TLDR
- Eli Lilly (LLY) announced a deal to buy Orna Therapeutics for up to $2.4 billion in cash to expand its cell therapy capabilities.
- Orna’s lead asset ORN-252 uses circular RNA technology to create CAR-T therapies inside patients’ bodies for autoimmune diseases.
- The platform could eliminate the high costs and complexity of traditional CAR-T treatments that require external cell processing.
- Lilly gains a broad genetic medicine platform with potential applications beyond the initial autoimmune disease focus.
- The transaction includes upfront cash plus milestone payments based on clinical development success.
Eli Lilly struck a deal Monday to acquire Orna Therapeutics for up to $2.4 billion. The move gives Lilly ownership of a promising circular RNA platform designed to treat autoimmune diseases.
Orna has developed technology that uses engineered circular RNA with lipid nanoparticles. This system instructs patients’ bodies to create therapeutic cells internally. No external processing required.
The company’s flagship program is ORN-252, a CD19-targeting CAR-T therapy aimed at B cell-driven autoimmune conditions. The treatment is ready for clinical trials and represents a new class of in vivo cell therapies.
Traditional CAR-T treatments involve extracting cells, modifying them in laboratories, and reinfusing them into patients. That process carries enormous costs and logistical challenges. Scaling these therapies to wider patient populations has proven difficult.
Circular RNA Platform Benefits
Orna’s circular RNA technology may deliver longer-lasting therapeutic protein expression than current platforms. This durability could enable treatments that existing RNA and cell therapy approaches can’t achieve.
Dr. Francisco Ramírez-Valle, Lilly’s head of immunology research, pointed to the limitations of current ex vivo methods. He said the complexity makes it hard to deliver breakthroughs to all patients who need them.
The acquisition provides Lilly with more than a single pipeline asset. The platform opens possibilities for innovation across genetic medicine and in vivo cell engineering. Future applications could extend well beyond autoimmune diseases.
Transaction Details
The deal structure combines an upfront payment with milestone-based payments. Orna shareholders could receive the full $2.4 billion if the company hits specific clinical development targets.
Orna CEO Joe Bolen highlighted the potential to address multiple B cell-driven autoimmune diseases. Partnering with Lilly gives the technology the resources needed to reach its full scope.
Early autologous CAR-T studies have shown promise for autoimmune patients. But the manufacturing burden has limited access to these potentially life-changing treatments. In vivo approaches could solve that problem.
Strategic Implications
The acquisition strengthens Lilly’s immunology portfolio as the company diversifies beyond its obesity and diabetes franchises. Cell therapy represents a fast-growing market with substantial long-term revenue potential.
Orna’s lipid nanoparticle delivery system is considered among the best for getting circular RNA into target cells efficiently. That technology could prove valuable across multiple therapeutic areas.
The circular RNA platform works by resetting the immune system through targeted B cell elimination. By removing the cells driving autoimmune conditions, the therapy aims to provide durable disease control.
Lilly will determine accounting treatment upon closing and reflect the transaction in future financial results. Paul, Weiss, Rifkind, Wharton & Garrison LLP advised Lilly while Lazard and Goodwin Procter LLP represented Orna.
Lilly will acquire all outstanding Orna shares under the definitive agreement announced Monday morning.
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