0001193125-19-236592 Sample Contracts

INDEMNITY AGREEMENT
Indemnity Agreement • September 3rd, 2019 • Vir Biotechnology, Inc. • Biological products, (no disgnostic substances) • Delaware

THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of [ ], 20[ ], is made by and between VIR BIOTECHNOLOGY, INC., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”). This Agreement terminates any and all previous indemnification agreements entered into by and between the Company and the Indemnitee.

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LEASE AGREEMENT
Lease Agreement • September 3rd, 2019 • Vir Biotechnology, Inc. • Biological products, (no disgnostic substances)

THIS LEASE AGREEMENT (this “Lease”) is made this 30th day of March, 2017, between ARE-SAN FRANCISCO NO. 43, LLC, a Delaware limited liability company (“Landlord”), and VIR BIOTECHNOLOGY, INC., a Delaware corporation (“Tenant”).

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VIR BIOTECHNOLOGY, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT November 29, 2017
Investors’ Rights Agreement • September 3rd, 2019 • Vir Biotechnology, Inc. • Biological products, (no disgnostic substances) • Delaware

THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of November 29, 2017, by and among Vir Biotechnology, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”.

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August 27, 2019 Phil Pang, MD, PhD Dear Phil,
Letter Agreement • September 3rd, 2019 • Vir Biotechnology, Inc. • Biological products, (no disgnostic substances) • California

This letter agreement (the “Agreement”) sets forth the terms and conditions of your continued employment with Vir Biotechnology, Inc. (“VirBio” or the “Company”). This Agreement supersedes and replaces all prior written employment agreements, offer letters, or oral promises regarding the subject matter herein, including, but not limited to, your initial December 5, 2016 offer letter agreement with the Company.

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AGREEMENT AND PLAN OF MERGER dated as of January 2, 2018 by and among VIR BIOTECHNOLOGY, INC., VIR MERGER SUB, INC., AGENOVIR CORPORATION, and DR. STEPHEN R. QUAKE (solely in his capacity as Equityholders Representative)
Agreement and Plan of Merger • September 3rd, 2019 • Vir Biotechnology, Inc. • Biological products, (no disgnostic substances) • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of January 2, 2018 by and among Vir Biotechnology, Inc., a Delaware corporation (“Parent”), Vir Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Agenovir Corporation, a Delaware corporation (the “Company”), and Dr. Stephen R. Quake, solely in his capacity as the Equityholders Representative hereunder (each, a “Party” and collectively the “Parties”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 3rd, 2019 • Vir Biotechnology, Inc. • Biological products, (no disgnostic substances) • New York

THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of August 22, 2017, by and among: VIR BIOTECHNOLOGY, INC., a Delaware corporation (“Purchaser”); HUMABS BIOMED SA, a Swiss corporation limited by shares (the “Company”); the shareholders of the Company set forth on the signature pages hereto (each a “Shareholder” and, collectively, the “Shareholders”); the option holders of the Company set forth on the signature pages hereto (each an “Optionholder” and collectively, the “Optionholders”; each Shareholder and each Optionholder is also referred to herein as a “Securityholder” and any combination of Shareholders and Optionholders are also referred to herein as the “Securityholders”) and Fortis Advisors LLC, a Delaware limited liability company solely in its capacity as the Representative (the “Representative”). Capitalized terms used in this Agreement are defined in Exhibit A.

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VIR BIOTECHNOLOGY, INC. INCENTIVE STOCK OPTION GRANT NOTICE AND AGREEMENT
Rofr Agreement • September 3rd, 2019 • Vir Biotechnology, Inc. • Biological products, (no disgnostic substances) • Delaware

Vir Biotechnology, Inc. (the “Company”), pursuant to its 2016 Equity Incentive Plan (the “Plan”), hereby grants to Participant an Option to purchase the number of shares of the Company’s Common Stock (referred to herein as “Shares”) set forth below. This Option is subject to all of the terms and conditions as set forth herein and in the Incentive Stock Option Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Incentive Stock Option Grant Notice (“Grant Notice”) and the Agreement.

