Eli Lilly and Company announced a definitive agreement to acquire Aderum Biotechnologies and its leading candidate Ixo-vec.¹ Lilly is expected to pay $3.56 per share, in cash, along with up to $1.78 per CVR in cash, payable upon U.S. approval of Ixo-vec prior to the seventh anniversary of closing.

"We are excited about the potential to join Lilly, with a proven track record in the discovery, development, and commercialization of innovative medicines for chronic and age-related conditions," said Laurent Fischer, M.D., president and chief executive officer of Adverum Biotechnologies. "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."

What are the terms of the agreement?

Per the terms of the definitive agreement, Lilly will commence a tender offer acquiring all of the outstanding shares of Adverum common stock for a per share price of$3.56-per-share in cash, payable at closing.¹ The agreement also includes one non-transferrable contingent value right (CVR), entitling the holder the chance to receive upwards of $8.91 per CVR in cash, following the completion of Ixo-vec’s approval in the US, prior to the seventh anniversary of closing, and the if annual worldwide net sales of Ixo-vec exceeds $1 billion dollars, prior to the tenth anniversary of closing, for the potential to raise the price to upwards of $12.47 per share.¹

Additionally, the transaction is subject to closing conditions listed in both the merger agreement and tender offer documents. It is set to be filed with SEC, including the tender of a majority of the outstanding shares of Adverum's common stock.¹ A closing date is expected to be in Q4 2025, and is subject to satisfaction of the closing conditions. Following the successful closing of the deal, Lilly will acquire any shares of Adverum that are not tendered in the tender offer through a second-step merger for the same consideration as is paid in the tender offer.¹

Adverum enters into Promissory Note

Along with its transaction, Adverum also announced its entered into a Promissory Note with Lilly.¹ The Promissory Note is secured by all of Adverum's assets, including all of its intellectual property rights, while also enabling Adverum to receive a loan upwards of $65 million from Lilly, drawable by Adverum in four installments, and is subject to specified conditions, such as supporting ongoing Ixo-vec clinical trials and registration development activities, prior to the anticipated closing of the transaction.¹ If the transaction is terminated it could lead to a halt in funding obligations, and the Promissory Note would immediately become due, which includes the results of the minimum tender condition not being satisfied.¹

Sources

1. Lilly to Acquire Adverum Biotechnologies Eli Lilly and Company October 24, 2025 https://www.prnewswire.com/news-releases/lilly-to-acquire-adverum-biotechnologies-302593482.html