Eli Lilly to acquire Centessa in a $7.8B deal, strengthening its neuroscience pipeline with cleminorexton, an OX2R agonist showing promising Phase 2 results in narcolepsy and idiopathic hypersomnia.
Written By: Sana Khan BPharm
Reviewed By: Pharmacally Editorial Team
Eli Lilly and Company plans to strengthen its neuroscience pipeline by acquiring Centessa Pharmaceuticals, supported by encouraging clinical progress of its lead orexin-based therapy.
Centessa’s lead candidate, cleminorexton (formerly ORX750), is an oral orexin receptor 2 (OX2R) agonist designed to improve wakefulness by targeting the sleep–wake cycle. In Phase 2a studies, the drug has shown promising results in narcolepsy type 1 (NT1), narcolepsy type 2 (NT2), and idiopathic hypersomnia (IH), all characterized by excessive daytime sleepiness.
By activating OX2R, cleminorexton targets the core pathway that regulates wakefulness. Early data suggest it may offer a differentiated and potentially best-in-class profile for patients with limited treatment options. Centessa is also developing a broader portfolio of OX2R agonists across clinical and preclinical stages, with potential applications beyond sleep disorders into neurological, neurodegenerative, and psychiatric conditions. Lilly views this approach as a direct way to address impaired wakefulness through a well-defined biological mechanism.
Carole Ho, Executive Vice President and President of Lilly Neuroscience, highlighted orexin receptor biology as a key opportunity in neuroscience, noting that it targets the “master switch” of the sleep–wake cycle. She added that combining with Centessa will help advance these therapies faster and at greater scale.
Mario Alberto Accardi, Chief Executive Officer of Centessa and Founder of its Orexin Program, said the company has built a strong and potentially best-in-class OX2R agonist portfolio. He noted that partnering with Lilly will accelerate development across multiple neuroscience indications by leveraging Lilly’s global research, clinical, regulatory, and commercial capabilities, with the goal of delivering new treatment options for patients.
To advance this portfolio, Lilly has entered into a definitive agreement to acquire Centessa. Under the deal, Lilly will pay $38.00 per share in cash, along with a non-transferable contingent value right (CVR) of up to $9.00 per share, bringing the total potential value to approximately $7.8 billion. The upfront payment values Centessa at about $6.3 billion, representing a premium of roughly 40.5% over its recent 30-day volume-weighted average share price.
The additional CVR payments are tied to key regulatory milestones, including U.S. FDA approvals of cleminorexton or related candidates for narcolepsy type 2 and idiopathic hypersomnia within five years, as well as approval in any indication before 2030.
The transaction will be completed through a UK scheme of arrangement and is expected to close in the third quarter of 2026, subject to shareholder approval, court sanction, and regulatory clearances. Both companies’ boards have approved the deal, and key investors have already expressed support.
Once completed, Lilly plans to use its global development and commercial capabilities to accelerate Centessa’s orexin programs, aiming to bring new treatment options to patients with sleep–wake disorders and related conditions.
Reference
Lilly to acquire Centessa Pharmaceuticals to advance treatments for sleep-wake disorders, 31 March 2026, Lilly to acquire Centessa Pharmaceuticals to advance treatments for sleep-wake disorders | Eli Lilly and Company
Lilly to acquire Centessa Pharmaceuticals to advance treatments for sleep-wake disorders, 31 March 2026, https://investors.centessa.com/news-releases/news-release-details/lilly-acquire-centessa-pharmaceuticals-advance-treatments-sleep
About the Writer
Sana Jamil Khan is a B.Pharm graduate with a strong interest in medical writing and scientific communication. Her work focuses on interpreting clinical research, exploring developments in pharmaceutical science, and presenting complex medical information in a clear and accessible manner. She is particularly interested in topics related to human clinical studies, drug safety observations, and emerging therapeutic research.
