Exhibit 99.1
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| Confidential | | Execution Copy | | 29 July 2020 |
ASSIGNMENT AND NOVATION AGREEMENT
THIS ASSIGNMENT AND NOVATION AGREEMENT (this “Agreement”) is made as of July 29, 2020 (“Assignment Date”), by and among Vir Biotechnology, Inc., a Delaware corporation having a principal place of business at 499 Illinois Street, Suite 500, San Francisco, CA 94158 U.S.A (“Assignor”), GlaxoSmithKline Trading Services Limited, a company registered in Ireland under company number 406466 having a principal place of business at 980 Great West Road, Brentford, Middlesex, TW8 9GS, England, (“Assignee”), and WuXi Biologics (Hong Kong) Limited with offices located at Flat/RM826, 8/F Ocean Centre Harbour City, 5 Canton Road TST, Hong Kong (“Provider”). Assignor, Assignee and Provider are hereinafter referred to individually as a “Party” and collectively as the “Parties”.
WHEREAS, the Assignor and Provider entered into a binding letter of intent dated June 15, 2020 (the “Letter Agreement”) as further set out in Appendix A, with respect to, inter alia, capacity reservation, development, commercial manufacturing and supply of drug substance by Provider, and minimum take or pay obligations by Assignor, for Assignor’s SARS-Cov-2 monoclonal antibody (the “Product”) and Assignor and Provider agreed the terms of the Letter Agreement shall be incorporated into a definitive master services agreement for commercial manufacturing of drug substance;
WHEREAS, Assignor and Assignee entered into a definitive collaboration agreement dated June 9, 2020 (the “Collaboration Agreement”), concerning, inter alia, the discovery, development and commercialization preventatives and treatment products for diseases caused by SARS-COV-2 and other coronaviruses including the Product;
WHEREAS, Assignee and Provider have entered into a certain definitive master services agreement for commercial manufacturing of drug substance (the “MSA”) with an effective date of July 29, 2020;
WHEREAS, Assignor and Assignee agree that, in connection with the Collaboration Agreement and the MSA, it is necessary for Assignor to transfer and assign to Assignee all of Assignor’s rights, duties, and obligations under the Letter Agreement;
WHEREAS, Assignor desires to be released and discharged from all liabilities and obligations under the Letter Agreement; and
WHEREAS, Provider is willing to release and discharge Assignor from all liabilities and obligations under the Letter Agreement and to consent to Assignee assuming such liabilities and obligations.
NOW THEREFORE, in consideration of the mutual covenants contained herein and in furtherance of the terms and conditions under the MSA, the Parties agree as follows:
| 1. | Assignment. Assignor hereby assigns and transfers to Assignee, as of the Assignment Date, all of Assignor’s right, title, and interest in, to and under the Letter Agreement. |
