Eli Lilly and Company announced it will acquire Centessa Pharmaceuticals in a deal valued at approximately $6.3 billion upfront, with additional contingent payments that could bring the total value to about $7.8 billion.
The acquisition is aimed at strengthening Lilly’s neuroscience portfolio, particularly in sleep medicine, by adding Centessa’s pipeline of orexin receptor 2 (OX2R) agonists. These therapies target the biological mechanisms that regulate the sleep-wake cycle and are being developed to treat excessive daytime sleepiness and related neurological conditions.
Centessa’s lead candidate, cleminorexton (formerly ORX750), has shown promising results in Phase 2a studies across narcolepsy type 1, narcolepsy type 2, and idiopathic hypersomnia. The company also has additional clinical and preclinical assets that may extend into broader neurological, neurodegenerative, and neuropsychiatric indications.
Under the terms of the agreement, Lilly will pay $38.00 per share in cash plus one non-transferable contingent value right (CVR) per share, which could add up to $9.00 more depending on regulatory milestones. These milestones include U.S. FDA approvals tied to treatments for narcolepsy type 2, idiopathic hypersomnia, and broader indications by specified deadlines.
The upfront payment represents a premium of about 40.5% over Centessa’s 30-day volume-weighted average share price as of March 30, 2026. The transaction has been approved by both companies’ boards and is expected to close in the third quarter, pending shareholder approval, court sanction in England and Wales, and regulatory clearances.
The deal is also supported by key Centessa shareholders, including affiliates of Medicxi Ventures, Index Ventures, and General Atlantic, which collectively represent approximately 24.1% of the company’s outstanding shares.
Following completion, Lilly plans to integrate Centessa’s capabilities with its own global research, clinical, and commercialization infrastructure to accelerate development of orexin-based therapies and expand treatment options for patients with sleep-wake disorders.
KEY QUOTES:
“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. Joining forces with Centessa colleagues means we can now pursue that potential at the speed and scale it deserves.”
Carole Ho, Executive Vice President And President, Lilly Neuroscience, Eli Lilly and Company
“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. Driven by a bold vision, our team has advanced an innovative portfolio with the speed, rigor and conviction needed to lead a new era of orexin-based therapeutics. Now, we are thrilled to take our next step toward a potential combination with Lilly who shares our vision. 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. I’m incredibly proud of what our team has achieved and deeply grateful to the investigators, study participants, employees and shareholders who have made our progress possible. This milestone reflects not only the strength of our science, but also the transformative potential of our orexin portfolio for patients who urgently need new solutions.”
Mario Alberto Accardi, Chief Executive Officer, Centessa Pharmaceuticals
