Vir Biotechnology signs Gilead deal with $90M upfront
Vir may receive up to $1.74 billion in further milestones and tiered royalties, while Gilead handles later development and commercialization.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
8-K
Rhea-AI Filing Summary
Vir Biotechnology, Inc. (VIR) entered a global collaboration with Gilead Sciences on October 9, 2026, to discover and engineer three PRO-XTEN® dual-masked T-cell engager development candidates for selected solid tumor-associated antigens. Vir will handle discovery, design and optimization; Gilead will have an exclusive license to nominate and advance candidates and will handle subsequent development, manufacturing and commercialization.
Vir is eligible for up to $135 million in upfront and near-term preclinical milestone payments: $90 million in upfront consideration, including $65 million cash and a $25 million equity investment, plus up to $45 million in potential near-term milestones. Gilead agreed to purchase 1,765,486 common shares at $14.16 per share, for approximately $25 million, subject to customary closing conditions; the equity investment is at a 30% premium. Vir may also receive up to $1.74 billion in further development, regulatory and commercial milestones, plus tiered high single-digit to low double-digit royalties on net sales.
1 point · 1 major0 major · 0 points
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Hollow bars mark forward-looking points. How the balance works
Positive
- Major point. Forward-looking: it has not happened yet and may not happen.Up to $1.74 billion in further milestones, plus tiered net-sales royalties. 97% of market cap
Negative
- None.
Filing Explained
Under its stock purchase agreement, Vir agreed, subject to customary closing conditions, to issue Gilead shares through an unregistered transaction; if completed, the added shares would dilute existing holders. Standstill, voting and lockup provisions expire one year after anticipated closing, when Gilead may, in certain circumstances, require resale registration.
8-K Event Classification
3 items: 3.02, 8.01, 9.01
3 items
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Development candidates: 3 candidates
Gilead common shares to purchase: 1,765,486 shares
Purchase price: $14.16 per share
+5 more
8 metrics
Development candidates
3 candidates
Candidates Vir is to discover and engineer
Gilead common shares to purchase
1,765,486 shares
Purchase is subject to customary closing conditions
Purchase price
$14.16 per share
Price under the Stock Purchase Agreement
Total upfront and near-term payments
Up to $135 million
Upfront consideration and potential near-term preclinical milestone payments
Upfront consideration
$90 million
Includes $65 million cash and a $25 million equity investment
Equity investment
$25 million
At a 30% premium
Potential near-term preclinical milestones
Up to $45 million
Part of the upfront and near-term payment package
Further development, regulatory and commercial milestones
Up to $1.74 billion
Additional potential milestone payments
Key Terms
PRO-XTEN® dual-masked T-cell engager, preclinical milestones, tiered royalties, therapeutic index
4 terms
PRO-XTEN® dual-masked T-cell engager medical
"three novel PRO-XTEN® dual-masked T-cell engager development candidates"
preclinical milestones financial
"up to $45 million in potential near-term preclinical milestones"
tiered royalties financial
"tiered high single-digit to low double-digit royalties on net sales"
Tiered royalties are a payment structure where the percentage of earnings paid as royalties changes based on different levels of sales or production. For example, a company might pay a smaller percentage on initial sales and a higher percentage as sales increase beyond certain points. This system encourages higher sales by adjusting payments, making it important for investors to understand how revenue sharing may vary as a product or project grows.
therapeutic index medical
"a wide therapeutic index across solid tumor targets"
The therapeutic index is a measure of a drug’s safety margin—the gap between the dose that produces a desired effect and the dose that causes harmful effects. For investors, a larger therapeutic index means a wider safety cushion, lower risk of dangerous side effects, smoother regulatory review and broader market acceptance, all of which can reduce clinical and commercial risk and affect a drug developer’s valuation.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much could Vir (VIR) receive under the Gilead deal?
