Subsequent Events

12 Months Ended

Dec. 31, 2020

Subsequent Events [Abstract]

Subsequent Events

18. Subsequent Events

2021 Expanded GSK Collaboration

Preliminary Collaboration Agreement

On February 14, 2021, the Company and GSK entered into a binding preliminary collaboration agreement (the “Preliminary Collaboration Agreement”), pursuant to which the parties agreed to expand their 2020 collaboration relating to research and development of therapies for coronaviruses, to include collaboration on three separate programs: (1) a program to research, develop and commercialize mAbs for the prevention, treatment or prophylaxis of the influenza virus; (2) an expansion of the parties’ current Functional Genomics Program to focus on functional genomics screens directed to targets associated with respiratory viruses; and (3) additional programs to develop neutralizing mAbs directed to up to three non-influenza target pathogens selected by GSK.

For a period of three years following the effective date of the Preliminary Collaboration Agreement, the parties will conduct certain research and development activities under mutually agreed development plans and associated budgets for the programs within the expanded collaboration.

The parties will continue to negotiate a more detailed collaboration agreement (the “Definitive Collaboration Agreement”), including more detailed financial terms, as well as operational provisions and consequences of any ongoing collaboration program as a result of a change of control of the Company.

GSK will make an upfront payment to the Company of $225 million, 50% of which will become payable at the effective date of the Preliminary Collaboration Agreement and 50% of which will become payable at the effective date of the Definitive Collaboration Agreement.

2021 Stock Purchase Agreement

Concurrently with the execution of the Preliminary Collaboration Agreement, the Company entered into a stock purchase agreement (the “2021 Stock Purchase Agreement”) with GGL, pursuant to which GGL will purchase shares of the Company’s common stock for an aggregate purchase price of approximately $120.0 million.

The consummation of the transactions under each of the Preliminary Collaboration Agreement and the 2021 Stock Purchase Agreement are subject to the satisfaction of customary closing conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; provided, however, that in no event will the closing of the transactions under the 2021 Stock Purchase Agreement occur prior to the Data End Date. The “Data End Date” means the tenth trading day immediately following the date that the Company makes a public announcement regarding initial Phase 3 results for the COMET-ICE (COVID-19 Monoclonal antibody Efficacy Trial—Intent to Care Early) trial for VIR-7831.

Xencor amendments

In February 2021, the Company and Xencor executed amendments to the 2019 Xencor Agreement and the 2020 Xencor Agreement primarily to expand the scope of the licensed technology under each agreement, which may increase the Company’s royalty payment obligations in certain circumstances. Under the amended agreements, the Company will be obligated to pay Xencor tiered royalties on net sales ranging from low- to mid-single-digits under the amended 2019 Xencor Agreement and at the mid-single-digits under the amended 2020 Xencor Agreement.

Milestone Payable under the TomegaVax Letter Agreement

In February 2021, pursuant to the TomegaVax Letter Agreement, the Company achieved the specified share price resulting in a $10.0 million payable to TomegaVax’s former stockholders within 90 business days.