Key takeaways:

• Eli Lilly and Company is acquiring Centessa Pharmaceuticals for an upfront cash consideration of approximately $6.3 billion, plus contingent value rights.
• The acquisition expands Lilly’s neuroscience portfolio with Centessa’s orexin receptor 2 (OX2R) agonist pipeline for sleep-wake disorders.
• Centessa’s lead investigational candidate, cleminorexton, has shown a potential best-in-class profile in phase 2a studies for narcolepsy type 1, narcolepsy type 2, and idiopathic hypersomnia.
• The transaction is expected to close in the third quarter of 2026, subject to customary closing conditions and shareholder approval.

Eli Lilly and Company and Centessa Pharmaceuticals plc have announced a definitive agreement for Lilly to acquire Centessa, a clinical-stage company developing a new class of medicines for the treatment of excessive daytime sleepiness and other neurological conditions. Lilly markets Zepbound (tirzepatide), the first and only prescription medicine for adults with moderate-to-severe obstructive sleep apnea and obesity. 

Centessa is advancing a pipeline of orexin receptor 2 (OX2R) agonists designed to address the neurobiological system critical to the sleep-wake cycle to treat excessive daytime sleepiness and disorders of impaired wakefulness. Its lead investigational candidate, cleminorexton (formerly ORX750), has demonstrated a potential best-in-class profile in phase 2a clinical studies across narcolepsy type 1, narcolepsy type 2, and idiopathic hypersomnia. Centessa’s OX2R agonist portfolio also includes additional clinical and preclinical-stage assets with potential utility across a broader range of neurological, neurodegenerative, and neuropsychiatric conditions.

“Orexin receptor biology represents one of the most compelling mechanistic opportunities in neuroscience as a direct intervention on the master switch of the sleep-wake cycle. Centessa has assembled a portfolio with the breadth and depth to improve wakefulness across a broad array of indications,” says Carole Ho, executive vice president and president of Lilly Neuroscience, in a release. “Joining forces with Centessa colleagues means we can now pursue that potential at the speed and scale it deserves.”

Under the terms of the transaction agreement, Lilly will acquire all of the issued and to be issued share capital of Centessa for $38.00 in cash per share, representing an aggregate equity value of approximately $6.3 billion. The deal also includes one non-transferrable contingent value right (CVR) per share that entitles the holder to receive up to an aggregate of $9.00 subject to the achievement of three milestones, representing an additional potential aggregate equity value of approximately $1.5 billion.

The CVR holders would become entitled to receive contingent payments based on US Food and Drug Administration (FDA) approvals. This includes $2.00 per CVR upon US FDA approval of cleminorexton or ORX142 for the treatment of narcolepsy type 2, and $5.00 per CVR upon US FDA approval for idiopathic hypersomnia, both prior to the fifth anniversary of the transaction closing. An additional $2.00 per CVR would be paid upon the first US FDA approval of either candidate for any indication prior to Jan 1, 2030.

“Centessa is at the forefront of orexin science, and we’ve built a potential best-in-class portfolio of OX2R agonists with a level of depth and breadth that could help redefine what’s possible in neuroscience,” says Mario Alberto Accardi, PhD, chief executive officer of Centessa and founder of the Orexin Program, in a release. “By combining Centessa’s team and capabilities with Lilly’s global complementary research, clinical, regulatory, and commercial capabilities, we will seek to accelerate the advancement of our orexin portfolio across a broad range of neuroscience indications for the benefit of patients in need.”

The transaction is expected to close in the third quarter, subject to approval by Centessa shareholders, sanction by the High Court of Justice of England and Wales, and the satisfaction of other customary closing conditions, including regulatory approvals. The boards of directors of both companies have approved the transaction.

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