Johnson & Johnson is paying $785 million upfront to partner with Sail Biomedicines on experimental cell therapies for autoimmune diseases, while securing the exclusive right to acquire the biotech for another $2.58 billion.

The initial payments include a $465 million equity investment. Sail could receive another $140 million if its programs reach certain development milestones, bringing the potential value of the collaboration and acquisition to approximately $3.5 billion. Most of that figure remains conditional: J&J has not committed to buying Sail or disclosed when it might exercise the option.

Sail is developing in vivo CAR-T therapies that reprogram immune cells inside the patient. Conventional CAR-T treatments require clinicians to remove a patient’s cells, modify them in a laboratory, and infuse them back into the body, creating a costly and time-consuming manufacturing process.

Sail’s platform uses engineered RNA and targeted nanoparticles to deliver therapeutic instructions directly to selected immune cells. The company is applying the technology to autoimmune diseases with the goal of resetting the immune system and producing longer-lasting disease control.

“Sail’s innovative platform represents an exciting new approach that seeks to harness the power of CAR-T therapy in a simpler, more scalable way,” said John Reed, Executive Vice President of Innovative Medicine Research & Development at Johnson & Johnson.

The deal gives J&J access to Sail’s lead autoimmune disease program and broader technology platform, with provisions allowing the companies to pursue additional therapeutic targets.

J&J expects the Sail agreements to reduce adjusted earnings per share by approximately $0.18 in 2026 and $1.28 in 2027 if it exercises the acquisition option. Combined with its Firefly Bio acquisition, the deal led J&J to lower its full-year adjusted earnings forecast while leaving its revenue outlook unchanged.

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