CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED.
Exhibit 10.1
Execution Version
Termination Agreement
This Termination Agreement (this “Agreement”) is entered into as of May 16, 2022 (the “Effective Date”) by and between Vir Biotechnology, Inc., a Delaware corporation having an address at 499 Illinois Street, San Francisco, CA 94158 USA (“Vir”) and WuXi Biologics (Hong Kong) Limited, a Hong Kong corporation with a place of business at Building 1, 288 Fute Zhong Road, Waigaoqiao Free Trade Zone, Shanghai, China 200131 (“WuXi Bio”). Vir and WuXi Bio are referred to herein individually as a “Party” and collectively as the “Parties.”
Recitals
Whereas, Vir and WuXi Bio are parties to that certain Development and Manufacturing Collaboration Agreement dated as of February 25, 2020 (the “Collaboration Agreement”) which contemplated that the Parties would conduct Development Activities (as defined in the Collaboration Agreement) and WuXi Bio would develop, manufacture and commercialize certain products in the WuXi Bio Territory (as defined in the Collaboration Agreement); and
Whereas, the Parties now wish to terminate the Collaboration Agreement and return the rights set forth therein to Vir in accordance with the terms and conditions set forth in this Agreement.
Agreement
Now, Therefore, in consideration of the foregoing recitals and the mutual covenants and agreements contained in this Agreement, the Parties hereby agree as follows:
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[***]
If the Reversion Product is sold as part of a combination or bundled product that includes a diagnostic product, delivery device, or other pharmaceutical or biologic product or active ingredient other than VIR-7831 (each, an “Other Component” and such combination or bundled product, a “Combination Product”), the Net Sales applicable to the sale of such Combination Product shall be calculated by [***].
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“Section 1542. (General Release-Claims Extinguished.) A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
The Parties hereby expressly waive and relinquish all rights and benefits under that section and any law or legal principle of similar effect in any jurisdiction with respect to and to the extent of the release granted in this Agreement.
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Annual Net Sales of Reversion Products in Territory (in USD) | Royalty Rate |
Portion of aggregate annual Net Sales less than [***] | [***] |
Portion of aggregate annual Net Sales greater than or equal to [***] and less than [***] | [***] |
Portion of aggregate annual Net Sales greater than or equal to [***] and less than [***] | [***] |
Portion of aggregate annual Net Sales greater than or equal to [***] | [***] |
Royalty payments shall be made during the Royalty Term on a quarterly basis as follows: (a) with respect to Net Sales made by Vir or its Affiliates, within [***] after the end of the calendar quarter; or (b) with respect to Net Sales made by a Greater China Licensee or its sublicensee, within [***] after Vir’s receipt of a written report from the Greater China Licensee showing such Net Sales for each calendar quarter. For clarity, Vir shall owe no further payments to WuXi Bio under this Agreement on and after expiration of the Royalty Term. Together with each royalty payment, Vir shall prepare and deliver to WuXi Bio a royalty report setting forth the total Net Sales of the Reversion Products sold in the Territory by Vir, its Affiliates and Greater China Licensees in the applicable calendar quarter, stated in U.S. Dollars, and the royalties payable thereon. Vir and its Affiliates, and Greater China Licensees will keep complete and accurate records in sufficient detail to enable the royalties payable to be determined and the information provided to be verified. All such records and all royalty reports delivered to WuXi Bio hereunder shall be the Confidential Information of Vir.
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If to Vir:
Vir Biotechnology, Inc.
499 Illinois Street
San Francisco, CA 94158, USA
[***]
With a copy to (which will not constitute notice hereunder):
[***]
If to WuXi Bio:
WuXi Biologics (Hong Kong) Limited
Building 1, 288 Fute Zhong Road
Waigaoqiao Free Trade Zone
Shanghai, China 200131
[***]
or to such other address as the Party to whom notice is to be given may have furnished to the other Party in writing in accordance herewith. Any such notice will be deemed to have been given: (a) on the next Business Day after dispatch if sent by internationally-recognized overnight courier; or (b) on the fifth Business Day after dispatch if sent by registered or certified mail, postage prepaid, return receipt requested.
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[Signature Page Follows]
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In Witness Whereof, the Parties have caused this Termination Agreement to be executed as of the Effective Date by their respective duly authorized officers.
VIR BIOTECHNOLOGY, INC.
By: /s/ George Scangos
Name: George Scangos, Ph.D.
Title: President and Chief Executive Officer
WUXI BIOLOGICS (HONG KONG) LIMITED
By: /s/ Zhisheng (Chris) Chen
Name: Zhisheng (Chris) Chen, Ph.D.
Title: Chief Executive Officer
[Signature Page to Termination Agreement]
Exhibit A
Regulatory Documentation
[***] Pre-IND related documents | Note | |
1 | [***] | [***] |
2 | [***] | [***] |
3 | [***] | [***] |
4 | [***] | [***] |
5 | [***] | [***] |
6 | [***] | [***] |
7 | [***] | [***] |
8 | [***] | [***] |
9 | [***] | [***] |
Exhibit B
Non-Clinical Studies
WuXi Study Number | Vir Study Number | Title/Description |
[***] | [***] | [***] |
[***] |
| [***] |
[***] |
| [***] |
[***] |
| [***] |
[***] |
| [***] |
[***] |
| [***] |
[***] |
| [***] |
[***] |
| [***] |
[***] | [***] | [***] |
[***] |
| [***] |
[***] | [***] | [***] |
[***] | [***] | [***] |
[***] | [***] | [***] |
[***] |
| [***] |
[***] |
| [***] |
[***] |
| [***] |
[***] |
| [***] |
[***] |
| [***] |
[***] |
| [***] |
[***] |
| [***] |
[***] | [***] | [***] |
[***] |
| [***] |
[***] | [***] | [***] |
[***] | [***] | [***] |