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Item 9A. Controls and Procedures

2025-02-27 compared with 2024-02-26 · 165 added, 214 removed, 132 unchanged (74% of the section changed)

41 unchanged sentences

Other Information.

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.

Director and Officer Trading Arrangements

A portion of the compensation of the Company’s directors and officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) is in the form of equity awards and, from time to time, directors and officers may engage in open-market transactions with respect to the securities acquired pursuant to such equity awards or other Company securities, including to satisfy tax withholding obligations when equity awards vest or are exercised, and for diversification or other personal reasons.

Transactions in Company securities by directors and officers are required to be made in accordance with the Company’s insider trading policy, which requires that the transactions be in accordance with applicable U.S.

federal securities laws that prohibit trading while in possession of material nonpublic information.

Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables directors and officers to prearrange transactions in the Company’s securities in a manner that avoids concerns about initiating transactions while in possession of material nonpublic information.

During the quarterly period covered by this report, none of our directors or officers 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) except as follows:

On November 15, 2024, the Company issued restricted stock units (“RSUs”) subject to mandatory sell-to-cover tax withholding arrangements intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c) to Jason O’Byrne, MBA, our Executive Vice President and Chief Financial Officer.

Additionally, on September 13, 2024, Mr.

O’Byrne entered into a 10b5-1 trading arrangement that is intended to qualify as an “eligible sell-to-cover transaction” (as described in Rule 10b5-1(c)(1)(ii)(D)(3) of the Exchange Act) with respect to certain RSUs (the “Sell-to-Cover Instructions”).

The Sell-to-Cover-Instructions provide for the automatic sale of shares of our common stock that would otherwise be issuable on each settlement of RSUs in amounts necessary to satisfy the Company’s applicable tax withholding obligation, which is based on the fair market value of the shares of the Company’s common stock subject to the RSUs that are settled on each applicable vesting date.

The proceeds of any such sale will be delivered to the Company in satisfaction of such tax withholding obligations.

The Sell-to-Cover Instructions are subject to applicable “cooling-off periods”, consistent with Rule 10b5-1(c)(1)(ii)(B) of the Exchange Act.

O’Byrne’s Sell-to-Cover Instructions apply with respect to the first award of RSUs granted on or after his hire date and any RSUs that may, from time to time following such date, be granted to them by the Company, other than any future granted RSUs which by the terms of the applicable award agreements require the Company to withhold shares to satisfy tax withholding obligations in connection with the vesting and settlement of such RSUs, and therefore do not permit sell-to-cover transactions.

The number of shares that will be sold under these RSU sell-to-cover tax withholding arrangements is not currently determinable as the number will vary based on the extent to which vesting conditions are satisfied and the market price of our common stock at the time of settlement.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

17 unchanged sentences

(a)(3) Exhibits

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).

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).

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).

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).

Incorporation by Reference

Number Description Form

Exhibit Reference

Filed Herewith

3.1 Amended and Restated Certificate of Incorporation of the Company

3.2 Amended and Restated Bylaws of the Company

4.1 Form of Common Stock Certificate of the Company

4.2 Amended and Restated Investors’ Rights Agreement, by and among the Company and certain of its stockholders, dated November 29, 2017

333-233604 4.2

4.3 Description of Capital Stock

001-39083 4.4

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).

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).

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) .

2019 Equity Incentive Plan

333-234212 4.8

10.2+ 2019 Employee Stock Purchase Plan

10.3+ Form of Indemnity Agreement by and between the Company and its directors and executive officers

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).

10.5+ Form of Restricted Stock Unit Grant Notice and Unit Award Agreement under Vir Biotechnology, Inc.

2019 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.5 to the Company's Form 10-K (File No.

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

2019 Equity Incentive Plan

10.5+ Form s of Restricted Stock Unit Grant Notice and Unit Award Agreement under Vir Biotechnology, Inc.

2019 Equity Incentive Plan

10.6+ Amended and Restated Vir Biotechnology, Inc.

2016 Equity Incentive Plan, as amended

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

2016 Equity Incentive Plan

10.8+ Non-Employee Director Compensation Policy

10.9+ 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).

