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EX-10.45 9 d939702dex1045.htm EX-10.45
Exhibit 10.45
Execution Version
THE SYMBOL “[***]” DENOTES PLACES WHERE CERTAIN
IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROMTHE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND(ii) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE
COMPANY IF PUBLICLY DISCLOSEDCOLLABORATION AGREEMENT
by and between
PFIZER INC.
andBIONTECH SE
March 17, 2020

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TABLE OF CONTENTS
1.

DEFINITIONS

12.

SCOPE OF COLLABORATION

19

3.

LICENSES

19

4.

COMMERCIALIZATION

27

5.

PAYMENTS AND FUNDING

27

6.

RESEARCH AND DEVELOPMENT PLAN

33

7.

CONTRACT GOVERNANCE

34

8.

MANUFACTURING

39

9.

DEVELOPMENT, REGULATORY AND PHARMACOVIGILANCE

41

10. INTELLECTUAL PROPERTY

48

11. CONFIDENTIALITY

58

12. REPRESENTATIONS AND WARRANTIES

62

13. GOVERNMENT APPROVALS; TERM AND TERMINATION

70

14. CHANGE OF CONTROL

74

15. LIMITATION ON LIABILITY, INDEMNIFICATION AND INSURANCE

75

16. MISCELLANEOUS

78i

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COLLABORATION AGREEMENT
This Collaboration Agreement (the “Agreement”) is entered into as of March 17, 2020 (the “Effective Date”), by and between Pfizer Inc., acorporation organized and existing under the laws of Delaware and having a principal place of business at 235 East 42nd Street, New York, New York,
10017 United States (“Pfizer”) and BioNTech SE, a corporation organized and existing under the laws of Germany and having a place of business at An
der Goldgrube 12, D-55131 Mainz, Germany (“BioNTech”). Pfizer and BioNTech may each be referred to herein individually as a “Party” andcollectively as the “Parties”.
WHEREAS, BioNTech owns or otherwise Controls (as defined below) certain patents, patent applications, technology, know-how, scientific andtechnical information and other proprietary rights and information relating to the identification, research and development of Candidates (as defined
below) in the Field (as defined below) for delivery via Delivery Technology (as defined below);
WHEREAS, Pfizer has extensive experience and expertise in the development and commercialization of pharmaceutical and biopharmaceuticalproducts;
WHEREAS, in view of the current COVID-19 crisis, Pfizer and BioNTech wish to engage in expedited collaborative research and development
pursuant to the Research and Development Plan (as defined below) to identify and develop Candidates for inclusion in the Product, seek expedited
regulatory approval for such Product, and launch such Product in all countries of the Territory (as defined below) as quickly as reasonably possible;
and
WHEREAS, Pfizer and BioNTech wish that Pfizer Commercializes the Product in all countries of the Territory, subject to BioNTech having theright to exclusively commercialize the Product in the BioNTech Commercialization Territory.
NOW THEREFORE, in consideration of the mutual promises and covenants set forth below and other good and valuable consideration, thereceipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:
1.

DEFINITIONSAs used in this Agreement, the following terms will have the meanings set forth below:

1.1. “Affiliate” means any entity directly or indirectly controlled by, controlling, or under common control with, a Person, but only for so long as
such control will continue. For purposes of this definition, “control” (including, with correlative meanings, “controlled by”, “controlling” and “undercommon control with”) means (a) possession, direct or indirect, of the power to direct or cause direction of the management or policies of an entity(whether through ownership of securities or other ownership interests, by contract or otherwise), or (b) beneficial ownership of more than 50% of thevoting securities or other ownership or general partnership interest (whether directly or pursuant to any option, warrant or other similar arrangement) orother comparable equity interests of an entity; provided, however, that where an entity owns a majority of the voting power necessary to elect amajority of the board of directors or other governing board of another entity, but is restricted from electing such majority by contract or otherwise, such
entity will not be considered to be in control of such other entity until such time as such restrictions are no longer in effect. Notwithstanding theforegoing, for the purposes of this Agreement, AT Impf GmbH, having its place of business at Rosenheimer Platz 6, 81669 Munich, Germany, and any
entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with AT Impf GmbH (otherthan BioNTech SE or any entity that is directly or indirectly controlled by BioNTech SE) (collectively, the “Impf Group”) shall not be considered
Affiliates of BioNTech.
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1.2. “Anti-Corruption Laws” means all applicable anti-bribery and anti-corruption laws and regulations, including the U.S. Foreign Corrupt
Practices Act of 1977, the U.K. Bribery Act 2010, and the local laws and regulations of any countries in which Candidates or Products, payments orservices will be provided or procured under or pursuant to this Agreement.
1.3. “Applicable Data Protection Law” means all applicable personal data protection laws, rules and regulations, including the EU General Data
Protection Regulation (“GDPR”).
1.4. “Bankruptcy Code” means Section 101(35A) of Title 11 of the United States Code, as amended, or such other legislation, Law or code witheffect in another jurisdiction to which BioNTech or its Affiliates is subject having equivalent or reasonably similar purpose or provisions to theforegoing.
1.5. “Binding Obligation” means, with respect to a Party (a) any oral or written agreement or arrangement that binds or affects such Party’s
operations or property, including any assignment, license agreement, loan agreement, guaranty, or financing agreement, (b) the provisions of such
Party’s charter, bylaws or other organizational documents or (c) any order, writ, injunction, decree or judgment of any court or Governmental Authority
entered against such Party or by which any of such Party’s operations or property are bound.
1.6. “BioNTech Commercialization Territory” means (a) Germany and Turkey, until such time, on a country by country basis, a BioNTech
Territory Exit Option is exercised by BioNTech in respect of one or both of those countries; (b) those countries, on a country by country basis, whichbecome Pfizer Exit Countries (if any); and (c) those countries within the Developing Countries Territory for so long as BioNTech or its Affiliate ordesignee pursuant to the relevant Third Party Funder agreement undertakes Commercialization of the Product in such countries.
1.7. “BioNTech Improvement” means any Research and Development Program Technology, regardless of inventorship, that is a modification or
improvement made to the RNA Technology or RNA Process Technology and (a) would also be applicable to one or more candidates or products inaddition to or other than the Candidates or Products (b) is not predominantly directed to the Pfizer Technology and (c) could have reasonably beendeveloped without the aid, use or application of Pfizer Materials, Pfizer Improvements or Pfizer’s Confidential Information or any improvements orenhancements thereto.
1.8. “BioNTech Know-How” means [***].
1.9. “BioNTech Materials” means any tangible materials (but not information about or contained in such materials) owned or Controlled by
BioNTech that relate to or embody the BioNTech Know-How or BioNTech Patent Rights.
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1.10. “BioNTech Patent Right” means any Patent Right (other than Pfizer Patent Rights or Patent Rights jointly owned by BioNTech and Pfizer
pursuant to Section 10.2) in any form and whether pending or issued that (a) is Controlled by BioNTech or any of its Affiliates as of the Effective Dateor comes into the Control of BioNTech or any of its Affiliates during the Term (other than, in either case, through the grant of a license by Pfizer) and(b) claims any BioNTech Know-How.
1.11. “BioNTech Technology” means the BioNTech Patent Rights, BioNTech Materials, BioNTech Know-How. For avoidance of doubt,
BioNTech Technology includes all Intellectual Property Rights Controlled by BioNTech pursuant to the Fosun Agreement.
1.12. “BioNTech Territory Exit Option” is defined in Schedule 4.1.
1.13. “BioNTech Third Party Agreement” means any agreement between BioNTech (or any of its Affiliates) and any Third Party (such Third
Party, a “Third Party Licensor”) that (a) relates to any of the BioNTech Technology or Research and Development Program Technology, or (b) otherwise
grants a license or otherwise transfers any right to practice under any Patent Rights or Know-How, in each case that relate to the Candidates or Products
or activities under this Agreement. For clarity, all Current Licenses shall be deemed BioNTech Third Party Agreements hereunder and all Current
Licensors shall be deemed Third Party Licensors hereunder.
1.14. “Biologics License Application” or “BLA” means an application requesting permission from the FDA to introduce, or deliver for
introduction, a biological product into interstate commerce, or any similar application or submission for marketing authorization of a product filedwith a Regulatory Authority to obtain Regulatory Approval for such product in a country or group of countries.
1.15. “Biosimilar Notice” means a copy of any application submitted by a Third Party to the FDA under 42 U.S.C. § 262(k) of the Public HealthService Act (or, in the case of a country of the Territory outside the United States, any similar law) for Regulatory Approval of a biopharmaceuticalproduct, which application identifies a Product as the Reference Product with respect to such product, and other information that describes the process
or processes used to manufacture the biopharmaceutical product.
1.16. “Business Day” means a day other than a Saturday, Sunday or bank or other public holiday in New York, New York, USA or Mainz,
Germany.
1.17. “Candidate” means an immunogenic composition in the Field that comprises Unmodified RNA Technology, Modified RNA Technology or
Replicon Technology that (a) is Developed pursuant to the Research and Development Plan, (b) is Controlled by BioNTech as of the Effective Date orfrom time to time during the Term or (c) subject to Section 4.1, is Exploited by any of the Parties or their Affiliates pursuant to this Agreement, theCommercialization Terms and the Commercialization Agreement. Those Candidates Controlled by BioNTech and existing as of the Effective Date areset forth in Schedule 1.17.
1.18. “Calendar Quarter” means the respective periods of three consecutive calendar months ending on March 31, June 30, September 30 and
December 31.
1.19. “Calendar Year” means any twelve (12) month period beginning on January 1 and ending on the next subsequent December 31.
1.20. “Capex Costs” means any capital expenditure costs associated with (a) the Research and Development Program or (b) the build-out,establishment, construction, expansion or investment in any Manufacturing facilities.
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1.21. “Change of Control” means, with respect to a Party (a) the acquisition of beneficial ownership, directly or indirectly, by any Person (otherthan such Party or an Affiliate of such Party, and other than by virtue of obtaining irrevocable proxies) of securities or other voting interest of such
Party representing of the combined voting power of such Party’s then outstanding securities or other voting interests, (b) any merger, reorganization,
consolidation or business combination involving such Party with a Third Party that results in the holders of beneficial ownership (other than by virtueof obtaining irrevocable proxies) of the voting securities or other voting interests of such Party (or, if applicable, the ultimate parent of such Party)
immediately prior to such merger, reorganization, consolidation or business combination ceasing to hold beneficial ownership of at least 50% of the
combined voting power of the surviving entity immediately after such merger, reorganization, consolidation or business combination, (c) any sale,lease, exchange, contribution or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of such Party
to which this Agreement relates, other than a sale or disposition of such assets to an Affiliate of such Party or (d) the approval of any plan or proposal
for the liquidation or dissolution of such Party (other than in circumstances where such Party is deemed a Debtor pursuant to Section 13.7).
1.22. “Clinical Trial” means a human clinical study conducted on sufficient numbers of human subjects that is designed to (a) establish that a
pharmaceutical product is reasonably safe for continued testing, (b) investigate the safety and efficacy of the pharmaceutical product for its intended
use, and to define warnings, precautions and adverse reactions that may be associated with the pharmaceutical product in the dosage range to beprescribed or (c) support Regulatory Approval of such pharmaceutical product or label expansion of such pharmaceutical product. Without limiting theforegoing, Clinical Trial includes any Phase I Clinical Trial, Phase II Clinical Trial, Phase III Clinical Trial or other expedited clinical trial conductedby or on behalf of one or both Parties in connection with this Agreement.
1.23. “Combination Product” means a product comprising a Candidate or Product in combination with one or more other therapeutically active
ingredients (which includes any prophylactic activity) that are co-formulated as part of the same dosage form or packaged and administered to patient
together. For the avoidance of doubt, adjuvants, including molecular adjuvants, are not considered therapeutically active ingredients for the purposesof this definition regardless of whether or not such adjuvant is packaged together with a Candidate or Product but in a separate container.
1.24. “Commercialization Agreement” means the definitive agreement pursuant to which (i) Pfizer shall be licensed to Commercialize theProduct on the Commercialization Terms and (ii) BioNTech shall retain and have rights to Commercialize the Product in the BioNTech
Commercialization Territory; such agreement to be entered into between the Parties in accordance with the provisions of Section 4 and Schedule 4.1.
1.25. “Commercialize” or “Commercializing” means to market, promote, distribute, offer for sale, sell, have sold, import, have imported, export,
have exported or otherwise commercialize a compound or product. When used as a noun, “Commercialization” and “Commercialized” means any andall activities involved in Commercializing.
1.26. “Commercially Reasonable Efforts” means, with respect to the efforts to be expended by a Party with respect to any objective, thosereasonable, good faith efforts to accomplish such objective as such Party would normally use to accomplish a similar objective under similar
circumstances, in particular taking into account the then-current urgency of the COVID-19 crisis. With respect to any efforts relating to theDevelopment, Regulatory Approval or Commercialization of a Candidate or Product by a Party, generally or with respect to any particular country in
the Territory, a Party will be deemed to have exercised Commercially Reasonable Efforts if such Party has exercised those efforts normally used by such
Party having regard to the circumstances, in the relevant country, with respect to a compound or protein, product4

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or product candidate, as applicable (a) of similar modality Controlled by such Party, (b) to which such Party has similar rights, (c) which is of similarmarket potential in such country, and (d) which is at a similar stage in its development or product life cycle, as any Candidate or Product, in each case,taking into account all Relevant Factors in effect at the time such efforts are to be expended. Further, to the extent that the performance of a Party’s
obligations hereunder is adversely affected by the other Party’s failure to perform its obligations hereunder, the impact of such performance failure will
be taken into account in determining whether such Party has used its Commercially Reasonable Efforts to perform any such affected obligations.
1.27. “Compassionate Use Purposes” means, with respect to the Product, providing Product under compassionate or emergency use or expanded
access programs, including pursuant to an emergency use authorization granted by a Governmental Authority or Regulatory Authority, or injurisdictions or to vulnerable populations experiencing emergency pandemic, or crisis epidemic, coronavirus conditions.
1.28. “Competitive Product” means a pharmaceutical product that incorporates an immunogenic composition comprising RNA in the Field thatis intended to be, has been, or is being Exploited by a Third Party. For avoidance of doubt, Competitive Product does not include Product(a) Commercialized by or on behalf of BioNTech in the BioNTech Commercialization Territory pursuant to this Agreement or the Commercialization
Agreement, as applicable; or (b) Commercialized outside of the Territory in accordance with the terms of the Fosun Agreement.
1.29. “Compliance” means the adherence by the Parties in all material respects to all applicable Laws and Party Specific Regulations, in eachcase with respect to the activities to be conducted under this Agreement.
1.30. “Confidential Information” means, with respect to each Party, all Know-How or other information, including proprietary information andmaterials (whether or not patentable) regarding or embodying such Party’s or its Representatives’ technology, products, business information or
objectives, that is communicated by or on behalf of the Disclosing Party to the Receiving Party or its permitted recipients, on or after the Effective
Date, but only to the extent that: (a) such Know-How or other information in written form is marked in writing as “confidential” at the time of
disclosure, (b) such Know-How or other information disclosed orally or in non-tangible form is identified by the Disclosing Party as “confidential” at
the time of disclosure or within 30 days thereafter, or (c) such Know-How or other information (regardless of the form of disclosure) is disclosed incircumstances of confidence or would be understood by the Parties, exercising reasonable business judgment, to be confidential. Confidential
Information does not include any Know-How or other information to the extent the Receiving Party can demonstrate by competent proof that such
Know-How or other information (a) was already known by the Receiving Party (other than under an obligation of confidentiality to the Disclosing
Party) at the time of disclosure by or on behalf of the Disclosing Party, (b) was generally available to the public or otherwise part of the public domain
at the time of its disclosure to the Receiving Party, (c) became generally available to the public or otherwise part of the public domain after its
disclosure to the Receiving Party, other than through any act or omission of the Receiving Party in breach of its obligations under this Agreement,(d) was disclosed to the Receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the Disclosing
Party not to disclose such information to the Receiving Party or (e) was independently discovered or developed by or on behalf of the Receiving Party
without the use of any Confidential Information belonging to the Disclosing Party. The terms and conditions of this Agreement will be considered
Confidential Information of both Parties. Joint Know-How shall be deemed Confidential Information of either Party and either Party shall be deemed
the Receiving Party in respect of Joint Know-How.
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1.31. “Control” or “Controlled” means with respect to any Intellectual Property Right or material (including any Patent Right, Know-How orother data, information or material), the ability (whether by sole, joint or other ownership interest, license or otherwise, other than pursuant to thisAgreement) to, without violating the terms of any agreement with a Third Party, grant a license or sublicense or provide access or other right in asprovided in this Agreement, to or under such Intellectual Property Right or material.
1.32. “Conversion Costs” means [***].
1.33. “Copyright” means any copyright which pertains to the promotional materials and literature utilized by Pfizer in connection with theCommercialization of Products in the Territory.
1.34. “Cover”, “Covered” or “Covering” means, with respect to (a) a given Candidate or Product and Patent Right, that a valid claim of such
Patent Right would, absent a license thereunder or ownership thereof, be infringed by the making, sale, offer for sale or importation of such Candidate
or Product and (b) a given Candidate or Product and Know-How, that such Know-How would, absent a license thereunder or ownership thereof, bemisappropriated or misused by the use or making of such Candidate or Product.
1.35. “Current Good Manufacturing Practices” or “cGMP” means all applicable standards and applicable Laws relating to manufacturing
practices for products (including ingredients, testing, storage, handling, intermediates) promulgated by the U.S. Food and Drug Administration and anyother governmental authority (including, European Union or member state level and Japan), including, but not limited to, standards in the form of
applicable laws, guidelines, advisory opinions and compliance policy guides, and current interpretations of the applicable authority or agency thereof(as applicable to pharmaceutical and biological products and ingredients), as the same may be updated, supplemented or amended from time to time, ineach case of those jurisdictions in which the products are Manufactured.
1.36. “Current Licenses” means any agreement (a) that BioNTech or its Affiliates has entered into prior to the Effective Date with a Third Partyand (b) pursuant to which BioNTech or its Affiliates are (i) granted rights to any BioNTech Technology as of the Effective Date or (ii) granted a licenseor otherwise transferred any right to practice under any Patent Rights or Know-How, in each case that relate to the Candidates or Products or activities
under this Agreement. BioNTech’s Current Licenses are disclosed on Schedule 1.36.
1.37. “Current Licensor” means any Third Party that is a party to a Current License.
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1.38. “Delivery Technology” means the BioNTech Know-How applicable to formulating nucleic acids to enable the delivery of such nucleic
acids to target cells in vivo. For clarity, Delivery Technology does not include [***].
1.39. “Develop”, “Developed” or “Developing” means to discover, research or otherwise develop or improve a process, compound or product,
including planning and conducting non-clinical and clinical research and development activities prior to Regulatory Approval or any research ordevelopment conducted after receipt of Regulatory Approval, including those required by any Regulatory Authority to maintain any Regulatory
Approval. When used as a noun, “Development” means any and all activities involved in Developing.
1.40. “Developing Countries Territory” means, to the extent BioNTech or any of its Affiliates receive Third Party funding from [***] to fundDevelopment or Manufacturing of the Candidates or Products pursuant to this Agreement, those countries listed in Schedule 1.40 which are also
defined in the relevant funding documents as “Developing Countries”; provided that if prior to the execution of such funding documents, the price ofany medicinal product (including the Product) in any country within Schedule 1.40 is made relevant as a reference price for the sale of the Product inany country outside of the countries listed within Schedule 1.40, then such country shall be automatically removed as a country within Schedule 1.40,
unless otherwise mutually agreed in writing by the Parties.
1.41. “Development Budget” means the budget to be agreed and updated by the JSC for all activities, costs and expenses that are to be funded as
Shared Development Costs, and which initial budget for the first [***] of this Agreement is to be agreed between the Parties in accordance with
Section 2.2.
1.42. “EMA” means the European Medicines Agency or any successor agency thereto.
1.43. “Expedited Trial Pathway” means a Clinical Trial protocol or pathway recognized or authorized by any Regulatory Authority for the
emergency or expedited approval of medicines for human use, as opposed to a traditional Clinical Trial.
1.44. “Exploit” means to Develop, Manufacture, Commercialize, use or otherwise exploit. Cognates of the word “Exploit” will have correlative
meanings.
1.45. “FD&C Act” means the United States Federal Food, Drug, and Cosmetic Act, as amended, and the rules and regulations promulgatedthereunder.
1.46. “FDA” means the United States Food and Drug Administration or any successor agency thereto.
1.47. “Field” means immunogenic compositions comprising RNA encoding a SARS-CoV-2 polypeptide or fragment thereof, including naturally
occurring or engineered variants thereof, for prophylaxis against COVID-19 in humans.
1.48. “Flu Collaboration License” means the separate research collaboration and license agreement between, inter alia, the Parties for thedevelopment and commercialization of immunogenic compositions comprising RNA that encodes at least one Antigen for prophylaxis against
influenza in humans dated July 20, 2018, as amended.
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1.49. “Fosun” means Shanghai Fosun Pharmaceutical Industrial Development, Co. Ltd, a company incorporated in China, and having a place ofbusiness at No. 1289 Yishan Road, Shanghai, China.
1.50. “Fosun Agreement” means the Development and License Agreement concluded between BioNTech and Fosun on March 13, 2020.
1.51. “Funding Event” means (a) the BioNTech Deferred Development Costs have been repaid in full (other than solely through the payment of
the Regulatory Approval Milestone in the event that the then-current Development Budget contemplates the expenditure of additional funds for thecontinued Development of the Product); (b) a Change of Control of BioNTech; or (c) the date notice is served by either Party to terminate thisAgreement in accordance with Section 13.
1.52. “Future License” means an agreement approved by the Parties (a) that BioNTech or its Affiliates enters into on or after the Effective Datewith a Third Party or (b) that Pfizer or its Affiliates enters into on or after the Effective Date; which in the case of (a) and (b) grants a license(sublicensable in accordance with the licenses granted hereunder) to that Third Party’s (“Future Licensor”) Patent Rights for the Commercialization of
the Candidates or Products by BioNTech and Pfizer in the Field, and which license is applicable to the Candidates or Products and is necessary to
avoid, overcome or settle any potential or actual infringement of those Third Party Patent Rights.
1.53. “GAAP” means United States generally accepted accounting principles, consistently applied.
1.54. “GEIA” means the German Employee Invention Act.
1.55. “GEIA Technology” means all BioNTech Technology and Research and Development Program Technology invented by employees of
BioNTech or its Affiliates (solely or jointly with employees of Third Parties) under the jurisdiction of GEIA.
1.56. “Government” or “Governmental Authority” is to be broadly interpreted and includes (a) any national, federal, state, local, regional orforeign government, or level, branch, or subdivision thereof; (b) any multinational or public international organization or authority; (c) any ministry,
department, bureau, division, authority, agency, commission, or body entitled to exercise any administrative, executive, judicial, legislative, police,
regulatory, or taxing authority or power; (d) any court, tribunal, or governmental arbitrator or arbitral body; (e) any government-owned or controlled
institution or entity; (f) any enterprise or instrumentality performing a governmental function; and (g) any political party.
1.57. “Government Official”, to be broadly interpreted, means (a) any elected or appointed government official (e.g., a member of a ministry ofhealth), (b) any employee or person acting for or on behalf of a government official, Governmental Authority, or other enterprise performing agovernmental function, (c) any political party, candidate for public office, officer, employee, or person acting for or on behalf of a political party or
candidate for public office, (d) any member of a military or a royal or ruling family, and (e) any employee or person acting for or on behalf of a public
international organization (e.g., the United Nations). For clarity, healthcare providers employed by Government-owned or -controlled hospitals, or aperson serving on a healthcare committee that advises a Government, will be considered Government Officials.
1.58. “Gross Profit” means [***].
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1.59. “GxP” means, collectively, all relevant good practice quality guidelines and regulations, encompassing such internationally recognized
standards as Good Manufacturing Practice (GMP), Good Clinical Practice (GCP), Good Laboratory Practice (GLP), Good Distribution Practice (GDP),and Good Review Practice (GRP).
1.60. “HCP” or “Healthcare Professional” includes any physician, nurse, pharmacist, or other person who may administer, prescribe, purchase orrecommend pharmaceutical products or other healthcare products.
1.61. “Human Material” means any biological samples of one or more Subjects collected, provided or utilized by BioNTech during the Researchand Development Plan pursuant to this Agreement.
1.62. “ICF” means an informed consent form that was approved by a qualified Institutional Review Board or Independent Ethics Committee(“IRB / IEC”) in accordance with all applicable Laws and recognized international standards for the protection of human research subjects.
1.63. “IFRS” means International Financing Reporting Standards, as in effect from time to time, together with its pronouncements thereon fromtime to time, consistently applied.
1.64. “IND” means an Investigational New Drug Application submitted under the FD&C Act, or an analogous application or submission with any
analogous agency or Regulatory Authority outside of the United States for the purposes of obtaining permission to conduct Clinical Trials.
1.65. “Intellectual Property Rights” means any and all (a) Patent Rights, (b) proprietary rights in Know-How, including trade secret rights,(c) proprietary rights associated with works of authorship and software, including copyrights, moral rights, and copyrightable works, and allapplications, registrations, and renewals relating thereto, and derivative works thereof, (d) other forms of proprietary or intellectual property rights
however denominated throughout the world, other than trademarks, service marks, trade names, domain names and other indicators of origin.
1.66. “Joint Steering Committee” or “JSC” means the steering committee described in Section 7.3.1.
1.67. “Joint Know-How” means any Research and Development Program Know-How, whether or not patentable, made or created jointly by(a) BioNTech or any of its Representatives and (b) Pfizer or any of its Representatives, which does not constitute BioNTech Know-How, ProductKnow-How or Pfizer Know-How.
1.68. “Joint Patent Rights” means Research and Development Program Patent Rights that claim or disclose any invention included in Joint
Know-How.
1.69. “Joint Technology” means the Joint Know-How and the Joint Patent Rights.
1.70. “Know-How” means any proprietary invention, discovery, development, data, information, process, method, technique, technology, result,cell line, cell, antibody or other protein, compound, probe, nucleic acid, (including RNAi) or other sequences or other know-how, whether or notpatentable, and any physical embodiments of any of the foregoing or any information contained in any of the foregoing.
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1.71. “Law” means any law, statute, rule, regulation, order, judgment or ordinance of any Governmental Authority, including all applicable AntiCorruption Laws, accounting and recordkeeping laws, and laws relating to interactions with HCPs and Government Officials. For the avoidance of
doubt, any specific references to any applicable Law or any portion thereof shall be deemed to include all then-current amendments thereto or any
replacement or successor law, statute, standard, ordinance, code, rule, regulation, resolution, promulgation, order, writ, judgment, injunction, decree,
stipulation, ruling or determination thereto.
1.72. “MA Holder” means, on a country by country basis within the Territory, the Party (or its Affiliate or designee under its control) that holds
the Regulatory Approval required for the Commercialization of the Product in such country.
1.73. “Major EU Market Country” means any of France, Germany, Italy, Spain or the United Kingdom.
1.74. “Major Market Country” means the Major EU Market Countries, the United States and Japan.
1.75. “Manufacture” or “Manufacturing” means to make, produce, manufacture, process, fill, finish, package, label, perform quality assurance
testing, release, ship or store, and for the purposes of further Manufacturing, distribute, import or export, a compound or product or any component
thereof. When used as a noun, “Manufacture”, “Manufactured” or “Manufacturing” means any and all activities involved in Manufacturing acompound or protein, device or product or any component thereof.
1.76. “Manufacturing Costs” means [***].
1.77. “Manufacturing Plan” means the plan for establishing Manufacturing and the Manufacturing facilities, as well as the Manufacturing
obligations of each Party, in respect of the Candidates and Products, as such plan may be updated and modified from time to time with the unanimous
consent of the JSC, and which initial plan for the first [***] of this Agreement is to be agreed between the Parties in accordance with Section 2.2.
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1.78. “Manufacturing Variances” means [***].
1.79. “Materials” means the Pfizer Materials or the BioNTech Materials, as the context requires.
1.80. “Modified RNA” means an mRNA that has been modified by the incorporation of one or more modified nucleosides, excluding the 5’ CAP.
1.81. “Modified RNA Technology” means the BioNTech Know-How applicable to Modified RNA. For clarity, Modified RNA Technology does
not include [***].
1.82. “Mutation” means [***].
1.83. “Net Sales” means with respect to a Product [***].
[***]
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1.84. “Patent Rights” means any and all (a) issued patents, (b) pending patent applications, including all provisional applications,non-provisional applications, substitutions, continuations, continuations-in-part, divisions and renewals, applications sharing a priority claim and allpatents granted thereon, (c) patents-of-addition, reissues, reexaminations and extensions or restorations by existing or future extension or restoration
mechanisms, including patent term adjustments, patent term extensions, supplementary protection certificates or the equivalent thereof, (d) inventor’scertificates, (e) other forms of government-issued rights substantially similar to any of the foregoing and (f) United States and foreign counterparts ofany of the foregoing.
1.85. “Party Specific Regulations” means all non-monetary judgments, decrees, orders or similar decisions issued by any Governmental
Authority specific to a Party, and all consent decrees, corporate integrity agreements, or other agreements or undertakings of any kind by a Party withany Governmental Authority, in each case as the same may be in effect from time to time and applicable to a Party’s activities contemplated by thisAgreement.
1.86. “Person” means an individual, sole proprietorship, partnership, limited partnership, limited liability partnership, corporation, limited
liability company, business trust, joint stock company, trust, incorporated association, joint venture or similar entity or organization, including agovernment or political subdivision or department or agency of a government.
1.87. “Personal Data” means any information relating to an identified or identifiable natural person as further specified in Art. 4 no. 1 of theGDPR.
1.88. “Pfizer Commercialization Territory” means the Territory, except for countries within the BioNTech Commercialization Territory from time
to time.
1.89. “Pfizer Exit Countries” means, on a country by country basis, those countries out of the United Arab Emirates and South-East Asia where
Pfizer elects, pursuant to the Commercialization Terms or Commercialization Agreement, not to Commercialize the Product pursuant to any Pfizer Exit
Option.
1.90. “Pfizer Improvements” means any Research and Development Program Technology, regardless of inventorship, that is a modification or
improvement to the Pfizer Technology and (a) would also be applicable to one or more candidates or products in addition to or other than the
Candidates or Products, (b) is not predominantly directed to the Candidates or Products or the RNA Technology or RNA Process Technology and(c) could have reasonably been developed without the aid, use or application of BioNTech Materials, BioNTech Know-How or BioNTech’s
Confidential Information or any improvements or enhancements thereto.
1.91. “Pfizer Know-How” means [***]
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1.92. “Pfizer Patent Right” means any Patent Right (other than Patent Rights jointly owned by BioNTech and Pfizer pursuant to Section 10.2) inany form and whether pending or issued that (a) is Controlled by Pfizer or any of its Affiliates on the Effective Date or that comes into the Control of
Pfizer or any of its Affiliates during the Term (other than, in either case, through the grant of a license by BioNTech), and (b) claims any Pfizer
Know-How.
1.93. “Pfizer Quarter” means each of the four (4) thirteen (13) week periods (a) with respect to the United States, commencing on January 1 of any
Pfizer Year and (b) with respect to any country in the Territory other than the United States, commencing on December 1 of any Pfizer Year. Wherever
non-country specific timelines are specified in this Agreement in reference to a Pfizer Quarter, such reference shall be deemed to be made to the Pfizer
Year applicable in the United States.
1.94. “Pfizer Technology” means the Pfizer Patent Rights, Pfizer Materials and Pfizer Know-How.
1.95. “Pfizer Year” means the twelve (12) month fiscal periods observed by Pfizer (a) commencing on January 1 with respect to the USA; and(b) commencing on December 1 with respect to any country in the Territory other than the USA.
1.96. “Phase I Clinical Trial” means a Clinical Trial that generally provides for the first introduction into humans of a pharmaceutical productwith the primary purpose of determining safety, metabolism and pharmacokinetic properties and clinical pharmacology of such product, in a mannerthat is generally consistent with 21 CFR § 312.21(a), as amended (or its successor regulation), provided, however, a Phase I Clinical Trial does notinclude any study generally characterized by the FDA as an “exploratory IND study” in CDER’s Guidance for Industry, Investigators, and Reviewers
Exploratory IND Studies, January 2006, irrespective of whether or not such study is actually performed in the United States or under an IND. A
so-called Phase I/II Clinical Trial shall be deemed to be a Phase I Clinical Trial unless such trial, when completed, allows Pfizer to proceed directly to a
Phase III Clinical Trial.
1.97. “Phase II Clinical Trial” means a Clinical Trial, the principal purpose of which is to make a preliminary determination as to whether apharmaceutical product is safe for it intended use and to obtain sufficient information about such product’s efficacy, in a manner that is generally
consistent with 21 CFR § 312.21(b), as amended (or its successor regulation), to permit the design of further Clinical Trials.
1.98. “Phase III Clinical Trial” means a pivotal Clinical Trial with a defined dose or a set of defined doses of a pharmaceutical product designed
to ascertain efficacy and safety of such product, in a manner that is generally consistent with 21 CFR § 312.21(c), as amended (or its successor
regulation), for the purpose of enabling the preparation and submission of an NDA.
1.99. “Price Approval” means, in any country where a Governmental Authority authorizes reimbursement for, or approves or determines pricing
for, pharmaceutical products, receipt (or, if required to make such authorization, approval or determination effective, publication) of such
reimbursement authorization or pricing approval or determination (as the case may be).
1.100. “Product” means any pharmaceutical product in a formulation suitable for administration to humans that [***].
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1.101. “Product Know-How” means any Research and Development Program Know-How that is predominantly directed to the composition ofmatter, treatment with, or the delivery of, Manufacture, form, formulation, or use of a Candidate or Product in the Field and is not generally applicable
to compositions or products in addition to or other than a Candidate or Product.
1.102. “Product Materials” means all raw materials (including, without limitation, active pharmaceutical ingredients and excipients, vectors,
plasmids and mRNA), labeling or packaging materials and components needed for the Manufacture and supply of a given Candidate or Product.
1.103. “Product Patent Rights” means any Patent Right that claims any invention included in Product Know-How.
1.104. “Product Technology” means the Product Know-How and Product Patent Rights.
1.105. “Public Health Service Act” or “PHS Act” means the United States Public Health Service Act (42 U.S.C. 201 et seq), as amended from time
to time (including any rules and regulations promulgated thereunder) or any subsequent or superseding law, statute or regulation.
1.106. “RNA” means ribonucleic acid.
1.107. “RNA Process Technology” means the BioNTech Know-How used to Manufacture Candidates or Products.
1.108. “RNA Technology” means Replicon Technology, Unmodified RNA Technology, Modified RNA Technology and Delivery Technologythat is, in each case, used by BioNTech in the Research and Development Program
1.109. “Regulatory Approval” means all technical, medical and scientific licenses, registrations, authorizations and approvals (including
approvals of INDs, NDAs, BLAs, supplements and amendments, pre- and post- approvals and labeling approvals) of any Regulatory Authority,
necessary or useful for the use, Development, Manufacture, and Commercialization of a pharmaceutical or biopharmaceutical product in a regulatory
jurisdiction, including commercially reasonable Price Approvals and commercially reasonable Third Party reimbursement approvals.
1.110. “Regulatory Authority” means, with respect to a country in the Territory, any national (e.g., the FDA), supra-national (e.g., the European
Commission, the Council of the European Union, or the European Medicines Agency), regional, state or local regulatory agency, department, bureau,
commission, council or other Governmental Authority involved in the granting of a Regulatory Approval or, to the extent required in such country,
Price Approval, for pharmaceutical products in such country.
1.111. “Relevant Factors” means all relevant factors that may affect the Development, Regulatory Approval or Commercialization of a Candidate
or Product, including (as applicable): [***]
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1.112. “Replicon” means an RNA molecule(s) that comprises a gene encoding a polymerase that can, when the RNA molecule(s) is introduced
into a cell, replicate the same or a different RNA molecule(s), that also comprises a gene or a sequence encoding at least one non-human polypeptidethat is capable of eliciting an immune response (an “Antigen”) and does not comprise the full set of genes required to make an infectious virus and iscapable, when introduced into a cell, of expressing detectable levels of the encoded Antigen.
1.113. “Replicon Product” means any Product comprising Replicon Technology.
1.114. “Replicon Technology” means the BioNTech Know-How applicable to Replicons. For clarity, Replicon Technology does not include
Modified RNA Technology, Unmodified RNA Technology or Delivery Technology.
1.115. “Representatives” means (a) with respect to Pfizer, Pfizer, its Affiliates, its Sublicensees and subcontractors, and each of their respective
officers, directors, employees, consultants, contractors and agents and (b) with respect to BioNTech, BioNTech, its Affiliates, its Sublicensees andsubcontractors, and each of their respective officers, directors, employees, consultants, contractors and agents.
1.116. “Research and Development Plan” means the research and development plan to define the Development activities pursuant to thecollaboration anticipated under this Agreement, which plan is initially to be agreed between the Parties in accordance with Section 2.2 for the first[***] of activities under this Agreement, and as may be amended from time to time pursuant to Section 6.1.
1.117. “Research and Development Program” means the program of collaboration between the Parties to Develop and Manufacture Candidates
and Products in the Field, including the activities described in the Research and Development Plan.
1.118. “Research and Development Program Know-How” means any and all Know-How, Candidates and Products, whether or not patentable,
made or created solely by or on behalf of either Party or its Representatives in the conduct of activities under the Research and Development Plan ormade jointly by or on behalf of (a) BioNTech or its Representatives and (b) Pfizer or its Representatives in the conduct of activities under the Researchand Development Plan.
1.119. “Research and Development Program Patent Rights” means any and all Patent Rights claiming or disclosing any invention included in
Research and Development Program Know-How.
1.120. “Research and Development Program Technology” means the Research and Development Program Patent Rights and Research andDevelopment Program Know-How.
1.121. “Residual Knowledge” means knowledge, techniques, experience and Know-How that (a) are, or are based on, any Confidential
Information of the Disclosing Party and (b) are retained in the unaided memory of any authorized Representative of the Receiving Party after having
access to such Confidential Information. An individual’s memory will be considered to be unaided if the individual has not intentionally memorized
the Confidential Information for the purpose of retaining and subsequently using or disclosing it.
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1.122. “Shared Development Cost” means [***].
1.123. “Signing Date” means April 9, 2020.
1.124. “South-East Asia” means [***].
1.125. “Subject” means the individual donor of the Human Material or of the original tissues from which the Human Material was derived.
1.126. “Sublicensee” means any Person to whom a Party grants or has granted, directly or indirectly, a license or sublicense of any of the sameIntellectual Property Rights licensed to such Party by the other Party under this Agreement in accordance with Section 3.6. For the avoidance of doubt,
distributors used by a Party to Commercialize Product in a country or region shall not be regarded a Sublicensees.
1.127. “Tax” means all corporation tax, advance corporation tax, income tax, capital gains tax, value added tax, customs and other import duties,
inheritance tax, purchase tax, capital duties, social insurance contributions, foreign taxation and duties and all penalties, charges and interest relating
to any of the foregoing or resulting from a failure to comply with the provisions of any enactment relating to any of the foregoing.
1.128. “Territory” means worldwide, except for the People’s Republic of China (including Hong Kong SAR and Macau SAR) and Taiwan.
1.129. “Third Party” means any Person other than Pfizer, BioNTech or their respective Affiliates.
1.130. “Third Party License Payment” shall mean a payment due to a Third Party Licensor or Future Licensor pursuant to a Current License or
Future License, as applicable, that is [***]. For the avoidance of doubt, [***]
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1.131. “Trademark” means any trademark, trade name, service mark, service name, brand, domain name, trade dress, logo, slogan or other indicia
of origin or ownership, including the goodwill and activities associated with each of the foregoing.
1.132. “Transfer Price” shall mean [***] of the Manufacturing Cost of such Candidate or Product, subject to any different percentage between[***] as determined by the JCC, to be applied for Products to be supplied to the Developing Countries Territory or to take account of any supply
requirements of any Governmental Authority within the Territory or pursuant to the terms and conditions of any funding agreement with a Third Party
Funder.
1.133. “Unmodified RNA” means an mRNA that [***].
1.134. “Unmodified RNA Technology” means the BioNTech Know-How applicable to Unmodified RNA. For clarity, Unmodified RNA
Technology does not include Replicon Technology, Modified RNA Technology or Delivery Technology.
1.135. “UPC Agreement” means the treaty Agreement on the Unified Patent Court signed 19 February 2013, as may be amended or superseded
from time.
1.136. The following terms are defined in the section of this Agreement listed opposite each term:
Defined Term

