On February 23, 2026, Gilead Sciences announced it will acquire Arcellx, a biotechnology company, for $7.8Bn, buying out a partner with which Gilead has been co-developing a cancer drug since 2022 and taking full ownership of a treatment currently awaiting FDA approval. The drug at the center of the deal, anito-cel, is a cell therapy for multiple myeloma — a blood cancer — and is currently awaiting FDA approval, with a decision expected by December 23, 2026. The transaction reflects a broader trend in pharmaceutical M&A: large companies are increasingly buying out their development partners outright, rather than sharing the rewards of a drug they helped build, once that drug is close to reaching the market.
The transaction remains subject to customary regulatory approvals and the tender of a majority of Arcellx’s outstanding shares, with closing expected in the second quarter of 2026.

From Partnership to Full Control
Gilead and Arcellx first began working together in December 2022, when Gilead’s cancer drug subsidiary Kite Pharma agreed to co-develop and co-commercialize anito-cel with Arcellx. Gilead paid $225MM upfront at the time and made an additional $100MM equity investment in Arcellx. The partnership was expanded in 2023, with Gilead investing a further $200MM. By the time the acquisition was announced, Gilead already owned approximately 11.5% of Arcellx.
The decision to move from partner to full owner appears to be a financial one as much as a strategic one. Under the existing arrangement, Gilead would have been required to pay Arcellx up to $530MM in additional milestone payments once anito-cel reached the market, on top of sharing ongoing revenue — figures disclosed in Gilead’s prior collaboration agreements with Arcellx. By acquiring Arcellx outright, Gilead eliminates those future payment obligations and retains all of the commercial upside. It also gains full control over how and when the drug is developed and sold, without needing to coordinate with a separate company at every step.
The CVR Structure
Gilead is paying $115.00 per share in cash upfront, which represents a 68% premium to where Arcellx shares were trading in the weeks before the announcement. In addition, Arcellx shareholders may receive an extra $5.00 per share — but only if anito-cel reaches $6Bn in cumulative global sales by the end of 2029. This type of conditional payment, known as a contingent value right (CVR), is commonly used in pharmaceutical deals when the two parties want to tie part of the purchase price to the drug’s commercial performance.
Anito-cel: The Asset Driving the Premium
Anito-cel is a CAR T-cell therapy — a treatment that uses a patient’s own immune cells, genetically modified in a lab, to recognize and attack cancer cells. It is designed for patients with multiple myeloma, a blood cancer affecting plasma cells in the bone marrow, who have already tried and failed at least three other treatments. The FDA is currently reviewing anito-cel and is expected to issue a decision by December 23, 2026. In its pivotal clinical trial, the drug achieved a 96% overall response rate, with 74% of patients reaching what is considered a complete response and 95% testing negative for detectable cancer — results that analysts have described as among the strongest seen in this class of treatment.
The market anito-cel is entering is already large and growing. Johnson & Johnson’s Carvykti, a competing drug in the same category, generated approximately $1.9Bn in global sales in 2025 — nearly double what it made the year prior. Anito-cel may have a meaningful advantage over Carvykti: clinical trials for Carvykti showed some patients developed a movement disorder called parkinsonism, while anito-cel trials showed no such side effect. A cleaner safety profile could allow anito-cel to reach more patients, including those treated in outpatient settings rather than specialized hospital centers.
Cell Therapy Division Under Pressure
This acquisition is also a response to underperformance in Gilead’s existing cancer drug business. Gilead built its cell therapy division through its $11.9Bn purchase of Kite Pharma in 2017, but that business has been losing ground. In 2025, Gilead’s cell therapy sales fell 7% overall, with its two main cancer drugs — Yescarta and Tecartus — both declining. Meanwhile, Gilead’s total revenue of approximately $29Bn remains heavily dependent on a single HIV drug, Biktarvy, which accounts for roughly half of the company’s income. Biktarvy’s patent is expected to expire in 2036, meaning Gilead has roughly a decade to find new revenue sources before that business is exposed to generic competition.
Anito-cel, if approved, could help reverse that trend. Gilead has indicated the deal is expected to be profitable on a per-share basis by 2028, assuming FDA approval. Beyond anito-cel, Gilead also gains access to Arcellx’s underlying drug development platform — a proprietary technology that could be used to design future cancer treatments. Management has indicated this platform may have applications in leukemia and other conditions, providing a longer-term pipeline beyond this single drug.
The Bigger Picture
The Gilead-Arcellx deal fits into a pattern that has been building across the pharmaceutical sector. As large drugmakers watch their most profitable products approach the end of their patent protection, many are turning to acquisitions — particularly in cancer — to secure their next generation of revenue. Rather than invest years into early-stage research, many companies are increasingly choosing to buy in late, once a drug has already demonstrated strong clinical results and is close to approval. The Gilead-Arcellx deal may be one example of that approach.
The deal underscores the value of minority stake partnerships as an early foothold before a full acquisition and the role that performance-linked payment structures such as CVRs play in closing deals where the parties may see the drug’s future value differently. With the FDA decision on anito-cel expected by December 2026, the coming months may serve as a test of whether the $7.8Bn price tag is justified — and whether Gilead has found a credible answer to its longer-term growth challenge.
About DelMorgan & Co. (www.delmorganco.com)
With over $300 billion of successful transactions in over 80 countries, DelMorgan‘s Investment Banking professionals have worked on some of the most challenging, most rewarding and highest profile transactions in the U.S. and around the globe. DelMorgan specializes in capital raising and M&A advisor services for companies across all industries and is recognized as one of the leading investment banking practices in California and globally.
Learn more about DelMorgan’s Capabilities, Transactions and why DelMorgan is ranked as the #1 Investment Bank in Los Angeles and #2 in California by Axial.