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).

Discretionary Bonus Plan

10.10+ Offer Letter between the Company and Marianne De Backer, dated January 19, 2023

10.11+ Offer Letter between the Company and J ason O’Byrne , dated S eptember 6, 2024

10.2 11/05/2024

10.12+ Promotion Letter between the Company and Vanina de Verneuil, dated November 1, 2023

Incorporation by Reference

Number Description Form

Exhibit Reference

Filed Herewith

10.13+ Offer Letter between the Company and M ark Eisner , dated M ay 20 , 2024

10.14+ 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).

10.13+ Employment Agreement between Humabs BioMed SA (f/k/a Humabs Holding GmbH) and Johanna Friedl-Naderer, dated December 16, 2021 (incorporated herein by reference to Exhibit 10.1 to the Company's Form 10-Q (File No.

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

Hanly, dated May 4, 2021

10.15+ 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).

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).

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).

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).

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).

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).

10.24† Letter Agreement between the Company and Alnylam Pharmaceuticals, Inc., dated December 23, 2020 (incorporated herein by reference to Exhibit 10.24 to the Company's Form 10-K (File No.

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

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).

Change in Control and Severance Benefit Plan

10.16+ Amended and Restated Employment Letter Agreement between the Company and George Scangos, dated August 27, 2019

10.17† Collaboration, Option, and License Agreement between the Company and Brii Biosciences Limited (previously named BiiG Therapeutics Limited), dated May 23, 2018

10.18† Collaboration and License Agreement between the Company and Alnylam Pharmaceuticals, Inc., dated October 16, 2017

10.19† 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).

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).

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).

1 to the Collaboration and License Agreement between the Company and Alnylam Pharmaceuticals, Inc., dated December 17, 2019

10.20† Amendment No.

1 to License Agreement between the Company and MedImmune, LLC, dated September 1, 2020 (incorporated herein by reference to Exhibit 10.29 to the Company's Form 10-K (File No.

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

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).

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).

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).

2 to the Collaboration and License Agreement between the Company and Alnylam Pharmaceuticals, Inc., dated March 3, 2020

10.21† 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).

3 to the Collaboration and License Agreement between the Company and Alnylam Pharmaceuticals, Inc., dated April 1, 2020

10.22† Letter Agreement between the Company and Alnylam Pharmaceuticals, Inc., dated December 23, 2020

10.23† Common Stock Issuance Agreement between the Company and Alnylam Pharmaceuticals, Inc., dated October 16, 2017

10.24† 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).

1 to the Common Stock Issuance Agreement between the Company and Alnylam Pharmaceuticals, Inc., dated December 17, 2019

10.25† Letter Agreement between the Company and Alnylam Pharmaceuticals, Inc., dated November 13, 2018

10.26† License Agreement between the Company and MedImmune, LLC, dated September 7, 2018

10.27† Amendment No.

3 to the Grant Agreement between the Company and the Bill & Melinda Gates Foundation, dated May 22, 2020 (incorporated herein by reference to Exhibit 10.38 to the Company's Form 10-K (File No.

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

1 to License Agreement between the Company and MedImmune, LLC, dated September 1, 2020

10.28† Grant Agreement between the Company and the Bill & Melinda Gates Foundation, dated January 26, 2018

10.29† Amendment No.

4 to the Grant Agreement between the Company and the Bill & Melinda Gates Foundation, dated December 8, 2020 (incorporated herein by reference to Exhibit 10.39 to the Company's Form 10-K (File No.

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

1 to the Grant Agreement between the Company and the Bill & Melinda Gates Foundation, dated April 18, 2019

10.30† Amendment No.

5 to the Grant Agreement between the Company and the Bill & Melinda Gates Foundation, dated June 2, 2021 (incorporated herein by reference to Exhibit 10.3 to the Company's Form 10-Q (File No.

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

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).

2 to the Grant Agreement between the Company and the Bill & Melinda Gates Foundation, dated February 24, 2020

10.31† 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).

