Gilead Sciences, Inc. (NasdaqGS:GILD) entered into a definitive agreement to acquire Tubulis GmbH from a group of shareholders for $5 billion on April 7, 2026. 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. Evotec announced that it is expected to receive approximately $100 million in upfront consideration upon closing of the sale of Tubulis and is eligible to receive up to approximately $58 million in additional contingent consideration in line with its equity participation and subject to the achievement of specified milestones. 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. Gilead plans to finance the transaction with a combination of cash on hand and senior unsecured notes.

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.

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.