Vir is eligible for up to $135 million in upfront and near-term preclinical milestone payments, plus up to $1.74 billion in further development, regulatory and commercial milestones. The agreement also provides for tiered high single-digit to low double-digit royalties on net sales.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________________
FORM 8-K
________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 9, 2026
________________________________________
(Exact name of Registrant as Specified in Its Charter)
________________________________________
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
Registrant’s Telephone Number, Including Area Code: (415 ) 906-4324
(Former Name or Former Address, if Changed Since Last Report)
________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 3.02 Unregistered Sales of Equity Securities.
On October 9, 2026, Vir Biotechnology, Inc. (Vir Bio) and Gilead Sciences, Inc. (Gilead) entered into a Collaboration and License Agreement (the Agreement), pursuant to which Vir Bio and Gilead will enter into a global strategic collaboration to discover and engineer three novel PRO-XTEN® dual-masked T-cell engager (TCE) development candidates targeting selected solid tumor-associated antigens.
Concurrently with the execution of the Agreement, Vir Bio and Gilead also entered into a Stock Purchase Agreement (the SPA), pursuant to which Gilead has agreed to purchase 1,765,486 shares of Vir Bio’s common stock at $14.16 per share for an aggregate purchase price of approximately $25 million, subject to customary closing conditions. The SPA includes standstill, voting and lockup provisions, with customary exceptions, that expire one year after the date of the anticipated closing of the SPA. One year after the anticipated closing of the SPA, Gilead will have, under certain circumstances, a customary right to require Vir Bio to register the resale of the shares purchased pursuant to the SPA. Vir Bio agreed to issue and sell the shares of Common Stock to Gilead pursuant to the SPA in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. Vir Bio relied on this exemption from registration based in part on Gilead’s representation that it is an accredited investor.
PRO-XTEN® is a trademark of Amunix Pharmaceuticals, Inc., a Sanofi company.
Item 8.01 Other Events.
On October 14, 2026, Vir Bio issued a press release announcing the entry into the Agreement and the SPA. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
Forward-Looking Statements
This Current Report on Form 8-K (this Form 8-K) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “should,” “could,” “may,” “might,” “will,” “plan,” “potential,” “aim,” “expect,” “anticipate,” “promising” and similar expressions (as well as other words or expressions referencing future events, conditions or circumstances) are intended to identify forward-looking statements. Forward-looking statements contained in this Form 8-K include, but are not limited to, statements regarding: the parties’ ability discover and engineer three novel PRO-XTEN® dual-masked TCE development candidates targeting selected solid tumor-associated antigens; Vir Bio’s immediate and potential future financial and other obligations under the Agreement and SPA with Gilead; Vir Bio’s ability to realize the anticipated benefits from the Agreement; Vir Bio’s strategy and plans; and any assumptions underlying any of the foregoing. Many factors may cause differences between current expectations and actual results, including, without limitation: unexpected data or results observed during preclinical or future clinical studies or in data readouts; risks of unexpected costs, delays or other unexpected hurdles; difficulties in collaborating with other companies, some of whom may be competitors of Vir Bio or otherwise have divergent interests, and uncertainty as to whether the benefits of Vir Bio’s various collaborations can ultimately be achieved; challenges in accessing manufacturing capacity; the timing and outcome of Vir Bio’s or a collaborator’s planned interactions with regulatory authorities, as well as general difficulties in obtaining any necessary regulatory approvals; successful development and/or commercialization of alternative product candidates by Vir Bio’s competitors, as well as changes in expected or existing competition; geopolitical changes or other external factors; and unexpected litigation or other disputes. In light of these risks and uncertainties, the events or circumstances referred to in the forward-looking statements may not occur. Drug development and commercialization involve a high degree of risk, and only a small number of research and development programs result in commercialization of a product. Results in early-stage clinical studies may not be indicative of full results or results from later-stage or larger-scale clinical studies and do not ensure regulatory approval. The actual results may vary from the anticipated results, and the variations may be material. You are cautioned not to place undue reliance on any scientific data presented or these forward-looking statements, which are based on Vir Bio’s available information, expectations and assumptions as of the date of this Form 8-K. Other factors that may cause Vir Bio’s actual results to differ from those expressed or implied in the forward-looking statements in this Form 8-K are discussed in Vir Bio’s filings with the U.S. Securities and Exchange Commission, including the section titled “Risk Factors” contained therein. Except as required by law, Vir Bio assumes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