Section in Agreement

Acquirer
Acquisition Program
Additional Patent Jurisdictions
Affected Party
Agreement
Alliance Managers
Audited Party
Auditing Party
BARDA
BioNTech
BioNTech Deferred Development Costs
BioNTech Enforcement Patent Rights
BioNTech Indemnified Party
BioNTech JSC Members
BioNTech Prosecution Patent Rights
Capex Funding

14.2.214.1.1
10.3.1.1
14.1
Preamble
7.1
5.10
5.10
5.5.1
Preamble
5.4.2
10.4.2
15.2
7.3.1
10.3.1.1
5.5.1
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Defined Term

Section in Agreement

Change of Control Party
Commercialization Terms
Consequential Damages
Competitive Product Infringement
Continuing Party
Cure Plan
DebtorDeclining Party
Disputed Matter
Disclosing Party
Enforcement Action
Effective Date
Equity Investment
Force Majeure
FTO Action
Global Trade Control Laws
Impf Group
Incremental Withholding Tax
Indemnified Party
Indemnifying Party
Infringement Claim
IRB / IEC
JSC Chair
Key Patent Jurisdictions
Lead Development Party
Lead Party
Liabilities
Licensed Activities
Litigation Conditions
Marketing Authorization Applications
Notice of Dispute
Party or Parties
Patent Committee
Patent Term Extension
Pfizer
Pfizer Indemnified Party
Pfizer JSC Members
Pfizer Materials
Pharmacovigilance Agreement
Prosecution Proceedings
Policies
Program Director and Program Directors
Reference Product Sponsor
Receiving Party
Regulatory Approval Milestone
Restricted Market
Restricted Parties
Restricted Party List
Review Period
ROW

11.7
4.1
15.1
10.4.310.3.2
3.7.3
13.7.1
10.3.2
7.3.5
11.1
10.4.1
Preamble
5.2
16.3
10.7.1
16.10
1.1
5.7.1
15.4.1
15.4.1
10.8
1.62
7.3.2
10.3.1.1
9.1.1
5.5.1
15.2
10.7.1
15.4.2
9.2.2
16.11.1
Preamble
10.1
10.3.4
Preamble
15.3
7.3.1
7.4.1
9.2.7
10.3.512.3.20
7.2
10.4.6.2
11.1
5.3
16.10.1
16.10.2
16.10.2
11.5.29.1.1
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Defined Term

Section in Agreement

Term
Third Party Claim
Third Party Funder
Third Party Licensor
Upfront Payment
VAT
Withholding Tax
2.

13.2
15.4.1
5.5.1
1.12
5.1
5.7.2
5.7.1

SCOPE OF COLLABORATION

2.1. Scope of Collaboration. Subject to the terms and conditions of this Agreement, the Parties shall (a) cooperate in good faith to conduct theirrespective activities under the Agreement; and (b) establish one or more committees as described in Article 7 of this Agreement to oversee andcoordinate the Development, Manufacture and Commercialization of Candidates and Products in the Territory.
2.2. Initial Research and Development Plan and Manufacturing Plan. Commencing on the Signing Date each Party shall, acting reasonably andin good faith, negotiate and seek to agree binding versions of the Research and Development Plan, Development Budget and the Manufacturing Plan,
which shall be agreed by [***]. The Research and Development Plan to be agreed shall reflect the requirements described in Sections 6.1 and 6.2.
3.

LICENSES.
3.1. Research Licenses.
3.1.1. Research License from BioNTech to Pfizer. Subject to the terms and conditions of this Agreement, effective as of the Effective Date,
BioNTech on behalf of itself and its Affiliates hereby grants (and will procure that its Affiliates grant) to Pfizer a sole license under the BioNTech
Technology to use, have used, Develop, have Developed, Manufacture, and have Manufactured [***] Candidates and Products within the
Territory [***].
3.1.2. Research License from Pfizer to BioNTech. Subject to the terms and conditions of this Agreement, effective as of the Effective Date,
Pfizer on behalf of itself and its Affiliates hereby grants (and will procure that its Affiliates grant) to BioNTech a sole license under the Pfizer
Technology to use, have used, Develop, have Developed, Manufacture, and have Manufactured [***] (a) Candidates and Products and within the
Territory [***], and (b) Candidates or products identical to any Product within the Field for their Development (but not Manufacture) outside the
Territory by or on behalf of BioNTech (including by Fosun or its Affiliates) pursuant to the Fosun Agreement. With respect to (b) above, suchlicense shall (i) exclude and prohibit the disclosure and license by BioNTech of Pfizer Technology used for Manufacture or formulation of the
Candidate or Products, other than to the extent necessary for Fosun or its Affiliates to undertake fill/finish of a product identical to any Productin China or to comply with information requirements of the China National Medical Products Administration relating to such product required
under applicable Law; and (ii) automatically terminate on the termination or expiration of the Fosun Agreement and will, unless earlier
terminated, survive the termination or expiration of this Agreement in those circumstances described in Section 13.
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3.1.3. Scope of Research Licenses. Each of the licenses granted under Section 3.1.1 and 3.1.2 is (a) a sole license, such that the applicable
licensor Party shall not grant a Third Party (unless it is necessary for the Third Party undertaking a fee-for-service Development or Manufacturing
activity on its behalf pursuant to this Agreement) a license under the same Intellectual Property Rights for any Exploitation within the Field andwithin the Territory in respect of any product, whether or not it is a Candidate or Product; (b) royalty-free; (c) sub-licensable in accordance withand subject to Section 3.6; (d) non-assignable, in whole or part, other than where a Party’s benefit under this Agreement may be assigned
pursuant to Section 16.1; and (e) granted subject to the provisions of this Agreement, and for the duration of the Term or until termination or
expiry of this Agreement if earlier, unless otherwise specified herein.
3.2. Licenses for Commercial Manufacturing.
3.2.1. License from BioNTech to Pfizer. Subject to the terms and conditions of this Agreement, effective as of the Effective Date,
BioNTech on behalf of itself and its Affiliates hereby grants (and will procure that its Affiliates grant) to Pfizer a non-exclusive license under the
BioNTech Technology to Manufacture and have Manufactured Candidates and Products for use within the Territory and, subject to Section 3.4,
Commercialization within the Territory in any indication.
3.2.2. License from Pfizer to BioNTech. Subject to the terms and conditions of this Agreement, effective as of the Effective Date, Pfizer onbehalf of itself and its Affiliates hereby grants (and will procure that its Affiliates grant) to BioNTech a non-exclusive license under the Pfizer
Technology to Manufacture and have Manufactured (a) Candidates and Products for Commercialization within the Territory in accordance with
Section 3.4 in any indication and (b) Candidates and products identical to any Product within the Field for their use and Commercialization
outside the Territory by BioNTech or Fosun and its Affiliates pursuant to the Fosun Agreement. With respect to (b) above, such license shall(i) exclude and prohibit the disclosure and license by BioNTech of Pfizer Technology used for Manufacture or formulation of the Candidate or
Product, other than to the extent necessary for Fosun or its Affiliates to (x) undertake fill/finish of a product identical to any Product in China or(y) comply with information requirements of the China National Medical Products Administration relating to such product required underapplicable Law; and (ii) shall automatically terminate on the termination or expiration of the Fosun Agreement and will, unless earlier
terminated, survive the termination or expiration of this Agreement in those circumstances described in Section 13.
3.2.3. Scope of Commercial Manufacturing Licenses. Each of the licenses granted under Section 3.2.1 and 3.2.2 is (a) royalty-free;(b) sub-licensable in accordance with and subject to Section 3.6; (c) non-assignable, in whole or part, other than where a Party’s benefit under thisAgreement may be assigned pursuant to Section 16.1; and (d) granted subject to the provisions of this Agreement, and for the duration of the
Term or until termination or expiry of this Agreement if earlier, unless otherwise specified herein.
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3.3. Regulatory Dossier Licenses.
3.3.1. License from BioNTech to Pfizer. Effective as of the Effective Date, in respect of the Drug Master Files, Regulatory Approvals andRegulatory Documentation (as defined in the Fosun Agreement), BioNTech hereby grants to Pfizer a sole license to rely upon and make reference
to such Drug Master Files, Regulatory Approvals and Regulatory Documentation (and the data referenced therein), to use the same in respect of
any application for, and maintaining, any Regulatory Approvals (as defined in this Agreement) filed by Pfizer pursuant to this Agreement inrespect of Candidates or Products. The license granted under this Section 3.3.1 is (a) royalty-free; (b) sub-licensable in accordance with andsubject to Section 3.6; (c) non-assignable, in whole or part, other than where a Party’s benefit under this Agreement may be assigned pursuant to
Section 16.1; and (d) granted subject to the provisions of this Agreement, and for the duration of the Term or until termination or expiry of thisAgreement if earlier, unless otherwise specified herein. BioNTech shall procure disclosure of such Drug Master Files, Regulatory Approvals andRegulatory Documentation upon Pfizer’s request. Without limiting any of the foregoing, but subject to Section 3.10, BioNTech shall bepermitted to use such Drug Master Files, Regulatory Approvals and Regulatory Documentation (to the extent not comprising Pfizer’s
Technology or Pfizer’s Confidential Information) with respect to any application for or maintenance of any Regulatory Approvals outside theField.
3.4. Commercialization Licenses.
3.4.1. License from BioNTech to Pfizer. Subject to the terms and conditions of this Agreement, and the terms of Schedule 4.1 until theParties execute the Commercialization Agreement, BioNTech on behalf of itself and its Affiliates hereby grants (and will procure that its
Affiliates grant) to Pfizer an exclusive (even as to BioNTech) license under the BioNTech Technology to Commercialize and have
Commercialized Products within the Pfizer Commercialization Territory in any indication. The foregoing license shall be subject to the terms of
the Commercialization Agreement once executed.
3.4.2. License from Pfizer to BioNTech. Subject to the terms and conditions of this Agreement, and the terms of Schedule 4.1 until theParties execute the Commercialization Agreement, Pfizer on behalf of itself and its Affiliates hereby grants (and will procure that its Affiliates
grant) to BioNTech a license under the Pfizer Technology to Commercialize and have Commercialized (a) Products within the BioNTech
Commercialization Territory in any indication, which license shall be granted on a sole basis; and (b) products identical to any Product within
the Field but outside the Territory by BioNTech or by Fosun or its Affiliates pursuant to the Fosun Agreement. With respect to (b) above, suchlicense shall (i) be sole; (ii) royalty-bearing; (iii) exclude and prohibit the disclosure and license by BioNTech of Pfizer Technology used for
Manufacture or formulation of any Candidate or Product, other than to the extent necessary for Fosun or its Affiliates to (x) undertake fill/finish
of a product identical to any Product in China or (y) comply with information requirements of the China National Medical Products
Administration relating to such product required under applicable Law; and (iv) shall automatically terminate on the termination or expiration of
the Fosun Agreement and will, unless earlier terminated, survive the termination or expiration of this Agreement in those circumstances
described in Section 13.
3.4.3. Scope of Commercialization Licenses. Each of the licenses granted under Section 3.4.1 and 3.4.2 is (a) sub-licensable in accordancewith and subject to Section 3.6; (b) non-assignable, in whole or part, other than where a Party’s benefit under this Agreement may be assigned
pursuant to Section 16.1; and (c) granted subject to the provisions of this Agreement, the Commercialization Agreement upon its execution,
Schedule 4.1 and for the duration of the Term or until termination or expiry of this Agreement if earlier, unless otherwise specified herein.
Furthermore, [***].
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3.4.4. Financial Provisions for Commercialization. The license under:
3.4.4.1. Section 3.4.1 and 3.4.2(a) is royalty-free but each is subject to the Gross Profit share set out in the Commercialization Terms;
and3.4.4.2. Section 3.4.2(b) shall be royalty bearing at a rate of (i) [***] percent of net sales of the product(s) sold pursuant to the Fosun
Agreement where such product(s) is Covered by any Pfizer Patent Right or any Joint Patent Rights (ii) if, or when, (i) does
not apply, then [***] percent of net sales of the product(s) sold pursuant to the Fosun Agreement where such product(s) is
Covered by any Pfizer Know-How or any Joint Know-How with net sales having the same definition, mutatis mutandis, to
Net Sales under this Agreement, with sales and royalty reporting every Pfizer Quarter, payments on a Pfizer Quarter basis,
and Pfizer having audit rights comparable with those under this Agreement); provided, however, that (a) during the period inwhich a generic or biosimilar equivalent to such product(s) is Commercialized in any part of the territory that is the subjectof the Fosun Agreement, the royalty under (i) above shall be reduced by [***]; or (b) if the gross profit share earned by
BioNTech in connection with sale of products under the Fosun Agreement is lower than the royalty amount to be paid to
Pfizer hereunder in respect of those same sales, then no royalty shall be payable hereunder for those sales. The foregoingroyalty obligations shall commence on the first commercial sale of the product(s) sold pursuant to the Fosun Agreement, andextend (a) with respect to the royalty under (i) for so long as such product(s) is Covered by any such Patent Rights (until
such Patent Right expires, is surrendered, or is otherwise irrevocably revoked or declared invalid), and (b) with respect to theroyalty under (ii), the [***] anniversary of the date of the first commercial sale of such product(s) in the territory that is the
subject of the Fosun Agreement; and in each case, such provision shall survive the termination or expiry of this Agreement.
3.5. Additional Licenses.
3.5.1. To Pfizer. Without limiting any other license or sublicense granted under this Agreement or the Commercialization Agreement andsubject to the terms and conditions of this Agreement, BioNTech on behalf of itself and its Affiliates, effective as of the Effective Date, hereby
grants (and will procure that its Affiliates grant) to Pfizer a non-exclusive, royalty-free, fully paid-up, sublicensable license under all BioNTech
Improvements and Product Technology that were solely or jointly made or invented by Pfizer Representatives to use, have used, Develop, have
Developed, Manufacture, have Manufactured, Commercialize, have Commercialized and otherwise Exploit any products or processes outside theField. In addition to the obligations set forth in Section 3.10 for the avoidance of doubt, the license granted in this Section 3.5.1 shall notinclude or imply a right of Pfizer to use any of BioNTech’s Confidential Information (that is not a BioNTech Improvement or Product
Technology) outside the Field.
3.5.2. To BioNTech.
3.5.2.1. Without limiting any other license or sublicense granted under this Agreement or the Commercialization Agreement andsubject to the terms and conditions of this Agreement, Pfizer, effective as of the Effective
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Date, hereby grants to BioNTech a non-exclusive, royalty-free, fully paid-up, sublicensable license under all Pfizer
Improvements that were solely or jointly invented by BioNTech Representatives to use, have used, Develop, have
Developed, Manufacture, have Manufactured, Commercialize, have Commercialized and otherwise Exploit any products orprocesses outside the Field.
3.5.2.2. Without limiting any other license or sublicense granted under this Agreement or the Commercialization Agreement andsubject to the terms and conditions of this Agreement, Pfizer, effective as of the Effective Date, hereby grants to BioNTech a
non-exclusive, royalty-free, fully paid-up, sublicensable license under Pfizer’s interest in the Research and Development
Program Technology to use, have used, Develop, have Developed, Manufacture, have Manufactured, Commercialize, have
Commercialized and otherwise Exploit any products or processes outside the Field.
3.5.2.3. For the avoidance of doubt, the licenses granted in this Section 3.5.2 shall not include or imply a right of BioNTech to use
any Pfizer Confidential Information (that is not a Pfizer Improvement or Research and Development Program Technology)
outside the Field, but remain subject to the obligations set forth in Section 3.10.
3.6. Sublicensees. Either Party shall have the right to grant sublicenses and, as applicable, sub-sublicenses under and subject to the rights granted
to it under this Section 3 to (a) its Affiliates; (b) permitted Third Party subcontractors which such Party uses to undertake services for, or to perform its
obligations under, this Agreement, the Commercialization Terms and the Commercialization Agreement; (c) Sublicensees in respect of Manufacturing,
provided that, other than where a sublicense is required by a Governmental Authority or pursuant to a Third Party Funder agreement, the sublicensing
Party shall (i) discuss the proposed use of a Third Party with the other Party, and take into account any reasonable views, objections or comments withrespect to the proposed Third Party; (ii) impose industry standard obligations of confidentiality and non-use on the Third Party with respect to theother Party’s Confidential Information, and limit the disclosure of that other Party’s Confidential Information so far as is reasonably necessary; and(iii) not, where Pfizer is the sublicensing Party, subcontract Manufacturing of the Product [***] without BioNTech’s prior consent (such consent not to
be unreasonably withheld); and (d) distributors of the Product in the Territory; and (e) in the case of BioNTech, and subject to the restrictions in
Sections 3.1, 3.2, and 3.4 and the terms of Section 11, Fosun and any of Fosun’s Affiliates pursuant to the Fosun Agreement for Commercialization in
the Field outside the Territory. In respect of any and all such sublicenses (or sub-sublicenses):
3.6.1. the sublicensing Party shall be responsible for failure by its Sublicensees to comply with the terms and conditions of this Agreement;
3.6.2. the rights sublicensed under the sublicense may not be further sublicensed by the Sublicensee;
3.6.3. the sublicensing Party shall notify the other Party in writing of any sublicenses granted to Third Parties (other than Fosun);23

