Binding Letter Agreement between the Company and Samsung Biologics Co., Ltd., dated April 9, 2020

Exhibit 10.57

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.

300, Songdo bio-daero

Yeonsu-gu, Incheon 21987

Republic of Korea

Vir Biotechnology, Inc.

499 Illinois Street

Suite 500

San Francisco, CA 94158

Binding Letter Agreement

This Binding Letter Agreement (“Letter Agreement”) confirms the recent discussions between Vir Biotechnology , Inc. (“Vir”) and Samsung BioLogics Co., Ltd. (“Samsung”) whereby Vir reserves some of Samsung’s capacity in its [***] facility referred to as Plant #3 (the “Capacity Reservation”) and retains Samsung to perform certain development and/or manufacturing services (the “Services”) regarding Vir’s SARS-Cov-2 mAb (the “Product”). Samsung and Vir are each a “Party” and collectively the “Parties”. This Letter Agreement is a binding contractual obligation of the Parties as of the date this Letter Agreement is signed by both Parties (the “Letter Agreement Execution Date”). Any capitalized terms used herein but not defined shall be as defined in Exhibit B to this Letter Agreement.

Section 1. Definitive Agreement. Additional terms and conditions related to the Services and the rights and obligations of each Party related thereto will be specified in a definitive agreement (the “Definitive Agreement”). As of the Letter Agreement Execution Date, the Parties shall exercise best efforts to execute the Definitive Agreement before July 31, 2020. The terms agreed upon in this Letter Agreement shall be incorporated into the Definitive Agreement.

Section 2. Services. As of the Letter Agreement Execution Date, Samsung will begin to perform the Services under the pricing set forth in Exhibit A, which may be modified as necessary and agreed through amendment of this Letter Agreement or Definitive Agreement. The Parties agree that regardless of whether the Definitive Agreement is executed, Vir shall be responsible to compensate Samsung for Samsung’s fees and out-of-pocket costs, including but not limited to raw material or equipment procurement, related to any portion of the Services begun after the Letter Agreement Execution Date. Both Parties further agree that the terms and conditions contained in Exhibit B shall apply to the Services. Exhibits A and B are hereby incorporated into this Letter Agreement and shall be incorporated into the Definitive Agreement.

Section 3. Capacity Reservation. As of the Letter Agreement Execution Date, Vir purchases a firm and binding Capacity Reservation at Samsung’s Plant #3 consisting of the following manufacturing slots: [***] in 2021, [***] in 2021, and [***] in 2022. In reliance on such purchase, Samsung shall reserve the Capacity Reservation for Vir which shall be final, non-cancellable, and non-adjustable, and shall not offer such Capacity Reservation to third parties. Vir is fully liable for the batch price cost of such slot(s), as described in Exhibit A, on a take-or-pay basis regardless of whether or not such manufacturing slots are utilized. Samsung shall have the right to invoice Vir the portion of the Capacity Reservation that is not or will not be utilized by Vir [***] (the “Capacity Reservation Shortfall”) as if such portion had been utilized by Vir, as compensation for such reserved but unused capacity. [***].

Section 4. Confidentiality. All confidential or proprietary information disclosed by one Party to the other (or by or to any of their respective affiliates, officers, directors, employees, representatives and agents) in connection with this Letter Agreement, Definitive Agreement, and/or Services, the fact that the Parties are contemplating shall be deemed to be Confidential Information as defined in, and shall be subject to the terms of, the Mutual Confidentiality Agreement dated as of [***] by and between Samsung and Vir (the “CDA”). In addition, a Recipient may disclose Discloser’s Confidential Information to its actual and potential investors, acquirors, licensees and collaboration partners, in each case, who have a need to know such Confidential Information and who are bound by written obligations of confidentiality and non-use at least as restrictive as those contained in the CDA. Recipient will be responsible for any breach or threatened breach of the CDA by any such actual and potential investors, acquirors, licensees and collaboration partners. The CDA is attached hereto as Exhibit C.

Section 5. Termination. This Letter Agreement shall terminate as follows: (1) upon completion and signing of the Definitive Agreement; or (2) upon mutual written agreement by the Parties. Vir’s obligations pursuant to Sections 2 and 3 of this Letter Agreement shall survive termination of this Letter Agreement. In the event this Letter Agreement is terminated without signing of the Definitive Agreement, the Capacity Reservation Shortfall shall immediately become due.

Section 6. Limitation of Liability. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, PUNITIVE, EXEMPLARY, MULTIPLIED, SPECIAL, INCIDENTAL, LOST PROFITS OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS Letter Agreement AND EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO SEEK SUCH DAMAGES. Vir and Samsung (each, an “Indemnifying Party”) shall indemnify and hold harmless the other Party (the “Indemnified Party”) and its officers, directors, employees or agents from and against any losses, costs, or other damages (“Damages”) arising or resulting from any third party claims to the extent such Damages are relating to, arising out of, in connection with, or resulting from claims, demands or actions based upon (i) gross negligence or willful misconduct of the Indemnifying Party or its officers, directors, employees or agents, or (ii) any claim alleging infringement of a third party’s intellectual property rights. [***].

Section 7. Assignment. No Party shall be entitled to assign, transfer or convey this Letter Agreement or any of its rights or obligations hereunder, in whole or in part, by operation of law or otherwise, without the prior written consent of the other Party, and any attempt to do so without such consent shall be void. Notwithstanding the foregoing, Vir may assign this Agreement to its collaboration partner with respect to the Product, and each party will have the right to assign this Agreement to any successor in interest to all or substantially all of such party’s business or assets to which this Agreement relates whether through asset or stock acquisition, merger, consolidation, or otherwise, in one or a series of transactions. Nothing shall relieve the assigning Party of any of its responsibilities or obligations hereunder and, as a condition of such assignment, the assignee shall agree in writing to be bound by all obligations of the assigning Party hereunder. This Agreement shall be binding upon the successors and permitted assigns of the Parties.

Section 8. General. To the extent not conflicting with or superseded by the terms of this Letter Agreement, the applicable terms of the CDA shall apply to this Letter Agreement, mutatis mutandis.

[Signature Page follows]

AGREED TO AND ACCEPTED BY THE PARTIES:

Attached:

Exhibit A: Pricing

Exhibit B: Terms and Conditions

Exhibit C: Mutual Confidentiality Agreement

EXHIBIT A –PRICING

PRICING AND PAYMENT ASSUMPTIONS

EXHIBIT B – SERVICE TERMS AND CONDITIONS

EXHIBIT C: MUTUAL CONFIDENTIALITY AGREEMENT