Eli Lilly and Company has announced a definitive agreement to acquire Centessa Pharmaceuticals in a transaction valued at approximately $6.3 billion upfront, with additional milestone-based payments that could increase the total deal value to nearly $7.8 billion.
The acquisition reflects Lilly’s growing focus on neuroscience and its ambition to expand into innovative treatments targeting sleep and wakefulness disorders. Centessa is developing a pipeline of orexin receptor 2 (OX2R) agonists, a novel class of therapies designed to regulate the sleep-wake cycle by acting on a key neurobiological system responsible for maintaining alertness.
At the center of Centessa’s portfolio is cleminorexton (formerly ORX750), an investigational therapy that has shown promising results in Phase 2a clinical studies. The drug is being evaluated for conditions such as narcolepsy type 1, narcolepsy type 2, and idiopathic hypersomnia—disorders characterized by excessive daytime sleepiness and impaired wakefulness. Early data suggest the candidate may offer a best-in-class profile, positioning it as a potentially transformative treatment option.
Beyond cleminorexton, Centessa’s pipeline includes additional clinical and preclinical OX2R agonists with potential applications across a broader spectrum of neurological, neurodegenerative, and neuropsychiatric conditions. Lilly believes these assets could significantly enhance its neuroscience portfolio and accelerate innovation in an area with high unmet medical need.
Under the terms of the agreement, Lilly will acquire all outstanding shares of Centessa for $38.00 per share in cash. Shareholders will also receive a non-transferable contingent value right (CVR), which could deliver up to an additional $9.00 per share if certain regulatory milestones are achieved. These milestones are tied to potential approvals by the U.S. Food and Drug Administration for Centessa’s lead or follow-on therapies across multiple indications.
The upfront cash offer represents a premium of more than 40% over Centessa’s recent average trading price, highlighting Lilly’s confidence in the company’s scientific platform and future growth potential. The transaction has been approved by the boards of both companies and is expected to close in the third quarter of 2026, subject to shareholder approval, regulatory clearances, and court sanction in the United Kingdom.
Industry observers note that orexin biology is emerging as a highly promising target in neuroscience, offering a direct mechanism to influence the brain’s “wakefulness switch.” By combining Centessa’s expertise in orexin science with Lilly’s global capabilities in research, development, and commercialization, the deal is expected to accelerate the delivery of new therapies to patients suffering from sleep disorders and related neurological conditions.
The acquisition marks another strategic move by Lilly to strengthen its pipeline and diversify its portfolio, particularly in areas of high scientific innovation and unmet patient need.