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3.6.4. in the event of a sublicense in respect of the Commercialization of Product, shall provide a copy of the relevant sublicense agreement
to the other Party upon request which may be redacted to delete provisions not applicable to the calculation of Gross Profits; and3.6.5. unless otherwise agreed between the Parties on a case-by-case basis, all sublicenses shall automatically terminate (and thesublicensing Party shall ensure that all sublicenses automatically terminate) upon termination (for whatever reason) or expiry of a license granted
hereunder, but only to the extent necessary to terminate the sublicense in so far as it corresponds to any terminated or expired licenses granted inthis Agreement.
3.7. BioNTech Current Licenses.
3.7.1. Maintenance of Current Licenses. BioNTech will maintain in full effect and will perform all of its obligations in a timely manner
under each of the Current Licenses. Absent Pfizer’s prior written consent (which may be provided, conditioned or withheld in Pfizer’s sole
discretion), BioNTech will not terminate, modify or amend any Current License in any manner that would adversely affect any of the rights
granted or that may be granted to Pfizer under this Agreement or that would impose any obligations upon Pfizer hereunder (including any
increase in Third Party License Payments) that are in addition to those obligations that would exist under this Agreement based on the Current
Licenses as they exist on the Effective Date or adversely affect BioNTech’s ability to perform its obligations under this Agreement. Further,
BioNTech will not take any action or omit to take any action that would cause it to be in breach of any Current License or that would give rise toa right of any Current Licensor to terminate the applicable Current License.
3.7.2. Communications and Performance. Notwithstanding anything to the contrary in this Agreement, BioNTech will use Commercially
Reasonable Efforts to facilitate any communications between Pfizer and any Current Licensor required for Pfizer to exercise the rights granted toit pursuant to Section 3 and will use Commercially Reasonable Efforts to cause each applicable Current Licensor to perform all of its obligations
under the applicable Current License.
3.7.3. Breach of Current License by BioNTech. If BioNTech receives notification of any actual or potential breach or otherwise becomesaware of its breach of any Current License (and if uncured, such breach could give rise to the termination of the applicable Current License), then
BioNTech will immediately notify Pfizer of such breach. To the extent that any act or omission on the part of Pfizer is the cause of such breach ofa Current License, Pfizer will take all actions and provide BioNTech with all cooperation necessary to cure such breach, in each case as
reasonably requested by BioNTech and at Pfizer’s sole cost and expense. To the extent that Pfizer is not the cause of such breach of a Current
License, BioNTech will have the first opportunity to cure such breach in accordance with a plan to be mutually agreed upon by the Parties inwriting, acting reasonably (each, a “Cure Plan”). If (a) BioNTech, at any time, is not using diligent efforts to cure such breach pursuant to theapplicable Cure Plan or (b) BioNTech is unable to cure such breach in accordance with the applicable Cure Plan or it becomes reasonably
apparent that BioNTech will not be able to cure such breach pursuant to the applicable Cure Plan, then Pfizer may, at its election and in its sole
discretion and without prejudice to its other remedies against BioNTech, act reasonably to cure such breach and BioNTech will take all actions
and provide Pfizer with all cooperation to cure such breach, in each case as directed by Pfizer. Further, if Pfizer is not the cause of such breach of aCurrent License, then BioNTech will, at Pfizer’s sole election, (i) reimburse Pfizer for all out-of-pocket costs and expenses incurred by or on
behalf of Pfizer or any of its Representatives in connection with curing such breach; or (ii) permit Pfizer, under the Commercialization
Agreement, to offset any such costs and expenses incurred by or on behalf of Pfizer or any of Pfizer’s Representatives in connection with curing
such breach against Pfizer’s future payment obligations to BioNTech (or any of its successor or assigns) under this Agreement.
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3.7.4. Termination of any Current License. In the event that any Current License is terminated by the applicable Current Licensor and thisAgreement, as of the effective date of such termination, has not otherwise been terminated, Pfizer, to the extent permitted by such Current License(or if not permitted or addressed in such Current License, to the extent permitted by the applicable Current Licensor), will have the right without
prejudice to its other remedies against BioNTech, at Pfizer’s election, to convert the sublicenses granted under this Agreement by BioNTech to
Pfizer under such Current License to a direct license from the applicable Current Licensor to Pfizer on the terms and conditions contained in such
Current License (with Pfizer assuming the applicable obligations of BioNTech thereunder) or such other terms and conditions as may benegotiated by Pfizer and the applicable Current Licensor. In the event Pfizer enters into any such direct license with a Current Licensor,
BioNTech will, at Pfizer’s sole election and without prejudice to its other remedies hereunder:
3.7.4.1. in respect of royalties payable by Pfizer under such direct license to the Current Licensor, to the extent such royalties are duein connection with the sale of Candidates or Products hereunder, reimburse to Pfizer the difference between (a) the amountthat would have been payable by BioNTech to the Current Licensor under the Current License if the Current License had
not been terminated and (b) the amount that would have to be reimbursed by Pfizer to BioNTech in accordance with theterms of the Commercialization Agreement; or
3.7.4.2. permit Pfizer to offset any such reimbursement amounts (to the extent not reimbursed pursuant to clause (a) above), against
Pfizer’s future payment obligations to BioNTech (or any of its successor or assigns) under the Commercialization
Agreement.
3.7.5. Consents and Waivers. BioNTech represents, warrants and covenants to Pfizer that, to the extent any terms and conditions of thisAgreement do not (or will not at any time during the Term) conform to any requirements relating to the grant of sublicenses under any Current
License, it has obtained the irrevocable consent (or, if applicable, the waiver of any resultant conflict) from the applicable Current Licensor thatis necessary to permit the activities contemplated under this Agreement, including, such that BioNTech may grant the applicable sublicenses
granted or to be granted hereunder and perform all of its obligations hereunder and Pfizer may exercise all of its rights and perform all of its
obligations hereunder, in each case, without breaching the applicable Current License. In the event that any provision in any Current License
which conflicts with this Agreement or adversely impacts the activities contemplated under this Agreement comes to the attention of either
BioNTech or Pfizer or which otherwise, at any time during the Term, would cause the representation, warranty and covenant set forth in thepreceding sentence to be untrue, BioNTech, in consultation with Pfizer, will obtain any and all additional required consents or waivers from theapplicable Current Licensor(s) which may be necessary to align the conflicting provision(s) of the applicable Current License with thisAgreement and to permit the activities contemplated by this Agreement.
3.7.6. Exceptions to the Fosun Agreements. If BioNTech (as opposed to Pfizer) has breached the Fosun Agreement [***]. In addition, in
respect of the Fosun Agreement (i) [***]; and (ii) [***].
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3.7.7. Reduction in Royalties. BioNTech shall use reasonable efforts to obtain any reductions or waivers in royalties or other payments due
under the Current Licenses that could constitute Third Party License Payments due to the pandemic status of COVID-19 or with respect tocountries or populations experiencing emergency pandemic or crisis epidemic, coronavirus conditions, including taking into account any
restrictions on pricing for the Product based on applicable Law and funding agreements with Third Party Funders. For the avoidance of doubt,
BioNTech does not guarantee that any such reductions or waivers can be obtained from such licensors.
3.8. Third Party Agreements. Each Party will be solely responsible for all obligations (including royalty and payment obligations) that relate to
Candidates, Products, BioNTech Technology or Pfizer Technology under its or its Affiliates’ own agreements with Third Parties that are in effect on or
prior to the Effective Date, including the Current Licenses for which BioNTech has sole responsibility.
3.9. No Implied Rights. Except as expressly provided in this Agreement, neither Party will be deemed to have granted the other Party (byimplication, estoppel or otherwise) any right, title, license or other interest in or with respect to any Patent Rights, Know-How or other Intellectual
Property Rights or information Controlled by such Party.
3.10. Exclusivity.
3.10.1. Mutual Exclusivity. Except if otherwise permitted by the unanimous consent of the JSC, during the Term, neither Party shall, andshall procure that its Affiliates shall not, itself or with or on behalf of a Third Party, Develop, have Developed, Manufacture, have Manufactured,
Commercialize, have Commercialized or otherwise Exploit or have Exploited any [***] in the Field within the Territory, except that each Party
may continue any existing agreement with a Third Party for non-clinical research within the Field with academic institutions and consortia. For
avoidance of doubt, the foregoing exclusivity obligation shall not apply to (a) [***]; (b) [***]; (c) [***]; or (d) [***].
3.10.2. Exclusivity of the Licenses. Without prejudice to the licenses granted by BioNTech pursuant to this Section 3 or pursuant to theCommercialization Agreement, BioNTech shall not, and shall procure that its Affiliates shall not, grant any license, permission, waiver, covenant
not to sue, or other right to use or Exploit any of the BioNTech Technology within the Field and within the Territory that would conflict with orerode any of Pfizer’s rights hereunder.
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3.10.3. Exclusivity in the Product. Except pursuant to this Agreement or the Commercialization Terms or Commercialization Agreement,
neither Party shall, and shall procure that its respective Affiliates shall not, itself or with or on behalf of a Third Party, Develop, have Developed,
Manufacture, have Manufactured, Commercialize, have Commercialized or otherwise Exploit (a) any Candidate Controlled by BioNTech as of
the Effective Date within the Field; or (b) any Candidate that, as a consequence of the Development under this Agreement, becomes Controlled
by BioNTech after the Effective Date, for any field; or (c) any Product for any field or application; in each case (a), (b) and (c) other than for
non-clinical research purposes, or within the Field pursuant to the Fosun Agreement.
4.

COMMERCIALIZATION

4.1. Commercialization Agreement. With respect to Commercialization, the Parties have agreed to the terms set forth in Schedule 4.1(“Commercialization Terms”) and will, for [***] following the Signing Date (or any other time period agreed by the Parties in writing), negotiate andexecute a definitive Commercialization Agreement reflecting such Commercialization Terms. Such agreement shall be negotiated in good faith andacting reasonably, and shall set forth the rights and responsibilities of the Parties in connection with the Commercialization of the Products and whichshall be consistent with the Commercialization Terms. If the Commercialization Agreement is not executed within the [***] period the Parties willprioritize and engage in additional discussions to conclude and execute the Commercialization Agreement as soon as possible.
4.2. Commercialization Rights Pending Agreement. If a definitive Commercialization Agreement is not executed before the Product is first readyto be Commercialized in the Territory, each Party may still commence and continue with the Commercialization of the Product in its respective
Commercialization territory, but shall do so subject to the provisions of the Commercialization Terms until the Commercialization Agreement is
executed.
5.

PAYMENTS AND FUNDING.

5.1. Upfront Payment. Pfizer shall make a one-time, non-refundable (without limiting Pfizer’s right to claim for damages under this Agreement)
payment of Seventy-two Million Dollars ($72,000,000) to BioNTech (“Upfront Payment”) within thirty (30) days of receipt of BioNTech’ s invoice(such invoice to be delivered on or following the Signing Date), but not before the Research and Development Plan, Development Budget andManufacturing Plan are agreed between the Parties in accordance with Section2.2, which payment shall be dedicated to activities to be performed
under the Research and Development Plan.
5.2. Equity Investment. Pfizer and BioNTech shall enter into an “Investment Agreement” contemporaneously with this Agreement pursuant towhich Pfizer agrees to subscribe for shares in BioNTech in consideration for an investment amount of One Hundred and Thirteen Million Dollars($113,000,000) based on a price per share of $47.53, subject to the conditions as prescribed in such Investment Agreement (“Equity Investment”).
5.3. Regulatory Milestone Payment. Within [***] of the date upon which either BioNTech or Pfizer first obtains all Regulatory Approvals
required for the Commercialization of the Product in a Major Market Country in the Territory, Pfizer shall pay BioNTech a one-time, non-refundable(without limiting Pfizer’s right to claim for damages under this Agreement) milestone payment of [***] Dollars (US$[***]) (“Regulatory Approval
Milestone”), which shall be automatically applied to repayment of, and offset against, the BioNTech Deferred Development Costs, and to the extent
that at such time the BioNTech Deferred Development Costs are less than the value of the Regulatory Approval Milestone any difference shall be paid
to BioNTech.
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5.4. Sharing of Development Costs.
5.4.1. Shared Development Costs. Except as otherwise provided herein, each Party shall bear fifty percent (50%) of all Shared
Development Costs.
5.4.2. BioNTech Deferred Development Costs. Without prejudice to Section 5.4.1, BioNTech’s share of the Shared Development Costs
incurred in accordance with the binding parts of the Development Budget, Research and Development Plan and the Manufacturing Plan, and thisAgreement, and which are not funded by a Third Party Funder, shall be funded initially by way of an interest free repayable loan from Pfizer
unless and until there is a Funding Event (“BioNTech Deferred Development Costs”). Following a Funding Event, BioNTech shall thereafter
fund its share of the Shared Development Costs in accordance with Section 5.4.4. The BioNTech Deferred Development Costs shall be funded by
Pfizer but shall be subject to the reporting and reconciliation provisions of Section 5.4.4. The BioNTech Deferred Development Costs shall be
repayable through (a) the Regulatory Approval Milestone, if paid pursuant to Section 5.3; (b) a proportion of the Commercialization Sales
Milestone Payments (as defined and described in Schedule 4.1); (c) Pfizer’s retention of the Enhanced Profit Share element of Gross Profits
pursuant to the Commercialization Terms set out in the Commercialization Terms and (d) an immediate lump sum paid by BioNTech upon(i) Change of Control of BioNTech pursuant to Section 14.1.3.3, provided that the most recent published annual group net income, publishedprior to the date of such Change of Control, of the Third Party acquiring BioNTech is [***] Dollars or (ii) termination of this Agreement for
BioNTech’s breach or its bankruptcy or insolvency. If this Agreement is terminated by Pfizer pursuant to its right under Section 13.4, the
BioNTech Deferred Development Costs shall cease to be repayable by BioNTech.
5.4.3. Budgeting of Shared Development Costs. The Parties shall agree on, and regularly update (if required), the Development Budget
through the JSC. As soon as either Party determines that it is likely to overspend on the binding part of the Development Budget that is allocatedto that Party by more than [***], it shall inform the JSC accordingly, and shall only be entitled to incur such overrun costs as Shared
Development Costs pursuant to Section 5.4.1 and 5.4.2 upon the JSC’s mutual consent.
5.4.4. Reporting and Reconciliation. Wherever possible and practicable, prior to any Funding Event any external Shared Development
Costs incurred in accordance with the binding parts of the Development Budget shall initially be invoiced to and borne by Pfizer, but shall be
subject to reimbursement in accordance with this Section 5.4.4. All other Shared Development Costs incurred in accordance with the bindingparts of the Development Budget shall initially be borne by the Party incurring such costs and shall thereafter be subject to reimbursement inaccordance with this Section 5.4.4. Each Party shall report to the other Party, within [***] after the end of each Pfizer US Quarter, the Shared
Development Costs incurred by such Party during such Pfizer Quarter. Such report shall specify in reasonable detail all amounts included in such
Shared Development Costs during such Pfizer Quarter (broken down by activity), and out-of-pocket costs shall be allocated to the extent
possible to a specific activity in the applicable binding part of the Research and Development Plan. Each such report shall enable the receiving
Party to compare the reported Shared Development Costs against the applicable binding part of the Development Budget previously approvedby the JSC, on both a quarterly basis and a cumulative basis for each activity. The Parties shall seek to resolve any questions related to suchaccounting statements within [***] following receipt by each Party of the other Party’s report hereunder. Following such resolution, BioNTech
shall prepare a reconciliation report for the Shared Development Costs for such Pfizer Quarter (including as against the binding parts of theDevelopment Budget) and shall either (a) deliver an invoice to Pfizer for any amounts due to28

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BioNTech as a result of reconciliation or (b) notify Pfizer that it should issue an invoice to BioNTech for any amounts due to Pfizer as a result ofreconciliation. Any such invoice from BioNTech to Pfizer shall be payable within [***] from receipt by Pfizer. Prior to any Funding Event, anysuch invoice from Pfizer to BioNTech shall not be payable upon receipt, but shall be accounted as BioNTech Deferred Development Costs andshall be payable in accordance with the mechanism described in Section 5.4.2. Following any Funding Event, any such such invoice from Pfizer
to BioNTech shall be payable within [***] from receipt by Pfizer.
5.4.5. Capex Costs. Notwithstanding anything else in this Agreement, each Party shall be solely responsible for its own Capex Costs andany capital expenditures required in connection with this Agreement or the Commercialization Agreement.
5.4.6. Other Costs. Except as expressly set forth otherwise in this Agreement), each Party will bear all costs and expenses it incurs inconnection with its activities under this Agreement.
5.5. Third Party Funding.
5.5.1. Third Party Funders. Pfizer and BioNTech shall, in good faith and acting collaboratively, seek funding from one or more Third
Parties for such Third Party to provide financial support to the collaboration between the Parties under this Agreement (each, a “Third Party
Funder”). For each potential Third Party Funder, the Parties will agree on (a) the Party to lead the communications and discussions with such
Third Party Funder (the “Lead Party”) and (b) the activities, costs or expenses for which funding support shall be sought (e.g. funding forDevelopment costs, funding in support of a Party’s Capex Costs (“Capex Funding”) or both). An initial list of potential Third Party Funders andtheir allocation as between the Parties is set forth in Schedule 5.5. Notwithstanding the foregoing, Pfizer shall be entitled to secure funding from,and shall be the Lead Party in discussions with, [***], in the event that Pfizer, in its sole discretion, [***], and BioNTech shall be entitled tosecure funding from, and shall be the Lead Party in discussions with, [***], in the event that BioNTech, in its sole discretion, chooses to seek
funding from [***].
5.5.2. Discussions with Funders. The Lead Party will lead any discussions with such Third Parties in any country, provided that the Lead
Party will provide regular updates to the JSC and keep the JSC reasonably informed of the status and any developments in such discussions, andshall, at the other Party’s reasonable request, update the other Party on any such discussions. The Lead Party shall conduct any such discussions
and draft and file any applications for any Third Party Funding in good faith and acting reasonably with respect to its requests for such funding.
Where legally possible and unless otherwise agreed between the Parties, each application for any Third Party funding shall be made in both
Parties’ name unless the Parties have agreed in advance pursuant to Section 5.5.1 that such application shall be in respect of one Party’s Capex
Funding alone, in which case such application may be made in that Party’s own name alone. The Lead Party shall not enter into a writtenagreement with any Third Party Funder without prior written consent of the other Party (such consent not to be unreasonably withheld,
conditioned or delayed) unless the Parties have agreed in advance pursuant to Section 5.5.1 that such agreement shall be in respect of that Lead
Party’s Capex Funding alone, in which case the Lead Party can conclude such Third Party Funder agreement without consent from the otherParty. Notwithstanding the foregoing, (a) Pfizer shall be entitled to seek any funding from [***] without requiring BioNTech’s consent; and(b) BioNTech shall be entitled to seek any funding from [***] without requiring Pfizer’s consent. Pfizer and BioNTech acknowledge and agree
that there is no guaranty that any Lead Party will be successful in securing any funding from any Third Party Funder or that any specific amountof funding will be obtained.
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5.5.3. Allocation of Funds and Balancing Payment. To the extent possible, any Third Party funding to the extent it relates to activities inrelation to which the Parties have agreed to treat the associated Development costs as Shared Development Cost shall be shared equally between
the Parties. If such sharing is not possible, a balancing adjustment shall be made in favor of the other Party to the Shared Development Costs toreflect [***] percent of such funding that that Party receives from the Third Party Funder provided that doing so does not breach any applicable
Laws or the terms of such funding. Each Party shall promptly report to the other Party in writing if and when it receives any payments from any
Third Party Funder funding that relates to activities, costs or expenses that are Shared Development Costs.
5.5.4. Not Applicable to Loans. For the avoidance of doubt, this Section 5.5 shall not apply to any traditional loans provided by any Third
Party to a Party provided that (a) such loans are repayable by the borrower Party and not, directly or indirectly, by the other Party; (b) thisAgreement, the Commercialization Agreement, any other agreement ancillary to this Agreement or the Commercialization Agreement, the
BioNTech Technology, Product Technology and Product are not provided as security for, or otherwise encumbered by way of, such loan
(excluding, for clarity, any tangible assets). Each Party shall be entitled to seek any such loans from any Third Party without any obligations to
the other Party.
5.6. Records and Accounting Principles. Each Party shall keep books and records of any of Shared Development Costs and any Third Party
funding in accordance with good industry practice and GAAP or IFRS, as applicable. Each Party shall determine Shared Development Costs using its
standard accounting procedures, consistently applied and in accordance with GAAP or IFRS, as applicable (provided that the application of suchprocedures results, on balance, in outcomes that are fair and equitable to both Parties taking into consideration the interests of both Parties as reflectedin this Agreement). All personnel costs of either Party or its Affiliates are excluded from Shared Development Costs.
5.7. Taxes.
5.7.1. Withholding Taxes. The Parties agree to use reasonable efforts to cooperate with one another and use commercially reasonable
efforts to avoid or reduce, to the extent permitted by applicable Law, tax withholding or similar obligations in respect of royalties, milestone
payments, and other payments made by the paying Party to the receiving Party under this Agreement (“Withholding Taxes”). If Withholding
Taxes are imposed on any compensation under this Agreement, the liability for such Withholding Taxes shall be the sole responsibility of thereceiving Party, and the paying Party shall (a) deduct or withhold such Withholding Taxes from the payment made to the receiving Party,(b) timely pay such Withholding Taxes to the proper taxing authority, and (c) send proof of payment to the receiving Party within [***]
following such payment. Each Party shall comply with (or provide the other Party with) any certification, identification or other reporting
requirements that may be reasonably necessary in order for the paying Party to not withhold Withholding Taxes or to withhold Withholding
Taxes at a reduced rate under an applicable bilateral income tax treaty. Each Party shall provide the other with commercially reasonableassistance to enable the recovery, as permitted by applicable Law, of Withholding Taxes or similar obligations resulting from payments madeunder this Agreement, such recovery to be for the benefit of the Party bearing the cost of such Withholding Taxes under this Section 5.6 (Taxes
and Withholding). Notwithstanding the foregoing, if as a result of any assignment or sublicense by the paying Party, any change in the paying
Party’s tax residency, any change in the entity that originates the payment, or any failure on the part of the paying Party to comply withapplicable30

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Law with respect to Withholding Taxes (including filing or record retention requirements), Withholding Taxes are imposed that would nototherwise have been imposed (“Incremental Withholding Taxes”), then the paying Party shall be solely responsible for the amount of such
Incremental Withholding Taxes and shall increase the amounts payable to the receiving Party so that the receiving Party receives a sum equal to
the sum which it would have received had there been no such imposition of Incremental Withholding Taxes.
5.7.2. Value Added Tax. All payments between the Parties under this Agreement are exclusive of applicable statutory value added tax orsimilar taxes (“VAT”), if any, which shall be listed separately on each invoice. If and to the extent any VAT will become payable due to any
supplies or services rendered under this Agreement and if and to the extent such VAT is to be paid by the Party providing the supply or service tothe competent tax authorities, the receiving Party shall pay an amount equal to such VAT to the providing Party upon receipt of a valid invoice
allowing for the recovery of such VAT.
5.7.3. Other. Except as otherwise set forth in this Section 5.7, each Party shall be solely responsible for the payment of all Taxes imposedon such Party’s income arising directly or indirectly from the activities of the Parties under this Agreement.
5.8. Currency, Source of Payments. All amounts payable and calculations under this Agreement will be in United States dollars, [***]. Asapplicable, all costs and expenses will be translated into United States dollars at the exchange rate used by the relevant Party for public financial
accounting purposes. If, due to restrictions or prohibitions imposed by national or international authority, a given payment cannot be made as provided
under this Section 5.8, the Parties will consult with a view to finding a prompt and acceptable solution. If the Parties are unable to identify a mutuallyacceptable solution regarding such payment, then the Party owing the relevant payment may elect, in its sole discretion, to deliver such payment in therelevant jurisdiction and in the local currency of the relevant jurisdiction.
5.9. Method of Payment. Except as permitted pursuant to Section 5.8, each payment hereunder will be made by electronic transfer in immediately
available funds via either a bank wire transfer, an ACH (automated clearing house) mechanism, or any other means of electronic funds transfer, at thepaying Party’s election, to such bank account as the receiving Party will designate in writing to the other Party within [***] of the Signing Date, andthereafter at least [***] before the payment is due. All invoice or billing related questions in relation to Pfizer should be referred to Pfizer’s Accounting
Department at 800.601.1357 or go to the Accounts Payable Invoice Portal at ap.pfizer.com. Unless otherwise specified herein, each invoice is payable
within [***] of receipt of the relevant invoice.
5.10. Audits. Upon [***] prior notice from a Party (the “Auditing Party”), the other Party (the “Audited Party”) will permit an independentcertified public accounting firm of nationally recognized standing selected by the Auditing Party and reasonably acceptable to the Audited Party, toexamine, [***], the relevant books and records of the Audited Party and its Affiliates (and where possible, its subcontractors) as may be reasonably
necessary to verify the amounts reported by the Audited Party in accordance with Sections 5.4 and 5.5. An examination by the Auditing Party under
this Section 5.10 will occur not more than [***] and will be limited to the pertinent books and records for any Calendar Year ending not more than[***] before the date of the request. The accounting firm will be provided access to such books and records at the Audited Party’s or its Affiliates’
facility(ies) where such books and records are normally kept and such examination will be conducted during the Audited Party’s or its Affiliates’
normal business hours. The Audited Party may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing
the accounting firm with access to the Audited Party’s or its Affiliates’ facilities or records. Upon completion of the audit, the accounting firm will
provide both Pfizer and BioNTech the same written report disclosing any discrepancies in the reports submitted by the Audited Party, and, in each case,the specific details concerning any discrepancies. No other information will be provided to the Auditing Party.
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5.10.1. Underpayments/Overpayments. If such accounting firm concludes that there are errors in how Shared Development Costs havebeen charged, allocated or reclaimed, or Third Party funding has not been allocated in accordance with this Agreement by the Audited Party, thenadjustments shall be made in accordance with the accounting firm’s recommendations in a reconciliation of Shared Development Costs and any
overpayment or underpayment by the Audited Party shall be rectified either by a refund to, or payment by, the Audited Party from or to the
Auditing Party within [***] of the date the Audited Party receives such accountant’s written report. Further, if the amount of any overpayment oroverallocation to the Audited Party exceeds more than [***] of the amount that was properly payable due or allocated to the Audited Party, thenthe Audited Party will reimburse the Auditing Party for the Auditing Party’s out-of-pocket costs in connection with the audit.
5.10.2. Confidentiality. Notwithstanding any provision of this Agreement to the contrary, all reports and financial information of the
Audited Party or its Affiliates which are provided to or subject to review by the Auditing Party will be deemed to be Confidential Information of
the Audited Party and subject to the provisions of Section 11.1.
5.11. No Guaranty of Success.
5.11.1. Pfizer and BioNTech acknowledge and agree that any milestone payments pursuant to BioNTech hereunder or under theCommercialization Terms: (a) have been included in this Agreement on the basis that they are only payable or otherwise relevant if a certain
Product is successfully Developed or Commercialized in accordance with the applicable milestone or event, as applicable; (b) are solely
intended to allocate amounts that may be achieved upon successful Development or Commercialization of such Product as applicable, between
Pfizer and BioNTech; (c) are not intended to be used as a measure of damages if this Agreement is terminated for any reason; and (d) will only be
triggered, and will only be relevant as provided, in accordance with the terms and conditions of such provisions.
5.11.2. Pfizer and BioNTech further acknowledge and agree that nothing in this Agreement, or in any document or presentation provided
by Pfizer to BioNTech prior to the Effective Date will be construed as representing any estimate or projection of (a) the successful Developmentor Commercialization of any Product under this Agreement, (b) the number of Products that will or may be successfully Developed orCommercialized under this Agreement, (c) anticipated sales or the actual value of any Products that may be successfully Developed orCommercialized under this Agreement or (d) the damages, if any, that may be payable if this Agreement is terminated for any reason.
5.11.3. Neither Party makes any representation, warranty or covenant, either express or implied, to the other Party that (a) it will
successfully Develop, Manufacture, Commercialize or continue to Develop, Manufacture or Commercialize any Product in any country, (b) if
Commercialized, that any Product will achieve any particular sales level, whether in any individual country or cumulatively throughout the
Territory or (c) it will devote, or cause to be devoted, any level of diligence or resources to Developing, Manufacturing or Commercializing any
Product in any country, or in the Territory.
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RESEARCH AND DEVELOPMENT PLAN