| 99.1 | Press Release of the Company, dated October 14, 2026 | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VIR BIOTECHNOLOGY, INC. | |||||||||||
| Date: | October 14, 2026 | By: | /s/ Marianne De Backer | ||||||||
| Marianne De Backer, M.Sc., Ph.D., MBA President and Chief Executive Officer | |||||||||||
Exhibit 99.1
Vir Biotechnology Enters Multi-Program Collaboration and License
Agreement with Gilead Sciences to Discover and Develop Novel
PRO-XTEN® Dual-masked T-cell Engagers for Solid Tumors
Agreement with Gilead Sciences to Discover and Develop Novel
PRO-XTEN® Dual-masked T-cell Engagers for Solid Tumors
- Collaboration combines Vir Biotechnology’s T-cell engager discovery, AI-enabled protein engineering and clinically-validated PRO-XTEN® masking technology with Gilead’s oncology development and commercialization expertise
- This is the Company’s second collaboration building on the universal PRO-XTEN® masking technology
SAN FRANCISCO, Calif. October 14, 2026 - Vir Biotechnology, Inc. (Nasdaq: VIR), today announced a collaboration and license agreement with Gilead to discover and engineer three novel PRO-XTEN® dual-masked T-cell engager (TCE) development candidates targeting selected solid tumor-associated antigens. Gilead will have an exclusive license to develop and commercialize the novel TCEs.
Through this collaboration, Vir Biotechnology will apply its deep expertise in TCE discovery and protein engineering, its proprietary dAIsY™ (data AI structure and antibodY) platform for rapid, multiparameter optimization of high-quality TCEs and the universal PRO-XTEN® masking technology to develop next-generation TCEs, each with potent anti-tumor activity and a wide therapeutic index across solid tumor targets addressing areas of high unmet need.
“We believe TCEs have a powerful role to play in the future of immunotherapy to treat cancer. This collaboration with Gilead provides an opportunity to generate multiple differentiated candidates aimed at difficult-to-address solid tumors and to expand the potential impact of our science, while also advancing our own clinical oncology portfolio,” said Marianne De Backer, President and Chief Executive Officer of Vir Biotechnology. “This transaction provides further external validation of Vir Biotechnology’s integrated discovery capabilities and the broad potential of the PRO-XTEN® platform.”
“We look forward to combining Gilead’s established and growing oncology capabilities, including our extensive development expertise and focus on next-generation immunotherapies, with Vir Biotechnology’s innovative discovery capabilities,” stated Flavius Martin, MD, Executive Vice President, Research, Gilead Sciences. “Together with Vir Biotechnology, we seek to bring meaningful innovative therapeutics to patients.”
Under the terms of the agreement, Vir Biotechnology will be responsible for discovery, design and optimization of three novel PRO-XTEN® dual-masked TCE development candidates targeting selected solid tumor-associated antigens. Gilead will have an exclusive license to nominate and advance candidates generated under the collaboration and will be responsible for subsequent development, manufacturing and commercialization activities. Vir Biotechnology will be eligible to receive up to $135 million in total upfront and near-term preclinical milestone payments, consisting of $90 million in upfront consideration, which includes $65 million in cash and a $25 million equity investment at a 30% premium, and up to $45 million in potential near-term preclinical milestones. In addition, Vir Biotechnology has the potential to receive up to $1.74 billion in further development, regulatory and commercial milestones, along with tiered high single-digit to low double-digit royalties on net sales.
About Vir Biotechnology
Vir Biotechnology, Inc. is a clinical-stage biopharmaceutical company focused on powering the immune system to transform lives by discovering and developing medicines for serious infectious diseases and cancer. Its clinical-stage portfolio includes programs for chronic hepatitis delta and multiple PRO-XTEN® dual-masked T-cell engagers across validated targets in solid tumor indications. Vir Biotechnology also has a preclinical portfolio of programs across a range of oncologic malignancies. Vir Biotechnology routinely posts information that may be important to investors on its website.
