakthroughs in medicine for more than three decades, with the goal of creating a healthier world for all people. The company is committed to advancing innovative medicines to prevent and treat life-threatening diseases, including HIV, viral hepatitis, COVID-19, cancer and inflammation. In 2025, Gilead announced a planned $32 billion investment to further strengthen its U.S. footprint to power the next era of discovery, job creation and public health preparedness – while continuing to invest globally to ensure patients everywhere benefit from its scientific innovation. Gilead operates in more than 35 countries worldwide, with headquarters in Foster City, Calif.

Forward-Looking Statements

This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 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 Tubulis and members of their respective senior management teams. In some cases, forward-looking statements can be identified by the use of words such as "anticipate," "believe," "estimate," "expect," "intend," "seek," "may," "plan," "project," "should," "target," "will," or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. Risks and uncertainties that could cause the actual results to differ from expectations contemplated by forward-looking statements include: the possibility that various closing conditions for the transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; the effects of the transaction on relationships with employees, other business partners or governmental entities; the difficulty of predicting the timing or outcome of regulatory approvals or actions, if any; the risk that, if the transaction is consummated, the businesses will not be integrated successfully and that other anticipated benefits from the transaction will not be realized; any negative effects on the existing collaboration between Gilead and Tubulis that may result from the announcement of a transaction, or the failure to complete the transaction; the impact of competitive products and pricing; other business effects, including the effects of industry, economic or political conditions outside of the companies' control; transaction costs; actual or contingent liabilities; the risk that Gilead may not realize the expected benefits of this acquisition transaction; the ability of Gilead to advance their product pipeline and successfully commercialize product candidates following the acquisition; the ability of the parties to initiate and complete clinical trials involving such product candidates in the currently anticipated timelines or at all; the possibility of unfavorable results from one or more of such trials involving such product candidates; uncertainties relating to regulatory applications and related filing and approval timelines, including potential applications for programs and/or indications currently under evaluation, and the risk that any regulatory approvals, if granted, may be subject to significant limitations on use or subject to withdrawal or other adverse actions by the applicable regulatory authority; and any assumptions underlying any of the foregoing. These and other risks, uncertainties and factors are described in detail in Gilead's Annual Report on Form 10-K for the year end December 31, 2025, as filed with the U.S. Securities and Exchange Commission. The reader is cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties and is cautioned not to place undue reliance on these forward-looking statements. 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 about Gilead, please visit the company's website at www.gilead.com, follow Gilead on X/Twitter (@Gilead Sciences) and LinkedIn (@Gilead-Sciences).

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GILEAD CONTACTS:

Ashleigh Koss, Media

[email protected]

Jacquie Ross, Investors

[email protected]

TUBULIS CONTACT:

Stephanie May, PhD, Media

[email protected]