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FIRST AMENDMENT TO LEASE
Lease • September 3rd, 2019 • Vir Biotechnology, Inc. • Biological products, (no disgnostic substances)

THIS FIRST AMENDMENT TO LEASE (this “First Amendment”) is made as of April 10, 2019, by and between ARE-SAN FRANCISCO NO. 43, LLC, a Delaware limited liability company (“Landlord”), and VIR BIOTECHNOLOGY, INC., a Delaware corporation (“Tenant”).

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AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • September 3rd, 2019 • Vir Biotechnology, Inc. • Biological products, (no disgnostic substances)

This AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT (this “Amendment”), entered into as of 17th May, 2019 (the “Amendment Date”), and effective as of the Effective Date, is made and entered into by and between The Rockefeller University, a New York not-for-profit education corporation, with a principal place of business at 1230 York Avenue, New York, NY 10065 (“Rockefeller”, also referred to herein as “Licensor”) and Vir Biotechnology, Inc. a Delaware corporation, with a principal place of business at 499 Illinois Street, Suite 500, San Francisco, CA 94158 (referred to herein as “Licensee”).

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Vir Biotechnology, Inc. Portland, OR 97239
Letter Agreement • September 3rd, 2019 • Vir Biotechnology, Inc. • Biological products, (no disgnostic substances) • Delaware

This letter agreement (the “Agreement”) is to confirm that in connection with the closing of the acquisition of TomegaVax by Vir Biotechnology, Inc. (the “Company”) pursuant to that certain Merger Agreement, dated as of the date hereof, by and among the Company, Vir Merger Sub 1, Inc., Vir Merger Sub 2, Inc., TomegaVax , the Stockholders and Klaus Früh as the Stockholders Representative thereunder (the “Merger Agreement”), and on or about the date hereof and for other good and valuable consideration, the adequacy and sufficiency of which is hereby acknowledged, the Company hereby makes the following covenants to each Stockholder:

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VIR BIOTECHNOLOGY, INC. COMMON STOCK ISSUANCE AGREEMENT
Common Stock Issuance Agreement • September 3rd, 2019 • Vir Biotechnology, Inc. • Biological products, (no disgnostic substances) • Delaware

THIS COMMON STOCK ISSUANCE AGREEMENT (the “Agreement”) is effective as of the 16th day of October, 2017 (the “Effective Date”), by and among VIR BIOTECHNOLOGY, INC., a Delaware corporation (the “Company”), and ALNYLAM PHARMACEUTICALS, INC., a Delaware corporation (“Purchaser” and, together with Company, the “Parties”). Capitalized terms used and not otherwise defined herein shall have the meaning ascribed thereto in the License Agreement (as defined below).

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Contract
Sub-Licence and Collaboration Agreement • September 3rd, 2019 • Vir Biotechnology, Inc. • Biological products, (no disgnostic substances) • New York

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. David A. Vallo Senior Protect Manager MedImmune, LLC...
License and Collaboration Agreement • September 3rd, 2019 • Vir Biotechnology, Inc. • Biological products, (no disgnostic substances)

Re: Sub-License and Collaboration Agreement dated as of March 20, 2012 (“Agreement”) between MedImmune LLC (“MedImmune”) and Humabs BioMed SA (“Humabs”)

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August 27, 2019 George Scangos, PhD Dear George,
Letter Agreement • September 3rd, 2019 • Vir Biotechnology, Inc. • Biological products, (no disgnostic substances) • California

This letter agreement (the “Agreement”) sets forth the terms and conditions of your continued employment with Vir Biotechnology, Inc. (“VirBio” or the “Company”). This Agreement supersedes and replaces all prior written employment agreements, offer letters, or oral promises regarding the subject matter herein, including, but not limited to, your initial December 12, 2016 offer letter agreement with the Company.

