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Item 9A. Controls and Procedures

2024-02-26 compared with 2023-02-28 · 163 added, 167 removed, 183 unchanged (64% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures.

Our management, with the participation and supervision of our Chief Executive Officer and our Chief Financial Officer, have evaluated our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) under the Exchange Act as of the end of the period covered by this Annual Report on Form 10-K.

Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, as of the end of the period covered by this Annual Report on Form 10-K, our disclosure controls and procedures were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Our management, with the participation and supervision of our Chief Executive Officer and our Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K.

Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Management’s Report on Internal Control Over Financial Reporting

Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, as of the end of the period covered by this Annual Report on Form 10-K, our disclosure controls and procedures were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information was accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) under the Exchange Act).

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Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting based on the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control—Integrated Framework (2013 Framework).

Based on our assessment, we concluded that our internal control over financial reporting was effective as of December 31, 2022.

Based on our assessment, our management concluded that our internal control over financial reporting was effective as of December 31, 2023.

The effectiveness of our internal control over financial reporting has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their attestation report herein, which expresses an unqualified opinion on the effectiveness of our internal control over financial reporting as of December 31, 2023.

Changes in Internal Control Over Financial Reporting

Remediation of Previously Reported Material Weakness

A material weakness, as defined in Rule 12b-2 under the Exchange Act, is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis.

In connection with our preparation of our financial statements as of and for the quarter ended June 30, 2022, we identified a material weakness in our internal control over financial reporting.

With respect to the determination of the estimated profit-sharing amount to be constrained under the definitive collaboration agreement dated June 9, 2020, or the 2020 GSK Agreement, between the Company and Glaxo Wellcome UK Limited and GlaxoSmithKline Biologicals S.A.

(individually and collectively referred to as GSK), our management review control procedures were not designed in a manner that would ensure relevant information and key judgments are obtained and analyzed at the appropriate level of precision, on a timely basis, between non-financial personnel and those

responsible for financial reporting as of June 30, 2022.

Management concluded that the control deficiency represented a material weakness as of June 30, 2022.

Following the identification of the material weakness in our internal controls over financial reporting as of June 30, 2022, we prepared a remediation action plan and implemented that plan to improve the controls related to the determination of the estimated profit-sharing amount to be constrained under the 2020 GSK Agreement, which included the following actions:

We enhanced communication procedures and the timeliness of those procedures between non-financial personnel and those responsible for financial reporting related to relevant business information.

We designed specific procedures, at the appropriate level of precision, to review and ensure the completeness of the Company’s analysis, including the analysis of material assumptions, resulting in comprehensive documentation supporting management’s judgments and ensuring the completeness and the accuracy of the underlying information.

During the fourth quarter of 2022, we successfully completed the testing necessary to conclude that the material weakness has been remediated.

The material weakness had no impact on any amounts reported in the financial statements for the fiscal year ended December 31, 2022 or for any previous period.

There have been no changes in our internal control over financial reporting that occurred during our fourth fiscal quarter ended December 31, 2022 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during our quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Vir Biotechnology, Inc.

To the Stockholders and the Board of Directors of Vir Biotechnology, Inc.

Opinion on Internal Control Over Financial Reporting

We have audited Vir Biotechnology, Inc.’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

We have audited Vir Biotechnology, Inc.’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Vir Biotechnology, Inc.

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related consolidated statements of operations, consolidated statements of comprehensive income (loss), consolidated statements of stockholders’

equity and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and our report dated February 28, 2023 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive (loss) income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and our report dated February 26, 2024 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

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Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

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Other Information.

Disclosu re Regarding Foreign Jurisdictions that Prevent Inspections.

On October 20, 2023 , Dr.

George Scangos , one of our directors, adopted a Rule 10b5-1 trading plan for the sale of our common stock that is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c) (the “Scangos Trading Plan”).

The Scangos Trading Plan provides for two market order sales of 100% of the net shares deposited to Dr.

Scangos after a mandatory sell-to-cover of shares occurs to generate funds to satisfy the Company’s tax withholding obligation in connection with two restricted stock unit awards with scheduled vesting dates of February 16, 2024 and February 22, 2024, respectively.

Pursuant to these two restricted stock awards, 27,750 shares of our common stock will have vested on each of those dates (for an aggregate of 55,500 shares of our common stock), which aggregate amount includes all the shares subject to the Scangos Trading Plan.

The Scangos Trading plan will expire upon the earlier of (i) the date all sales contemplated by the Scangos Trading Plan have been executed, or (ii) December 31, 2024.

None of our other directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) entered into or terminated a Rule 10b5-1 trading arrangement or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the fourth quarter of 2023.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

Directors, Executive Off icers and Corporate Governance.

The information required by this item is incorporated by reference to the information set forth in the sections titled “Proposal 1—Election of Directors,”

“Information Regarding the Board of Directors and Corporate Governance—Code of Business Conduct and Ethics,”

“Delinquent Section 16(a) Reports,”

“Information Regarding the Board of Directors and Corporate Governance—Nominating and Corporate Governance Committee”

and “Information Regarding the Board of Directors and Corporate Governance—Audit Committee”

in our definitive proxy statement for our 2023 Annual Meeting of Stockholders, or the Proxy Statement.

Executiv e Compensation.

The information required by this item is incorporated by reference to the information set forth in the sections titled “Executive Compensation”

(except for the section titled “Executive Compensation—Pay Versus Performance”) in our Proxy Statement.

Security Ownership of Certain Beneficial Own ers and Management and Related Stockholder Matters.

The information required by this item is incorporated by reference to the information set forth in the sections titled “Security Ownership of Certain Beneficial Owners and Management”

and “Executive Compensation—Equity Compensation Plan Information”

in our Proxy Statement.

