July 25, 2019

George Scangos, Ph.D.
President and Chief Executive Officer
Vir Biotechnology, Inc.
499 Illinois Street, Suite 500
San Francisco, California 94158

       Re: Vir Biotechnology, Inc.
           Draft Registration Statement on Form S-1
           Submitted June 27, 2019
           CIK No. 0001706431

Dear Dr. Scangos:

       We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so we may
understand your disclosure.

       Please respond to this letter by providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances
or do not
believe an amendment is appropriate, please tell us why in your response.

      After reviewing the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional

Draft Registration Statement on Form S-1 submitted June 27, 2019

Prospectus Summary
Our Development Pipeline, page 2

1.     Please revise the pipeline chart to remove the dashed arrow indicating a
       combination trial expected to commence in Phase 2 in 2020 or to identify
       immunomodulatory agent(s) that will be tested in combination with
VIR-2218. To the
       extent you have not identified the immunomodulatory agent(s) or the
       agent has not received regulatory approval, it is premature to include
this combination
       therapy in your pipeline chart.
 George Scangos, Ph.D.
FirstName LastNameGeorge Scangos, Ph.D.
Vir Biotechnology, Inc.
Comapany NameVir Biotechnology, Inc.
July 25, 2019
July 25, 2019 Page 2
Page 2
FirstName LastName
Implications of Being an Emerging Growth Company, page 5

2.       Please supplementally provide us with copies of all written
communications, as defined in
         Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
         present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
         not they retain copies of the communications.
Use of Proceeds, page 65

3.       Please revise your disclosure to clarify whether you will be able to
complete the VIR-
         2218 Phase 1/2 clinical trial with the net proceeds from the offering,
together with existing
         cash, cash equivalents and short-term investments. If any material
amounts of other funds
         are necessary, please disclose the amount of funds needed to complete
the Phase 1/2
         clinical trial. Refer to Instruction 3 to Item 504 of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of
Results of Operations
Comparison of the Years Ended December 31, 2017 and 2018
Research and Development Expenses, page 85

4.       Please revise to disclose your research and development expenses for
each period by
         product candidate. If such costs are not tracked by product candidate,
please disclose that
Critical Accounting Polices and Estimates
Stock-Based Compensation, page 90

5.       Once you have an estimated offering price or range, please explain to
us how you
         determined the fair value of the common stock underlying your equity
issuances, and the
         reasons for any differences between the recent valuations of your
common stock leading
         up to the IPO and the estimated offering price. This information will
help facilitate our
         review of your accounting for equity issuances including stock
compensation and
         beneficial conversion features.
Antibody Platform, page 98

6.       We note your disclosure that anti-Ebola virus mAb114 was identified by
your scientists
         using your technology in collaboration with the NIH and others and
that it is currently
         being developed by Ridgeback Biotherapeutics LP and the NIH. Please
tell us how
         Ridgeback Biotherapeutics LP and the NIH attained rights to develop
mAb114 and why
         you are not involved in the development of the product candidate.
 George Scangos, Ph.D.
FirstName LastNameGeorge Scangos, Ph.D.
Vir Biotechnology, Inc.
Comapany NameVir Biotechnology, Inc.
July 25, 2019
July 25, 2019 Page 3
Page 3
FirstName LastName
Development Programs, page 108

7.       We note your disclosure on pages 119 and 120 that the manufacture and
development of
         VIR-1111 for HIV and VIR-2020 for TB, respectively, are funded by the
Bill & Melinda
         Gates Foundation. Noting your disclosure on page 129 that the grant
agreements for your
         HIV and TB programs expire on June 30, 2020 and your disclosure on
page 65 that you
         expect your current grants will fund the manufacture and "early
clinical development of
         VIR-1111 and VIR-2020," please revise your disclosure to clarify
whether the Bill
         & Melinda Gates Foundation grants will fund the development of
VIR-1111 and VIR-
         2020 through regulatory approval.
Functional Cure for HBV, page 108

8.       We note your disclosure on page 109 that initial data demonstrate an
approximately 30-
         fold reduction in HBsAg at Week 12 in the three patients who have
received two 50 mg
         doses of VIR-2218. We also note that according to your chart on page
111, the trial
         design calls for four chronic HBV patients in the 50 mg x 2 cohort.
Given your statement
         on page 112 that Part B chronic HBV patients in the 50 mg cohort have
completed dosing,
         please revise your disclosure to clarify whether a fourth patient has
completed dosing, and
         if so, describe the data collected to date. Furthermore, where you
discuss the results of this
         trial in the Summary, please expand to also disclose the size of the
Vaccine for HIV Prophylaxis, page 117

9.       We note that VIR-1111 is a proof of concept vaccine and that changes
to the vaccine
         antigen from HIV will be required before subsequent phases of clinical
         Please expand your disclosure to discuss how changes to the vaccine
antigen may impact
         the timing of regulatory approval of this product candidate.
Our Collaboration, License and Grant Agreements, page 120

10.      Please revise your description of each applicable agreement in this
section to disclose
         when the patents underlying the royalty terms are expected to expire
and to quantify the
         "specified number of years" portion of the duration of royalty
obligations. Please note
         that we consider the royalty term to be a material term of an
agreement that should be
         disclosed in the registration statement. In addition, we note that
your disclosure currently
         states that the upper range of some of the royalty obligations is in
the "low double-digits."
         Please revise your disclosure to provide a range that does not exceed
ten percent (e.g.,
         between twenty and thirty percent).
11.      We note your disclosure regarding the Visterra Agreement on page F-27.
Please disclose
         the material terms of this agreement, including the intellectual
property and technology
         licensed, rights and obligations of the parties, milestone payment and
         obligations and termination provision and file the agreement as an
exhibit to the
 George Scangos, Ph.D.
Vir Biotechnology, Inc.
July 25, 2019
Page 4
       registration statement. Alternatively, please tell us why you do not
believe this is
       required. See Item 601(b)(10) of Regulation S-K.
Intellectual Property, page 133

12.    For each patent that you own, license or intend to apply for, please
describe the type of
       patent protection represented by the application, such as composition of
matter, use or
       process. In addition, please expand your disclosure regarding the
patents you own relating
       to VIR-2218 to include the type of patent protection you have,
expiration dates and

13.    Please provide us proofs of all graphics, visual, or photographic
information you
       will provide in the printed prospectus prior to its use, for example in
a preliminary
       prospectus. Please note that we may have comments regarding this
       You may contact Ibolya Ignat at 202-551-3636 or Angela Connell at
202-551-3426 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Irene Paik at 202-551-6553 or Mary Beth Breslin at 202-551-3625 with
any other

FirstName LastNameGeorge Scangos, Ph.D.
                                                              Division of
Corporation Finance
Comapany NameVir Biotechnology, Inc.
                                                              Office of
Healthcare & Insurance
July 25, 2019 Page 4
cc:       Laura Berezin - Cooley LLP
FirstName LastName