Vir Biotechnology Could Collect Up To $135 Million Near Term From Gilead Cancer Deal
Gilead gets an exclusive license to three solid-tumor T-cell engagers and will buy about $25 million of Vir stock; $1.74 billion more is possible.
Vir Biotechnology is eligible for up to $135 million in upfront and near-term preclinical milestone payments under a collaboration and license agreement with Gilead Sciences, according to a press release attached to an 8-K filed Wednesday. Gilead has also agreed to buy about $25 million of Vir shares in a private sale.
What the deal pays
The $135 million is made of $90 million upfront and up to $45 million in potential near-term preclinical milestones. The upfront piece includes $65 million in cash and a $25 million equity investment at a 30% premium.
Beyond that, Vir has the potential to receive up to $1.74 billion in further development, regulatory and commercial milestones. It would also earn tiered royalties on net sales, ranging from high single digits to low double digits.
Vir will handle discovery, design and optimization of three PRO-XTEN dual-masked T-cell engager candidates aimed at selected solid-tumor antigens. T-cell engagers are drugs designed to direct the immune system's T-cells to destroy cancer cells. Gilead gets an exclusive license to nominate and advance the candidates, and will be responsible for later development, manufacturing and commercialization.
The stock sale to Gilead
Under a stock purchase agreement signed with the collaboration, Gilead agreed to buy 1,765,486 shares at $14.16 each, about $25 million in total. The sale is subject to customary closing conditions and relies on a private-placement exemption, based in part on Gilead's representation that it is an accredited investor.
Standstill, voting and lockup provisions expire one year after the anticipated closing. At that point Gilead will, under certain circumstances, have a right to require Vir to register the shares for resale.
Vir shares closed at $10.61 on Tuesday, down 6.11% on the session, before the filing became public Wednesday at 8:35 a.m. ET. The agreement itself is dated October 9.
What the companies said
CEO Marianne De Backer called the deal "further external validation of Vir Biotechnology's integrated discovery capabilities and the broad potential of the PRO-XTEN platform." Vir says this is its second collaboration built on the universal PRO-XTEN masking technology.
The $25 million share purchase still has to close, and Gilead's candidate nominations under the collaboration are the next milestones to track.
Sources
- 8-K Filing — Vir Biotechnology, Inc. (VIR) — SEC EDGAR
- Exhibit a2026-10x14_8xkxplatinumxp.htm — Vir Biotechnology, Inc. 8-K exhibit — SEC EDGAR