Directors, Executive Officers and Corporate Governance.

The information required by this item is incorporated by reference to the information set forth in the sections titled “Proposal 1—Election of Directors,” “Information Regarding the Board of Directors and Corporate Governance—Code of Business Conduct and Ethics,” “Delinquent Section 16(a) Reports,” “Information Regarding the Board of Directors and Corporate Governance—Nominating and Corporate Governance Committee” and “Information Regarding the Board of Directors and Corporate Governance—Audit Committee” in our definitive proxy statement for our 2024 Annual Meeting of Stockholders, or the Proxy Statement.

Executive Compensation.

The information required by this item is incorporated by reference to the information set forth in the sections titled “Executive Compensation” in our Proxy Statement.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information required by this item is incorporated by reference to the information set forth in the sections titled “Security Ownership of Certain Beneficial Owners and Management” and “Executive Compensation—Equity Compensation Plan Information” in our Proxy Statement.

Certain Relationships and Related Transactions, and Director Independence.

and “Transactions with Related Persons”

in our Proxy Statement.

Principal Accoun ting Fees and Services.

The information required by this item is incorporated by reference to the information set forth in the section titled “Proposal 3—Ratification of Selection of Independent Registered Public Accounting Firm”

in our Proxy Statement.

Exhibits, Financ ial Statement Schedules.

The information required by this item is incorporated by reference to the information set forth in the sections titled “Information Regarding the Board of Directors and Corporate Governance—Independence of the Board of Directors,” Information Regarding the Board of Directors and Corporate Governance—Audit Committee,” Information Regarding the Board of Directors and Corporate Governance—Compensation Committee,” Information Regarding the Board of Directors and Corporate Governance—Nominating and Corporate Governance Committee” and “Transactions with Related Persons” in our Proxy Statement.

Principal Accounting Fees and Services.

The information required by this item is incorporated by reference to the information set forth in the section titled “Proposal 3—Ratification of Appointment of Independent Registered Public Accounting Firm” in our Proxy Statement.

Exhibits, Financial Statement Schedules.

The financial statements, financial statement schedules and exhibits filed as part of this Annual Report on Form 10-K are as follows:

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(a)(3) Exhibits

Amended and Restated Certificate of Incorporation of the Company (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No.

001-39083), filed with the SEC on October 16, 2019).

Amended and Restated Bylaws of the Company (incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No.

Number Description

3.1 Amended and Restated Certificate of Incorporation of the Company (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No.

001-39083), filed with the SEC on October 16, 2019).

Form of Common Stock Certificate of the Company (incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (File No.

3.2 Amended and Restated Bylaws of the Company (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No.

001-39083), filed with the SEC on March 8, 2023).

4.1 Form of Common Stock Certificate of the Company (incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (File No.

333-233604), filed with the SEC on September 30, 2019).

Amended and Restated Investors’

Rights Agreement, by and among the Company and certain of its stockholders, dated November 29, 2017 (incorporated herein by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1 (File No.

4.2 Amended and Restated Investors’ Rights Agreement, by and among the Company and certain of its stockholders, dated November 29, 2017 (incorporated herein by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1 (File No.

333-233604), filed with the SEC on September 3, 2019).

Description of Capital Stock (incorporated herein by reference to Exhibit 4.4 to the Company’s Form 10-K (File No.

4.3 Description of Capital Stock (incorporated herein by reference to Exhibit 4.4 to the Company’s Form 10-K (File No.

001-39083), filed with the SEC on March 26, 2020).

10.1+ Vir Biotechnology, Inc.

2019 Equity Incentive Plan, (incorporated herein by reference to Exhibit 4.8 to the Company’s Form S-8 (File No.

333-234212), filed with the SEC on October 15, 2019).

2019 Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 4.11 to the Company’s Form S-8 (File No.

10.2+ 2019 Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 4.11 to the Company’s Form S-8 (File No.

33-234212), filed with the SEC on October 15, 2019).

Form of Indemnity Agreement by and between the Company and its directors and executive officers (incorporated herein by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (File No.

10.3+ Form of Indemnity Agreement by and between the Company and its directors and executive officers (incorporated herein by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (File No.

333-233604), filed with the SEC on September 3, 2019) .

10.4+ Forms of Option Grant Notice and Option Agreement under Vir Biotechnology, Inc.

2019 Equity Incentive Plan, (incorporated herein by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1 (File No.

333-233604), filed with the SEC on September 3, 2019).

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10.6+ Vir Biotechnology, Inc.

2016 Equity Incentive Plan, as amended (incorporated herein by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1 (File No.

333-233604), filed with the SEC on September 3, 2019).

10.7+ Forms of Incentive Stock Option Notice and Agreement, Non-Qualified Stock Option Notice and Agreement, Restricted Stock Agreement, Restricted Stock Agreement and Restricted Stock Purchase Agreement under the Vir Biotechnology, Inc.

2016 Equity Incentive Plan, as amended (incorporated herein by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1 (File No.

333-233604), filed with the SEC on September 3, 2019).

Non-Employee Director Compensation Policy.

Amended and Restated Employment Letter Agreement between the Company and George Scangos, dated August 27, 2019 (incorporated herein by reference to Exhibit 10.9 to the Company’s Registration Statement on Form S-1 (File No.

333-233604), filed with the SEC on September 3, 2019).

Amended and Restated Employment Letter Agreement between the Company and Howard Horn, dated August 27, 2019 (incorporated herein by reference to Exhibit 10.10 to the Company’s Registration Statement on Form S-1 (File No.

333-233604), filed with the SEC on September 3, 2019).

Amended and Restated Employment Letter Agreement between the Company and Phil Pang, dated August 27, 2019 (incorporated herein by reference to Exhibit 10.12 to the Company’s Registration Statement on Form S-1 (File No.