About PRO-XTEN® Dual-masked T-cell Engagers (TCEs)
T-cell engagers (TCEs) are powerful anti-tumor agents designed to direct the immune system, specifically T-cells, to destroy cancer cells. TCEs have become an important treatment option for blood cancers, but their usage in solid tumors has been limited due to toxicity. The universal PRO-XTEN® masking technology is designed to extend the half-life of the molecule and to keep TCEs inactive (or masked) until they reach the tumor microenvironment, where tumor-specific proteases cleave off the mask and activate the TCEs, leading to killing of cancer cells by T-cells. By extending the half-life and confining activity to the tumor microenvironment, the PRO-XTEN® technology could limit toxicity, widen the therapeutic index of TCEs, and potentially enable less frequent dosing regimens.
Forward-looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "should," "could," "may," "might," "will," "plan," "potential," "aim," "expect," "anticipate," "promising" and similar expressions (as well as other words or expressions referencing future events, conditions or circumstances) are intended to identify forward-looking statements. Forward-looking statements contained in this press release include, but are not limited to, statements regarding: the therapeutic potential of TCEs and Vir Biotechnology's belief that TCEs have a powerful role to play in the future of immunotherapy and to treat cancer; the potential for the collaboration to generate multiple differentiated therapeutic candidates and to expand the reach of the PRO-XTEN® platform, as well as advance Vir Biotechnology’s oncology portfolio; Vir Biotechnology's immediate and potential future financial and other obligations under the agreement and collaboration with Gilead, as well as Vir Biotechnology's ability to realize the benefits (including future milestone payments and royalties); Vir Biotechnology's strategy and plans; and any assumptions underlying any of the foregoing. Many factors may cause differences between current expectations and actual results, including, without limitation: unexpected data or results observed during preclinical or future clinical studies or in data readouts; risks of unexpected costs, delays or other unexpected hurdles; difficulties in collaborating with other companies, some of whom may be competitors of Vir Biotechnology or otherwise have divergent interests, and uncertainty as to whether the benefits of Vir Biotechnology's various collaborations can ultimately be achieved; challenges in accessing manufacturing capacity; the timing and outcome of Vir Biotechnology's or a collaborator’s planned interactions with regulatory authorities, as well as general difficulties in obtaining any necessary regulatory approvals; successful development and/or commercialization of alternative product candidates by Vir Biotechnology's competitors, as well as changes in expected or existing competition; geopolitical changes or other external factors; and unexpected litigation or other disputes. In light of these risks and uncertainties, the events or circumstances referred to in the forward-looking statements may not occur. Drug development and commercialization involve a high degree of risk, and only a small number of research and development programs result in commercialization of a product. Results in early-stage clinical studies may not be indicative of full results or results from later stage or larger scale clinical studies and do not ensure regulatory approval. The actual results may vary from the anticipated results, and the variations may be material. You are cautioned not to place undue reliance on any scientific data presented or these forward-looking statements, which are based on Vir Biotechnology's available information, expectations and assumptions as of the date of this press release. Other factors that may cause Vir Biotechnology's actual results to differ from those expressed or implied in the forward-looking statements in this press release are discussed in Vir Biotechnology's filings with the U.S. Securities and Exchange Commission, including the section titled "Risk Factors" contained therein. Except as required by law, Vir Biotechnology assumes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
Vir Biotechnology has exclusive rights to the PRO-XTEN® masking platform for oncology and infectious disease. PRO-XTEN® is a trademark of Amunix Pharmaceuticals, Inc., a Sanofi company.
Media Contact
Caren Scannell
Director, Communications
cscannell@vir.bio
Caren Scannell
Director, Communications
cscannell@vir.bio
Investor Contact
Kiki Patel, PharmD
Head of Investor Relations
kpatel@vir.bio
Kiki Patel, PharmD
Head of Investor Relations
kpatel@vir.bio
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