6.1. Scope of Development and Updating of Plans. Pfizer and BioNTech will collaborate during the Term to conduct research to identify, Develop
and evaluate Candidates and Products within the Field in accordance with the binding parts of the Research and Development Plan, the Development
Budget, the Manufacturing Plan, and the terms and conditions set forth in this Section 6. The Research and Development Plan may be modified byagreement and approval of the JSC pursuant to Section 7, provided that the JSC shall have no right or authority to (a) modify the Research andDevelopment Plan in a way not permitted under Section 7.3; or (b) modify the Research and Development Plan so as to amend the contractual
provisions of this Agreement. The initial [***] of each of the Research and Development Plan, the Manufacturing Plan and the Development Budget
shall be agreed between the Parties by [***], the first [***] of each are binding upon the Parties and the second [***] are indicative but non-binding.
At least [***] prior to the expiration of such initial [***] binding period, the JSC shall decide and mutually agree on the following [***] period of eachof the Research and Development Plan, the Manufacturing Plan and the Development Budget which period, upon agreement, shall be binding upon
the Parties subject to Section 7.3.4. At least [***] days prior to the expiration of the initial [***] period following the Effective Date, the JSC shallestablish a rolling [***] process to decide on and update each of the Research and Development Plan, the Development Budget and the Manufacturing
Plan for subsequent [***] periods, each of which shall be updated by the JSC no later than [***] prior to the expiration of the then binding [***]
period.
6.2. Research and Development Plan. The Research and Development Plan shall (a) include a broad non-binding overview of the first [***] ofthe planned Development program (specifying in reasonable detail all material Development activities) to generate the preclinical, clinical, CMC,
regulatory and other information required for submitting a marketing authorization application for Regulatory Approval for the Candidate or Productand to achieve such Regulatory Approval for the Candidate or Product in one or more selected country(ies) of the Territory; (b) include a more detailed
and binding part of the plan for the initial binding period described in Section 6.1, which will be updated in accordance with Section 6.1; and (c) set
forth those obligations assigned to each Party with respect to the performance of the Development activities contemplated by such Research andDevelopment Plan.
6.3. Allocation of Responsibilities.
6.3.1. General. Each Party will use Commercially Reasonable Efforts to perform its obligations and activities identified under the bindingparts of the Research and Development Plan or as allocated to it by the JSC in a professional manner in accordance with any target dates set forthin Research and Development Plan. Further, each Party will perform its obligations under the binding parts of the Research and Development
Plan or as allocated to it by the JSC in compliance with all Laws applicable to its activities under the Research and Development Plan.
6.3.2. Mutations. If and to the extent Mutations of the SARS-CoV-2 virus arise [***]
6.3.3. Label Extensions. If a Party wishes to extend the label or approved indication of any Product Developed hereunder to otherindications (including any outside of the Field), it may so notify the JSC. In such event, the JSC shall discuss such label extension in good faith.
If the JSC agrees by unanimous consent that Development should be undertaken to support the label extension, the Parties shall include theDevelopment activities required to be undertaken to support
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such label extension in the Research and Development Plan and, if appropriate, amend the Field accordingly to cover such extension. Any
external cost or expense (other than Capex Cost) incurred by either Party (or its Affiliates) solely and specifically in connection with such
Development activities [***].
6.3.4. Subcontractors. Either Party may subcontract its responsibilities under the binding parts of the Research and Development Plan or
those allocated to it by the JSC without the other Party’s prior written consent; provided that such Party shall be responsible for the managementof all permitted subcontractors (which will include any Affiliate of a Party). The engagement of any Third Party subcontractor by a Party shall bein writing. The engagement of any subcontractor (whether Affiliate or Third Party) shall not relieve such Party of its obligations under thisAgreement or the binding parts of the Research and Development Plan. Any agreement between the Party or its Affiliate and a subcontractor
pertaining to the Research and Development Plan activities shall be consistent with the provisions of this Agreement including (a) an obligation
to assign all Intellectual Property Rights generated during its performance of such Research and Development Plan to the Party free of any
encumbrance such that the Party may fulfil its obligations hereunder and (b) terms and conditions under which such Third Party is obligated topreserve the confidentiality of the Research and Development Program, Research and Development Program Technology and any Confidential
Information are at least as restrictive as those described in Section 11.2.1.
6.3.5. Flexibility of Resources. Due to practical consequences arising from the outbreak of the virus that is the subject of the Field, it may
become difficult or temporarily impossible (including as classified as a force majeure event) for a Party to fulfil all of its responsibilities under
the Research and Development Plan or as allocated to it by the JSC. Accordingly, a Party, in its effort to collaborate, may therefore agree to swap,
substitute or perform any of the other Party’s responsibilities that were allocated to it in the Research and Development Plan or by the JSC. The
JSC shall be responsible for coordinating any such changes, which must be finally approved in writing by the Parties where the change results in
a Party taking on additional financial cost and responsibility.
6.3.6. Personnel Matters. Each Party acknowledges and agrees that it is solely responsible for the compensation of its personnel assigned
to the Research and Development Plan, and shall be responsible for withholding all national, state, local or other applicable taxes and similar
items for such personnel. Each Party also shall be responsible for all other of its employer related obligations, including providing appropriate
insurance coverage and employee benefits, and making all other deductions required by law affecting the gross wages of each of its employees.
BioNTech personnel assigned to the Research and Development Plan activities are not nor shall they be deemed to be employees of Pfizer, andPfizer personnel assigned to the Research and Development Plan activities are not nor shall they be deemed to be employees of BioNTech.
7.

CONTRACT GOVERNANCE.

7.1. Alliance Managers. Each Party will appoint a single individual to act as the primary point of contact between the Parties to support theactivities under the Research and Development Plan and the Manufacturing Plan (the “Alliance Managers”). Each Party may change its designatedAlliance Manager at any time upon written notice to the other Party. As of the Effective Date, the Alliance Manager for Pfizer will be [***] and theAlliance Manager for BioNTech will be [***]. The Alliance Managers will:34

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7.1.1. use good faith efforts to attend (either in person or by telecommunications) all meetings of the JSC, but will be non-voting members
at such meetings; and7.1.2. be the first point of referral for all matters of conflict resolution and bring disputes to the attention of the JSC in a timely manner.
7.2. Program Directors. Each Party will appoint a program director to oversee all activities conducted under the Research and Development Plan
(each, a “Program Director”). Each Party may change its designated Program Director at any time upon written notice to the other Party. The Program
Directors will coordinate the efforts of their respective Party in conducting activities under the Research and Development Plan. As of the Effective
Date, the Program Directors for Pfizer and BioNTech are [***], respectively.
7.3. Joint Steering Committee.
7.3.1. Composition. As of the Effective Date, the Parties will establish a Joint Steering Committee, comprised of at least [***]
representatives of BioNTech (including the Alliance Manager for BioNTech) and at least [***] representatives of Pfizer (including the AllianceManager for Pfizer). The JSC representatives for each of Pfizer and BioNTech will be referred to herein as the “Pfizer JSC Members” and the“BioNTech JSC Members” respectively. As of the Effective Date, the Pfizer JSC Members shall be [***] and the BioNTech JSC Members shall[***].
Each Party may replace its representatives to the JSC at any time upon notice to the other Party, provided that at all times an equal number ofrepresentatives from each Party are appointed to the JSC and each Party shall be responsible for ensuring any replaced representative is fully
briefed and apprised of the Research and Development Program. Each Party shall procure that its JSC representatives shall make themselves
available to attend JSC meetings upon reasonable notice and in accordance with this Agreement. Each Party may invite non-voting employees
and consultants to attend meetings of the JSC. All members of the JSC and any invitees of either Party described above will agree in writing to bebound to obligations of confidentiality and assignment of Intellectual Property Rights no less restrictive than those that bind the Parties under
this Agreement.
7.3.2. Committee Chair. The JSC will be chaired by a BioNTech JSC Member (the “JSC Chair”). BioNTech may replace the JSC Chair at
any time upon notice to Pfizer. The responsibilities of the JSC Chair will be:
7.3.2.1.

to notify each Party at least [***] Business Days in advance of each JSC meeting;

7.3.2.2.

to collect and organize agenda items for each JSC meeting; and35

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7.3.2.3.

to prepare the written minutes of each JSC meeting and circulate such minutes for review and approval by the Parties
and identify action items to be carried out by the Parties.

7.3.3. Meetings. Until the initiation of a Phase I Clinical Trial or Expedited Trial Pathway, the JSC shall meet at least weekly, unlessotherwise unanimously agreed. Thereafter, the JSC will meet on at least bi-weekly basis (or less or more frequently as the JSC so determines),
either in-person or by audio or video teleconference. Meetings of the JSC will occur at such times and places as mutually agreed by the Parties.
Any sub-committees or working groups established in accordance with Section 7.3.4 may meet via audio or video teleconference on a regularbasis and in-person at such times and places as the Parties may agree. Meetings of the JSC will only occur if at least two representatives of eachParty are present at the meeting or participating by teleconference or videoconference. Each Party will be responsible for, and will not be entitledto any reimbursement from the other Party with respect to, any and all personnel costs or expenses (including travel expenses) which are incurredby or on behalf of its personnel in connection with participation in any JSC meetings or sub-committee or working group meetings, or any othertravel required to be undertaken by either Party’s personnel in connection with the performance of the Agreement. The JSC Chair will use goodfaith efforts to (a) prepare and circulate to BioNTech and Pfizer each JSC meeting agenda on or before the day prior to the scheduled date for each
JSC meeting and (b) circulate for review and approval by BioNTech and Pfizer written minutes of each JSC meeting within [***] Business Days
after such meeting. The Parties will agree on the minutes of each meeting promptly, but in no event later than the day before the next meeting of
the JSC.
7.3.4. Responsibilities. The JSC will coordinate and provide operational and strategic oversight of the Development and Manufacturing
activities to be performed under the Research and Development Plan and the Manufacturing Plan by each Party and, within such scope will:7.3.4.1.

review and approve all proposals of whether to seek funding from a Third Party Funder, and the terms of any proposed
agreement with a Third Party Funder, which (with the exceptions specified in Section 5.5.2 for [***] and [***]) will
require unanimous consent of the JSC;

7.3.4.2.

monitor and assess the progress of activities under the Research and Development Plan and the Manufacturing Plan;

7.3.4.3.

decide on the Candidates or Products that will be studied in the Clinical Trials;

7.3.4.4.

decide on the design of the Clinical Trials, including the protocol governing the Clinical Trials;

7.3.4.5.

decide on and revise and approve any revisions of the Research and Development Plan, the Development Budget andthe Manufacturing Plan (including in accordance with the mechanism described in Section 6.1 and any adjustments
pursuant to Section 6.3.3 and 6.3.5), each of which shall require unanimous consent of the JSC except as expressly set
forth in Section 7.3.5;
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7.3.4.6.

discuss any Intellectual Property Rights of a Third Party which may be relevant to Candidates and Products;

7.3.4.7.

oversee the Development of Manufacturing processes relating to the Candidates or Products, establishment of
Manufacturing capacity, and endorse a strategy for Manufacturing Candidates and Product for both the Clinical Trials
and planned Commercialization;

7.3.4.8.

review and discuss all preclinical data and data arising from Clinical Trials investigating the Candidate or Product in
the Territory, including adverse events;

7.3.4.9.

review and discuss all preclinical data and data arising from Clinical Trials under the Fosun Agreement, including
adverse events;

7.3.4.10.

form such other committees and sub-committees as the JSC may deem appropriate, such as a Joint Development
Committee, a Joint Manufacturing Committee and the like, provided that the JSC may, with unanimous consent,delegate decision-making authority (that is within the JSC’s own authority) relevant to such committee’s andsub-committee’s area of expertise only (and the Parties agree that they will form Joint Manufacturing Committee
within [***] days of the Effective Date);

7.3.4.11.

address such other matters relating to the activities of the Parties under the Research and Development Plan or the
Manufacturing Plan as either Party may bring before the JSC, including any matters that are expressly for the JSC to
decide as provided in this Agreement;

7.3.4.12.

agree on a Development Budget, as well as any amendments to such budgets, provided that the Development Budget
and any amendments to it shall require unanimous consent of the JSC;

7.3.4.13.

discuss, collaborate on and oversee any applications for Regulatory Approvals in respect of the Candidates andProducts, both within and outside the Territory;

7.3.4.14.

discuss, collaborate on and agree on mutations pursuant to Section 6.3.2 or any label extension pursuant to
Section 6.3.3, each of which must be agreed by unanimous consent of the JSC; and7.3.4.15.

attempt to resolve any disputes between the Parties with respect to (a) the performance of activities under the Researchand Development Plan or the Manufacturing Plan on an informal basis or (b) matters before the Patent Committee, ineach case subject to Section 7.3.5.

7.3.5. Decision-making. Notwithstanding the number of Pfizer JSC Members or BioNTech JSC Members, each Party will have one (1) vote,and the JSC will make decisions on a unanimous basis. The JSC will use good faith efforts to reach agreement on any and all matters properly
brought before it. If, despite such good faith efforts, the JSC is unable to reach unanimous37

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agreement on a particular matter, within [***] days after the JSC first meets to consider such matter, or such later date as may be mutuallyacceptable to the Parties (each such matter, a “Disputed Matter”), then:
7.3.5.1.

Pfizer will have final decision making authority in relation to all decisions applicable to the Execution Task where
the Decision Making Right is allocated to Pfizer as set out in Schedule 7.3.5; and7.3.5.2.

BioNTech will have final decision-making authority in relation to all decisions applicable to the Execution Task
where the Decision Making Right is allocated to BioNTech as set out in Schedule 7.3.5; and7.3.5.3.

all other Disputed Matters (including those for which the Decision Making Right is identified as Mutual) shall be
subject to the Parties reaching unanimous or mutual consent ( including in respect of the Development Budget).

The Parties agree that the JSC will further refine the details of the decision-making rights and processes in accordance with
Schedule 7.3.5 and the terms of this Agreement.
7.3.6. Limits on JSC Authority. Notwithstanding any provision of this Section 7 to the contrary, (a) each Party will retain the rights,
powers and discretion granted to it under this Agreement and no such rights, powers, or discretion will be delegated to or vested in the JSC unlesssuch delegation or vesting of rights is expressly provided for in this Agreement or the Parties expressly so agree in writing, (b) except with respect
to modifications to the Research and Development Plan or Manufacturing Plan permitted as set forth in Section 7.3.4.5, the JSC will not have thepower to amend this Agreement or otherwise modify or waive compliance with this Agreement in any manner and (c) neither Party will require
the other Party to (i) breach any obligation or agreement that such other Party may have with or to a Third Party to the extent such obligation or
agreement existed prior to the Effective Date or (ii) perform any activities that are materially different or greater in scope or more costly thanthose provided for in the Research and Development Plan then in effect. For avoidance of doubt, a joint committee will be formed under theCommercialization Agreement to provide operational and strategic oversight of the Commercialization.
7.3.7. JSC Term. The JSC will be dissolved upon expiration of the Term.
7.4. Materials and Permitted Activities.
7.4.1. Transfer. From time to time during the Term, Pfizer shall provide BioNTech with tangible chemical or biological materials (the“Pfizer Materials”) and BioNTech may provide Pfizer with BioNTech Materials for the other Party’s use in accordance with binding parts of the
Research and Development Plan. The Party providing its Materials represents and warrants to the other Party that, as of the date of delivery of theMaterial (a) [***], (b) [***] and (c) [***]. [***].
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7.4.2. Title to Materials. All right, title and interest in and to the providing Party’s Materials (including any modifications or progeny
thereof) will remain the sole and exclusive property of such Party notwithstanding the transfer to and use by other Party of the same.
7.4.3. Permitted Activities. Notwithstanding anything to the contrary in this Agreement save for each Party’s exclusivity obligations andrestrictions (including those at Sections 3.1 and 3.10), nothing in this Agreement shall be deemed to prevent or restrict in any way the ability ofeither Party or its Affiliates to conduct any activities in the Territory, which activities would be allowed under any safe harbor, research
exemption, government or executive declaration of urgent public health need, or similar right available in law or equity if conducted by a Third
Party.
7.4.4. Return of Proprietary Materials. Upon termination or expiration of the Term, each Party receiving the other Party’s Materials
hereunder shall, either destroy or return all unused Materials to the providing Party.
8.

MANUFACTURING

8.1. Development of Manufacture Process. BioNTech and Pfizer shall jointly Develop a scalable process for Manufacture of Candidates andProducts in the Field in the Territory in accordance with the binding parts of the Research and Development Plan and the Manufacturing Plan.
8.2. Manufacture of Candidates and Products. Each Party will use Commercially Reasonable Efforts to perform its obligations and activities
identified under the binding parts of the Manufacturing Plan or as allocated to it by the JSC in a professional manner in accordance with any target
dates set forth in the Manufacturing Plan. Further, each Party will perform its obligations under the binding parts of the Manufacturing Plan or as
allocated to it by the JSC in compliance with all Laws applicable to its activities under the Manufacturing Plan. Pfizer and BioNTech will collaboratein the build-up of Manufacturing capacity for the Manufacturing of Candidates and Products for clinical and commercial purposes in accordance withthe binding parts of the Manufacturing Plan and the terms and conditions set forth in this Section 8. The Manufacturing Plan may be modified byunanimous consent of the JSC pursuant to Section 7. Unless otherwise agreed in the Manufacturing Plan, at a minimum Pfizer will be responsible forthe build-up of its Manufacturing site(s) in the USA for quantities of Product to be agreed as part of the Manufacturing Plan and the commercial supply
agreement for such site, and at a minimum BioNTech will be responsible for the extension of its Manufacturing sites in Mainz and Idar-Oberstein for
quantities of Product to be agreed as part of the Manufacturing Plan and the commercial supply agreement for such sites. [***] The Manufacturing Plan
may also consider one or both Parties engaging Third Party contract manufacturing organizations as a source of Manufacturing. In addition, promptly
after the Effective Date, the Parties will agree on a technology transfer plan and continue to perform the technology transfer that the Parties havealready started prior to the Effective Date to enable Manufacturing by Pfizer. For the avoidance of doubt, to the extent the technology transferred under
this Agreement is identical to the technology to be transferred pursuant to the Flu Collaboration License, the Parties shall cooperate to minimize any
duplication of technology transfer efforts under the Flu Collaboration License that unreasonably would be duplicative, wasteful or unnecessary.
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8.3. Quality Requirements. Each Party that undertakes or subcontracts any Manufacturing activities in respect of the Candidates or Products,
whether for the purposes of this Agreement, the Clinical Trials or pursuant to the commercial supply agreements shall ensure that all Manufacturing
activities are undertaken in accordance with (a) applicable GxP standards, applicable Laws, and other regulatory and manufacturing good practice(including record and sample keeping, deviation reporting, testing and quality requirements); and (b) the requirements of the applicable Quality
Agreement.
8.4. Manufacturing Agreements.
8.4.1. Clinical Supply. Within [***] following the Effective Date, the Parties shall enter into an agreement for clinical supply, as required toensure the Clinical Trials planned can proceed on the timelines set forth in the binding parts of the Research and Development Plan. All clinicalsupply of Candidates and Products shall be charged at the Manufacturing Costs. In addition, the Parties will negotiate in good faith and mutuallyagree on a Quality Agreement with respect to such clinical supply agreement.
8.4.2. Commercial Supply. Furthermore, the Parties will negotiate in good faith and mutually agree on one or more commercial supply
agreement(s) and Quality Agreement(s) simultaneously with the negotiation of the Commercialization Terms. The commercial supply
agreement(s) shall be in accordance with the following commercial terms:
8.4.2.1.

The Manufacturing Party shall be entitled to charge the Transfer Price for each batch of Product delivered inaccordance with the relevant commercial supply agreement. Such Transfer Price shall be invoiced by the
Manufacturing Party upon delivery of the Products and shall be payable by the other Party within [***] from receipt
of such invoice.

8.4.2.2.

The Transfer Price shall be adjusted on a yearly basis for all commercial supply agreements in accordance with
relevant cost developments.

8.4.2.3.

The Parties will work together, subject to and observing applicable Laws, and agree the volumes of Product Materials
to be purchased from Third Party suppliers for the purposes of this Agreement and to [***] of either Party to source theother Party’s requirements for such Product Materials for its Manufacturing activities pursuant to this Agreement andthe Commercialization Agreement, which sourced Product Materials shall then be sold, at cost, to that other Party[***].

8.4.2.4.

[***]40

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8.4.3. The supply agreements to be entered into between the Parties pursuant to Sections 8.4.1 and 8.4.2, or the Commercialization
Agreements if more appropriate, shall include appropriate accounting mechanisms to allow for true-up payments in respect of (i) Manufacturing
Costs, including to account for any mark up on the Manufacturing Costs of Product Materials where permitted in the definition of Manufacturing
Costs, and (ii) Manufacturing Variances.
8.5. Allocation of Responsibilities. Section 6.3.1 and Sections 6.3.4 to 6.3.6 shall apply mutatis mutandis in respect of each Party’s
responsibilities under the Manufacturing Plan.
9.

DEVELOPMENT, REGULATORY AND PHARMACOVIGILANCE.
9.1. Development Matters.
9.1.1. Allocation of Development and Regulatory Responsibility. The Development of Candidates and Products shall be conducted by theParties, under the direction and oversight of the JSC (and, as applicable, the Joint Development Committee), in accordance with the applicableResearch and Development Plan and Development Budget. Pursuant to the initial Research and Development Plan, the Parties shall identify astrategy for Development of the Candidates and Products in the Territory that identifies the Party that is leading the clinical Development of the
Candidates or Products in a country in the Territory (the “Lead Development Party”). Notwithstanding the foregoing, the Parties have agreed that(a) Pfizer shall lead the clinical aspects of Development of Candidates and Products in the USA, and (b) BioNTech shall lead the clinical aspectsof Development of Candidates and Products in the EU. BioNTech shall be the sponsor and IND/CTA holder for all Clinical Trials in the Territory,in each case, subject to a mutually agreeable strategy with respect to the Development of Candidates and Products. For any Clinical Trial forwhich Pfizer is the Lead Development Party (but is not the sponsor of such Clinical Trials), BioNTech shall have delegated to Pfizer operationaland day-to-day Development activities, decision-making authority and responsibility for such Clinical Trial, including those activities describedin Schedule 9.1.1, subject to a protocol approved by unanimous consent by the JSC. For avoidance of doubt, the Lead Development Party shallconduct its Development activities in collaboration with and with active review of the other Party.
9.1.2. Appointment of Lead Development Party for Future Clinical Trials. At any time during the term of this Agreement, the JSC may
determine by mutual consent that additional clinical Development of the Candidate and Product are warranted and, in such event, unlessotherwise agreed by the JSC, (a) Pfizer shall be the Lead Development Party for each additional Clinical Trial in the USA, (b) BioNTech shall be
the Lead Development Party for each additional Clinical Trial in the EU and (c) the JSC shall mutually agree on the appointment of one of theParties to be the Lead Development Party for each additional Clinical Trial on a Clinical Trial-by-Clinical Trial basis in a country or region in
the Territory other than the USA and EU (“ROW”), and subject to the mutually agreed upon strategy.
9.1.3. Clinical Trials. In respect of Clinical Trials for the Candidates or Products pursuant to this Agreement, the following shall apply:
9.1.3.1.

GxP Standards. Subject to Section 9.1.3.7, BioNTech as the sponsor for any Clinical Trial in respect of any Candidate
or Product pursuant to this Agreement shall ensure the Clinical Trial is conducted in accordance with GxP and allapplicable Laws, and will provide to the other Party any significant GxP or non-compliance issues relating to theprotocol for such Clinical Trial, which arise or may be identified through monitoring,41

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9.1.3.2.

Monitoring Plans. A high-level strategy for monitoring Clinical Trials in respect of any Candidate or Productpursuant to this Agreement will be agreed by the JSC within [***] following the Effective Date. The Lead
Development Party of the Clinical Trial will notify the other Party if there are any amendments required to suchmonitoring plan, and provide such other Party with an opportunity to review and comment on any such amendments,
and any amendments shall only be made following approval by the JSC.

9.1.3.3.

IRB/IEC Approval. BioNTech as the sponsor and Regulatory Approval holder of the Clinical Trials shall ensure that
the Clinical Trial is approved by and subject to continuing oversight by an appropriate Institutional Review Board(IRB) or Independent Ethics Committee (IEC), except that BioNTech shall delegate this responsibility to Pfizer for
any Clinical Trial for which Pfizer is the Lead Development Party. The Lead Development Party shall provide
documentation of both the initial IRB/IEC approval of the final protocol to the other Party and annual renewals ofthat approval if such renewals are required. To the extent a Party receives notice of any withdrawal or suspension of
IRB/IEC approval during the term of this Agreement, it will promptly inform the other Party

9.1.3.4.

Informed Consent. BioNTech as the sponsor and Regulatory Approval holder for each applicable Clinical Trial willobtain informed consent for each Clinical Trial subject in accordance with the applicable informed consent document
and applicable Law and will inform and obtain express consent from each Clinical Trial subject that the data arisingfrom such Clinical Trial may be used in accordance with the terms of this Agreement (including its export from theEuropean Union and its processing by Pfizer or other Third Parties in accordance with the terms of this Agreement andLaw), provided however, that BioNTech shall delegate this responsibility to Pfizer for those Clinical Trials for which
Pfizer is the Lead Development Party. Notwithstanding the foregoing, the Lead Development Party will share theinformed consent document with the other Party for such other Party’s review and comment prior to its use in a
Clinical Trial in a country in the Territory.

9.1.3.5.

Sponsorship. Where the Lead Development Party (or its Affiliate or designee) is not the sponsor of a Clinical Trial or
Regulatory Approval holder, such Lead Development Party shall not represent to any Third Party, including any
Clinical Trial subjects, that the Lead Development Party or its Affiliates are a sponsor.

9.1.3.6.

Reporting. BioNTech is solely responsible for any and all safety reporting and regulatory obligations associated withthe conduct of the Clinical Trial for which it is the sponsor, including, but not limited to, obtaining and maintaining
Regulatory Approvals for the conduct of the Clinical Trials, provided, however, that BioNTech shall delegate thesafety reporting and regulatory obligations associated with the conduct of each Clinical Trial in the Territory to Pfizer
subject to Section 9.3.
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9.1.3.7.

Delegation. Notwithstanding the responsibilities of BioNTech as IND/CTA holder or sponsor of Clinical Trials, where
Pfizer is the Lead Development Party for a Clinical Trial Pfizer shall conduct its activities in compliance with GxPand applicable Law with respect to each of the activities which have been delegated to Pfizer pursuant to Schedule
9.1.1.