2016 Equity Incentive Plan, as amended (incorporated herein by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1 (File No.

333-233604), filed with the SEC on September 3, 2019).

Amended and Restated Employment Letter Agreement between the Company and Herbert Virgin, dated September 3, 2019 (incorporated herein by reference to Exhibit 10.14 to the Company’s Registration Statement on Form S-1 (File No.

10.8+ Non-Employee Director Compensation Policy (incorporated herein by reference to Exhibit 10.

8 to the Company’s Form 10- K (File No.

001-39083), filed with the SEC on February 28 , 2023) .

10.9+ Offer Letter between the Company and Marianne De Backer, dated January 19, 2023 (incorporated herein by reference to Exhibit 10.1 to the Company ’ s Form 10-Q (File No.

001-39083) , filed with the SEC on May 8, 2023) .

10.10+ Offer Letter between the Company and Sung Lee, dated February 13, 2023 (incorporated herein by reference to Exhibit 10.

2 to the Company’s Form 10-Q (File No.

001-39083), filed with the SEC on May 8, 2023) .

10.11+ Amended and Restated Employment Letter Agreement between the Company and Phil Pang, dated August 27, 2019 (incorporated herein by reference to Exhibit 10.12 to the Company’s Registration Statement on Form S-1 (File No.

333-233604), filed with the SEC on September 3, 2019).

Employment Letter Agreement between the Company and Steven Rice, dated August 22, 2019 (incorporated herein by reference to Exhibit 10.3 to the Company’s Form 10-Q (File No.

001-39083), filed with the SEC on November 10, 2020).

Promotion Letter Agreement between the Company and Steven Rice, dated July 30, 2020 (incorporated herein by reference to Exhibit 10.4 to the Company’s Form 10-Q (File No.

001-39083), filed with the SEC on November 10, 2020).

10.12+ Amended and Restated Employment Letter Agreement between the Company and Ann (Aine) M.

Hanly, dated May 4, 2021 (incorporated herein by reference to Exhibit 10.6 to the Company’s Form 10-Q (File No.

001-39083), filed with the SEC on May 6, 2021).

1 unchanged sentence

001-39803), filed with the SEC on May 5, 2022).

Agreement on Transfer of Employment and Amendment of Employment Agreement between Humabs BioMed SA, Vir Biotechnology International GmbH and Johanna Friedl-Naderer, dated December 19, 2022.

10.14+ Agreement on Transfer of Employment and Amendment of Employment Agreement between Humabs BioMed SA, Vir Biotechnology International GmbH and Johanna Friedl-Naderer, dated December 19, 2022 (incorporated herein by reference to Exhibit 10.1 7 to the Company's Form 10- K (File No.

001-39803), filed with the SEC on February 28, 2023 ) .

10.15+ Separation Agreement between Vir Biotechnology International GmbH and Johanna Friedl-Naderer, dated September 23, 2023 (incorporated herein by reference to Exhibit 10.2 to the Company’s Form 10-Q (File No.

001-39083), filed with the SEC on November 3, 2023) .

10.16+ Vir Biotechnology, Inc.

Change in Control and Severance Benefit Plan (incorporated herein by reference to Exhibit 10.15 to the Company’s Registration Statement on Form S-1 (File No.

333-233604), filed with the SEC on September 3, 2019).

Collaboration, Option, and License Agreement between the Company and Brii Biosciences Limited (previously named BiiG Therapeutics Limited), dated May 23, 2018 (incorporated herein by reference to Exhibit 10.16 to the Company’s Registration Statement on Form S-1 (File No.

10.17+ Amended and Restated Employment Letter Agreement between the Company and George Scangos, dated August 27, 2019 (incorporated herein by reference to Exhibit 10.9 to the Company’s Registration Statement on Form S-1 (File No.

333-233604), filed with the SEC on September 3, 2019).

Collaboration and License Agreement between the Company and Alnylam Pharmaceuticals, Inc., dated October 16, 2017 (incorporated herein by reference to Exhibit 10.17 to the Company’s Registration Statement on Form S-1 (File No.

10.18+ Amended and Restated Employment Letter Agreement between the Company and Howard Horn, dated August 27, 2019 (incorporated herein by reference to Exhibit 10.10 to the Company’s Registration Statement on Form S-1 (File No.

333-233604), filed with the SEC on September 3, 2019).

Amendment No.1 to the Collaboration and License Agreement between the Company and Alnylam Pharmaceuticals, Inc., dated December 17, 2019 (incorporated herein by reference to Exhibit 10.19 to the Company’s Form 10-K (File No.

10.19† Collaboration, Option, and License Agreement between the Company and Brii Biosciences Limited (previously named BiiG Therapeutics Limited), dated May 23, 2018 (incorporated herein by reference to Exhibit 10.16 to the Company’s Registration Statement on Form S-1 (File No.

333-233604), filed with the SEC on September 3, 2019).

10.20† Collaboration and License Agreement between the Company and Alnylam Pharmaceuticals, Inc., dated October 16, 2017 (incorporated herein by reference to Exhibit 10.17 to the Company’s Registration Statement on Form S-1 (File No.

333-233604), filed with the SEC on September 3, 2019).

10.21† Amendment No.1 to the Collaboration and License Agreement between the Company and Alnylam Pharmaceuticals, Inc., dated December 17, 2019 (incorporated herein by reference to Exhibit 10.19 to the Company’s Form 10-K (File No.

001-39083), filed with the SEC on March 26, 2020).

Amendment No.2 to the Collaboration and License Agreement between the Company and Alnylam Pharmaceuticals, Inc., dated March 3, 2020 (incorporated herein by reference to Exhibit 10.20 to the Company’s Form 10-K (File No.