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AMENDMENT TO LICENSE AGREEMENT Humabs Biomed, SA And The Institute For Research in Biomedicine February 10, 2012
License Agreement • September 3rd, 2019 • Vir Biotechnology, Inc. • Biological products, (no disgnostic substances)

Whereas, Humabs Biomed SA (“Humabs”) and the Institute for Research in Biodmedicine (“IRB”) are parties to a license agreement dated as of December 16, 2011 (the “License Agreement”).

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PATENT LICENSE AGREEMENT
Patent License Agreement • September 3rd, 2019 • Vir Biotechnology, Inc. • Biological products, (no disgnostic substances) • New York

This PATENT LICENSE AGREEMENT (this “Agreement”), effective as of August 15, 2019 (the “Effective Date”), is made by and between Vir Biotechnology, Inc., a Delaware corporation (“VirBio”), having a principal place of business at 499 Illinois St, San Francisco, CA 94158, and Xencor, Inc., a Delaware corporation (“Xencor”), having a principal place of business at 111 West Lemon Avenue, Monrovia, California 91016. VirBio and Xencor may each be referred to herein individually as a “Party” or collectively as the “Parties”.

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SECOND REVISED AND RESTATED MASTER EXCLUSIVE LICENSE AGREEMENT BETWEEN OHSU AND VIR BIOTECHNOLOGY, INC.
Master Exclusive License Agreement • September 3rd, 2019 • Vir Biotechnology, Inc. • Biological products, (no disgnostic substances) • Oregon

This Second Revised and Restated Master Exclusive License Agreement (this “Agreement”), is between the Oregon Health & Science University, having offices at 0690 SW Bancroft Street, Portland, Oregon 97239 (“OHSU”), and Vir Biotechnology, Inc., a Delaware corporation with a principal business address of 499 Illinois Street, San Francisco, California 94158 (“Licensee”). OHSU and Licensee are herein referred to each as a “Party” and collectively as the “Parties.” This Agreement shall replace in its entirety the Revised and Restated Master Exclusive License Agreement between the Parties, effective as of June 22, 2012 (the “Effective Date”). The Effective Date for this Agreement shall remain the same as for the Revised and Restated Master Exclusive License Agreement.

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AMENDMENT 2 TO SUB-LICENCE AND COLLABORATION AGREEMENT
Sub-Licence and Collaboration Agreement • September 3rd, 2019 • Vir Biotechnology, Inc. • Biological products, (no disgnostic substances)

This Amendment (the “Amendment”) to the Sub-License and Collaboration Agreement dated March 20, 2012 (“Agreement”) is entered into effective as of the last date of signature (the “Amendment Effective Date”), by and between MedImmune, LLC, a Delaware limited liability company, with its principal executive offices located at One MedImmune Way, Gaithersburg, MD 20878 (“MedImmune”) and Humabs BioMed SA. a limited company organized under the laws of Switzerland having its head office at Via Mirasloe 1, bellinzona CH-6500 Switzerland (“Humabs”).

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August 27, 2019 Howard Horn Dear Howard,
Howard Horn • September 3rd, 2019 • Vir Biotechnology, Inc. • Biological products, (no disgnostic substances) • California

This letter agreement (the “Agreement”) sets forth the terms and conditions of your continued employment with Vir Biotechnology, Inc. (“VirBio” or the “Company”). This Agreement supersedes and replaces all prior written employment agreements, offer letters, or oral promises regarding the subject matter herein, including, but not limited to, your initial March 6, 2017 offer letter agreement with the Company.

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LICENSE AGREEMENT between MEDIMMUNE, LLC and VIR BIOTECHNOLOGY, INC. Dated as of September 7, 2018
License Agreement • September 3rd, 2019 • Vir Biotechnology, Inc. • Biological products, (no disgnostic substances) • Delaware

This License Agreement (the “Agreement”) is made and entered into as of September 7, 2018 (the “Effective Date”) by and between MedImmune, LLC, having a place of business at One MedImmune Way, Gaithersburg, MD 20878, United States (“MedImmune”) and Vir Biotechnology, Inc. having a place of business at 499 Illinois Street, 5th Floor, San Francisco, CA 94158 (“Licensee”) and shall become effective on the Effective Date. MedImmune and Licensee are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

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