9.2. Regulatory Matters.
9.2.1. Lead Development Party. The JSC shall agree on a strategy to allocate operational responsibility for regulatory activities relating toeach Candidate or Product to a Lead Development Party by reference to the country or region within the Territory for which that Party is to act as
the Lead Development Party in respect of a Clinical Trial for one or more Candidates or Products. The JSC’s initial allocation shall be that Lead
Development Party for regulatory activities relating to each Candidate or Product in the EU shall be BioNTech, and the Lead Development Party
for regulatory activities relating to each Candidate or Product in the USAshall be Pfizer. Subject to the JSC’s mutual consent to seek Regulatory
Approval in one or more countries or regions in the ROW, Pfizer shall be the Lead Development Party for regulatory activities relating to each
Candidate or Product in such country or region in the ROW. If the JSC cannot agree on whether Regulatory Approval shall be sought for any
country or region in the ROW, the Party that wishes to seek Regulatory Approval in such country or region shall be entitled to be the Lead
Development Party for regulatory activities relating to each Candidate or Product in such country or region and seek such Regulatory Approvalat its own cost. The JSC may vary from the foregoing allocations by mutual consent. The other Party shall cooperate with the Lead Development
Party, at its reasonable request, with respect to any regulatory matters for which the Regulatory Approval holder is responsible or to whom
regulatory matters have been delegated.
9.2.2. Regulatory Communications and Filings. Pfizer shall prepare, file in BioNTech’s name, diligently prosecute to grant, and maintain
all applications for Regulatory Approvals (“Marketing Authorization Applications”) and all Regulatory Approvals obtained therefrom in respectof any Candidates or Products in USA and, subject to Section 9.2.1, the ROW. BionTech shall prepare, file in BioNTech’s name, diligently
prosecute to grant, and maintain all applications for Marketing Authorization Applications and all Regulatory Approvals obtained therefrom inrespect of any Candidates or Products in EU. The JSC may vary from the foregoing allocations by mutual consent. In accordance with
Section 9.2.1, each Party shall cooperate with the other Party with respect to any and all regulatory matters for which the other Party is
responsible pursuant to this Agreement or the Research and Development Plan. Unless exigent action is required with respect to a given filingbefore a Regulatory Authority concerning a Candidate or Product, or a material communication with a Regulatory Authority concerning thesame, the Party submitting such Marketing Authorization Application shall provide the other Party with copies of all filings relating to such
Marketing Authorization Application prior to submission within a reasonable amount of time (but not less than [***] Business Days) to allow
such Party to review and comment on such filings, and the Party submitting such Marketing Authorization Application shall consider allcomments and proposed revisions from the other Party in good faith prior to submission. The Party responsible for filing such Regulatory
Approvals shall consult with the other Party regarding, and keep the other Party informed of, the status of the preparation of all Marketing
Authorization Applications and the prosecution thereof, including any material communications
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that it receives with respect to the same. Upon request of the other Party, the Lead Development Party responsible for filing applications for such
Regulatory Approvals shall provide to the other Party copies of all final Marketing Authorization Applications and filings relating thereto that it
submits. The foregoing provisions of this Section 9.2.2 shall also apply to material and substantive communications with Regulatory
Authorities.
9.2.3. Regulatory Meetings. The Lead Development Party shall consult with the other Party reasonably in advance of the date of any
anticipated meeting with a Regulatory Authority relating to any Marketing Authorization Applications or Regulatory Approvals in respect of
any Candidate or Product and shall consider any timely and reasonable recommendations made by the other Party in preparation for suchmeeting. The Parties agree that Pfizer, as the Lead Development Party for the regulatory activities in the USA and ROW shall lead interactions
with the Regulatory Authority in the USA and ROW, while BioNTech as the Lead Development Party for the EU, shall lead interactions with theRegulatory Authority in Germany and the EU. The Parties agree that the Party who has been appointed by the JSC as the Lead Development
Party shall lead interactions with respect to countries or regions in the Territory. Upon the request of the other Party, and to the extent legallypermissible and not opposed by the relevant Regulatory Authority, the Lead Development Party shall permit the other Party to attend any and all
meetings with the applicable Regulatory Authority concerning the Candidate or Product. [***]
9.2.4. Manufacturing Matters. Where Pfizer is the Lead Development Party and responsible for preparing the filings for Regulatory
Approval, BioNTech shall provide all reasonable assistance to Pfizer in such filings, including preparation of the CMC portions of the Common
Technical Document in English and supporting ancillary cGMP documents and analytical data as required to meet specific regulatory filing andapproval requirements. Each Party shall promptly provide the other with copies of material written correspondence as reasonably necessary topermit each Party to comply with its relevant regulatory obligations described in the Agreement or as otherwise reasonably requested.
9.2.5. Ownership of Regulatory Filings, Market Authorization Approvals and Pricing and Reimbursement Approvals. Unlessotherwise required under applicable Law or determined by unanimous consent of the JSC (or the JCC with respect to Commercialization
Agreement, as applicable), all Regulatory Approvals directed to a Candidate or Product in a country in the Territory and all applications thereforshall be made or held in the name of and owned by BioNTech. Notwithstanding the foregoing BioNTech may, upon giving reasonable notice toPfizer, elect to transfer to Pfizer or any of its Affiliates one or more Regulatory Approvals in the Territory directed to a Candidate or Product andPfizer will not withhold its agreement to such transfer if Pfizer or any of its Affiliates is already Commercializing a Pfizer vaccine product in suchcountry and is permitted to hold Regulatory Approvals in such country. Recognizing that the transfer of the foregoing responsibilities or the
responsibilities described in 9.2.1 and 9.2.2 and Regulatory Approvals as the case may be requires time, coordination and effort, the Parties willagree a reasonable transition plan for each such transfer and during the transfer period BioNTech shall continue to perform its obligations as Lead
Development Party or owner of the Regulatory Approval.
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9.2.6. Notice of Regulatory Investigation or Inquiry. If any Regulatory Authority (i) contacts a Party with respect to the alleged improper
Development, Manufacture, or Commercialization of a Candidate or Product in the Territory, (ii) conducts, or gives notice of its intent to
conduct, an inspection at a Party’s facilities used in the Development or Manufacturing of a Candidate or Product, or (iii) takes, or gives notice of
its intent to take, any other regulatory action with respect to any activity of a Party that could reasonably be expected to adversely affect any
Development, Manufacture or Commercialization activities with respect to a Candidate or Product in the Territory, then such Party shallpromptly notify the other Party of such contact, inspection or notice. The inspected Party shall provide such other Party with copies of all
pertinent information and documentation issued by any such Regulatory Authority within [***] Business Days of receipt, and, to the extent
practicable, the JSC or appropriate subcommittee. Such other Party shall have the right to (a) be present at any such inspection, and (b) review
and comment upon in advance any responses of the inspected Party that pertain to a Candidate or Product or a Party’s activities hereunder.
9.2.7. Pharmacovigilance and Pharmacovigilance Agreement.
9.2.7.1.

As soon as practicably possible following the Signing Date the Parties shall form a Joint Safety Committee to(a) review and approve each investigator’s brochure for the clinical Development of Candidates and Products,(b) review and approve all aggregated data Drug Safety Update Reports, annual IND reports, and other period reports
to Governmental Authorities information regarding patient safety (including adverse drug) experiences that are or
may be associated with Candidates or Products, (c) review, discuss and agree the outputs of each Party’s periodic
Candidate and Product related benefit/risk analysis, and (d) such other patient safety-related activities as the Parties
may delegate to it from time to time.

9.2.7.2.

So long as BioNTech holds the necessary INDs/CTAs/Regulatory Approvals and is acting as sponsor in a country or
region in the Territory, BioNTech may initiate clinical Development of the Candidates and Products in the EU prior to
the Parties entering into a pharmacovigilance agreement. In such circumstances BioNTech shall be responsible forcollecting, monitoring, evaluating, sharing and reporting to applicable Governmental Authorities in the EU
information regarding patient safety (including adverse drug) experiences that are or may be associated with
Candidates or Products. BioNTech shall be responsible for maintaining a suitable safety database.

9.2.7.3.

By no later than the approval of the Investigational New Drug (IND) for Candidate(s) with FDA, the Parties shall haveentered into a pharmacovigilance agreement (“Pharmacovigilance Agreement”) reflecting the terms set forth in
Section 9.3 and Schedule 9.2.7.

9.2.7.4.

Following the filing of the IND for Candidate(s) with FDA:
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9.2.7.5.

(a)should BioNTech require Pfizer to take over certain activities in relation to collecting, monitoring, evaluating,sharing and reporting to applicable Governmental Authorities, but excluding Ethics Committees, information
regarding patient safety (including adverse drug) experiences that are or may be associated with Candidates or
Products in the EU, the Parties shall agree and execute an amendment to the Pharmacovigilance Agreement to(i) reflect the additional activities and responsibilities the Parties have agreed Pfizer will perform in the EU, and(ii) set out the procedures the Parties have agreed upon to allow for the reconciliation of BioNTech’s safety
database with Pfizer’s safety database. The effectiveness of the amendment shall be conditional upon BioNTechdelivering to Pfizer (x) confirmation from the relevant Governmental Authorities in the EU that they haveaccepted an amendment to the clinical trial protocol for any on-going clinical trial of Candidates or Product inthe EU to reflect the necessary changes (as agreed with Pfizer) in responsibilities and contact information forcollecting, monitoring, evaluating, sharing and reporting of information regarding patient safety (including
adverse drug) experiences, and (y) written confirmation from BioNTech that it has amended the relevant clinical
trial agreements to reflect the change in pharmacovigilance provider and trained the investigators on the newreporting procedures; and,(b)

BioNTech through their Agreement with Fosun shall ensure that Fosun, via BioNTech, deliver to Pfizer (x) acopy of a due diligence report on Fosun’s safety data reporting system reasonably acceptable to Pfizer in termsof findings made, (y) a copy of the pharmacovigilance agreement between BioNTech and Fosun which, interalia, provides for delivery to Pfizer of fully assessed, translated (into English) CIOMS forms for all SAEs: Death /life threatening SUSARs – 5 Business Days from Day 0 (Day 0 being receipt by Fosun from the clinicalinvestigator), or 10 days for all other SAEs, [***] and (z) details of the quality management system used with
Fosun to ensure that if late inbound reports are received BioNTech can request root cause analysis andimplementation of corrective and preventive actions by Fosun. The Parties agree that prior to Fosun’scommencement of clinical activities by Fosun, BioNTech shall have entered into a written agreement with
Fosun, reflecting the foregoing.

The Pharmacovigilance Agreement and each amendment to it from time to time shall set forth the responsibilities andprocedures for (i) collecting, monitoring, evaluating, sharing and reporting to applicable Governmental Authorities
information regarding patient safety (including adverse drug) experiences that are or may be associated with
Candidates or Products in the countries covered by that agreement and (ii) providing regulatory information to andsupport of the other Party
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with regard to regulatory obligations, provided, that, each such agreement shall include the following guiding principles:
acting as BioNTech’s delegate for regulatory interactions, Pfizer shall primarily control the regulatory process andregulatory interactions in the countries covered by that agreement, provided, however that the Parties shall work together
collaboratively to further the purposes of the collaboration and the activities described in this Agreement. Subject to theproviso in the foregoing sentence, to the extent there is any conflict between the terms and conditions of thePharmacovigilance Agreement (as amended from time to time) and this Agreement with respect to safety or regulatory
matters, the Pharmacovigilance Agreement shall control.
9.2.8. Audits. Each Party shall have the right, at its sole cost and expense, to perform audits of the other Party’s pharmacovigilance,
regulatory, and environmental, health and safety activities concerning any Candidates or Products under this Agreement, including each Party’s
oversight of any Third Party contracted to perform pharmacovigilance, regulatory or environmental health and safety activities as outlined inthis Agreement and in compliance with applicable Laws, which audit right is exercisable at any time during the Term. Upon request, BioNTech
shall provide Pfizer with a copy if its latest audit report on Fosun’s pharmacovigilance activities.
9.3. Global Safety Database and Safety Reporting. Subject to Section 9.2.7, Pfizer shall maintain the global safety database for the Candidates
and Products pursuant to this Agreement and the Commercialization Agreement. Provided that (a) BioNTech (subject to Section 9.1) will be the Lead
Development Party with respect to Clinical Trials conducted in the EU, (b) BioNTech will hold a safety database to meet its sponsor responsibilities
and regulatory responsibilities in the EU and to hold safety data reports received from China; (c) information shall be exchanged between Pfizer and
BioNTech as described in the Pharmacovigilance Agreement to ensure alignment of information between the databases and (d) BioNTech will delegate
its responsibilities for the collection, processing, assessment and safety reporting to Regulatory Authorities for all Clinical Trial(s) conducted pursuant
to the Research and Development Plan in the Territory upon the approval of the IND for Candidate(s) with FDA. Notwithstanding the foregoing, such
responsibility can only be delegated to and Pfizer can only accept this responsibility if the Clinical Trial sites for the Candidates and Products arereporting the safety data, including all individual Serious Adverse Events, translated into English, to Pfizer and for so long as Pfizer has access to allsafety data, including all individual Serious Adverse Events, translated into English for any and all active Clinical Trials for the Candidates andProducts, including products identical to Candidates or Products conducted under the terms and conditions of the Fosun Agreement (or subsequent
agreements with other development partners) to allow Pfizer to meet its regulatory obligations as Lead Development Party in the Territory.
9.4. Product Complaints and Returns. The Parties’ rights and obligations with respect to non-conformance and returns of Products shall begoverned by, as and to the extent applicable, the applicable supply agreement, the global Quality Agreement, or the Pharmacovigilance Agreement.
9.5. Clinical Trial Register. BioNTech shall, in accordance with Law and its internal policies, register, and publish the summaries and results of,Clinical Trials relating to the Candidate or Product on a clinical trial register maintained by it (or an equivalent register), or as otherwise required by
Law. If Pfizer is the Lead Development Party for a Clinical Trial, Pfizer shall prepare such summaries and results in accordance with its internal policies
and in a timely manner so as to allow the summaries and results to be published within the mandatory time period, and provide such summaries andresults to BioNTech for review and comment. Pfizer will give reasonable consideration to any such comments. BioNTech shall publish such summaries
and results on a clinical trial register maintained by it (or an equivalent register), within the mandatory time period.
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9.6. Regulatory Exclusivity. The JSC shall oversee the process of applying for and securing exclusivity rights that may be available under the
Law of countries in the Territory, including any data or market exclusivity periods such as those periods listed in the FDA’s Orange Book or Purple
Book (as applicable) or periods under national implementations of Article 10.1(a)(iii) of Directive 2001/EC/83 (including any pediatric exclusivity
extensions or other forms of regulatory exclusivity that may be available), and all international equivalents.
9.7. Liability. Subject to Pfizer and its Affiliates compliance with the obligations set forth in Section 9.1.3.7 above, Pfizer and its Affiliates,
employees, agents or representatives will not be liable to BioNTech or its Affiliates in respect of any act, omission, default or neglect on the part of
Pfizer, its Affiliates, or their respective employees, agents or representatives in connection with the activities undertaken as a Lead Development Party
where such activities are undertaken in good faith, unless liability arises from Pfizer’s or its Affiliates, employees, agents or representatives grossnegligence or willful misconduct.
9.8. Objection Right. Notwithstanding any other provision of this Section 9, as Regulatory Approval holder, BioNTech shall have the right toobject to and oppose any intended action of Pfizer as Lead Development Party if BioNTech reasonably believes Pfizer’s intended action to be contrary
to applicable Law.
9.9. Personal Data. To the extent the Parties shall be required to share Personal Data in connection with this Agreement or the Commercialization
Agreement, the Parties shall enter into a legally binding written agreement governing the Parties relationship and their processing activities as requiredby Applicable Data Protection Law.
10.

INTELLECTUAL PROPERTY

10.1. Patent Committee. Within the first [***] following the Effective Date, or as otherwise agreed by the Parties, the Parties will establish apatent committee (the “Patent Committee”), comprised of at least one (1) representative of BioNTech and at least one (1) representative of Pfizer (which
representative may be replaced by either Party at any time through written notice to the other Party). The Patent Committee shall coordinate allactivities in relation to Patent Rights applicable to the terms of this Agreement. In particular, the Patent Committee shall:
10.1.1. coordinate all activities in relation to the filing and prosecution of Patent Rights relating to this Agreement pursuant to Sections
10.2.1 and 10.3.1 of this Agreement,
10.1.2. discuss any actual, potential or suspected infringement of such Patent Rights pursuant to Section 10.4.1, and10.1.3. regularly review which BioNTech Patent Rights may be relevant to Candidates and Products.
10.1.4. The Patent Committee shall meet (either in-person or by audio or video conference) as often as determined by the Patent Committee
as well as upon the reasonable request of either Party. It is acknowledged that particularly in the case of any Enforcement Action the PatentCommittee may need to meet at very short notice and be required to expedite and make decisions very quickly and the Parties shall procure that
the Patent Committee shall meet urgently
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as quickly as reasonably required in connection with any Enforcement Action. The Patent Committee will be chaired by a Patent Committee
member chosen by mutual agreement. The Patent Committee shall operate in good faith and acting reasonably. Sections 7.3.2 and 7.3.3, unlessotherwise mutually agreed between the Parties, shall apply mutatis mutandis. The Patent Committee will use good faith efforts to reachagreement on all matters properly brought before it. If, despite such good faith efforts, the Patent Committee is unable to reach unanimous
agreement on a particular matter, such matter shall be escalated to the JSC for final resolution and decisions of the JSC in this regard must be
made by unanimous consent.
10.2. Ownership of Intellectual Property.
10.2.1. Ownership of Product Technology. [***]
10.2.2. Ownership of BioNTech Improvements and Pfizer Improvements. As between the Parties, (a) BioNTech will own all BioNTech
Improvements and (b) Pfizer will own all Pfizer Improvements.
10.2.3. Ownership of other Research and Development Program Technology. Except for BioNTech Improvements, Pfizer Improvements
and [***] the ownership of other Research and Development Program Technology, will be allocated based on inventorship as defined under theLaws of the United States. Notwithstanding the foregoing, during the Term, and without prejudice to Section 10.3 the Parties (through the PatentCommittee) shall cooperate and discuss in good faith with respect to the timing, scope and filing of any Patent Rights claiming or disclosing any
Research and Development Program Technology.
10.2.4. Ownership of Joint Technology. Subject to Section 10.2.1, 10.2.2 and 10.2.3, the Parties will jointly own any Joint Technology.
Subject to (a) the grant of licenses or sublicenses under Section 3, (b) BioNTech’s representations, warranties and covenants under Section 12 and(c) the Parties’ other rights and obligations under this Agreement (including Section 3.10), each Party will be free to exploit, either itself or
through the grant of licenses to Third Parties (which Third Party licenses may be further sublicensed), Joint Technology throughout the world
without restriction, without the need to obtain further consent from or provide notice to the other Party, and without any duty to account orotherwise make any payment of any compensation to the other Party.
10.2.5. Ownership of Other Intellectual Property. Except as set forth in Sections 10.2.1, 10.2.4, 10.2.2 and 10.2.1, each Party will own all
right, title and interest in and to any and all Know-How, Patent Rights or other Intellectual Property Rights that such Party owns as of theEffective Date or otherwise acquires during the Term. For the purposes of determining ownership under this Agreement, as applicable,
inventorship will be determined in accordance with United States patent laws.
10.3. Patent Rights.
10.3.1. Filing, Prosecution and Maintenance of Patent Rights.
10.3.1.1.

Prosecution by BioNTech. BioNTech will have the first right, and a Commercially Reasonable Efforts obligation, tofile, prosecute and maintain the BioNTech Patent Rights owned by BioNTech or its Affiliates [***] and Patent Rights
claiming BioNTech Improvements (together the “BioNTech Prosecution Patent
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Rights”) at BioNTech’s sole expense using counsel of its own choice reasonably acceptable to Pfizer in Australia, Canada,
the member states of the European Patent Convention including the Major EU Market Countries, Japan, the United States,
Brazil, Russia, India, Mexico and South Korea (“Key Patent Jurisdictions”). Upon request of Pfizer, BioNTech shall file one
or more BioNTech Prosecution Patent Rights in one or more jurisdictions other than the Key Patent Jurisdictions(“Additional Patent Jurisdictions”), and BioNTech will have the first right, and a Commercially Reasonable Efforts
obligation, to file, prosecute and maintain such BioNTech Prosecution Patent Rights in such Additional Patent Jurisdictionsat Pfizer’s sole expense (until such time as Pfizer elects not to maintain such Patent Rights in such Additional Patent
Jurisdictions whereupon BioNTech can elect to abandon or surrender the same or to continue the prosecution andmaintenance of such Patent Rights at its own expense) using counsel of its own choice reasonably acceptable to Pfizer.
BioNTech will keep Pfizer advised on the status of the preparation, filing, prosecution, and maintenance of the Patent
Rights included within BioNTech Prosecution Patent Rights in all the jurisdictions where filed. Further, in respect of any
jurisdiction, BioNTech will (a) allow Pfizer a reasonable opportunity and reasonable time to review and provide comments
to BioNTech’s patent counsel regarding relevant substantive communications to BioNTech and drafts of any responses orother proposed substantive filings by BioNTech before any applicable filings are submitted to any relevant patent office (orGovernmental Authority) with respect to any BioNTech Prosecution Patent Rights and (b) reflect any reasonable and timely
comments offered by Pfizer in any final filings submitted by BioNTech to any relevant patent office (or Governmental
Authority) with respect to any BioNTech Prosecution Patent Rights. If BioNTech elects not to file a Patent Right included in
the BioNTech Prosecution Patent Rights in any Key Patent Jurisdiction or Additional Patent Jurisdiction or elects to cease
the prosecution or maintenance of one or more Patent Rights included in the BioNTech Prosecution Patent Rights in any
Key Patent Jurisdiction or Additional Patent Jurisdiction and, as relevant, no Third Party has agreed to continue theprosecution or maintenance of such Patent Rights under agreements concluded before the Effective Date, BioNTech will
provide Pfizer with written notice of its decision not to file, prosecute or maintain not less than [***] before any action isrequired to avoid abandonment or lapse. In the event of any such notice, if Pfizer elects to file or continue such prosecution
or maintenance in the name of BioNTech at Pfizer’s sole expense, (x) Pfizer shall be entitled to do so and take all steps insuch prosecution and maintenance at its sole discretion; (y) BioNTech will reasonably cooperate to promptly transfer thenecessary files and execute the necessary forms regarding such transfer and (z) Pfizer will keep BioNTech advised on thestatus of such filing, prosecution and maintenance and will reasonably consider any comments made by BioNTech inconnection therewith. If Pfizer elects not to file or continue such prosecution or maintenance, then BioNTech may
immediately abandon, allow to lapse, or omit to prosecute such Patent Right, as the case may be. BioNTech will promptly,
and no later than [***] after written request by Pfizer, by written notice to Pfizer update Schedule 12.3.4 to identify all
BioNTech Patent Rights to be added thereto.
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10.3.1.2.

Other Patent Rights. Except as provided in Section 10.3.1.1, each Party will have the sole right, but not the
obligation, to file, prosecute and maintain the Research and Development Program Patent Rights or other Patent
Rights that it solely owns under this Agreement or to which it otherwise has control of prosecution rights in its sole
discretion, provided that at a Party’s reasonable request, the other Party will provide status or other requested
information for any Research and Development Program Patent Right and will consider in good faith any
recommendations made by such Party in regard to the filing, prosecution or maintenance of any such Patent Right.

10.3.1.3.

Reference of Research and Development Program Know-How. If a Party chooses to file, and thereafter prosecute andmaintain, Patent Rights after the expiration of the Term, including any extension to the Term, that Party may use orincorporate Research and Development Program Know-How in the filing or prosecution of such Patent Rights filed
after the Term, if it determines in its sole discretion that it is necessary or useful to use or incorporate such Researchand Development Program Know-How.

10.3.2. Joint Patent Rights. In the event the Parties make any Joint Know-How, the Parties will promptly meet to discuss and determine,based on mutual consent, whether to seek patent protection thereon. Neither Party will file any Joint Patent Right without mutual consent. Unlessotherwise agreed between the Parties, if the Parties decide to seek patent protection for any Joint Know-How: (a) BioNTech will have the firstright, but not the obligation, to prepare, file, prosecute and maintain any Joint Patent Right predominantly relating to the RNA Technology or
RNA Process Technology throughout the world, and (b) Pfizer will have the first right, but not the obligation, to prepare, file, prosecute andmaintain any other Joint Patent Right throughout the world, in each case of (a) and (b) with the respective provisions of Section 10.3.1.1 to apply
mutatis mutandis except as provided in this Section 10.3.2. The non-filing Party will reimburse the filing Party for 50% of the costs reasonably
incurred by the filing Party in preparing, filing, prosecuting and maintaining such Joint Patent Rights, which reimbursement will be madepursuant to, and within 75 days of, invoices (including supporting documentation) submitted by the filing Party to the non-filing Party no more
often than once per Pfizer Quarter. The non-prosecuting Party will cooperate with the prosecuting Party in taking reasonable measures to control
costs and non-prosecuting Party shall be responsible for 100% of (x) any fees or costs related to any correspondence of outside counsel with or
instructions to outside counsel by such Party (or any of such Party’s Representatives) which is independent of joint prosecution efforts, or (y) any
patent office fees, and associated counsel/agent fees and costs, for extensions which are not incurred at the request of, and not due to the actionsof, the prosecuting Party. If, once the Parties have agreed to prepare and file an application of Joint Patent Rights, either Party (the “Declining
Party”) at any time thereafter declines to participate in the preparation, filing, prosecution or maintenance of any Joint Patent Right or share in
the costs of filing, prosecuting and maintaining any Joint Patent Right, on a country-by-country basis, the Declining Party will provide the otherParty (the “Continuing Party”) with 30 days prior written notice to such effect, in which event, the Declining Party will (A) have no
responsibility with respect to the filing, prosecution or maintenance of the applicable Joint Patent Right after the end of such 30 day period,(B) have no responsibility for any expenses incurred in connection with such Joint Patent Right after the end of such 30 day period and (C) if
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the Continuing Party elects to continue filing, prosecution or maintenance, the Declining Party, upon the Continuing Party’s request, will
execute such documents and perform such acts, at the Continuing Party’s expense, as may be reasonably necessary (1) to assign to theContinuing Party all of the Declining Party’s right, title and interest in and to such Joint Patent Right and (2) to permit the Continuing Party tofile, prosecute and maintain such Joint Patent Right at its sole expense. Where such Joint Patent Right is assigned to Pfizer as the Continuing
Party, BioNTech will retain a non-exclusive, sublicensable, perpetual, irrevocable, royalty-free, fully paid-up worldwide right and license topractice and exploit such Patent Right for any and all purposes excluding, during the Term, in the Field; and where such Joint Patent Right is
assigned to BioNTech as the Continuing Party, it will be excluded from the definition of BioNTech Patent Rights, and Pfizer will retain a
non-exclusive, sublicensable, perpetual, irrevocable, royalty-free, fully paid-up worldwide right and license to practice and exploit such Joint
Patent Right for any and all purposes.
10.3.3. Prosecution by Third Party Licensors. Except in the ordinary course of filing continuation applications, BioNTech shall not
decline to pay for or participate in the filing, prosecution or maintenance of any Patent Right under any BioNTech Third Party Agreement in any
Key Patent Jurisdiction (or other country to the extent doing so may result in BioNTech’s loss of license to such Patent Right in such country), tothe extent BioNTech is obligated to pay for, or has the right to participate in, such filing, prosecution or maintenance, that is included in the
BioNTech Patent Rights and that, in Pfizer’s reasonable opinion, covers any Candidate, Product or [***] in the Field in the Territory, and the lossof which would result in loss of right to or would materially diminish the overall protection of such Candidate or Product, without Pfizer’s priorwritten consent, not to be unreasonably withheld or delayed.
10.3.4. Patent Term Restoration and Extension. Upon the request of either Party, the Parties will (through the Patent Committee)
reasonably discuss patent term extension and supplemental protection certificate strategies in relation to Patent Rights Covering Candidates or
Products at any time. Notwithstanding the above, within the time period specified by applicable Law upon receiving Regulatory Approval for a
Product in any country in the Territory, [***]. [***]
10.3.5. Clarifications. For clarity, prosecution under this Section 10.3 includes opposition, revocation and post-grant review proceedings
before the granting patent office or other patent office proceedings (“Prosecution Proceeding”). If such Prosecution Proceedings are concurrent
with Third Party litigation under Section 10.4 and are applicable to or part of a coordinated enforcement of such rights, the prosecuting Party andthe enforcing Party shall work together and closely align their prosecution and enforcement strategy in accordance with Section 10.5 (including
the right for one Party to have final control as stipulated in Section 10.5).
10.3.6. Liability. To the extent that a Party is obtaining, prosecuting or maintaining a Patent Right or otherwise exercising its rights under
this Section 10.3, such Party, and its Affiliates, employees, agents or representatives, will not be liable to the other Party in respect of any act,omission, default or neglect on the part of any such Party, or its Affiliates, employees, agents or representatives, in connection with suchactivities undertaken in good faith.
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10.3.7. Recording. If either Party deems it necessary or useful to register or record this Agreement or evidence of this Agreement with any
patent office or other appropriate Governmental Authority(ies) in one or more jurisdictions, the other Party will reasonably cooperate to executeand deliver to such Party any documents accurately reflecting or evidencing this Agreement that are necessary or useful, in such Party’s
reasonable judgment, to complete such registration or recordation.
10.3.8. Joint Research Agreement. This Agreement shall be understood to be a joint research agreement under 35 U.S.C. § 103(c)(3) for
pre-AIA Patent Rights and 35 U.S.C. § 100(h) for post-AIA Patent Rights entered into for the purpose of researching, identifying and Developing
Candidates and Products.
10.4. Enforcement of Patent Rights.
10.4.1. Notification of Infringement and Decision about Enforcement Actions. Each Party will promptly notify the other (through the
Patent Committee) in the event of any actual, potential or suspected infringement of a patent under the BioNTech Patent Rights or Research andDevelopment Program Patent Rights by any Third Party. In the event of any such notification, the Parties will (through the Patent Committee)
discuss in good faith the relevant actual, potential and suspected infringement and the risks and chances of success as well as chances ofsettlement connected with the institution of any litigation or other step to remedy infringement (any such steps, or threat of or assertion or
enforcement of a Patent Right being an “Enforcement Action”) taking into account the possible uses of the relevant Patent Rights by each Party,
its respective Affiliates or its or their licensees and the revenues relating to or impacted by such Patent Rights, with the goal to agree on whether
or not any Enforcement Action should be taken and, if yes, to closely coordinate so far as reasonably possible their respective efforts andstrategies. The Parties acknowledge that time shall be of the essence in connection with any Enforcement Action and each shall move urgently
and expeditiously to discuss and seek agreement on any actual or proposed Enforcement Action.
10.4.2. Enforcement of BioNTech Patent Rights and Product Patent Rights. Subject to Section 10.4.1, and unless otherwise agreed
between the Parties on a case-by-case basis, as between Pfizer and BioNTech, BioNTech shall have the first right, but not the obligation, toinstitute any Enforcement Action in connection with the BioNTech Patent Rights [***] in the Field in the Territory (the “BioNTech Enforcement
Patent Rights”), and any such Enforcement Action will be at BioNTech’s expense including BioNTech indemnifying and holding harmless Pfizer
and its Affiliates from and against any adverse cost award, where Pfizer or its Affiliates consent to join any such Enforcement Action upon
BioNTech’s request, or where required by Law or where Pfizer or its Affiliates are enjoined by the counterparty. BioNTech shall not name as aparty Pfizer or its Affiliates in any Enforcement Action without Pfizer’s prior written consent. In any event, BioNTech will not, without the priorwritten consent of Pfizer, enter into any compromise or settlement relating to such litigation that (a) admits the invalidity or unenforceability of
any BioNTech Enforcement Patent Right or (b) requires BioNTech to abandon any BioNTech Enforcement Patent Right. Upon the request of
BioNTech, Pfizer shall have the sole discretion to decide whether or not to join as a party in any such Enforcement Action, and where it elects to
do so it shall, at BioNTech’s expense, join and cooperate with BioNTech in such Enforcement Action. Pfizer will have the right to consult with,and provide comments to, BioNTech about such Enforcement Action (irrespective of Pfizer or its Affiliate being a party to such Enforcement53