10.22† Amendment No.2 to the Collaboration and License Agreement between the Company and Alnylam Pharmaceuticals, Inc., dated March 3, 2020 (incorporated herein by reference to Exhibit 10.20 to the Company’s Form 10-K (File No.

001-39083), filed with the SEC on March 26, 2020).

Amendment No.3 to the Collaboration and License Agreement between the Company and Alnylam Pharmaceuticals, Inc., dated April 1, 2020 (incorporated herein by reference to Exhibit 10.21 to the Company’s Registration Statement on Form S-1 (File No.

10.23† Amendment No.3 to the Collaboration and License Agreement between the Company and Alnylam Pharmaceuticals, Inc., dated April 1, 2020 (incorporated herein by reference to Exhibit 10.21 to the Company’s Registration Statement on Form S-1 (File No.

333-239689), filed with the SEC on July 6, 2020).

1 unchanged sentence

001-39083), filed with the SEC on February 25, 2021).

Common Stock Issuance Agreement between the Company and Alnylam Pharmaceuticals, Inc., dated October 16, 2017 (incorporated herein by reference to Exhibit 10.18 to the Company’s Registration Statement on Form S-1 (File No.

10.25† Common Stock Issuance Agreement between the Company and Alnylam Pharmaceuticals, Inc., dated October 16, 2017 (incorporated herein by reference to Exhibit 10.18 to the Company’s Registration Statement on Form S-1 (File No.

333-233604), filed with the SEC on September 3, 2019).

10.26† Amendment No.

1 to the Common Stock Issuance Agreement between the Company and Alnylam Pharmaceuticals, Inc., dated December 17, 2019 (incorporated herein by reference to Exhibit 10.22 to the Company’s Form 10-K (File No.

001-39083), filed with the SEC on March, 26, 2020).

Letter Agreement between the Company and Alnylam Pharmaceuticals, Inc., dated November 13, 2018 (incorporated herein by reference to Exhibit 10.19 to the Company’s Registration Statement on Form S-1 (File No.

10.27† Letter Agreement between the Company and Alnylam Pharmaceuticals, Inc., dated November 13, 2018 (incorporated herein by reference to Exhibit 10.19 to the Company’s Registration Statement on Form S-1 (File No.

333-233604), filed with the SEC on September 3, 2019).

License Agreement between the Company and MedImmune, LLC, dated September 7, 2018 (incorporated herein by reference to Exhibit 10.20 to the Company’s Registration Statement on Form S-1 (File No.

10.28† License Agreement between the Company and MedImmune, LLC, dated September 7, 2018 (incorporated herein by reference to Exhibit 10.20 to the Company’s Registration Statement on Form S-1 (File No.

333-233604), filed with the SEC on September 3, 2019).

2 unchanged sentences

001-39083), filed with the SEC on February 25, 2021).

Second Revised and Restated Master License Agreement between the Company and Oregon Health & Science University, dated August 27, 2019 (incorporated herein by reference to Exhibit 10.21 to the Company’s Registration Statement on Form S-1 (File No.

10.30† Second Revised and Restated Master License Agreement between the Company and Oregon Health & Science University, dated August 27, 2019 (incorporated herein by reference to Exhibit 10.21 to the Company’s Registration Statement on Form S-1 (File No.

333-233604), filed with the SEC on September 3, 2019).

10.31† Letter Agreement between the Company and the stockholders of TomegaVax, Inc.

set forth therein, dated September 12, 2016 (incorporated herein by reference to Exhibit 10.22 to the Company’s Registration Statement on Form S-1 (File No.

333-233604), filed with the SEC on September 3, 2019).

10.32† Agreement and Plan of Merger between the Company, Vir Merger Sub, Inc., Agenovir Corporation, and Dr.

Quake, dated January 2, 2018 (incorporated herein by reference to Exhibit 10.23 to the Company’s Registration Statement on Form S-1 (File No.

333-233604), filed with the SEC on September 3, 2019).

Securities Purchase Agreement between the Company, Humabs BioMed SA, the shareholders of Humabs set forth therein, the option-holders of Humabs set forth therein and Fortis Advisors LLC and certain Securityholders, dated August 22, 2017 (incorporated herein by reference to Exhibit 10.24 to the Company’s Registration Statement on Form S-1 (File No.

10.33† Securities Purchase Agreement between the Company, Humabs BioMed SA, the shareholders of Humabs set forth therein, the option-holders of Humabs set forth therein and Fortis Advisors LLC and certain Securityholders, dated August 22, 2017 (incorporated herein by reference to Exhibit 10.24 to the Company’s Registration Statement on Form S-1 (File No.

333-233604), filed with the SEC on September 3, 2019).

Grant Agreement between the Company and the Bill & Melinda Gates Foundation, dated January 26, 2018 (incorporated herein by reference to Exhibit 10.26 to the Company’s Registration Statement on Form S-1 (File No.

10.34† Grant Agreement between the Company and the Bill & Melinda Gates Foundation, dated January 26, 2018 (incorporated herein by reference to Exhibit 10.26 to the Company’s Registration Statement on Form S-1 (File No.

333-233604), filed with the SEC on September 3, 2019).

10.35† Amendment No.

1 to the Grant Agreement between the Company and the Bill & Melinda Gates Foundation, dated April 18, 2019 (incorporated herein by reference to Exhibit 10.31 to the Company’s Form 10-K (File No.

001-39083), filed with the SEC on March 26, 2020).

10.36† Amendment No.

2 to the Grant Agreement between the Company and the Bill & Melinda Gates Foundation, dated February 24, 2020 (incorporated herein by reference to Exhibit 10.32 to the Company’s Form 10-K (File No.

