Global pharma powerhouse Eli Lilly and Company is set to acquire clinical-stage biotech Centessa Pharmaceuticals, in a definitive $6.3 billion cash deal, with potential milestone payments raising the total value to $7.8 billion.

The move aims to accelerate development of a new class of treatments for excessive daytime sleepiness and other neurological disorders.

Centessa is developing orexin receptor 2 (OX2R) agonists, targeting the sleep-wake cycle. Its lead candidate, cleminorexton (formerly ORX750), has shown potential best-in-class results in Phase 2a trials for narcolepsy type 1, narcolepsy type 2, and idiopathic hypersomnia.

The company’s broader OX2R portfolio includes clinical and preclinical assets with potential applications across 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," said Carole Ho, executive vice president and president of Lilly Neuroscience.

"Joining forces with Centessa colleagues means we can now pursue that potential at the speed and scale it deserves."

"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," said Mario Alberto Accardi, CEO of Centessa.

"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."

Under the agreement, Lilly will pay $38 per share in cash, plus a contingent value right (CVR) that could deliver up to $9 per share if key regulatory milestones are met, bringing the potential total per share to $47. The CVR covers FDA approvals for cleminorexton or ORX142 for narcolepsy type 2, idiopathic hypersomnia, and any other indication by January 1, 2030.

Key investors, including Medicxi Ventures, Index Ventures, and General Atlantic, representing roughly 24% of Centessa shares, have signed voting and support agreements to approve the transaction.