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Action), and to participate in and be represented by independent counsel in such Enforcement Action at Pfizer’s own expense, and BioNTech
shall take into account any reasonable comments provided by Pfizer in such Enforcement Action. Neither Party will incur any liability to theother Party (other than that related to a Party’s indemnification obligation pursuant to Section 15) as a consequence of any Enforcement Action
initiated or pursued pursuant to this Section 10.4 or any unfavorable decision resulting therefrom, including any decision holding any BioNTech
Enforcement Patent Rights invalid or unenforceable. Any infringement recoveries resulting from such litigation or steps relating to a claim of
Third Party infringement, after deducting BioNTech’s out of pocket expenses (including counsel fees and expenses including any adverse costaward) in pursuing such claim, will be treated as Gross Profits for the purposes of the Commercialization Agreement.
10.4.3. Pfizer’s Enforcement Rights. In respect of an infringement of any BioNTech Enforcement Patent Right in the Field in the Territory
in connection with a Competitive Product (“Competitive Product Infringement”), if, following (a) discussion of any potential Enforcement
Action pursuant to Section 10.4.1 and (b) a subsequent written request by Pfizer to initiate any Enforcement Action in connection with such
Competitive Product Infringement, BioNTech does not initiate any Enforcement Action in connection with such Competitive Product
Infringement within thirty (30) days following receipt of such notices, or as soon as possible and in any event no later than ten (10) Business
Days if preliminary injunction proceedings are a potential or likely recourse to remedy the infringement), or ten (10) days before the time limit, if
any, set forth in the applicable Laws for the filing of such actions, Pfizer shall have the right, but not the obligation, in place of BioNTech toinstitute any Enforcement Action in connection with such Competitive Product Infringement and any such Enforcement Action will be at Pfizer’s
expense and the provisions set forth in the first paragraph of this Section 10.4.2 shall apply mutatis mutandis. Pfizer’s rights with respect to an
Enforcement Action for BioNTech Enforcement Patent Rights other than Product Patent Rights shall be limited to (i) Major Market Countries;(ii) Enforcement Actions in countries in which a Competitive Product (or part thereof) reasonably believed to be designated for any Major
Market Country is Manufactured; and (iii) Enforcement Actions in Belgium, Ireland or the Netherlands that are in parallel with Enforcement
Actions in any of the Major EU Market Countries. [***]
10.4.4. BioNTech Enforcement outside the Field and/or outside the Territory. Subject to Section 10.4.1 and unless otherwise agreed
between the Parties on a case-by-case basis, as between Pfizer and BioNTech, BioNTech shall have the sole right, but not the obligation, toinstitute any Enforcement Action outside the Field and/or outside the Territory in connection with any BioNTech Enforcement Patent Rights),
and any such Enforcement Action will be at BioNTech’s expense including BioNTech indemnifying and holding harmless Pfizer and its
Affiliates from and against any adverse cost award, where Pfizer or its Affiliates consent to join any such Enforcement Action upon BioNTech’s
request, where required by Law or where Pfizer or its Affiliates are enjoined by the counterparty. BioNTech shall not name as a party Pfizer or its
Affiliates in any Enforcement Action without Pfizer’s prior written consent. In any event, BioNTech will not, without the prior written consent of
Pfizer, enter into any compromise or settlement relating to such Enforcement Action that (i) admits the invalidity or unenforceability of any
BioNTech Enforcement Patent Rights or (ii) requires BioNTech to abandon any BioNTech Enforcement Patent Rights. Upon the request of
BioNTech, Pfizer shall have the sole discretion to decide whether or not to join as a party in any such Enforcement Action, and where it elects to
do so it shall, at BioNTech’s expense, join and cooperate with BioNTech in such Enforcement Action.
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Pfizer will have the right to consult with, and provide comments to, BioNTech about such Enforcement Action (irrespective of Pfizer or its
Affiliate being a party to such Enforcement Action), and to participate in and be represented by independent counsel in such Enforcement Action
at Pfizer’s own expense, and BioNTech shall take into account any reasonable comments provided by Pfizer in such Enforcement Action. Neither
Party will incur any liability to the other Party (other than that related to a Party’s indemnification obligation pursuant to Section 15 or otherwise
in this sub-section) as a consequence of any Enforcement Action initiated or pursued pursuant to this Section 10.4.3 or any unfavorable decision
resulting therefrom, including any decision holding any BioNTech Enforcement Patent Rights invalid or unenforceable.
10.4.5. Pfizer Patent Rights. Pfizer shall have the sole right, but not the obligation, to institute litigation or take other steps to remedy
infringement in connection with any field in respect of any Patent Rights that it solely owns including any Pfizer Patent Right. In the event thatany such Patent Rights are based on inventions made or created solely or jointly by BioNTech, its Affiliates or its Representatives acting on
BioNTech’s behalf, BioNTech shall provide reasonable assistance to Pfizer at Pfizer’s expense in connection with such litigation.
10.4.6. Biosimilar Notices.
10.4.6.1.

BioNTech Cooperation. Upon Pfizer’s request, BioNTech and Pfizer will use Commercially Reasonable Efforts toassist and cooperate with each other in (A) establishing a strategy for responding to requests for information from
Regulatory Authorities and Third Party requestors and (B) preparing submissions responsive to any Biosimilar
Notices received by Pfizer or BioNTech; provided that BioNTech will make the final decisions with respect to suchstrategy and any such responses.

10.4.6.2.

Compliance with Biosimilar Notices. The MA Holder will have the sole right in its discretion to comply with theapplicable provisions of 42 U.S.C. § 262(l) (or any amendment or successor statute thereto), any similar statutory or
regulatory requirement enacted in the future regarding biologic products in the United States, or any similar statutory
or regulatory requirement in any non-U.S. country or other regulatory jurisdiction, in each case, with respect to any
Biosimilar Notice received from any Third Party regarding any Product that is being Commercialized in the Field in
the Territory in the applicable jurisdiction, and the exchange of information between any Third Party and such MA
Holder pursuant to such requirements; provided that, prior to any submission of information by MA Holder to a Third
Party, the other Party will have the right to review the patent information included in such proposed submission, andto make suggestions as to any changes to such patent information that Pfizer reasonably believes to be necessary;
provided further that MA Holder will determine the final content of any such submission. In the case of a Productapproved in the United States under the PHS Act (or, in the case of a country in the Territory other than the UnitedStates, any similar Law), to the extent permitted by applicable Law, the MA Holder, as the sponsor of the application
for the Product, will be the “reference product sponsor” under the PHS Act. The MA Holder will give written notice tothe other Party of receipt of a Biosimilar Notice received by MA Holder with respect to a Product, and MA Holder willconsult with the other Party
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with respect to the selection of any Patent Rights to be submitted pursuant to 42 U.S.C. § 262(l) (or any similar law inany country of the Territory outside the United States); provided that the MA Holder will have final say on suchselection of Patent Rights. Such other Party agrees to be bound and will cause its Affiliates and use Commercially
Reasonable Efforts to cause all Third Party Licensors to be bound by the confidentiality provisions of 42 U.S.C. §262(l)(1)(B)(iii). In connection with any action brought by such other Party under this Section 10.4.6, such otherParty, upon the MA Holder’s request, will reasonably cooperate and will cause its Affiliates and use Commercially
Reasonable Efforts to cause all Third Party Licensors to reasonably cooperate with MA Holder in any such action,
including timely commencing or joining in any action brought by MA Holder under this Section 10.4.6.
10.4.7. Unified Patent Court. In respect of BioNTech Enforcement Patent Rights, for each and every such Patent Right having effectanywhere within any member state that was or is, from time to time, a signatory to the UPC Agreement, BioNTech shall have the sole discretion
to decide whether to (a) opt in or opt out (and to opt in again), pursuant to Article 83 of the UPC Agreement, of the Unified Patent Court system;and (b) elect if such Patent Rights should, during their prosecution, be designated as a Unitary Patent or a European Patent. The other Party shallpromptly do all things necessary and execute all documents and make all necessary elections required to give effect to such decision(s) orelection(s).
10.4.8. Settlement Cross-Licensing. If pursuant to a bona fide settlement of any Enforcement Action or Infringement Claim controlled by
Pfizer, Pfizer, with BioNTech’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed, grants to a Third Party(that was a party to the Enforcement Action or Infringement Claim) any sublicense to any of the Patent Rights licensed to Pfizer under thisAgreement in respect of that Third Party’s Competitive Product, then Pfizer shall pay to BioNTech (a) at a minimum, if such sublicense includes
any of the rights granted to Pfizer under a Current License or future BioNTech Third Party Agreement (subject to Sections 3), all royalties due by
BioNTech to the relevant Third Party for such sublicense under any Current License and Future BioNTech Third Party Agreement in respect oflicensed sales of such Third Party Competitive Product and (b) all other royalties received by Pfizer shall be deemed Gross Profits. For the
avoidance of doubt, should the Third Party as part of the same agreement grant any cross-license to Pfizer (sublicensable to BioNTech for the
purposes of this Agreement) for any Candidates or Products, such cross-license shall not be deemed “non-cash” consideration for the purpose of
the Net Sales definition.
10.5. Other Actions by Third Parties. Separate from Prosecution Proceedings, each Party will promptly notify the other Party in the event of any
legal action by any Third Party involving any BioNTech Enforcement Patent Rights of which it becomes aware, including any nullity, revocation,
declaratory judgment, interference, inter partes reexamination, reexamination or compulsory license proceeding. The right to defend against any suchaction shall be with the Party controlling the filing, prosecution and maintenance of the affected Patent Right (as determined in accordance with
Section 10.3.1), and the provisions of Section 10.3.1 shall apply mutatis mutandis in respect of such defense. If any such action has been instituted by
any Third Party in response to, or in connection with, any Enforcement Action pursuant to Section 10.4, or any Enforcement Action is to be pursued asa consequence of such action being instituted by any Third Party, the Party controlling the Enforcement Action and the Party controlling the defense
shall work together and closely align their enforcement and defense strategy, which may include the (joint) appointment of the same patent counsel for
all concurrent Third Party litigation and patent office proceedings taking into account the impact on enforcement and potential for revenues relating tosuch56

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Patent Rights, and in the absence of agreement, the enforcing Party shall have the final say over the Prosecution Proceedings in so far as theProsecution Proceeding will adversely impact the ongoing enforcement of such right, subject to having given good faith consideration to thecomments and suggestions of the prosecuting Party. Further details of such joint proceeding may be agreed between the Parties from time to time.
10.6. Purple Book Listings. To the extent of any BioNTech Enforcement Patent Rights, the Parties shall cooperate with each other to enable
BioNTech to make filings with Regulatory Authorities, as required or allowed in connection with (a) in the United States, the FDA’s Purple Book andthe Biologics Price Competition and Innovation Act and (b) outside the United States, under the national implementations of Article 10.1(a)(iii) of
Directive 2001/EC/83 or other international equivalents thereof within the Territory. Pfizer shall consider BioNTech’s reasonable requests inconnection therewith, including meeting any submission deadlines, in each case, to the extent required or permitted by applicable Law.
10.7. Allegations of Infringement and Right to Seek Third Party Licenses.
10.7.1. Notice. If either Party becomes aware that the Development, Manufacture, Commercialization or use of any Candidate or Product,
the practice of any BioNTech Technology or Research and Development Program Technology in the Field, or the exercise of any other right
granted by BioNTech to Pfizer or any of its Affiliates or Sublicensees hereunder (collectively, the “Licensed Activities”) is alleged by a Third
Party to infringe, misappropriate or otherwise violate such Third Party’s Patent Rights or other Intellectual Property Rights or either Party
otherwise identifies any Third Party Patent Rights or other Intellectual Property Rights that may be relevant to such Licensed Activities(collectively, an “FTO Action”), such Party will, as soon as reasonably practicable, notify the other Party in writing and the Parties will discuss
the FTO Action in good faith to determine and agree upon a resolution of the same.
10.7.2. Option to Negotiate. If the Parties determine that to resolve the FTO Action it is necessary or useful to obtain a license under one ormore Patent Rights or other Intellectual Property Rights Controlled by a Third Party, then [***]; will negotiate and enter into a license or otheragreement with such Third Party in close coordination with the other Party. If the Parties do not agree that a license from a Third Party isnecessary or useful to resolve the FTO Action, the Party who considers a license is necessary or useful to resolve the FTO Action shall be entitledto negotiate and enter into a license or other agreement with such Third Party, but shall do so keeping the other Party reasonably informed. [***][***].
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10.8. Third Party Infringement Suits. Each of the Parties will promptly notify the other in the event that any Third Party files any suit or brings
any other action alleging patent infringement by Pfizer or BioNTech or any of their respective Affiliates or Sublicensees with respect to theDevelopment, Manufacture, Commercialization or use of any Candidate or Product or the practice of any BioNTech Technology or Research andDevelopment Program Technology (any such suit or other action referred to herein as an “Infringement Claim”). In the case of any Infringement Claimagainst Pfizer (including its Affiliates or Sublicensees) alone, or against both Pfizer and BioNTech (including their respective Affiliates), Pfizer will
have the right, but not the obligation, to control the defense of such Infringement Claim, including control over any related litigation, settlement,
appeal or other disposition arising in connection therewith. BioNTech, upon request of Pfizer, agrees to cooperate with Pfizer at Pfizer’s expense.
BioNTech will have the right to consult with Pfizer concerning any Infringement Claim and to participate in and be represented by independent
counsel in any associated litigation in which BioNTech is a party at BioNTech’s own expense. If Pfizer elects to control the defense of any Infringement
Claim and BioNTech is obligated under Section 15.3 to indemnify Pfizer (including any Pfizer Indemnified Party) with respect to such Infringement
Claim, then (a) Pfizer will bear 100% of its own attorneys’ fees incurred in investigating, preparing or defending such Infringement Claim
notwithstanding the provisions of Section 15.3 and (b) BioNTech will otherwise indemnify Pfizer and any applicable Pfizer Indemnified Parties to thefull extent provided for under Section 15.3, provided that Pfizer shall not enter into any compromise or settlement with the Third Party in respect ofsuch Infringement Claim without BioNTech’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) where suchcompromise or settlement requires the payment of monetary penalty or damages that are indemnified by BioNTech under this Agreement. In the case of
any Infringement Claim against BioNTech alone, Pfizer will have the right to consult with BioNTech concerning such Infringement Claim and Pfizer,
upon request of BioNTech, will reasonably cooperate with BioNTech at BioNTech’s expense. Neither Party will enter into any compromise or
settlement in respect of an Infringement Claim admitting or implying that the Development, Manufacture, Commercialization or use of any Candidate
or Product or the practice of any BioNTech Technology or Research and Development Program Technology infringes Third Party patents without theother Party’s written consent.
11.

CONFIDENTIALITY

11.1. Confidentiality. Except to the extent expressly authorized by this Agreement, the Parties agree that, during the Term and for [***] years
thereafter (except to the extent a longer period is required by a Current License applicable for such Confidential Information disclosed pursuant to that
Current License), each Party (the “Receiving Party”) receiving any Confidential Information of the other Party (the “Disclosing Party”) hereunder will:(a) keep the Disclosing Party’s Confidential Information confidential; (b) not disclose, or permit the disclosure of, the Disclosing Party’s Confidential
Information; and (c) not use, or permit to be used, the Disclosing Party’s Confidential Information for any purpose other than as expressly permitted
under the terms of this Agreement (including under any license or right of use granted hereunder).
11.2. Authorized Disclosure.
11.2.1. Disclosure to Party Representatives. Notwithstanding the foregoing provisions of Section 11.1, the Receiving Party may disclose
Confidential Information belonging to the Disclosing Party to the Receiving Party’s Representatives who (a) have a need to know such
Confidential Information in connection with the performance of the Receiving Party’s obligations or the exercise of the Receiving Party’s rights
under this Agreement and (b) have agreed in writing to non-disclosure and non-use provisions with respect to such Confidential Information thatare at least as restrictive as those set forth in this Section 10.1.
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11.2.2. Disclosure to Third Parties. Notwithstanding the foregoing provisions of Section 11.1, each Party may disclose Confidential
Information belonging to the other Party to the extent such disclosure is reasonably necessary:
11.2.2.1. to Governmental Authorities to the extent useful, to (a) obtain or maintain Regulatory Approvals for any Candidate or
Product within the Territory; or (b) obtain or maintain Regulatory Approvals for a product comprising a Candidate in the
Field outside of the Territory; and (c) in order to respond to inquiries, requests or investigations (i) relating to Candidates
or Products or this Agreement within the Territory; or (ii) relating to any product comprising a Candidate in the Field
outside of the Territory; provided, however, that BioNTech may not disclose any Pfizer Confidential Information to
Fosun or its Affiliates without the prior written consent of Pfizer, other than to the extent necessary for Fosun or its
Affiliates (or such other collaboration partner in or for China) to undertake fill/finish of a product identical to any
Product in China or to comply with information requirements of the China National Medical Products Administration
relating to such product required under applicable Law, in each case so far as such use is licensed under Sections 3.4.2(b)or 3.4.4(b);11.2.2.2. to outside consultants (including any professional advisor), potential acquisition partners (including any potential
successors in interest), private investors or financing sources, contractors, advisory boards, managed care organizations,and non-clinical and clinical investigators, in each case to the extent useful to develop, register or market any Candidate
or Product within the Territory; provided that the Receiving Party will obtain the same confidentiality obligations fromsuch Third Parties as it obtains with respect to its own similar types of confidential information;
11.2.2.3. in connection with filing or prosecuting Research and Development Program Patent Rights, Product Patent Rights orTrademark rights as permitted by this Agreement;
11.2.2.4. in connection with any prosecution or litigation actions or defenses undertaken pursuant to Section 10 or any otherlitigation directly related to a Candidate or Product in the Field in the Territory;
11.2.2.5. subject to the provisions of Section 11.5.2, in connection with or included in scientific presentations and publications
relating to Candidates or Products, including abstracts, posters, journal articles and the like, and posting results of andother information about clinical trials to clinicaltrials.gov or PhRMA websites;
11.2.2.6. by either Party in respect of Confidential Information belonging to the other Party (including the terms of the Agreement)
to any bona fide or potential subcontractor under this Agreement in connection with the Development of the Candidate
or Product in the Territory, in each case who has agreed in writing to non-disclosure and non-use provisions with respect
to such Confidential Information that are at least as restrictive as those set forth in this Section 10.1; and59

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11.2.2.7. to the extent necessary or useful in order to enforce its rights under this Agreement.
Notwithstanding anything herein to the contrary, each Party acknowledges and agrees that the use by a Party of the other Party’s
Confidential Information disclosed under the Flu Collaboration License in the performance of this Agreement is not a breach of theconfidentiality obligations under this Agreement or the Flu Collaboration License, and vice versa. If a Party deems it reasonably necessary todisclose Confidential Information belonging to the other Party pursuant to clause (a) or any of clauses (c) through (e) of this Section 11.2.2, thenthe Disclosing Party will to the extent possible give reasonable advance written notice of such disclosure to the other Party and take suchmeasures to ensure confidential treatment of such information as is reasonably required by the other Party, at the other Party’s expense.
11.3. SEC Filings and Other Disclosures. Either Party may disclose the terms of this Agreement and make any other public written disclosure
regarding the existence of, or performance under, this Agreement, to the extent required, in the reasonable opinion of such Party’s legal counsel, tocomply with (a) applicable Law, including the rules and regulations promulgated by the United States Securities and Exchange Commission or (b) any
equivalent Governmental Authority, securities exchange or securities regulator in any country. Before disclosing this Agreement or any of the terms
hereof pursuant to this Section 11.3, the Parties will consult with one another on the terms of this Agreement to be redacted in making any suchdisclosure, with the Party disclosing pursuant to this Section 11.3 providing as much advance notice as is feasible under the circumstances, and giving
consideration to the comments of the other Party. Further, if a Party discloses this Agreement or any of the terms hereof in accordance with thisSection 11.3, such Party will, at its own expense, seek such confidential treatment of confidential portions of this Agreement and such other terms, as
may be reasonably requested by the other Party and limit its disclosure of such Confidential Information to only that required to comply withapplicable Law.
11.4. Residual Knowledge Exception. Notwithstanding any provision of this Agreement to the contrary, Residual Knowledge will not be
considered Confidential Information for purposes of this Section 10.1; provided that, for clarity, a Party’s rights to Residual Knowledge hereunder shallnot include the right to practice any Patent Right owned or Controlled by the other Party that claims such Residual Knowledge unless otherwise
expressly granted in another provision of this Agreement or in another agreement between the Parties.
11.5. Public Announcements; Publications.
11.5.1. Announcements. Except as may be expressly permitted under Section 11.3, neither Party will make any public announcement
regarding this Agreement without the prior written approval of the other Party. The Parties agree that the Parties will issue a mutually agreed
upon joint press release regarding the signing of this Agreement following the Signing Date.
11.5.2. Publications. During the Term, each Party will submit to the other Party for review and approval (such approval not to be
unreasonably withheld, delayed or conditioned) any proposed publication or public presentation proposed by a Party or its Affiliates or any of
their respective Representatives that relates to the activities conducted under this Agreement, including the Research and Development Plan ;provided that notwithstanding the requirement for approval (a) neither Party shall be prevented from submitting any publication or making apresentation in respect of a Clinical Trial for which the Party is either the IND holder or the Lead Development Party to60

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the extent such publication or presentation is required under applicable Law or such Party’s internal publication policies, but such publishing
Party shall not disclose the other Party’s confidential information in respect of its technology and Intellectual Property Rights, and shall take on
board and reasonably consider any reasonable requests of the other Party with respect to such proposed publication or presentation; (b) the Party
whose approval is sought shall not unreasonably withhold or condition such approval; and (c) nothing shall prohibit a Party from making any
press release or statement where required pursuant to applicable Law or stock exchange rule, subject to such publishing Party shall take on board
and reasonably consider any reasonable requests of the other Party with respect to such proposed publication or presentation. Each Party’s review
and approval will be conducted only for the purposes of identifying if confidential information should be modified or deleted so as to preserve
the value of the technology owned by such Party or its Affiliates and the rights granted to each Party hereunder. Written copies of such proposed
publication or presentation required to be submitted hereunder will be submitted as soon as practically possible before submission for
publication or presentation (the “Review Period”). The reviewing Party will provide its comments with respect to such publications andpresentations within 7 Business Days of its receipt of such written copy. The Review Period may be extended for an additional 10 Business Daysin the event a Party can, within 7 Business Days of receipt of the written copy, demonstrate reasonable need for such extension including for the
preparation and filing of patent applications. Each Party will comply with standard academic practice regarding authorship of scientificpublications and recognition of contribution of other parties in any publication governed by this Section 11.5.2, including International
Committee of Medical Journal Editors standards regarding authorship and contributions.
11.6. Non-Disclosure in China. For the avoidance of doubt, nothing in this Agreement authorizes or permits BioNTech to disclose to Fosun, its
Affiliates or any other collaboration partner in or for China any Pfizer Confidential Information without the prior written consent of Pfizer other than tothe extent necessary for Fosun or its Affiliates (or such other collaboration partner in or for China) to undertake fill/finish of a product identical to any
Product in China or to comply with information obligations required by the China National Medical Products Administration relating to such productin accordance with applicable Law, in each case so far as such use is licensed under Sections 3.4.2(b) or 3.4.4(b).
11.7. Obligations in Connection with Change of Control. If a Party is subject to a Change of Control or if a Party or any of its Affiliates acquires
or merges with a Third Party during the Term (“Change of Control Party”), such Change of Control Party will, and it will cause its Representatives to,ensure that no Confidential Information of the other Party is released to (a) any Affiliate of the Change of Control Party that becomes an Affiliate of the
Change of Control Party as a result of the Change of Control or (b) any other Representatives of the Change of Control Party (or of the relevant
surviving entity of such Change of Control) who become Representatives of the Change of Control Party as a result of the Change of Control, unlesssuch Affiliate or other Representatives, as applicable, have signed individual confidentiality agreements which include equivalent obligations to thoseset out in this Section 11. Upon occurrence of a Change of Control, the Change of Control Party will promptly notify the other Party, share with theother Party the policies, procedures and technical and organizational measures it plans to implement in order to protect the confidentiality of the otherParty’s Confidential Information prior to such implementation and make any adjustments to such policies and procedures that are reasonably requestedby the other Party.
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REPRESENTATIONS AND WARRANTIES
12.1. Mutual Representations and Warranties. Each of BioNTech and Pfizer hereby represents and warrants to the other Party that:
12.1.1. it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization;
12.1.2. the execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite action under theprovisions of its charter, bylaws and other organizational documents, and does not require any action or approval by any of its shareholders orother holders of its voting securities or voting interests;
12.1.3. it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder;
12.1.4. this Agreement has been duly executed and is a legal, valid and binding obligation on each Party, enforceable against such Party inaccordance with its terms; and12.1.5. the execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof
does not and will not conflict with or result in a breach of or default under any Binding Obligation existing as of the Effective Date.

