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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. CONFIDENTIAL EXECUTIO

Key Takeaway: 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. PATENT LICENSE AGREEMENT This PATENT LICENSE AGREEMENT (this Agreement ), effe

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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.
PATENT LICENSE AGREEMENT
This PATENT LICENSE AGREEMENT (this Agreement ), effective as of March 25, 2020 (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
WHEREAS, Xencor has developed expertise in engineering Antibodies;
WHEREAS, Xencor owns and controls certain Patents directed to its half-life extension Fc Region-related technologies, which are [***] of an
Antibody that can be introduced to extend the half-life in vivo of an Antibody;
WHEREAS, VirBio and its Affiliates possess expertise in
discovering, developing, manufacturing, marketing, and selling pharmaceutical products worldwide, including with respect to discovering, developing, and manufacturing Antibodies;
WHEREAS, VirBio intends to develop and commercialize Antibodies for the treatment of severe acute respiratory syndrome caused by
WHEREAS, VirBio desires to obtain from Xencor, and Xencor desires to grant to VirBio, a
non-exclusive license to incorporate Xencor s half-life extension Fc Region-related technologies claimed by the Xencor Patents into Fc Licensed Products, subject to the terms and conditions set forth
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants herein contained, the Parties hereby agree as
this Agreement, the following capitalized terms shall have the meanings indicated in this Article 1 below or elsewhere in this Agreement:
1.1 Affiliate means, with respect to a Person, any other Person that controls, is controlled by, or is under common control
with such Person. For purposes of this Agreement, a Person will be deemed to control another Person if it owns or controls, directly or indirectly, more than 50% of the equity securities of such other Person entitled to vote in the election of
directors (or, in the case that such other Person is not a corporation, for the election of the corresponding managing authority), or otherwise has the power to direct the management and policies of such other Person. The Parties acknowledge that in
the case of certain entities organized under the laws of certain countries outside the United States, the maximum percentage ownership permitted by law for a foreign investor may be less than 50%, and that in such case such lower percentage will be
substituted in the preceding sentence, provided that such foreign investor has the power to direct the management and policies of such entity.
1.2 Antibody means a protein comprising an Fc Region and at least one Fv
Region. For clarity, an Antibody that differs in amino acid sequence will be treated as a distinct Antibody.
means (a) a Biologics License Application as described in 21 C.F.R. 601.2, as amended, (b) a Marketing Authorization Application filed with the EMA or other applicable Regulatory Authority in the EU, or (c) any equivalent
application, registration or certification in any other country or region.
1.4 Business Day means a day other than a
Saturday, Sunday or a bank or other public holiday in California in the United States.
1.5 Change of Control means,
with respect to a Party, (a) a merger or consolidation of such Party with a Third Party that results in the voting securities of such Party outstanding immediately prior thereto, or any securities into which such voting securities have been
converted or exchanged, ceasing to represent at least 50% of the combined voting power of the surviving entity or the parent of the surviving entity immediately after such merger or consolidation, (b) a transaction or series of related
transactions in which a Third Party, together with its Affiliates, becomes the direct or indirect beneficial owner of more than 50% of the combined voting power of the outstanding securities of such Party, or (c) the sale or other transfer to a
Third Party of all or substantially all of such Party s and its controlled Affiliates assets.
Reasonable Efforts means, with respect to the efforts to be expended by VirBio with respect to a Commercial License, that level of efforts and resources, at the relevant point in time, that are of a substantially similar level of effort
and resources expended for the development and commercialization of products that pharmaceutical companies commonly exercise for a product of similar commercial potential at a similar stage in its lifecycle as a Licensed Product, taking into
consideration all relevant factors at the time such efforts are expended, including technical, legal, scientific, and medical factors.
1.7 Control means, with respect to any Patents, the possession, legal authority or right (whether by ownership, license or
sublicense) by a Party (other than by operation of any license granted in this Agreement) to assign or grant to the other Party the licenses, sublicenses or rights to access and use or disclose such Patents as provided for in this Agreement, without
paying any consideration to any Third Party (now or in the future) or violating the terms of any agreement or other arrangement with any Third Party in existence as of the time such Party would be required hereunder to grant such license, sublicense
or rights of access and use.
1.8 Cover , Covering , or Covered means, with respect
to a particular Licensed Product and a relevant Patent, that, but for a license granted to a Person under a claim included in such Patent, the research, development, manufacture, or commercialization of such Licensed Product by such Person would
infringe, or contribute to or induce the infringement of, such claim, or with respect to a Patent application, as if such claim was contained in an issued Patent.
1.9 EMA means the European Medicines Agency and any successor Governmental Authority having substantially the same
1.10 Executive Officer means, for Xencor, its Chief Executive Officer or
his/her senior executive designee, and for VirBio, its Chief Executive Officer or his/her senior executive designee. In the event that the position of any of the Executive Officers no longer exists due to a Change of Control, corporate
reorganization, corporate restructuring or the like, the applicable Executive Officer will be replaced with another executive officer with responsibilities and seniority comparable to the eliminated Executive Officer.
1.11 Fc Licensed Antibody means an Antibody that:
1.12 Fc Licensed Component means an Fc Region that:
1.13 Fc Region means the fragment
crystallizable region of an Antibody (by way of example, [***], and any variant, fragment or portion thereof, including naturally occurring fragments, naturally occurring variants of such fragments and
non-naturally occurring variants of such fragments.
1.14 FDA means the United
States Food and Drug Administration or any successor agency thereto.