001-39083), filed with the SEC on March 26, 2020).

8 unchanged sentences

001-39083), filed with the SEC on August 5, 2021).

Grant Agreement between the Company and the Bill & Melinda Gates Foundation, dated March 16, 2018 (incorporated herein by reference to Exhibit 10.27 to the Company’s Registration Statement on Form S-1 (File No.

10.40† Grant Agreement between the Company and the Bill & Melinda Gates Foundation, dated March 16, 2018 (incorporated herein by reference to Exhibit 10.27 to the Company’s Registration Statement on Form S-1 (File No.

333-233604), filed with the SEC on September 3, 2019).

10.41† Amendment No.

1 to the Grant Agreement between the Company and the Bill & Melinda Gates Foundation, dated April 22, 2019 (incorporated herein by reference to Exhibit 10.34 to the Company’s Form 10-K (File No.

001-39083), filed with the SEC on March 26, 2020).

10.42† Amendment No.

2 to the Grant Agreement between the Company and the Bill & Melinda Gates Foundation, dated October 28, 2019 (incorporated herein by reference to Exhibit 10.35 to the Company’s Form 10-K (File No.

001-39083), filed with the SEC on March 26, 2020).

10.43† Amendment No.

3 to the Grant Agreement between the Company and the Bill & Melinda Gates Foundation, dated May 29, 2020 (incorporated herein by reference to Exhibit 10.12 to the Company’s Form 10-Q (File No.

001-39083), filed with the SEC on August 11, 2020).

3 unchanged sentences

10.45† Amendment No.

5 to Grant Agreement between the Company and the Bill & Melinda Gates Foundation, dated December 8, 2021 (incorporated herein by reference to Exhibit 10.43 to the Company’s Form 10-K (File No.

001-39083), filed with the SEC on February 28, 2022).

Grant Agreement between the Company and the Bill & Melinda Gates Foundation, dated November 5, 2021 (incorporated herein by reference to Exhibit 10.44 to the Company’s Form 10-K (File No.

10.46† Grant Agreement between the Company and the Bill & Melinda Gates Foundation, dated November 5, 2021 (incorporated herein by reference to Exhibit 10.44 to the Company’s Form 10-K (File No.

001-39083), filed with the SEC on February 28, 2022).

Amended and Restated Letter Agreement between the Company and the Bill & Melinda Gates Foundation, dated January 12, 2022 (incorporated by reference to Exhibit 10.45 to the Company’s Form 10-K (File No.

10.47† Amended and Restated Letter Agreement between the Company and the Bill & Melinda Gates Foundation, dated January 12, 2022 (incorporated by reference to Exhibit 10.45 to the Company’s Form 10-K (File No.

001-39083), filed with the SEC on February 28, 2022).

Stock Purchase Agreement between the Company and the Bill & Melinda Gates Foundation, dated January 12, 2022 (incorporated herein by reference to Exhibit 10.46 to the Company’s Form 10-K (File No.

10.48 Stock Purchase Agreement between the Company and the Bill & Melinda Gates Foundation, dated January 12, 2022 (incorporated herein by reference to Exhibit 10.46 to the Company’s Form 10-K (File No.

001-39083), filed with the SEC on February 28, 2022).

Grant Agreement between the Company and the Bill & Melinda Gates Foundation, dated January 12, 2022 (incorporated herein by reference to Exhibit 10.47 to the Company’s Form 10-K (File No.

10.49† Grant Agreement between the Company and the Bill & Melinda Gates Foundation, dated January 12, 2022 (incorporated herein by reference to Exhibit 10.47 to the Company’s Form 10-K (File No.

001-39083), filed with the SEC on February 28, 2022).

Amended and Restated Exclusive License Agreement between the Company (as successor in interest to Humabs BioMed SA (f/k/a Humabs Holding GmbH)) and the Institute for Research in Biomedicine, dated December 16, 2011 (incorporated herein by reference to Exhibit 10.28 to the Company’s Registration Statement on Form S-1 (File No.

10.50† Amended and Restated Exclusive License Agreement between the Company (as successor in interest to Humabs BioMed SA (f/k/a Humabs Holding GmbH)) and the Institute for Research in Biomedicine, dated December 16, 2011 (incorporated herein by reference to Exhibit 10.28 to the Company’s Registration Statement on Form S-1 (File No.

333-233604), filed with the SEC on September 3, 2019).

Amendment to Amended and Restated Exclusive License Agreement between the Company (as successor in interest to Humabs BioMed SA (f/k/a Humabs Holding GmbH)) and the Institute for Research in Biomedicine, dated February 10, 2012 (incorporated herein by reference to Exhibit 10.29 to the Company’s Registration Statement on Form S-1 (File No.

10.51† Amendment to Amended and Restated Exclusive License Agreement between the Company (as successor in interest to Humabs BioMed SA (f/k/a Humabs Holding GmbH)) and the Institute for Research in Biomedicine, dated February 10, 2012 (incorporated herein by reference to Exhibit 10.29 to the Company’s Registration Statement on Form S-1 (File No.

333-233604), filed with the SEC on September 3, 2019).

Exclusive License Agreement between the Company (as successor in interest to Humabs BioMed SA) and the Institute for Research in Biomedicine, dated December 16, 2011 (incorporated herein by reference to Exhibit 10.30 to the Company’s Registration Statement on Form S-1 (File No.

10.52† Exclusive License Agreement between the Company (as successor in interest to Humabs BioMed SA) and the Institute for Research in Biomedicine, dated December 16, 2011 (incorporated herein by reference to Exhibit 10.30 to the Company’s Registration Statement on Form S-1 (File No.

333-233604), filed with the SEC on September 3, 2019).