3 to the Grant Agreement between the Company and the Bill & Melinda Gates Foundation, dated May 22, 2020

Incorporation by Reference

Number Description Form

Exhibit Reference

Filed Herewith

10.32† 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).

4 to the Grant Agreement between the Company and the Bill & Melinda Gates Foundation, dated December 8, 2020

10-K 001-39083 10.39

10.33† 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).

5 to the Grant Agreement between the Company and the Bill & Melinda Gates Foundation, dated June 2, 2021 )

001-39083 10.3

10.34† Grant Agreement between the Company and the Bill & Melinda Gates Foundation, dated March 16, 2018

10.35† Amendment No.

4 to the Grant Agreement between the Company and the Bill & Melinda Gates Foundation, dated June 16, 2021 (incorporated herein by reference to Exhibit 10.4 to the Company's Form 10-Q (File No.

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

1 to the Grant Agreement between the Company and the Bill & Melinda Gates Foundation, dated April 22, 2019

10-K 001-39083 10.34

10.36† 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).

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).

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).

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).

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).

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).

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).

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).

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).

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).

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).

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).

10.57† Second Amendment to Exclusive License Agreement between the Company and The Rockefeller University, dated September 28, 2020 (incorporated herein by reference to Exhibit 10.51 to the Company's Form 10-K (File No.

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

10.58† Third Amendment to Exclusive License Agreement between the Company and The Rockefeller University, dated March 1, 2021 (incorporated herein by reference to Exhibit 10.5 to the Company's Form 10-Q (File No.

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

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).

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).

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).

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).

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).

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).

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).

2 to the Grant Agreement between the Company and the Bill & Melinda Gates Foundation, dated October 28, 2019

10-K 001-39083 10.35

10.37† Amendment No.

3 to the Grant Agreement between the Company and the Bill & Melinda Gates Foundation, dated May 29, 2020

001-39083 10.12

10.38† Amendment No.

4 to the Grant Agreement between the Company and the Bill & Melinda Gates Foundation, dated June 16, 2021

001-39083 10.4

10.39† Amendment No.

5 to the Grant Agreement between the Company and the Bill & Melinda Gates Foundation, dated December 8, 2021

10-K 001-39083 10.43

10.40† Grant Agreement between the Company and the Bill & Melinda Gates Foundation, dated November 5, 2021

10-K 001-39083 10.44

10.41† Amended and Restated Letter Agreement between the Company and the Bill & Melinda Gates Foundation, dated January 12, 2022

10-K 001-39083 10.45

10.42 Stock Purchase Agreement between the Company and the Bill & Melinda Gates Foundation, dated January 12, 2022

10-K 001-39083 10.46

10.43† Grant Agreement between the Company and the Bill & Melinda Gates Foundation, dated January 12, 2022

10-K 001-39083 10.47

10.44† 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

10.45† 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

10.46† 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

10.47 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

Incorporation by Reference

Number Description Form

Exhibit Reference

Filed Herewith

10.48† Amendment Agreement between the Company (as successor in interest to Humabs BioMed SA) and the Institute for Research in Biomedicine, dated January 29, 2018

10.49† Exclusive License Agreement between the Company and The Rockefeller University, dated July 31, 2018

10.50† Amendment to Exclusive License Agreement between the Company and The Rockefeller University, dated May 17, 2019

10.51† Second Amendment to Exclusive License Agreement between the Company and The Rockefeller University, dated September 28, 2020

10-K 001-39083 10.51

10.52† Third Amendment to Exclusive License Agreement between the Company and The Rockefeller University, dated March 1, 2021

001-39083 10.5

10.53† Sub-License and Collaboration Agreement between the Company (as successor in interest to Humabs BioMed SA) and MedImmune, LLC, dated March 20, 2012

10.54† 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

10.55† 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

10.56† 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

10.57† 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

10.58† 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

10.59† 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

10.60 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).

43, LLC, dated March 30, 2017

10.61 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).

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).

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).

10.70† Amendment 1 to Patent License Agreement between the Company and Xencor, Inc., dated February 23, 2021 (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 6, 2021).