12.2. Mutual Covenants. In addition to the covenants made by the Parties elsewhere in this Agreement, each of BioNTech and Pfizer hereby
covenants to the other Party that, from the Effective Date until expiration or termination of this Agreement it will perform its obligations under thisAgreement in compliance with applicable Laws.
12.3. Representations and Warranties of BioNTech. BioNTech hereby represents and warrants to Pfizer that, unless otherwise disclosed in
Schedule 12.3 (or otherwise as accepted to have been disclosed between BioNTech’s external counsel and Pfizer’s external counsel other than inwriting), and provided that those provisions of the Current Licenses set forth in Schedule 1.36 shall be deemed disclosed against the representations
and warranties given by BioNTech at sections 12.3.1, 12.3.2, 12.3.4, 12.3.10 and 12.3.11 of this Agreement and provided further that all disclosures
made under the Flu Collaboration License shall be deemed disclosed also under this Agreement:
12.3.1. as of the Signing Date, except with respect to BioNTech Technology Controlled by BioNTech pursuant to a Current License,
BioNTech or its Affiliates are the sole and exclusive owner of the BioNTech Technology, and all BioNTech Technology is free and clear of any
claims, liens, charges or encumbrances;
12.3.2. as of the Signing Date, BioNTech has, and to its knowledge will have, the full right, power and authority to (a) grant all of the right,
title and interest in the licenses and other rights granted or to be granted to Pfizer, Pfizer’s Affiliates or Pfizer’s Sublicensees under this Agreementand (b) perform its obligations under this Agreement;
12.3.3. Schedule 1.17 sets forth a true and complete list of all Candidates relevant to the Field discovered, developed or Controlled by
BioNTech or its Affiliates on or prior to the Signing Date;
12.3.4. as of the Signing Date, (a) Schedule 12.3.4 sets forth a true and complete list of all Patent Rights (i) owned or otherwise Controlled
by BioNTech or its Affiliates or (ii) to which BioNTech or its Affiliates have been granted or otherwise transferred any right to practice under, ineach case of (i) and (ii), that relate to the Candidates, the Products, the BioNTech Technology, or the Parties’ activities in the Research andDevelopment Program, (b) each such Patent Right is in full force and effect and, so far as BioNTech is aware, valid and enforceable, (c) BioNTechor62

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its Affiliates have timely paid, or caused the appropriate Third Parties to pay, all filing and renewal fees payable with respect to such Patent
Rights; (d) BioNTech Controls all Patent Rights listed in Schedule 12.3.4; and (e) other than those licensed hereunder, there are no other Patent
Rights owned or Controlled by BioNTech that Candidates or Products would infringe;
12.3.5. as of the Signing Date, BioNTech is not aware of any material adverse event, or medical or scientific concern or doubt regarding thesafety, contraindications or effectiveness of the use of the BioNTech Technology or the Candidates that have not previously been disclosed inwriting to Pfizer;
12.3.6. to BioNTech’s knowledge as of the Signing Date, (a) no Third Party (i) is infringing any BioNTech Patent Right or (ii) has
challenged or threatened in writing to challenge the ownership, scope, validity or enforceability of, or BioNTech’s or any Current Licensor’s
rights in or to, any BioNTech Patent Right (including, by way of example, through the institution or written threat of institution of interference,nullity or similar invalidity proceedings before the United States Patent and Trademark Office or any analogous foreign Governmental
Authority);
12.3.7. as of the Signing Date, BioNTech has independently developed all BioNTech Know-How and BioNTech Materials or otherwise has
a valid right to use, and to permit Pfizer, Pfizer’s Affiliates and Pfizer’s Sublicensees to use, the BioNTech Know-How and BioNTech Materials for
all permitted purposes under this Agreement;
12.3.8. except with respect to BioNTech Technology Controlled by BioNTech pursuant to a Current License, BioNTech or its Affiliates
have obtained from all inventors of BioNTech Technology existing as of the Signing Date, valid and enforceable agreements assigning to
BioNTech or its Affiliates each such inventor’s entire right, title and interest in and to all such BioNTech Technology (except to the extent
applicable Law provides that all right, title and interest in and to such BioNTech Technology automatically vests in BioNTech or its Affiliates by
operation of law);
12.3.9. in respect of BioNTech Technology solely or jointly owned by BioNTech existing as of the Signing Date, neither BioNTech nor its
Affiliates are subject to any funding agreement with any government or Governmental Authority;
12.3.10. as of the Effective Date (a) there are no BioNTech Third Party Agreements other than the Current Licenses set forth in Schedule
1.36, (b) true and complete copies of each Current License (other than the Fosun Agreement) have been provided to Pfizer, (c) except as provided
in the Current Licenses, no Third Party has any right, title or interest in or to, or any license under, any BioNTech Technology in the Field, (d) norights granted by or to BioNTech or its Affiliates under any Current License conflict with any right or license granted to Pfizer or its Affiliates
hereunder and (e) BioNTech and its Affiliates are in compliance in all material respects with all Current Licenses;
12.3.11. as of the Signing Date, to BioNTech’s knowledge, the use by BioNTech or Pfizer (or their respective Affiliates or Sublicensees) of
the BioNTech Technology in accordance with this Agreement, and the Development, Manufacture or Commercialization of those Candidates
listed in Schedule 1.17 or Products incorporating such Candidates in accordance with this Agreement (a) does not and will not infringe any
Patent Right of any Third Party or (b) will not infringe the claims of any published Third Party pending Patent Right when and if such claims
issue;
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12.3.12. as of the Effective Date, there is no (a) written claim, demand, suit, proceeding, arbitration, inquiry, investigation or other legal
action of any nature, civil, criminal, regulatory or otherwise, pending or, to BioNTech’s knowledge, made or threatened (irrespective of whether
or not in writing) against BioNTech or any of its Affiliates or (b) judgment or settlement against or owed by BioNTech or any of its Affiliates, ineach case in connection with the BioNTech Technology, the Current Licenses, any Candidate or Product or relating to the transactions
contemplated by this Agreement;
12.3.13. as of the Signing Date, BioNTech and its Affiliates (a) have claimed and remunerated all employee inventions of their respective
employees comprised within the GEIA Technology in accordance with the provisions of the GEIA; and (b) are entitled to unrestrictedly claim all
rights to employee inventions of their employees comprised within the GEIA Technology;
12.3.14. as of the Signing Date, BioNTech has obtained all necessary assignment documents for the BioNTech Technology inventions in its
files and maintains written track records of the proper claiming of any inventions made by employees of BioNTech, its Affiliates or Third Parties
included in BioNTech Technology or Research and Development Program Technology by the employer and/or the proper assignment of theinventors of their rights in the invention, including the right to claim priority to said invention, to the employer;
12.3.15. as of the Signing Date, BioNTech has no knowledge of (a) any inequitable conduct or fraud on any patent office with respect toany of the BioNTech Patent Rights or (b) any Person (other than Persons identified in the applicable patent applications or patents, as inventors
of inventions disclosed in the BioNTech Patent Rights) who claims to be an inventor of an invention disclosed in the BioNTech Patent Rights;
12.3.16. as of the Signing Date, BioNTech and its Affiliates are not, and to BioNTech’s knowledge, no Current Licensor or Representativeof BioNTech (in each case, as applicable) is, debarred by any Regulatory Authority or the subject of debarment proceedings by any Regulatory
Authority and, in the course of the discovery or pre-clinical development of any Candidate or Product, BioNTech and its Affiliates have not and,to the knowledge of BioNTech, no Current Licensor or Representative of BioNTech (in each case, as applicable) have used any employee or
consultant that is debarred by any Regulatory Authority or, to the knowledge of BioNTech, is the subject of debarment proceedings by any
Regulatory Authority;
12.3.17. BioNTech, its Affiliates, and to BioNTech’s knowledge, all third parties and Representatives acting on BioNTech’s behalf, have
and will comply in all material respects with all applicable Law and accepted pharmaceutical industry business practices in connection with thisAgreement, including, to the extent applicable, the FD&C Act (21 U.S.C. § 301, et seq.), the Anti-Kickback Statute (42 U.S.C. § 1320a-7b), Civil
Monetary Penalty Statute (42 U.S.C. § 1320a-7a), the False Claims Act (31 U.S.C. § 3729 et seq.), comparable state statutes, the regulations
promulgated under all such statutes, and the regulations issued by the FDA, consistent with the ‘Compliance Program Guidance for
Pharmaceutical Manufacturers’ published by the Office of Inspector General, U.S. Department of Health and Human Services;
12.3.18. with respect to any Candidates, Products, or payments or services provided under this Agreement, BioNTech, its Affiliates, and toits knowledge all third parties and Representatives acting on BioNTech’s behalf, have not taken and will not during the Term take any action
directly or indirectly to offer, promise or pay, or authorize the offer or payment of, any money or anything of value in order to improperly or
corruptly seek to influence any Government Official or any other person in order to gain an improper advantage, and has not accepted, and will
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12.3.19. BioNTech, its Affiliates, and to its knowledge all third parties and Representatives acting on BioNTech’s behalf, have and willcontinue to comply with the laws and regulations of the countries where it operates, including Anti-Corruption Laws, accounting and record
keeping laws, and laws relating to interactions with HCPs, Governments and Government Officials;
12.3.20. BioNTech has implemented policies and procedures, including but not limited to anti-corruption policies and procedures,commensurate with its current risk profile, and shall review said policies from time to time setting out rules governing interactions with HCPs
and Government Officials, engagement of Third Parties, including, where appropriate, due diligence (“Policies”), and its Policies will mandate arobust set of internal controls, including accounting controls, designed to ensure the making and keeping of fair and accurate books, records andaccounts, on its operations around the world and apply worldwide to all its employees, subsidiaries, and Third Parties acting on its behalf toprovide reasonable assurance that BioNTech, its subsidiaries and such Third Parties will comply with Laws, including but not limited to AntiCorruption Laws to the extent required by such Laws. BioNTech will reasonably monitor its operations and the operations of its Affiliates withthe purpose of ensuring its Policies are effective at the reasonable assurance level and make necessary changes from time to time, in particular as
its business activities expand;12.3.21. the Impf Group does not own or Control any Intellectual Property Rights used by BioNTech or that BioNTech may reasonably
require or be useful to exploitation of any of the RNA Technology.
12.4. Accuracy of Representations and Warranties.
12.4.1. BioNTech will take no action which would render any representation or warranty made by BioNTech and contained in Section 12.1
or Section 12.2 inaccurate or untrue; provided that such covenant shall not apply to representations and warranties expressly given as of theEffective Date;
12.4.2. BioNTech will promptly notify Pfizer of any lawsuits, claims, administrative actions, regulatory inquiries or investigations, or otherproceedings asserted or commenced against BioNTech or its Representatives involving in any material way the ability of BioNTech to deliver
the rights, licenses and sublicenses granted herein; and12.4.3. BioNTech will promptly notify Pfizer in writing of any facts or circumstances which come to its attention and which cause, or
through the passage of time may cause, any of the representations and warranties contained in Section 12.1, Section 12.2, Section 16.10 orotherwise in this Agreement to be untrue or misleading in any material respect at any time during the Term; and in addition to the foregoing, withregard to any of the representations under Section 16.10, BioNTech will suspend all affected activities (including making any related payments)
under this Agreement, unless and until Pfizer determines that such activities may be resumed; provided that such covenant shall not apply torepresentations and warranties expressly given as of the Effective Date.
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12.5. BioNTech Covenants. In addition to the covenants made by BioNTech elsewhere in this Agreement, BioNTech hereby covenants to Pfizer
that, from the Effective Date until expiration or termination of this Agreement:
12.5.1. BioNTech will not, and will cause its Affiliates not to (a) license, sell or assign (other than in a connection with a permitted
assignment of this Agreement by BioNTech pursuant to Section 16.1) or otherwise transfer to any Person (other than Pfizer or its Affiliates or
Sublicensees pursuant to the terms of this Agreement) any BioNTech Technology or Research and Development Program Technology (or agree todo any of the foregoing) or (b) incur or permit to exist, with respect to any BioNTech Technology or Research and Development Program
Technology, any lien, encumbrance, charge, security interest, mortgage, liability, assignment, grant of license or other Binding Obligation, ineach case of (a) and (b) that is inconsistent with the licenses and other rights granted (or that may be granted) to Pfizer or its Affiliates under thisAgreement;
12.5.2. Except as explicitly permitted under this Agreement, BioNTech will not (a) take, or omit to take, any action that diminishes therights under the BioNTech Technology or Research and Development Program Technology granted (or that may be granted) to Pfizer or Pfizer’s
Affiliates under this Agreement or (b) take, or omit to take, any action that is reasonably necessary to avoid diminishing the rights under the
BioNTech Technology or Research and Development Program Technology granted (or that may be granted) to Pfizer or Pfizer’s Affiliates under
this Agreement (for the avoidance of doubt, BioNTech shall not be in breach of the covenants set forth in this Section 12.5.2 due to any
reasonable act or position taken in connection with the filing, prosecution, maintenance, defense or enforcement of BioNTech Technology or
Research and Development Program Technology as permitted in Section 10);12.5.3. BioNTech will (a) not enter into any BioNTech Third Party Agreement that adversely affects (i) the rights granted (or that may be
granted) to Pfizer, Pfizer’s Affiliates or Sublicensees hereunder or (ii) BioNTech’s ability to fully perform its obligations hereunder; (b) not amendor otherwise modify any BioNTech Third Party Agreement (including any Current License) or consent or waive rights with respect thereto in any
manner that (A) adversely affects the rights granted (or that may be granted) to Pfizer or Pfizer’s Affiliates or Sublicensees hereunder or(B) BioNTech’s ability to fully perform its obligations hereunder; (c) promptly furnish Pfizer with true and complete copies of all (1) amendments
to the Current Licenses and (2) BioNTech Third Party Agreements and related amendments executed following the Effective Date (in each casewith redactions only in respect of sensitive information which is not relevant for the purposes of this Agreement); (d) remain, and cause its
Affiliates to remain, in compliance in all material respects with all BioNTech Third Party Agreements; and (e) furnish Pfizer with copies of all
notices received by BioNTech or its Representatives relating to any alleged breach or default by BioNTech or its Representatives under any
BioNTech Third Party Agreement within ten (10) Business Days after receipt thereof (in each case with redactions only in respect of sensitive
information which is not relevant for the purposes of this Agreement); and12.5.4. BioNTech will not enter into or otherwise allow itself or its Representatives to be subject to any agreement or arrangement, otherthan the Current Licenses, which limits the ownership or licensed rights of Pfizer or its Affiliates with respect to, or limits the ability of Pfizer or
its Affiliates to grant a license, sublicense or access, or provide or provide access or other rights in, to or under, any Intellectual Property Right ormaterial (including any Patent Right, Know-How or other data or information), in each case, that would, but for such agreement or arrangement,
be included in the rights licensed or assigned (or that may be licensed or assigned) to Pfizer or its Affiliates pursuant to this Agreement66

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12.5.5. BioNTech and its Affiliates will maintain or obtain valid and enforceable agreements with or from all inventors of BioNTech
Technology or Research and Development Program Technology who are employed by or otherwise acting on behalf of BioNTech or its Affiliates
assigning to BioNTech or its Affiliates each such inventor’s entire right, title and interest in and to all such BioNTech Technology or Researchand Development Program Technology (except to the extent applicable Law provides that all right, title and interest in and to such BioNTech
Technology or Research and Development Program Technology automatically vests in BioNTech or its Affiliates by operation of law).
12.5.6. BioNTech will unrestrictedly claim and remunerate (and procure that its Affiliates will unrestrictedly claim and remunerate) all
employee inventions of their respective employees comprised within the GEIA Technology in accordance with the provisions of the GEIA.
12.5.7. In respect of GEIA Technology created after the Effective Date to which Pfizer shall obtain a license hereunder, BioNTech will use
Commercially Reasonable Efforts (and will procure that its Affiliates use Commercially Reasonable Efforts) to conclude agreements with
BioNTech employee inventors regarding the respective inventions by which the respective inventors: (a) waive the employer’s obligation torelease the employee invention and to enable the employee inventor upon request to apply for foreign Intellectual Property Rights for suchforeign countries in which it does not intend to apply for Intellectual Property Rights (Sec. 14 GEIA); and (b) waive the employer’s obligation to
notify the employee inventor and to transfer the right in the invention to the employee inventor at the latter’s request and expense, if it does notintend to pursue the application for the grant on an Intellectual Property Right for the invention any further or if it does not want to maintain theIntellectual Property Right granted for the job-related invention (Sec. 16 GEIA); and (c) waive the employer’s obligation to acknowledge
protectability of the invention in case the employer decides not to file a registration, but to keep the invention secret (Sec. 17 GEIA);
12.5.8. To the extent BioNTech Technology or Research and Development Program Technology is created after the Effective Date byinventors employed by or acting on behalf of BioNTech’s or its Affiliates’ Third Party subcontractors, BioNTech will (a) use Commercially
Reasonable Efforts (and will procure that its Affiliates use Commercially Reasonable Efforts) to obtain valid and enforceable agreements with
their respective Third Party subcontractors imposing on their Third Party subcontractors the obligation to claim the rights in the invention inaccordance with applicable Law and to conclude agreements with its employee inventors assigning to the respective Third Party subcontractor
each such inventor’s entire right, title and interest in and to all such BioNTech Technology or Research and Development Program Technology(except to the extent applicable Law provides that all right, title and interest in and to such BioNTech Technology or Research and Development
Program Technology automatically vests in the Third Party subcontractor by operation of law) and, (b) to the extent GEIA applies to such
BioNTech Technology or Research and Development Program Technology, use Commercially Reasonable Efforts to obtain a waiver of inventor
in his rights in Sec. 14, 16 and 17 GEIA;
12.5.9. with respect to any BioNTech Technology or Research and Development Program Technology to which Pfizer shall obtain a license
hereunder that is made after the Effective Date in the jurisdiction of the GEIA by an inventor on behalf of BioNTech or its Affiliates who is
employed by a university pursuant to Sec. 42 GEIA (e.g. university professors, research assistants), BioNTech will use Commercially Reasonable
Efforts (and will procure that its Affiliates use Commercially Reasonable Efforts) to obtain valid and enforceable trifold agreements with suchinventor and the respective university by which the university (a) waives its entire right, title and interest in and to that BioNTech Technology or
Research and Development Program Technology made by the67

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inventor, (b) the inventor assigns its rights, title and interest in and to that BioNTech Technology or Research and Development Program
Technology to BioNTech or its Affiliates, (c) the inventor waives its rights pursuant to Sec. 14, 16 and 17 GEIA as well as (d) waives its negative
publication right (Sec. 42 Nr. 2 GEIA) vis-a-vis BioNTech or its Affiliates;
12.5.10. with respect to animals used in conducting activities under this Agreement, BioNTech will, and will cause its Affiliates andpermitted subcontractors to, comply with its policies on animal care and use which shall be no less strict than Pfizer’s Corporate Policy regarding
Animal Care and Use, attached hereto as Exhibit C (except where in conflict with applicable Law);
12.5.11. with respect to Human Material used, including collection or transfer, by BioNTech, its Affiliates or permitted subcontractors in
conducting activities under this Agreement, (a) such use shall be in accordance with the binding part of the Research and Development Plan andshall be within the scope of and consistent with its ethical approval policies, (b) BioNTech will, and will cause its Affiliates or permitted
subcontractors to, handle and use the Human Material in accordance with all applicable Laws and the ICF, which shall permit Pfizer to use the
Human Material for the research purposes contemplated by this Agreement, (c) BioNTech will provide the ICF to Pfizer upon request by Pfizer,(d) the Human Material will be used for research purposes only and not be used for treatment of or administration to humans and (e) if BioNTech
procures any Human Material from a Third Party such as a sample bank, it will ensure that the collection and transfer of the Human Material andthe use of the Human Material for purposes of the Research and Development Plan is in accordance with all applicable Laws and recognizedinternational standards for the protection of human research subjects;
12.5.12. BioNTech shall, at all times, maintain and enforce a compliance and ethics program containing adequate systems, policies andprocedures for the detection, investigation, documentation, and remediation of any allegations, reports or findings related to a potential
violation of applicable Law, including Anti-Corruption Laws, with respect to the Candidates, Products, payments and services under thisAgreement, which policies shall be not less strict than Pfizer’s Anti-Bribery and Anti-Corruption Principles attached hereto as Exhibit B. Suchpolicies and procedures should set out rules governing interactions with HCPs, Government Officials, the engagement of Third Parties, and whereappropriate, conducting due diligence, and the investigation, documentation and remediation of any allegations, reports or findings related to apotential violation of applicable Laws, and BioNTech shall, upon Pfizer’s request, require any persons acting on behalf of BioNTech inconnection with this Agreement to complete anti-corruption compliance training provided by Pfizer, and will notify Pfizer of any persons that
require or may require such training during the Term of this Agreement;
12.5.13. if BioNTech finds, following an investigation, credible evidence of a violation of any applicable policies and procedures that aredesigned to ensure compliance with any applicable Laws, including any criminal, civil or administrative laws or regulations, or violations ofpolicies or procedures related to scientific misconduct or data integrity, BioNTech shall promptly inform Pfizer of the occurrence and the steps
taken by BioNTech to remediate the occurrence; and12.5.14. in it undertaking, sponsoring, or having regulatory oversight over any Clinical Trials, BioNTech shall ensure and procure that all
documentation for such Clinical Trials shall comply with, and take advantage of, any applicable Laws that serve to limit product liability claims
and losses having regard to the pandemic status of COVID-19, including any requirements under any declarations pursuant to the Public
Readiness and Emergency Preparedness (PREP) Act in the USA or any equivalent, similar or comparable legislation in the Territory.
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12.6. Pfizer Covenants. In addition to the covenants made by Pfizer elsewhere in this Agreement, Pfizer hereby covenants to BioNTech that, fromthe Effective Date until expiration or termination of this Agreement,
12.6.1. Pfizer and its Affiliates maintain or will obtain valid and enforceable agreements with or from all inventors of Pfizer Improvements
or Research and Development Program Technology who are employed by or otherwise acting on behalf of Pfizer or its Affiliates valid andenforceable agreements assigning to Pfizer or its Affiliates each such inventor’s entire right, title and interest in and to all such Pfizer
Improvements or Research and Development Program Technology (except to the extent applicable Law provides that all right, title and interest
in and to such Pfizer Improvements or Research and Development Program Technology automatically vests in Pfizer or its Affiliates by operationof law), and Pfizer and its Affiliates have made or will make any payments owing to any such inventors in respect of any Pfizer Improvements or
Research and Development Program Technology or any other Person that is required in connection with the creation or exploitation of or transfer
of rights to such Pfizer Improvements or Research and Development Program Technology;
12.6.2. with respect to Human Material used, including collection or transfer, by Pfizer, its Affiliates or permitted subcontractors in
conducting activities under this Agreement, (a) such use shall be within the scope of and consistent with its ethical approval policies, (b) Pfizer
will, and will cause its Affiliates or permitted subcontractors to, handle and use the Human Material in accordance with all applicable Laws andthe ICF, (c) Pfizer will provide the ICF to BioNTech upon request by BioNTech, (d) the Human Material will be used for research purposes only
and not be used for treatment of or administration to humans and (e) if Pfizer procures any Human Material from a Third Party such as a sample
bank, it will ensure that the collection and transfer of the Human Material and the use of the Human Material for purposes of the Research andDevelopment Plan is in accordance with all applicable Laws and recognized international standards for the protection of human researchsubjects; and12.6.3. Pfizer will comply with the provisions of the Current Licenses set forth in Schedule 1.36 in respect of BioNTech Technology
sublicensed to Pfizer under the respective Current Licenses insofar as Pfizer is using such BioNTech Technology;
12.6.4. Pfizer shall comply with its Anti-Bribery and Anti-Corruption Principles attached hereto as Exhibit B and its Corporate Policy
regarding Animal Care and Use, attached hereto as Exhibit C; and12.6.5. in it undertaking, sponsoring, or having regulatory oversight over any Clinical Trials, Pfizer shall ensure and procure that all
documentation for such Clinical Trials shall comply with, and take advantage of, any applicable Laws that serve to limit product liability claims
and losses having regard to the pandemic status of COVID-19, including any requirements under any declarations pursuant to the Public
Readiness and Emergency Preparedness (PREP) Act in the USA or any equivalent, similar or comparable legislation in the Territory.
12.7. Notifications. During the Term. BioNTech will promptly notify Pfizer in writing or orally in the event that it learns of:
12.7.1. any prior art or other facts that BioNTech believes would result in the invalidity or unenforceability of any of the claims included inany of the BioNTech Patent Rights or Research and Development Program Patent Rights; or69

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12.7.2. any inequitable conduct or fraud on the patent office with respect to any of the BioNTech Patent Rights or Research andDevelopment Program Patent Rights; or
12.7.3. any Person (other than Persons identified as inventors of inventions disclosed in the BioNTech Patent Rights or Research andDevelopment Program Patent Rights) who claims to be an inventor of an invention disclosed in the BioNTech Patent Rights or Research andDevelopment Program Patent Rights; and12.7.4. any lawsuits, claims, administrative actions, government inquiries or investigations, or other proceedings related to the activities
contemplated under this Agreement.
12.8. Representation by Legal Counsel. Each Party hereto represents that it has been represented by legal counsel in connection with thisAgreement and acknowledges that it has participated in the drafting hereof. In interpreting and applying the terms and provisions of this Agreement,
the Parties agree that no presumption will exist or be implied against the Party which drafted such terms and provisions.
12.9. BioNTech’s knowledge. All references in this Section 12 to BioNTech’s knowledge (or equivalent) shall refer to the actual knowledge after
reasonable internal inquiry of BioNTech’s management comprising those individuals set forth in Schedule 12.9.
12.10. Disclaimer. THE FOREGOING REPRESENTATIONS AND WARRANTIES OF EACH PARTY ARE IN LIEU OF ANY OTHER
REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR ANY
IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE HEREBY SPECIFICALLY EXCLUDED ANDDISCLAIMED.
13.