Amendment to License Agreement between the Company (as successor in interest to Humabs BioMed SA) and the Institute for Research in Biomedicine, dated February 10, 2012 (incorporated herein by reference to Exhibit 10.31 to the Company’s Registration Statement on Form S-1 (File No.

10.53 Amendment to License Agreement between the Company (as successor in interest to Humabs BioMed SA) and the Institute for Research in Biomedicine, dated February 10, 2012 (incorporated herein by reference to Exhibit 10.31 to the Company’s Registration Statement on Form S-1 (File No.

333-233604), filed with the SEC on September 3, 2019).

Amendment Agreement between the Company (as successor in interest to Humabs BioMed SA) and the Institute for Research in Biomedicine, dated January 29, 2018 (incorporated herein by reference to Exhibit 10.32 to the Company’s Registration Statement on Form S-1 (File No.

10.54† Amendment Agreement between the Company (as successor in interest to Humabs BioMed SA) and the Institute for Research in Biomedicine, dated January 29, 2018 (incorporated herein by reference to Exhibit 10.32 to the Company’s Registration Statement on Form S-1 (File No.

333-233604), filed with the SEC on September 3, 2019).

Exclusive License Agreement between the Company and The Rockefeller University, dated July 31, 2018 (incorporated herein by reference to Exhibit 10.33 to the Company’s Registration Statement on Form S-1 (File No.

10.55† Exclusive License Agreement between the Company and The Rockefeller University, dated July 31, 2018 (incorporated herein by reference to Exhibit 10.33 to the Company’s Registration Statement on Form S-1 (File No.

333-233604), filed with the SEC on September 3, 2019).

Amendment to Exclusive License Agreement between the Company and The Rockefeller University, dated May 17, 2019 (incorporated herein by reference to Exhibit 10.34 to the Company’s Registration Statement on Form S-1 (File No.

10.56† Amendment to Exclusive License Agreement between the Company and The Rockefeller University, dated May 17, 2019 (incorporated herein by reference to Exhibit 10.34 to the Company’s Registration Statement on Form S-1 (File No.

333-233604), filed with the SEC on September 3, 2019).

3 unchanged sentences

001-39083), filed with the SEC on May 6, 2021).

Sub-License and Collaboration Agreement between the Company (as successor in interest to Humabs BioMed SA) and MedImmune, LLC, dated March 20, 2012 (incorporated herein by reference to Exhibit 10.35 to the Company’s Registration Statement on Form S-1 (File No.

10.59† Sub-License and Collaboration Agreement between the Company (as successor in interest to Humabs BioMed SA) and MedImmune, LLC, dated March 20, 2012 (incorporated herein by reference to Exhibit 10.35 to the Company’s Registration Statement on Form S-1 (File No.

333-233604), filed with the SEC on September 3, 2019).

Amendment 1 to Sub-License and Collaboration Agreement between the Company (as successor in interest to Humabs BioMed SA) and MedImmune, LLC, dated April 19, 2013 (incorporated herein by reference to Exhibit 10.36 to the Company’s Registration Statement on Form S-1 (File No.

10.60† Amendment 1 to Sub-License and Collaboration Agreement between the Company (as successor in interest to Humabs BioMed SA) and MedImmune, LLC, dated April 19, 2013 (incorporated herein by reference to Exhibit 10.36 to the Company’s Registration Statement on Form S-1 (File No.

333-233604), filed with the SEC on September 3, 2019).

Amendment 2 to Sub-License and Collaboration Agreement between the Company (as successor in interest to Humabs BioMed SA) and MedImmune, LLC, dated April 27, 2015 (incorporated herein by reference to Exhibit 10.37 to the Company’s Registration Statement on Form S-1 (File No.

10.61† Amendment 2 to Sub-License and Collaboration Agreement between the Company (as successor in interest to Humabs BioMed SA) and MedImmune, LLC, dated April 27, 2015 (incorporated herein by reference to Exhibit 10.37 to the Company’s Registration Statement on Form S-1 (File No.

333-233604), filed with the SEC on September 3, 2019).

Amendment 3 to Sub-License and Collaboration Agreement between the Company (as successor in interest to Humabs BioMed SA) and MedImmune, LLC, dated December 31, 2015 (incorporated herein by reference to Exhibit 10.38 to the Company’s Registration Statement on Form S-1 (File No.

10.62† Amendment 3 to Sub-License and Collaboration Agreement between the Company (as successor in interest to Humabs BioMed SA) and MedImmune, LLC, dated December 31, 2015 (incorporated herein by reference to Exhibit 10.38 to the Company’s Registration Statement on Form S-1 (File No.

333-233604), filed with the SEC on September 3, 2019).

Amendment 4 to Sub-License and Collaboration Agreement between the Company (as successor in interest to Humabs BioMed SA) and MedImmune, LLC, dated August 29, 2016 (incorporated herein by reference to Exhibit 10.39 to the Company’s Registration Statement on Form S-1 (File No.

10.63† Amendment 4 to Sub-License and Collaboration Agreement between the Company (as successor in interest to Humabs BioMed SA) and MedImmune, LLC, dated August 29, 2016 (incorporated herein by reference to Exhibit 10.39 to the Company’s Registration Statement on Form S-1 (File No.

333-233604), filed with the SEC on September 3, 2019).

Amendment 5 to Sub-License and Collaboration Agreement between the Company (as successor in interest to Humabs BioMed SA) and MedImmune, LLC, dated July 15, 2017 (incorporated herein by reference to Exhibit 10.40 to the Company’s Registration Statement on Form S-1 (File No.

