Repare Therapeutics (NASDAQ:RPTX) has entered into a definitive asset purchase agreement to sell its polymerase theta (Polθ) ATPase inhibitor, RP-3467, to Gilead Sciences (NASDAQ:GILD) for up to $30 million.
The transaction, announced Wednesday, marks a strategic divestment for the clinical-stage oncology firm as it prepares to be acquired by XenoTherapeutics.
Under the agreement, Gilead will pay $25 million upfront, with an additional $5 million tied to the completion of technology transfer activities.
The acquisition adds a "best-in-class" candidate to Gilead’s oncology pipeline.
RP-3467 is a small molecule designed to inhibit Polθ, a key enzyme in DNA damage repair that is highly expressed in cancers with BRCA mutations.
The timing of the Gilead sale is particularly significant for Repare shareholders.
On November 14, 2025, Repare agreed to a merger with XenoTherapeutics in which investors would receive a cash payment based on the company's "Closing Net Cash Amount."
Initially, that payout was estimated at approximately $1.82 per share.
However, the $25 million upfront payment from Gilead has bolstered Repare's balance sheet, leading the company to revise its estimated payout upward.
Repare now expects shareholders will receive approximately $2.20 per common share when the Xeno merger closes—an increase of roughly 21% from the original projection.
The sale to Gilead effectively hands off the development risk of RP-3467, which is currently in the POLAR Phase 1 clinical trial for patients with advanced ovarian, breast, and prostate cancers.
For Gilead, the move deepens its commitment to synthetic lethality—a field of cancer therapy that targets specific genetic weaknesses in tumors while sparing healthy tissue.