Eli Lilly Enters Ophthalmology Sector with Acquisition of Adverum Biotechnologies
Eli Lilly and Company and Adverum Biotechnologies announced that they have entered into a definitive agreement for Lilly to acquire Adverum Biotechnologies, including its lead gene therapy product candidate, Ixo-vec.
Ixo-vec is an intravitreal, single-administration gene therapy designed for the treatment of wet age-related macular degeneration (AMD). Unlike current anti-VEGF therapies that require frequent injections, Ixo-vec delivers continuous intraocular aflibercept expression through a single one-time treatment, potentially reducing treatment burden while improving visual outcomes.
Under the terms of the agreement, Lilly will launch a tender offer to acquire all outstanding shares of Adverum common stock for $3.56 per share in cash payable at closing, totaling about $74.7 million, plus one non-transferable contingent value right (CVR), granting up to an additional $8.91 per share in cash upon achievement of two milestones, for a total potential consideration of up to $12.47 per share. The CVR payments include up to $1.78 per CVR upon US approval of Ixo-vec before the seventh anniversary of closing; and up to $7.13 per CVR upon achieving annual worldwide net sales exceeding $1.0 billion prior to the tenth anniversary of closing.
Ixo-vec is currently being evaluated in the ARTEMIS phase 3 trial, which has completed screening. The program has received Fast Track and Regenerative Medicine Advanced Therapy (RMAT) designations from the FDA, PRIME designation from the European Medicines Agency, and an Innovation Passport from the UK Medicines and Healthcare Products Regulatory Agency.
“Ixo-vec has the potential to transform wet AMD treatment from a paradigm of chronic care with repeated intravitreal injections to a convenient one-time therapy,” said Andrew Adams, Lilly group vice president, Molecule Discovery. “We are eager to welcome Adverum colleagues to Lilly and to help accelerate this innovative medicine to patients.”
“We are excited about the potential to join Lilly, with a proven track record in developing and commercializing innovative medicines for chronic and age-related conditions,” added Laurent Fischer, MD, president and CEO of Adverum. “This partnership aligns with our mission to deliver a transformative One and Done therapy that can restore and preserve vision for millions of patients with wAMD.”
The transaction, unanimously approved by Adverum’s Board of Directors, is expected to close in Q4 2025, pending regulatory and customary closing conditions. Lilly will acquire any remaining untendered shares through a second-step merger for the same consideration.
As part of the transaction, Adverum entered into a Promissory Note agreement with Lilly, enabling up to $65 million in secured funding to support ongoing Ixo-vec clinical and registrational activities prior to closing. This facility ensures Adverum’s continued operations and clinical progress as the merger proceeds.
Adverum’s Board conducted a comprehensive strategic review, exploring multiple partnership and financing options before concluding that the Lilly acquisition offers the best long-term value for shareholders.