10.64† Amendment 5 to Sub-License and Collaboration Agreement between the Company (as successor in interest to Humabs BioMed SA) and MedImmune, LLC, dated July 15, 2017 (incorporated herein by reference to Exhibit 10.40 to the Company’s Registration Statement on Form S-1 (File No.

333-233604), filed with the SEC on September 3, 2019).

Amendment 6 to Sub-License and Collaboration Agreement between the Company (as successor in interest to Humabs BioMed SA) and MedImmune, LLC, dated September 7, 2018 (incorporated herein by reference to Exhibit 10.41 to the Company’s Registration Statement on Form S-1 (File No.

10.65† Amendment 6 to Sub-License and Collaboration Agreement between the Company (as successor in interest to Humabs BioMed SA) and MedImmune, LLC, dated September 7, 2018 (incorporated herein by reference to Exhibit 10.41 to the Company’s Registration Statement on Form S-1 (File No.

333-233604), filed with the SEC on September 3, 2019).

10.66 Lease Agreement between the Company and ARE-SAN FRANCISCO NO.

43, LLC, dated March 30, 2017 (incorporated herein by reference to Exhibit 10.42 to the Company’s Registration Statement on Form S-1 (File No.

333-233604), filed with the SEC on September 3, 2019).

10.67 First Amendment to Lease Agreement between the Company and ARE-SAN FRANCISCO NO.

43, LLC, dated April 10, 2019 (incorporated herein by reference to Exhibit 10.43 to the Company’s Registration Statement on Form S-1 (File No.

333-233604), filed with the SEC on September 3, 2019).

Lease Agreement between the Company and KRE Exchange Owner LLC, dated December 16, 2021 (incorporated herein by reference to Exhibit 10.66 to the Company’s Form 10-K (File No.

10.68† Lease Agreement between the Company and KRE Exchange Owner LLC, dated December 16, 2021 (incorporated herein by reference to Exhibit 10.66 to the Company’s Form 10-K (File No.

001-39083), filed with the SEC on February 28, 2022).

Patent License Agreement between the Company and Xencor, Inc., dated August 15, 2019 (incorporated herein by reference to Exhibit 10.44 to the Company’s Registration Statement on Form S-1 (File No.

10.69† Patent License Agreement between the Company and Xencor, Inc., dated August 15, 2019 (incorporated herein by reference to Exhibit 10.44 to the Company’s Registration Statement on Form S-1 (File No.

333-233604), filed with the SEC on September 3, 2019).

1 unchanged sentence

001-39083), filed with the SEC on May 6, 2021).

Patent License Agreement between the Company and Xencor, Inc., dated March 25, 2020 (incorporated herein by reference to Exhibit 99.1 to the Company’s Form 8-K (File No.

10.71† Patent License Agreement between the Company and Xencor, Inc., dated March 25, 2020 (incorporated herein by reference to Exhibit 99.1 to the Company’s Form 8-K (File No.

001-39083), filed with the SEC on June 19, 2020).

1 unchanged sentence

001-39083), filed with the SEC on May 6, 2021).

Definitive Collaboration Agreement between the Company, Glaxo Wellcome UK Limited and Beecham S.A., dated June 9, 2020 (incorporated herein by reference to Exhibit 10.54 to the Company’s Registration Statement on Form S-1 (File No.

10.73† Definitive Collaboration Agreement between the Company, Glaxo Wellcome UK Limited and Beecham S.A., dated June 9, 2020 (incorporated herein by reference to Exhibit 10.54 to the Company’s Registration Statement on Form S-1 (File No.

333-239689), filed with the SEC on July 6, 2020).

6 unchanged sentences

10.77† Amendment No.

1 to the Definitive Collaboration Agreement between the Company and Glaxo Wellcome UK Limited dated May 27, 2022 (incorporated herein by reference to Exhibit 10.2 to the Company’s Form 10-Q (File No.

001-39083), filed with the SEC on August 9, 2022).

10.78† Amendment No.

2 to the Definitive Collaboration Agreement between the Company and Glaxo Wellcome UK Limited, dated February 8, 2023 (incorporated herein by reference to Exhibit 10.

3 to the Company’s Form 10-Q (File No.

001-39083), filed with the SEC on May 8, 2023) .

10.79† Amendment No.

3 to the Definitive Collaboration Agreement between the Company and Glaxo Wellcome UK Limited, dated February 8, 2023 (incorporated herein by reference to Exhibit 10.

4 to the Company’s Form 10-Q (File No.

001-39083), filed with the SEC on May 8, 2023) .

10.80† Stock Purchase Agreement between the Company and Glaxo Group Limited, dated February 14, 2021 (incorporated herein by reference to Exhibit 10.2 to the Company's Form 10-Q (File No.

001-39083), filed with the SEC on May 6, 2021).

Binding Letter Agreement between the Company and Samsung Biologics Co., Ltd., dated April 9, 2020 (incorporated herein by reference to Exhibit 10.57 to the Company’s Registration Statement on Form S-1 (File No.

10.81† Binding Letter Agreement between the Company and Samsung Biologics Co., Ltd., dated April 9, 2020 (incorporated herein by reference to Exhibit 10.57 to the Company’s Registration Statement on Form S-1 (File No.

333-239689), filed with the SEC on July 6, 2020).

Assignment and Novation Agreement among the Company, GlaxoSmithKline Trading Services Limited and Samsung Biologics Co., Ltd., dated July 31, 2020 (incorporated herein by reference to Exhibit 99.2 to the Company’s Form 8-K (File No.

10.82 Assignment and Novation Agreement among the Company, GlaxoSmithKline Trading Services Limited and Samsung Biologics Co., Ltd., dated July 31, 2020 (incorporated herein by reference to Exhibit 99.2 to the Company’s Form 8-K (File No.

001-39083), filed with the SEC on August 7, 2020).