1.15 Field means any and all uses and purposes,
including the treatment, palliation, diagnosis or prevention of human or animal disease, disorder or condition.
Commercial Sale means, with respect to a Licensed Product, the first sale by or on behalf of VirBio or any of its Affiliates or Sublicensees to a Third Party of such Licensed Product in a given country following the receipt of Regulatory
Approval for such Licensed Product in such country.
1.17 Fv Region means an antigen binding domain of an antibody containing
a variable heavy region and a variable light region. For clarity, Fv Regions can be [***], each on a different polypeptide sequence.
Governmental Authority means any applicable government authority, court, tribunal, arbitrator, agency, department, legislative body, commission or other instrumentality of (a) any government of any country or territory,
(b) any nation, state, province, county, city or other political subdivision thereof or (c) any supranational body.
Included Target means any component of a coronavirus, including SARS-CoV- 2, SARS-CoV, and MERS-CoV.
1.20 IND means an investigational new drug application, clinical trial
application or equivalent application or submission for approval to conduct human clinical investigations filed with or submitted to the applicable Regulatory Authority in conformance with the requirement of such Regulatory Authority, and any
1.21 Laws means all applicable laws, statutes, rules, regulations, orders, judgments, injunctions,
ordinances or other pronouncements having the binding effect of law of any Governmental Authority.
Compound means an Fc Licensed Antibody that [***] an Included Target.
1.23 Licensed Product means any
product that contains a Licensed Compound as an active ingredient, whether alone or in combination with other active ingredients, and in any form, formulation, dosage, or presentation, and for any mode of delivery; provided that, a Licensed
Product (a) does not include any Antibodies, compounds or products of Xencor or any of its Affiliates other than the Licensed Compound contained in or comprising such Licensed Product and (b) does not bind to [***].
1.24 [] means [].
1.25 [] Agreement means the [] Agreement between [] and Xencor, dated [], as amended from time-to-time.
1.26 [***] Patent means (a) U.S.
Patent Serial Number [***]; (b) all patent applications (including provisional and utility applications) to which it claims priority or claiming priority to or common priority with or based on any of the foregoing, including all divisionals,
continuations, continuations-in-party, patents of addition and substitutions of any of the foregoing; (c) all patents issued or issuing on any of the foregoing, and
all reissues, reexaminations, renewals and extensions of any of the foregoing; (d) all counterparts to the foregoing in other countries; and (e) all supplementary protection certifications, restoration of patent term and other similar
rights of [] or its Affiliates based on any of the foregoing; and (f) all Patents owned or controlled by [] or its Affiliates at any time during the Term that claim []; provided, that, if a claim of a Patent that is a [] Patent
would still read on [], then notwithstanding the foregoing definition of [] Patents, such claim shall be excluded from the definition of [***] Patents.
1.27 Net Sales means, with respect to a Licensed Product, the gross
amounts invoiced for sales of such Licensed Products by or on behalf of VirBio or its Affiliates or Sublicensees to Third Parties (other than to a Sublicensee of VirBio or its Affiliates, unless such Sublicensee or Affiliate is the end user) less
the following deductions [] by VirBio or its Affiliates or Sublicensees, as applicable, with respect to the sale of such Licensed Product []:
Notwithstanding the foregoing, sales between VirBio, its Affiliates, or their respective Sublicensees shall not be included in the
calculation of Net Sales, unless the purchaser is an end user of the Licensed Product.
Each of the deductions set forth above shall be
reasonable and customary, and in no event will any particular amount identified above be deducted more than once in calculating Net Sales.
If a Licensed Product is sold as part of a Combination Product in a country, the Net Sales
with respect to such Combination Product in such country shall be determined by [***] during the applicable reporting period, calculated as set forth above, by the fraction A/(A+B), where A is the weighted average sale price (by sales volume) of the
Licensed Product without the Additional Ingredient(s) in the Combination Product in such country when sold separately, and B is the weighted average sales price of the Additional Ingredient(s) in the Combination Product in such country when sold
separately, in each case in the same dosage and dosage form and in the same country as the Combination Product during the applicable reporting period. If the Additional Ingredient(s) in the Combination Product is not sold separately in such country
during the applicable reporting period, Net Sales shall be calculated by [] of the Combination Product in such country. []. As used in this definition, Combination Product means a Licensed Product that (i) in addition
to a Licensed Compound, contains one (1) or more other active ingredients that do not incorporate an Fc Licensed Component (the Additional Ingredient ) and (ii) is sold for a single price, either as a single unit, in a
single package, or otherwise. A Combination Product shall be deemed a Licensed Product for the purpose of this Agreement.
Patent means all patents and patent applications and all substitutions, divisions, continuations, continuations-in-part, any patent issued with
respect to any such patent applications, any reissue, reexamination, utility models or designs, renewal or extension (including any supplementary protection certificate) of any such patent, and any confirmation patent or registration patent or
patent of addition based on any such patent, and all counterparts thereof in any country.
1.29 Person means any
natural person, corporation, unincorporated organization, partnership, association, sole proprietorship, joint stock company, joint venture, limited liability company, trust or government, or Governmental Authority, or any other similar entity.
1.30 Pricing Approval means, with respect to a Licensed Product, the governmental approval, agreement, determination or
decision of any Governmental Authority establishing prices or level of reimbursement for such Licensed Product that can be charged or reimbursed in regulatory jurisdictions where the applicable Governmental Authorities approve or determine the price
or reimbursement of pharmaceutical products.
Last updated: Jun 19, 2020