Pharma BD Deal Intelligence
Merck paid $150M upfront on up to $3.65B for Orna's circular RNA platform, plus a $100M Series B stake, but Orna's subsequent restructuring — new CEO, layoffs, and a pivot toward in vivo CAR programs — culminated in Eli Lilly agreeing to acquire Orna for up to $2.4B, though Orna said it would keep the Merck collaboration alive.
Outcome grade pending — assessed 5 years post-close.
Full analysis, sources & comparables →Merck on Tuesday announced a research collaboration with Orna Therapeutics worth up to $3.65 billion to develop circular RNA vaccines and therapies for…
Merck is paying as much as $3.65 billion to access Orna Therapeutics' next-generation circular RNA technology, with the pharma giant agreeing to develop…
Merck & Co. Inc. and Orna Therapeutics Inc. have struck a research collaboration and license agreement to develop multiple programs spanning vaccines and…
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Merck and Orna Therapeutics announced a collaboration to discover, develop and commercialize multiple programs (vaccines and therapeutics) in infectious disease and oncology using Orna's circular RNA (oRNA) technology. Orna received $150M upfront, with up to $3.5B in development/regulatory/sales milestones plus royalties; Merck also invested $100M in Orna's $221M Series B. Since signing, Orna restructured significantly: it acquired ReNAgade Therapeutics (May 2024) for its LNP RNA-delivery platform, installed Amit Munshi as CEO, ran multiple layoff rounds (Dec 2023, Nov 2024), and refocused on in vivo CAR (panCAR) programs led by ORN-252, a CD19 in vivo CAR-T for B-cell autoimmune disease (CTA targeted end-2025, first-in-human early-2026); as of Nov 2024 Orna affirmed it would continue the Merck vaccine collaboration. On Feb 9, 2026, Eli Lilly agreed to acquire Orna for up to $2.4B in cash (upfront plus clinical-development milestones), subject to HSR clearance and customary conditions; Lilly is expected to honor Orna's pre-existing Merck and Vertex collaborations, leaving the 2022 Merck oRNA pact in effect under new ownership. No products from the Merck collaboration have been approved; the deal remains in development.
30M US cases/yr · $50.0B Global mRNA/RNA therapeutics + vaccine market peak (2022) · $24.7B Combined Moderna+Pfizer/BioNTech mRNA COVID vaccine 2022 revenue
The Merck-Orna collaboration is a platform deal addressing two umbrella therapeutic areas: prophylactic and therapeutic infectious disease vaccines and oncology immunotherapy candidates - both built on Orna's circular RNA (oRNA) technology. Within infectious disease, the addressable U.S. opportunity is anchored by influenza (~30M annual cases), respiratory syncytial virus (~177,000 hospitalizations annually in adults 65+), SARS-CoV-2 (endemic, ~700,000 hospitalizations 2022 season), CMV, HIV, and pandemic preparedness; the global RNA-vaccine market exceeded $50B at peak COVID and is consolidating around mRNA-LNP platforms with circular RNA as the next-generation iteration aimed at extending intracellular protein expression duration and avoiding 5' cap requirements. Within oncology, the indication scope spans cancer vaccines (personalized neoantigen and shared tumor-associated antigen) and engineered immune-cell therapies, where Merck's KEYTRUDA franchise creates pull for combination biologics that drive durable T-cell responses. Orna's wholly synthetic circular RNA differentiates from linear mRNA by lacking 5' and 3' ends, theoretically enabling longer protein expression and potentially in vivo CAR-T applications - the strategic prize that justifies Merck's $150M upfront commitment.
The RNA therapeutics and vaccine landscape is dominated by linear mRNA-LNP platforms with multiple emerging modalities. Approved/marketed: Comirnaty (BNT162b2, Pfizer/BioNTech), Spikevax (mRNA-1273, Moderna), Onpattro (patisiran siRNA, Alnylam) and Givlaari (givosiran siRNA, Alnylam). Late-stage clinical: mRNA-1345 (RSV, Moderna, Phase 3 ConquerRSV positive), mRNA-1010 (flu, Moderna), BNT161 (flu, Pfizer/BioNTech), mRNA-4157 / V940 (Moderna/Merck personalized neoantigen, Phase 2b positive in melanoma KEYNOTE-942), and BNT122 (BioNTech/Genentech autogene cevumeran). Circular RNA peers include Laronde (oRNA-class, $440M Series B), Orbital Therapeutics (founded 2023 post-deal), VIVO Capital-backed Capstan Therapeutics (in vivo CAR-T mRNA), and Replicate Bioscience (self-amplifying RNA). Self-amplifying / saRNA from Arcturus (ARCT-154, COVID, KOSTAIVE approved Japan) and Gritstone bio (samRNA platform). Merck's existing in-house RNA strategy includes the Moderna mRNA-4157/V940 personalized cancer vaccine partnership announced 2022 - the Orna deal builds optionality on circular RNA modality next to that linear mRNA bet.
Lilly agreed (Feb 9, 2026) to acquire Merck's oRNA collaboration partner Orna Therapeutics for up to $2.4B cash (upfront + clinical milestones), subject to HSR. Lilly is expected to honor Orna's pre-existing Merck and Vertex collaborations, so the 2022 Merck oRNA pact continues under new ownership. Acquisition not yet confirmed closed as of June 2026.
| Deal | Year | Value | Outcome |
|---|---|---|---|
| Merck & Co. Inc. / Orna Therapeutics, Inc. (this deal) | 2022 | $3.6B | — |
| Merck & Co. Inc. / Acceleron Pharma Inc. | 2021 | $11.5B | 90 |
| Merck & Co. Inc. / Peloton Therapeutics Inc. | 2019 | $2.2B | 88 |
| Merck & Co. Inc. / AstraZeneca PLC | 2017 | $8.5B | 87 |
| Merck & Co. Inc. / Moderna, Inc. | 2022 | $250M | 86 |
| Merck & Co. Inc. / Moderna, Inc. | 2016 | $250M | 84 |
| Merck & Co. Inc. / Eisai Co., Ltd. | 2018 | $5.8B | 83 |
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