Letter of Intent between the Company and WuXi Biologics (Hong Kong) Limited, dated June 15, 2020 (incorporated herein by reference to Exhibit 10.59 to the Company’s Registration Statement on Form S-1 (File No.

10.83† Letter of Intent between the Company and WuXi Biologics (Hong Kong) Limited, dated June 15, 2020 (incorporated herein by reference to Exhibit 10.59 to the Company’s Registration Statement on Form S-1 (File No.

333-239689), filed with the SEC on July 6, 2020).

Termination Agreement between the Company and WuXi Biologics (Hong Kong) Limited dated May 16, 2022 (incorporated herein by reference to Exhibit 10.1 to the Company’s Form 10-Q (File No.

10.84† Termination Agreement between the Company and WuXi Biologics (Hong Kong) Limited dated May 16, 2022 (incorporated herein by reference to Exhibit 10.1 to the Company’s Form 10-Q (File No.

001-39083), filed with the SEC on August 9, 2022).

Sales Agreement, dated as of November 10, 2020, by and between the Company and Cowen and Company, LLC.

(incorporated by reference to Exhibit 1.2 to the Company’s registration statement on Form S-3 (Filed No.

10.85† Other Transaction for Advanced Research (OTAR) between the Company and the United States of America Department of Health and Human Services, Administration for Strategic Preparedness and Response, Biomedical Advanced Research and Development Authority, concerning Pre-exposure Prophylactic Monoclonal Antibodies for the Prevention of Influenza Illness and Medical Countermeasures for Other Emerging Pathogens of Pandemic Potential (Agreement No.

75A50122C00081), dated September 28, 2022 (incorporated herein by reference to Exhibit 10.

2 to the Company’s Form 10-Q (File No.

001-39083), filed with the SEC on November 3 , 202 3 ) .

10.86† Amendment No.

1 to the Other Transaction for Advanced Research (OTAR) between the Company and the United States of America Department of Health and Human Services, Administration for Strategic Preparedness and Response, Biomedical Advanced Research and Development Authority, concerning Pre-exposure Prophylactic Monoclonal Antibodies for the Prevention of Influenza Illness and Medical Countermeasures for Other Emerging Pathogens of Pandemic Potential (Agreement No.

75A50122C00081, Amendment No.

P00001), dated September 29, 2023 (incorporated herein by reference to Exhibit 10.

3 to the Company’s Form 10-Q (File No.

001-39083), filed with the SEC on November 3, 2023) .

10.87 Sales Agreement, dated as of November 3, 2023, by and between the Registrant and Cowen and Company, LLC (incorporated by reference to Exhibit 1.2 to the Company’s registration statement on Form S-3 (Filed No.

333-2 75314 ), filed with the SEC on November 3 , 202 3 ) .

21.1 List of subsidiaries of the Company.

5 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Inline XBRL Instance Document the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Inline XBRL Taxonomy Extension Label Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

97 D odd-Frank Compensation Reco very Policy.

101.INS Inline XBRL Instance Document the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

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101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.

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104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

__________________________________________________

+ Indicates a management contract or compensatory plan or arrangement.

Certain portions of this exhibit (indicated by “[***]”) have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

† Certain portions of this exhibit (indicated by “[***]”) have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

* The certification attached as Exhibit 32.1 that accompany this Annual Report on Form 10-K is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.

3 unchanged sentences

February 26, 2024

/s/ George Scangos

George Scangos, Ph.D.

President, Chief Executive Officer and Director

/s/ Marianne De Backer

Marianne De Backer, M.Sc., Ph.D., MBA

Chief Executive Officer and Director

(Principal Executive Officer)

February 26, 2024

/s/ Howard Horn

Chief Financial Officer and Secretary

Executive Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints George Scangos, Ph.D., Johanna Friedl-Naderer, Howard Horn and Vanina de Verneuil, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and any of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Marianne De Backer, M.Sc., Ph.D., MBA, Sung Lee and Vanina de Verneuil, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and any of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

/s/ George Scangos

President, Chief Executive Officer and

February 28, 2023

George Scangos, Ph.D.

Director (Principal Executive Officer)

/s/ Howard Horn

Chief Financial Officer and Secretary (Principal Financial and Accounting Officer)

February 28, 2023

/s/ Vicki Sato

Chairman of the Board of Directors

Signature Title Date

/s/ Marianne De Backer Chief Executive Officer and Director February 26, 2024

Marianne De Backer, M.Sc., Ph.D., MBA (Principal Executive Officer)

/s/ Sung Lee Executive Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)

February 26, 2024

/s/ Vicki Sato Chairman of the Board of Directors February 26, 2024

Vicki Sato, Ph.D.

/s/ Jeffrey S.

February 28, 2023

/s/ Robert More

February 28, 2023

/s/ Janet Napolitano

February 28, 2023

Hatfield Director February 26, 2024

/s/ Robert More Director February 26, 2024

/s/ Janet Napolitano Director February 26, 2024

Janet Napolitano

/s/ Robert Nelsen

February 28, 2023

/s/ Robert Nelsen Director February 26, 2024

Robert Nelsen

/s/ Robert Perez

February 28, 2023

/s/ Saira Ramasastry

February 28, 2023

/s/ Robert Perez Director February 26, 2024

/s/ Saira Ramasastry Director February 26, 2024

Saira Ramasastry

/s/ Phillip Sharp

February 28, 2023

/s/ George Scangos Director February 26, 2024

George Scangos, Ph.D.

/s/ Phillip Sharp Director February 26, 2024

Phillip Sharp, Ph.D.

/s/ Elliott Sigal

February 28, 2023

/s/ Elliott Sigal Director February 26, 2024

Elliott Sigal, M.D., Ph.D.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures