Eli Lilly and Company and Adverum Biotechnologies, Inc. have entered into a definitive agreement under which Lilly will acquire Adverum Biotechnologies, including its lead product candidate, Ixo-vec. The announcement was made jointly by the companies from Indianapolis and Redwood City, California.
Adverum Biotechnologies is a clinical-stage company developing intravitreal single-administration gene therapies to preserve vision in ocular diseases. Its lead programme, Ixo-vec, is a Phase 3 gene therapy designed to treat vision loss associated with wet age-related macular degeneration (wAMD) with a single intravitreal dose. Ixo-vec aims to deliver continuous and stable intraocular aflibercept levels, reducing the need for frequent anti-VEGF injections.
Ixo-vec is currently being evaluated in the ARTEMIS Phase 3 clinical trial, which has completed screening. The programme has received Fast Track and Regenerative Medicine Advanced Therapy (RMAT) designations from the U.S. Food and Drug Administration, PRIME designation from the European Medicines Agency, and the Innovation Passport from the United Kingdom’s Medicines and Healthcare Products Regulatory Agency.
“Ixo-vec has the potential to transform wAMD 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.”
Laurent Fischer, M.D., president and chief executive officer of Adverum Biotechnologies, stated, “We are excited about the potential to join Lilly, with a proven track record in the discovery, development, and commercialisation of innovative medicines for chronic and age-related conditions. We share Lilly’s commitment to healthy aging and genetic medicines innovation. Their scientific depth and global reach offer the opportunity to accelerate our vision to deliver a transformative One and Done™ therapy that can potentially restore and preserve vision for millions of patients living with wAMD. My deepest appreciation goes out to the entire Adverum team for their expertise, creativity and commitment. We are also grateful to the investigators, patients and caregivers who have contributed to the success of Ixo-vec thus far.”
Under the terms of the merger agreement, Lilly will commence a tender offer to acquire all outstanding shares of Adverum common stock for $3.56 per share in cash at closing, plus one non-transferrable contingent value right (CVR) per share. Each CVR entitles holders to receive up to an additional $8.91 in cash upon achieving two specified milestones, resulting in a total potential per-share consideration of up to $12.47.
The CVR payments include up to $1.78 per CVR upon U.S. approval of Ixo-vec before the seventh anniversary of closing, and up to $7.13 per CVR upon first achievement of annual worldwide net sales of Ixo-vec exceeding $1.0 billion before the tenth anniversary of closing.
The transaction is subject to customary closing conditions, including the tender of a majority of Adverum’s outstanding shares. There is no financing condition attached. The companies expect the transaction to close in the fourth quarter of 2025. If the tender offer closes successfully, Lilly will acquire all remaining shares of Adverum through a second-step merger for the same consideration.
As part of the agreement, Adverum has entered into a Promissory Note with Lilly, secured by all of Adverum’s assets, including intellectual property. The note enables Adverum to access up to $65 million in loans from Lilly in four instalments to support ongoing Ixo-vec clinical trials and registrational development before the anticipated closing. Funding obligations cease if the transaction is terminated, and the note becomes immediately payable.
The transaction was unanimously approved by Adverum’s board of directors following a review of strategic alternatives, which included engagement with potential partners and buyers, and exploration of capital and financing options. The board determined that the merger with Lilly, inclusive of potential CVR value, was in the best interest of Adverum and its shareholders.
For Lilly, Ropes & Gray LLP is serving as legal counsel. For Adverum, Aquilo Partners, L.P. is acting as exclusive financial advisor and Cooley LLP is serving as legal counsel.