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).

10.72† Amendment 1 to Patent License Agreement between the Company and Xencor, Inc., dated February 23, 2021 (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 6, 2021).

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).

10.74 Stock Purchase Agreement between the Company and Glaxo Group Limited, dated April 5, 2020 (incorporated herein by reference to Exhibit 10.55 to the Company's Registration Statement on Form S-1 (File No.

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

10.75† Preliminary Collaboration Agreement between the Company and Glaxo Wellcome UK Limited, dated February 14, 2021 (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 6, 2021).

10.76† Definitive Collaboration Agreement between the Company and Glaxo Wellcome UK Limited, dated May 18, 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 August 5, 2021).

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).

43, LLC, dated April 10, 2019

10.62† Lease Agreement between the Company and KRE Exchange Owner LLC, dated December 16, 2021

10-K 001-39083 10.66

10.63† Patent License Agreement between the Company and Xencor, Inc., dated August 15, 2019

10.64† Amendment 1 to Patent License Agreement between the Company and Xencor, Inc., dated February 23, 2021

001-39083 10.3

Incorporation by Reference

Number Description Form

Exhibit Reference

Filed Herewith

10.65† Patent License Agreement between the Company and Xencor, Inc., dated March 25, 2020

001-39083 99.1

10.66† Amendment 1 to Patent License Agreement between the Company and Xencor, Inc., dated February 23, 2021

001-39083 10.4

10.67† Definitive Collaboration Agreement between the Company, Glaxo Wellcome UK Limited and Beecham S.A., dated June 9, 2020

10.68 Stock Purchase Agreement between the Company and Glaxo Group Limited, dated April 5, 2020

10.69† 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) .

1 to the Definitive Collaboration Agreement between the Company and Glaxo Wellcome UK Limited dated May 27, 2022

001-39083 10.2

10.70† 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).

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).

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).

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).

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).

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 ) .

2 to the Definitive Collaboration Agreement between the Company and Glaxo Wellcome UK Limited, dated February 8, 2023

001-39083 10.3

10.71† 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 ) .

3 to the Definitive Collaboration Agreement between the Company and Glaxo Wellcome UK Limited, dated February 8, 2023

001-39083 10.4

10.72† License Agreement between the Company and Amunix Pharmaceuticals, Inc., dated as July 31, 2024

001-39083 10.1

19 Insider Trading Policy

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

97 D odd-Frank Compensation Reco very Policy.

97 Dodd-Frank Compensation Recovery Policy

10-K 001-39083 97

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.

3 unchanged sentences

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.

Incorporation by Reference

Number Description Form

Exhibit Reference

Filed Herewith

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.

13 unchanged sentences

February 26, 2025

/s/ Jason O’Byrne

Jason O’Byrne, MBA

Executive Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)

(Principal Financial Officer)

POWER OF ATTORNEY

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.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Marianne De Backer, M.Sc., Ph.D., MBA, Jason O’Byrne, MBA, and Vanina de Verneuil, J.D., 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.

2 unchanged sentences

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)

/s/ Jason O’Byrne Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

February 26, 2025

Jason O’Byrne, MBA

/s/ Brent Sabatini

Senior Vice President and Chief Accounting Officer

(Principal Accounting Officer)

February 26, 2025

Brent Sabatini, CPA, MBA

/s/ Vicki Sato Chairman of the Board of Directors February 26, 2025

Vicki Sato, Ph.D.

/s/ Norbert Bischofberger Director February 26, 2025

Norbert Bischofberger, Ph.D.

/s/ Ramy Farid Director February 26, 2025

Ramy Farid, Ph.D.

/s/ Jeffrey S.

5 unchanged sentences

Robert Nelsen

/s/ Robert Perez Director February 26, 2024

/s/ Saira Ramasastry Director February 26, 2025

2 unchanged sentences

George Scangos, Ph.D.

/s/ Phillip Sharp Director February 26, 2024

Phillip Sharp, Ph.D.

/s/ Elliott Sigal Director February 26, 2025

1 unchanged sentence

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