Lilly Announces Agreement to Acquire Disarm Therapeutics

Friday, October 16, 2020

Eli Lilly and Company announced a definitive agreement to acquire Disarm Therapeutics, a privately-held biotechnology company creating a new class of disease-modifying therapeutics for patients with axonal degeneration. Disarm has discovered novel, potent SARM1 inhibitors and is advancing them in preclinical development, with the goal of delivering breakthrough treatments to patients with peripheral neuropathy and other neurological diseases such as amyotrophic lateral sclerosis (ALS) and multiple sclerosis.

Axonal degeneration is a common, yet unaddressed, pathology in a broad range of neurological diseases and is known to cause severe sensory, motor, and cognitive symptoms. Disarm's scientific founders, Dr. Jeffrey Milbrandt and Dr. Aaron DiAntonio of Washington University School of Medicine in St Louis, discovered that the SARM1 protein is a central driver of axonal degeneration. Disarm's SARM1 inhibitors are designed to directly prevent the loss of axons.

Under the terms of the agreement, Lilly will acquire Disarm for an upfront payment of $135.0 million. Disarm equityholders may be eligible for up to $1.225 billion in additional future payments for potential development, regulatory and commercial milestones should Lilly successfully develop and commercialize new medicines resulting from the acquisition.

"Lilly continues to seek medicines to treat the debilitating pain and loss of function associated with nerve damage," said Mark Mintun, M.D., vice president of pain and neurodegeneration research at Lilly. "The scientific team at Disarm discovered an important and highly promising approach to combat axonal degeneration. We will move quickly to develop their SARM1 inhibitors into potential medicines for peripheral neuropathy and neurological diseases, such as ALS and multiple sclerosis."

"Disarm's innovative approach to treating axonal degeneration holds tremendous promise for addressing a wide spectrum of neurological diseases, and we have made significant strides toward enabling potentially transformative therapies," said Alvin Shih, M.D., Chief Executive Officer of Disarm. "Lilly is ideally suited to advance this exciting new approach to treating axonal degeneration, and we look forward to seeing patients benefit from the work that Disarm initiated." Disarm was founded by Atlas Venture, Drs. Milbrandt and DiAntonio of Washington University School of Medicine in St. Louis, and Atlas Entrepreneurs-in-Residence Dr. Rajesh Devraj and Dr. Raul Krauss. Lightstone Ventures and AbbVie Ventures co-invested with Atlas to support the foundational work at Disarm.

This transaction will be reflected in Lilly's reported results and financial guidance according to Generally Accepted Accounting Principles (GAAP). There will be no change to Lilly's 2020 non-GAAP earnings per share guidance as a result of this transaction.

Aquilo Partners, L.P. acted as financial advisor and WilmerHale LLP as legal advisor to Disarm on this transaction.

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