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.
VIR BIOTECHNOLOGY, INC.
COMMON STOCK ISSUANCE AGREEMENT
THIS COMMON STOCK ISSUANCE AGREEMENT (the Agreement) is effective as of the 16th day of October, 2017 (the Effective Date), by and among VIR BIOTECHNOLOGY, INC., a Delaware corporation (the Company), and ALNYLAM PHARMACEUTICALS, INC., a Delaware corporation (Purchaser and, together with Company, the Parties). Capitalized terms used and not otherwise defined herein shall have the meaning ascribed thereto in the License Agreement (as defined below).
WHEREAS, the Company and Purchaser are party to a Collaboration and License Agreement of even date herewith pursuant to which Purchaser shall grant to the Company certain licenses to technology useful for the development, manufacture, characterization and use of therapeutic products that function through the mechanism of RNAi, including the proprietary compounds known as ALN-HBV and ALN-HBV02 (the License Agreement);
WHEREAS, pursuant to Section 7.2 of the License Agreement, as partial consideration for the grant by Purchaser to the Company of the licenses contemplated by the License Agreement, the Company desires to issue, and Purchaser desires to acquire, shares of Common Stock of the Company (the Common Stock) as herein described, on the terms and conditions hereinafter set forth.
NOW, THEREFORE, IT IS AGREED between the Parties as follows:
1. ISSUANCE OF COMMON STOCK.
(a) The Company hereby agrees to issue to Purchaser an aggregate of 5,000,000 shares of Common Stock (the Initial Stock) in partial consideration of Purchasers entering into the License Agreement.
(b) Subject to the terms and conditions of this Agreement and provided the License Agreement is in full force and effect, upon the satisfaction of the Milestone Condition, the Company additionally agrees to issue to Purchaser, within the Milestone Issuance Time Period, the number of shares of Common Stock equal to the lesser of (i) an aggregate of 5,000,000 shares of Common Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or similar recapitalization affecting such shares) and (ii) 200,000,000 divided by the Milestone Stock Price (the Milestone Stock and together with the Initial Stock, the Stock), at the Milestone Closing; provided, however, that if applicable, in no event shall fractional shares be issued in connection with the foregoing and the number of shares of Common Stock to be issued shall be rounded down to the nearest whole share (with the value of such fractional share paid to Purchaser in cash); provided further, that notwithstanding anything to the