GOVERNMENT APPROVALS; TERM AND TERMINATION
13.1. Government Approvals. Each of BioNTech and Pfizer will cooperate with the other Party and to make all registrations, filings andapplications, to give all notices and to obtain as soon as practicable all governmental or other consents, transfers, approvals, orders,qualifications authorizations, permits and waivers, if any, and to do all other things necessary or useful for the consummation of the transactions
as contemplated hereby including the collection of Human Material.
13.2. Term. The term of this Agreement (the “Term”) will commence on the Effective Date and shall continue, unless terminated earlier inaccordance with this Section 13, until the later of (a) completion of all Development and Manufacturing obligations of each Party set out herein;and (b) the termination or expiry of the Commercialization Agreement or, in the absence of a Commercialization Agreement, Pfizer ceasing topursue Commercialization activities pursuant to the Commercialization Terms.
13.3. Termination for Cause by a Party. Either Party may terminate this Agreement for cause, at any time during the Term, by giving written
notice to the other Party in the event that such other Party commits a material breach of its obligations under this Agreement and such material
breach remains uncured for at least 90 days, in each case measured from the date written notice of such material breach is given to Pfizer;
provided, however, that if any breach is not reasonably curable within [***] and if the Party accused of breach is making a bona fide effort/using
Commercially Reasonable Efforts to cure such breach, such termination will be delayed for a time period to be agreed by both Parties in order topermit the Party accused of a breach a reasonable period of time to cure such breach. If the alleged material breach relates to non-payment of any
amount due under this Agreement, the cure period will be tolled pending resolution of any bona fide dispute between the Parties as to whether
such payment is due.
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13.4. Termination by Pfizer Convenience. [***], Pfizer may terminate this Agreement for convenience upon [***] prior written notice (whichnotice period may be shortened by BioNTech in BioNTech’s sole discretion through written notice to Pfizer at any time after BioNTech’s receipt ofsuch termination notice) without any liability to BioNTech.
13.5. Termination by Pfizer for [***]
13.6. Effects of Termination.
13.6.1. Termination for Cause by a Party. In the event that a Party terminates this Agreement for cause pursuant to Section 13.3, all rights
and obligations of each Party hereunder will cease (including all rights and licenses and sublicenses granted by either Party to the other Party
hereunder, and all sublicenses granted to Affiliates or Third Parties under the rights granted hereunder), except as otherwise expressly provided
herein.
13.6.2. Termination for Pfizer’s Convenience. Upon Pfizer’s termination pursuant to Section 13.4 (a) [***]; and (b) [***].
13.6.3. No Effect on Related Agreements. Unless explicitly agreed otherwise, termination or expiration of this Agreement shall not affectany other agreements concluded hereunder, including the Commercialization Agreement or any Manufacturing agreements pursuant to Article 8.
13.6.4. Continuation of Pfizer Licenses. Except in the event of Pfizer’s termination pursuant to Section 13.3 or 13.7.1, (a) [***], (b) [***],(c) [***], and (d) [***].
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13.6.5. Exclusivity. In the event of Pfizer’s termination pursuant to Section 13.3 or 13.7, the Parties’ obligations pursuant to Section 3.10.3
shall survive the termination or expiration of this Agreement for a period of [***] years provided that BioNTech shall not be prevented fromusing the Product within the Field. In the event of Pfizer’s termination pursuant to Section 13.4 or 13.5, Pfizer shall not be entitled to enter into
any collaboration or license agreement with any Third Party to Develop or Commercialize in the Territory an immunogenic composition
comprising mRNA in the Field for a period of [***] months commencing on the date of the termination notice served by Pfizer, provided thatsuch obligation shall not (i) restrict Pfizer’s or its Affiliates’ right to work as contract manufacturer for a Third Party, (ii) prohibit Pfizer or its
Affiliate from acquiring any Third Party, or being acquired by any Third Party, that at the time of acquisition is active in the Development orCommercialization of an immunogenic composition comprising mRNA in the Field, or (iii) prohibit Pfizer or its Affiliate from undertaking
non-clinical research work.
13.6.6. Accrued Rights. Expiration or termination of this Agreement for any reason will be without prejudice to any right which will haveaccrued to the benefit of either Party prior to such termination, including damages arising from any breach under this Agreement. Expiration or
termination of this Agreement will not relieve either Party from any obligation which is expressly indicated to survive such expiration or
termination.
13.6.7. Survival Period. The following sections, together with any sections that expressly survive, will survive expiration or termination ofthis Agreement for any reason: Sections 1 (Definitions), 3.5 (additional licenses), 5.4.2(a) through (d) only (Repayment of BioNTech Deferred
Development Costs) (except in the event of a termination by Pfizer pursuant to Section 13.4), 5.6 (Records and Accounting Principles), 5.7.1(Withholding Taxes), 5.10 (Audits), 5.10.1 (Underpayments/Overpayments), 5.10.2 (Confidentiality), 7.4.2 (Title to Pfizer Materials and
BioNTech Materials), 7.4.4 (Return of Proprietary Materials), 9.2.5, first sentence only (Ownership of Regulatory Filings), 9.7 (Liability), 10.2
(Ownership of Intellectual Property), 10.3.1.2, 10.3.1.3 and 10.3.2 (Filing, Prosecution and Maintenance of Patent Rights), 11 (Confidentiality),
13.6 (Effects of Termination), 13.7 (Provision for Insolvency), 15.1 (No Consequential Damages), 15.2 (Indemnification by Pfizer), 15.3
(Indemnification by BioNTech), 15.4 (Procedure), 16 (Miscellaneous) and, to the extent an Enforcement Action or Infringement Claim is active,
live or pending at the time of expiry or termination, Sections 10.4 or 10.8, as applicable.
13.7. Provision for Insolvency.
13.7.1. Termination Right. BioNTech will be deemed a “Debtor” under this Agreement if, at any time during the Term (a) a case iscommenced by or against BioNTech under the Bankruptcy Code, (b) BioNTech files for or is subject to the institution of bankruptcy,
reorganization, liquidation or receivership proceedings (other than a case under the Bankruptcy Code), (c) BioNTech assigns all or a substantial
portion of its assets for the benefit of creditors, (d) a receiver or custodian is appointed for BioNTech’s business or (e) a substantial portion of
BioNTech’s business is subject to attachment or similar process; provided, however, that in the case of any involuntary case under the
Bankruptcy Code, BioNTech will not be deemed a Debtor if the72

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case is dismissed within 60 days after the commencement thereof. If BioNTech is deemed a Debtor, then Pfizer may terminate this Agreement by
providing written notice to BioNTech. If Pfizer terminates this Agreement pursuant this Section 13.7.1, then: (i) all licenses granted to Pfizer
under this Agreement will become irrevocable and perpetual, and Pfizer will have no further obligations to BioNTech under this Agreement otherthan (A) those obligations that expressly survive termination in accordance with Section 13.6.7 and (B) an obligation to pay royalties withrespect to Net Sales of Products in an amount equal to 100% of the amount that would otherwise have been payable under this Agreement, suchamount to be paid in accordance with and subject to the other terms of this Agreement governing the payment of royalties; (ii) such termination
will not be construed to limit BioNTech’s right to receive payments that accrued before the effective date of such termination; (iii) Pfizer will
have the right to offset, against any payment owing to BioNTech as provided for under clause (i), above, any damages found or agreed by theParties to be owed by BioNTech to Pfizer; and (iv) nothing in this Section 13.7.1 will limit any other remedy Pfizer may have for any breach by
BioNTech of this Agreement.
13.7.2. Rights to Intellectual Property. All rights and licenses now or hereafter granted by BioNTech to Pfizer under or pursuant to any
Section of this Agreement, including Sections3.1.1, 3.2.1, 3.3, 3.4.1 and 3.5.1 and Section 10 hereof, are rights to “intellectual property” (asdefined in the Bankruptcy Code). The Parties hereto acknowledge and agree that the payments provided for under Sections 5 and all otherpayments by Pfizer to BioNTech hereunder or under the Commercialization Agreement do not constitute royalties within the meaning ofSection 365(n) of the Bankruptcy Code or relate to licenses of intellectual property hereunder. If (a) a case under the Bankruptcy Code iscommenced by or against BioNTech, (b) this Agreement is rejected as provided in the Bankruptcy Code and (c) Pfizer elects to retain its rights
hereunder as provided in Section 365(n) of the Bankruptcy Code, then BioNTech (in any capacity, including debtor-in-possession) and its
successors and assigns (including any trustee) will provide to Pfizer all Intellectual Property Rights licensed hereunder, and agrees to grant andhereby grants to Pfizer and its Affiliates a right to access and to obtain possession of and to benefit from and, in the case of any chemical or
biological material or other tangible item of which there is a fixed or limited quantity, to obtain a pro rata portion of, each of the following to theextent related to any Candidate or Product, or otherwise related to any right or license granted under or pursuant to this Agreement: (i) copies ofpre-clinical and clinical research data and results; (ii) all of the following (to the extent that any of the following are so related): BioNTech
Materials, cell lines, antibodies, assays, reagents and other biological materials; (iii) samples or Candidates and Products; (iv) BioNTech
Technology, Product Technology, and RNA Technology, (v) laboratory notes and notebooks; (vi) Candidate and Product data or filings, and(vii) rights of reference in respect of filings for and Regulatory Approvals, all of which constitute “embodiments” of intellectual property
pursuant to Section 365(n) of the Bankruptcy Code, and (viii) all other embodiments of such intellectual property, whether any of the foregoingare in BioNTech’s possession or control or in the possession and control of any Third Party but which BioNTech has the right to access or benefit
from and to make available to Pfizer. BioNTech will not interfere with the exercise by Pfizer or its Affiliates of rights and licenses to Intellectual
Property Rights licensed hereunder and embodiments thereof in accordance with this Agreement and agrees to use Commercially Reasonable
Efforts to assist Pfizer and its Affiliates to obtain such Intellectual Property Rights and embodiments thereof in the possession or control of Third
Parties as reasonably necessary or useful for Pfizer or its Affiliates or Sublicensees to exercise such rights and licenses in accordance with thisAgreement.
13.7.3. No Limitation of Rights. All rights, powers and remedies of Pfizer provided in this Section 13.7 are in addition to and not in
substitution for any and all other rights, powers and remedies now or hereafter existing at Law or in equity (including the Bankruptcy Code) inthe event of the commencement of a case under the Bankruptcy Code involving BioNTech. To the extent
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equivalent rights exist under the Bankruptcy Code existing from time to time in the jurisdiction where BioNTech is established the foregoingprovisions shall be interpreted in accordance with such equivalent rights, and where such equivalent rights to not exist Pfizer shall be entitled toavail of itself all remedies and rights available to it as a creditor and licensee of Intellectual Property Rights under such local Bankruptcy Code.
14.

CHANGE OF CONTROL

14.1. Change of Control. If a Change of Control occurs with respect to a Party and a Third Party during the Term, or if a Party or any of its
Affiliates acquires or merges with a Third Party during the Term, (in either case such Party being the “Affected Party”):
14.1.1. if such Third Party is, at the time of such Change of Control or acquisition or merger, conducting activities that would cause theAffected Party or one of its Affiliates to violate Section 3.10.1 (such activities, a “Acquisition Program”), then such Affected Party or such Third
Party shall be permitted to continue such Acquisition Program and such continuation will not constitute a violation of Section 3.10.1;
14.1.2. the provisions of Section 11.7 shall apply and no Confidential Information of the other Party or its Affiliates may be disclosed to
the Third Party and shall not be used in any Acquisition Program (if any) and the Affected Party shall implement and maintain, in accordancewith such Affected Party’s internal commercially reasonable practices, an information and personnel barrier between the working teams involvedin the day to day conduct of such Affected Party’s internal program of Development and Manufacture of Candidates and Products under thisAgreement, and any activities of the Third Party, including under any Acquisition Program; and14.1.3. if BioNTech is the Affected Party then:
14.1.3.1.[***];
14.1.3.2.[***];
14.1.3.3.[***];
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14.1.3.4.[***]; and14.1.3.5.[***].
14.2. Effects of Change of Control. In the event of a Change of Control of BioNTech by during the Term, the following provisions of thisSection 14 shall also apply:
14.2.1. BioNTech Intellectual Property. All BioNTech Technology and Research and Development Program Technology, Controlled by
BioNTech immediately prior to such BioNTech Change of Control shall continue to be BioNTech Technology and Research and Development
Program Technology licensed to Pfizer for purposes of this Agreement.
14.2.2. Existing Acquirer Intellectual Property. Patent Rights and Know-How that were Controlled by the entity acquiring BioNTech or
such entity’s Affiliates that were not Affiliates of BioNTech prior to such BioNTech Change of Control (collectively, the “Acquirer”) shall not be
included within the licenses granted to Pfizer hereunder.
14.2.3. Independent Intellectual Property. Patent Rights and Know-How that, following such BioNTech Change of Control, aredeveloped, made or otherwise acquired or Controlled by the Acquirer outside of the Research and Development Plan or the Manufacturing Plan
and without use of Pfizer’s Technology, Pfizer’s Confidential Information, Research and Development Program Technology, BioNTech
Improvements or BioNTech Technology shall not be included within the Research and Development Program Technology or BioNTech
Technology or BioNTech Third Party Agreements (it being understood, however, for the avoidance of doubt, that all BioNTech Technology,
Research and Development Program Technology, and Intellectual Property Rights developed by BioNTech or the Acquirer in the course of, orused by BioNTech or the Acquirer under the Research and Development Plan or used in the Manufacture of the Candidates or Products by
BioNTech shall be licensed to Pfizer pursuant to the licenses set forth in this Agreement).
14.2.4. Research and Development Program Technology. No Research and Development Program Technology Controlled by Pfizer
including Pfizer Improvements shall be licensed or sub-licensable to the Acquirer, and no Confidential Information of Pfizer or its
Representatives shall be disclosed to the Acquirer, in each case without the prior written consent of Pfizer.
14.2.5. Effect on Certain Agreement Provisions. From and after the effective date of a BioNTech Change of Control by a Specified Person,
the Acquirer shall not be considered an “Affiliate” for the purposes of this Agreement, provided that the Acquirer does not engage in any
activities otherwise restricted under Section 3.10 using any Research and Development Program Technology, Pfizer Technology, Pfizer
Improvements or Confidential Information of Pfizer.
15.

LIMITATION ON LIABILITY, INDEMNIFICATION AND INSURANCE

15.1. No Consequential Damages. Except with respect to liability arising from a breach of Sections 10 or 10.1, from any willful misconduct or
intentionally wrongful act, or to the extent such Party may be required to indemnify the other Party under this Section 15, in no event will either Partyor its Representatives be liable under this Agreement for any special (only as related to indirect, incidental or75

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consequential damages), indirect, incidental, consequential or punitive damages, whether in contract, warranty, tort, negligence, strict liability orotherwise, including loss of indirect profits or revenue suffered by the other Party or any of its Representatives. Without limiting the generality of theforegoing, “consequential damages” will be deemed to include, and neither Party will be liable to the other Party or any of such other Party’s
Representatives or stockholders for any damages based on or measured by loss of projected or speculative future sales of the Products, any
development, regulatory, launch or sales threshold milestone payments due or any other unearned, speculative or otherwise contingent payments
provided for in this Agreement.
15.2. Indemnification by Pfizer. Pfizer will indemnify, defend and hold harmless BioNTech, each of its Affiliates, and each of its and its Affiliates’
employees, officers, directors and agents (each, a “BioNTech Indemnified Party”) from and against any and all claims, causes, or allegations (whether
threatened or pending), judgments, expenses, damages, liabilities, obligations, fees (including the reasonable fees of attorneys and other consulting or
testifying professionals), costs and losses (collectively, “Liabilities”) that the BioNTech Indemnified Party may be required to pay to one or more Third
Parties resulting from or arising out of (a) use of the Pfizer Technology, Pfizer Materials, and/or Pfizer Know-How disclosed by or on behalf of Pfizer inaccordance with the rights licensed under this Agreement, (b) use of the Pfizer name or logo in accordance with the rights licensed under thisAgreement or (c) the material breach by Pfizer of any of its representations, warranties or covenants set forth in Section 7.4.1, Section 12.1 or
Section 12.2 or Section 12.6; except, in each case, to the extent caused by the negligence, recklessness or intentional acts of BioNTech or any
BioNTech Indemnified Party.
15.3. Indemnification by BioNTech. BioNTech will indemnify, defend and hold harmless Pfizer, its Affiliates, Sublicensees, contractors,
distributors and each of its and their respective employees, officers, directors and agents (each, a “Pfizer Indemnified Party”) from and against any andall Liabilities that the Pfizer Indemnified Party may be required to pay to one or more Third Parties resulting from or arising out of (a) use of the
BioNTech Technology [***], BioNTech Materials, and/or BioNTech Know-How disclosed by or on behalf of BioNTech in accordance with the rights
licensed under this Agreement, (b) the Candidates or Products in accordance with the rights licensed under this Agreement, save to the extent the
Liabilities are in respect of (i) the exploitation of Pfizer Technology infringing a Third Party Patent Right or (ii) [***]; (c) use of the BioNTech name orlogo in accordance with the rights licensed under this Agreement, (d) rights or obligations under the GEIA relating to inventions made by employees of
BioNTech or its Affiliates or Third Party Licensors in relation to BioNTech Technology or Research and Development Program Technology used in any
Candidate or Product; or (e) the material breach by BioNTech or any of its Representatives of any of its representations, warranties or covenants set
forth in Section 9, Section 12.1, Section 12.2, Section 12.3, or Section 12.5 except to the extent caused by the negligence, recklessness or intentional
acts of Pfizer or any Pfizer Indemnified Party.
15.4. Procedure.
15.4.1. Notice. Each Party will notify the other Party in writing in the event it becomes aware of a claim for which indemnification may besought hereunder. In the event that any Third Party asserts a claim or other proceeding (including any governmental investigation) with respect
to any matter for which a Party (the “Indemnified Party”) is entitled to indemnification hereunder (a “Third Party Claim”), then the Indemnified
Party will promptly notify the Party obligated to indemnify the Indemnified Party (the “Indemnifying Party”) thereof; provided, however, that nodelay on the part of the Indemnified Party in notifying the Indemnifying Party will relieve the Indemnifying Party from any obligation hereunderunless (and then only to the extent that) the Indemnifying Party is prejudiced thereby.
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15.4.2. Control. Subject to either Party’s right to control any actions described in Section 10 (even where the other Party is theIndemnifying Party), the Indemnifying Party will have the right, exercisable by notice to the Indemnified Party within ten Business Days after
receipt of notice from the Indemnified Party of the commencement of or assertion of any Third Party Claim, to assume direction and control ofthe defense, litigation, settlement, appeal or other disposition of the Third Party Claim (including the right to settle the claim solely for monetaryconsideration) with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party; provided that (a) the
Indemnifying Party has sufficient financial resources, in the reasonable judgment of the Indemnified Party, to satisfy the amount of any adversemonetary judgment that is sought, (b) the Third Party Claim seeks solely monetary damages and (c) the Indemnifying Party expressly agrees inwriting that as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party will be solely obligated to satisfy anddischarge the Third Party Claim in full (the conditions set forth in clauses (a), (b) and (c) above are collectively referred to as the “Litigation
Conditions”). Within ten Business Days after the Indemnifying Party has given notice to the Indemnified Party of its exercise of its right todefend a Third Party Claim, the Indemnified Party will give notice to the Indemnifying Party of any objection thereto based upon the Litigation
Conditions. If the Indemnified Party reasonably so objects, the Indemnified Party will continue to defend the Third Party Claim, at the expense of
the Indemnifying Party, until such time as such objection is withdrawn. If no such notice is given, or if any such objection is withdrawn, theIndemnifying Party will be entitled, at its sole cost and expense, to assume direction and control of such defense, with counsel selected by theIndemnifying Party and reasonably acceptable to the Indemnified Party. During such time as the Indemnifying Party is controlling the defense ofsuch Third Party Claim, the Indemnified Party will cooperate, and will cause its Affiliates and agents to cooperate upon request of theIndemnifying Party, in the defense or prosecution of the Third Party Claim, including by furnishing such records, information and testimony andattending such conferences, discovery proceedings, hearings, trials or appeals as may reasonably be requested by the Indemnifying Party. In theevent that the Indemnifying Party does not satisfy the Litigation Conditions or does not notify the Indemnified Party of the Indemnifying Party’s
intent to defend any Third Party Claim within ten Business Days after notice thereof, the Indemnified Party may (without further notice to theIndemnifying Party) undertake the defense thereof with counsel of its choice and at the Indemnifying Party’s expense (including reasonable,
out-of-pocket attorneys’ fees and costs and expenses of enforcement or defense). The Indemnifying Party or the Indemnified Party, as the casemay be, will have the right to join in (including the right to conduct discovery, interview and examine witnesses and participate in all settlement
conferences), but not control, at its own expense, the defense of any Third Party Claim that the other party is defending as provided in thisAgreement.
15.4.3. Settlement. The Indemnifying Party will not, without the prior written consent of the Indemnified Party, enter into any compromiseor settlement that commits the Indemnified Party to take, or to forbear to take, any action. The Indemnified Party will have the sole and exclusive
right to settle any Third Party Claim, on such terms and conditions as it deems reasonably appropriate, to the extent such Third Party Claiminvolves equitable or other non-monetary relief, but will not have the right to settle such Third Party Claim to the extent such Third Party Claiminvolves monetary damages without the prior written consent of the Indemnifying Party. Each of the Indemnifying Party and the Indemnified
Party will not make any admission of liability in respect of any Third Party Claim without the prior written consent of the other party, and theIndemnified Party will use reasonable efforts to mitigate Liabilities arising from such Third Party Claim.
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15.5. Insurance. Each Party further agrees to obtain and maintain, during the Term, commercial general liability insurance, including products
liability insurance (or clinical trials insurance, if applicable), with minimum “A-” A.M. Best rated insurance carriers to cover its indemnification
obligations under Section 15.2 or Section 15.3, as applicable, in each case with limits of not less than $[***] ([***] U.S. Dollars) per occurrence and in
the aggregate. All deductibles and retentions will be the responsibility of the named insured. Within [***] days of the Effective Date, BioNTech will
amend its existing insurance policies in such a way that (a) Pfizer Inc. and its Affiliates will be indemnified as principal on BioNTech’s commercial
general liability and products liability policies (or clinical trials insurance, if applicable) and (b) Pfizer Inc. and its Affiliates will be provided a waiverof subrogation on BioNTech’s commercial general liability and products liability policies (or clinical trials insurance, if applicable). For U.S.
exposures, additional insured status on BioNTech’s commercial general liability and products liability policies shall be via form CG20101185 or its
equivalent. Products liability coverage shall be maintained for three years following termination of this Agreement. To the extent of its culpability or
negligence, all coverages of BioNTech will be primary and non-contributing with any similar insurance, carried by Pfizer. Notwithstanding any
provision of this Section 15.5 to the contrary, Pfizer may meet its obligations under this Section 15.5 through self-insurance. Neither Party’s insurance
will be construed to create a limit of liability with respect to its indemnification obligations under this Section 15.
16.

MISCELLANEOUS

16.1. Assignment. Neither this Agreement nor any interest hereunder will be assignable by a Party without the prior written consent of the otherParty, except as follows: (a) subject to the provisions of this Agreement in respect of Change of Control, as applicable, a Party may assign its rights andobligations under this Agreement by way of sale of itself or the sale of the portion of its business to which this Agreement relates, through merger, saleof assets and/or sale of stock or ownership interest, provided that the assignee will expressly agree to be bound by such Party’s obligations under thisAgreement and that such sale is not primarily for the benefit of its creditors, (b) such Party may assign its rights and obligations under this Agreement
to any of its Affiliates, provided that the assignee will expressly agree to be bound by such Party’s obligations under this Agreement and that such
Party will remain liable for all of its rights and obligations under this Agreement. In addition, Pfizer may assign its rights and obligations under thisAgreement to a Third Party where Pfizer or its Affiliate is required, or makes a good faith determination based on advice of counsel, to divest a Productin order to comply with Law or the order of any Governmental Authority as a result of a merger or acquisition, provided that the assignee will expressly
agree to be bound by Pfizer’s obligations under this Agreement. Each Party will promptly notify the other Party of any assignment or transfer under theprovisions of this Section 16.1. This Agreement will be binding upon the successors and permitted assigns of the Parties and the name of a Party
appearing herein will be deemed to include the names of such Party’s successors and permitted assigns to the extent necessary to carry out the intent of
this Agreement. Any assignment not in accordance with this Section 16.1 will be void.
16.2. Further Actions. Each Party agrees to execute, acknowledge and deliver such further instruments, and to do all such other acts, as may benecessary or appropriate in order to carry out the purposes and intent of the Agreement.
16.3. Force Majeure. Each Party will be excused from the performance of its obligations under this Agreement to the extent that such
performance is prevented by force majeure (defined below) and the nonperforming Party promptly provides notice of the prevention to the other Party.
Such excuse will be continued so long as the condition constituting force majeure continues and the nonperforming Party takes Commercially
Reasonable Efforts to remove the condition. For purposes of this Agreement, “force majeure” will include conditions beyond the control of the Parties,
including an act of God, voluntary or involuntary compliance with any regulation, Law or order of any government, war, act of terror, civil commotion,
labor strike or lock-out, epidemic, failure or default of public utilities or common carriers, destruction of production facilities or materials by fire,
earthquake, storm or like catastrophe.
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16.4. Interpretation. Except where the context expressly requires otherwise, (a) the use of any gender herein will be deemed to encompass
references to either or both genders, and the use of the singular will be deemed to include the plural (and vice versa), (b) the words “include”,“includes” and “including” will be deemed to be followed by the phrase “without limitation”, (c) the word “will” will be construed to have the same
meaning and effect as the word “shall”, (d) any definition of or reference to any agreement, instrument or other document herein will be construed as
referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein), (e) any reference herein to any Person will be construed to include the
Person’s successors and assigns, (f) the words “herein”, “hereof” and “hereunder”, and words of similar import, will be construed to refer to thisAgreement in its entirety and not to any particular provision hereof, (g) all references herein to Sections, Exhibits or Schedules will be construed torefer to Sections, Exhibits or Schedules of this Agreement, and references to this Agreement include all Exhibits and Schedules hereto, (h) the word
“notice” means notice in writing (whether or not specifically stated) and will include notices, consents, approvals and other written communications
contemplated under this Agreement, (i) provisions that require that a Party, the Parties or any committee hereunder “agree,” “consent” or “approve” orthe like will require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter, approved minutes orotherwise (excluding e-mail or instant messaging, but a signed PDF document being acceptable), (j) references to any specific law, rule or regulation, or
article, section or other division thereof, will be deemed to include the then-current amendments thereto or any replacement or successor law, rule orregulation thereof, and (k) the term “or” will be interpreted in the inclusive sense commonly associated with the term “and/or”.
16.5. Notices. Any notice or notification required or permitted to be provided pursuant to the terms and conditions of this Agreement (including
any notice of force majeure, breach, termination, change of address, etc.) will be in writing and will be deemed given upon receipt if delivered
personally or by facsimile transmission (receipt verified), and upon delivery if mailed by registered or certified mail or courier. Where delivery occurs
outside normal working hours, notice will be deemed given at the start of normal working hours on the next Business Day. Notice shall be given to theParties at the following addresses or facsimile numbers (or at such other address or facsimile number for a Party as will be specified by like notice,provided, however, that notices of a change of address will be effective only upon receipt thereof):
All correspondence to Pfizer will be addressed as follows:
Pfizer Inc.
Notices: [***]
with a copy to:
Pfizer Inc.
Notices: Pfizer Legal Division
[***]
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To help expedite Pfizer’s awareness and response, copies of notices may be provided to Pfizer by email but must be supplemented by one of thefollowing methods: (a) personal delivery, (b) first class certified mail with return receipt requested, or (c) next-day delivery by major international
courier, with confirmation of delivery. Electronic copies may be sent via email to [***].
All correspondence to BioNTech will be addressed as follows:
BioNTech SE[***]
16.6. Amendment. No amendment, modification or supplement of any provision of this Agreement will be valid or effective unless made inwriting and signed by a duly authorized officer of each Party.
16.7. Waiver. No provision of this Agreement will be waived by any act, omission or knowledge of a Party or its agents or employees except by
an instrument in writing expressly waiving such provision and signed by a duly authorized officer of the waiving Party. The waiver by either of theParties of any breach of any provision hereof by the other Party will not be construed to be a waiver of any succeeding breach of such provision or awaiver of the provision itself.
16.8. Severability. If any clause or portion thereof in this Agreement is for any reason held to be invalid, illegal or unenforceable, the same will
not affect any other portion of this Agreement, as it is the intent of the Parties that this Agreement will be construed in such fashion as to maintain its
existence, validity and enforceability to the greatest extent possible. In any such event, this Agreement will be construed as if such clause of portion
thereof had never been contained in this Agreement, and there will be deemed substituted therefor such provision as will most nearly carry out theintent of the Parties as expressed in this Agreement to the fullest extent permitted by applicable Law.
16.9. Descriptive Headings. The descriptive headings of this Agreement are for convenience only and will be of no force or effect in construing
or interpreting any of the provisions of this Agreement.
16.10. Global Trade Control Laws. The Parties acknowledge that certain activities covered by or performed under this Agreement may be subject
to laws, regulations or orders regarding economic sanctions, import controls or export controls (“Global Trade Control Laws”). Each of the Parties will
perform all activities under this Agreement in compliance with all applicable Global Trade Control Laws. Furthermore, with respect to the activities
performed under this Agreement, each of the Parties represents, warrants and covenants that:
16.10.1. Each Party will not, for activities under this Agreement, (a) engage in any such activities in a Restricted Market; (b) involve
individuals ordinarily resident in a Restricted Market; or (c) include companies, organizations, or Governmental Authorities from or located in a
Restricted Market. “Restricted Market” for purposes of this Agreement means the Crimean Peninsula, Cuba, the Donbass Region, Iran, North
Korea, Sudan, and Syria, or any other country or region sanctioned by the United States or European Union.
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16.10.2. Each Party represents and warrants that it is not a Restricted Party and is not owned or controlled by a Restricted Party. With
respect to activities performed under this Agreement, neither Party will engage or delegate to any Restricted Parties for any activities under thisAgreement. Each Party will screen all relevant Third Parties involved by such Party in the activities under this Agreement under the relevant
Restricted Party Lists. “Restricted Parties” for purposes of this Agreement means any individual or entity on any of the following “Restricted
Party Lists”: the list of sanctioned entities maintained by the United Nations; the Specially Designated Nationals List and the Sectoral Sanctions
Identifications List of the U.S. Treasury Department’s Office of Foreign Assets Control; the U.S. Denied Persons List, the U.S. Entity List, and the
U.S. Unverified List of the U.S. Department of Commerce; entities subject to restrictive measures and the Consolidated List of Persons, Groups
and Entities Subject to E.U. Financial Sanctions, as implemented by the E.U. Common Foreign & Security Policy; the List of Excluded
Individuals / Entities published by the U.S. Health and Human Services’ Office of Inspector General; any lists of prohibited or debarred parties
established under the U.S. Federal Food Drug and Cosmetic Act; the list of parties suspended or debarred from contracting with the U.S.
government; and similar lists of restricted parties maintained by the Governmental Authorities of the countries that have jurisdiction over theactivities conducted under this Agreement.
16.10.3. Neither Party will knowingly transfer to the other Party any goods, software, technology or services that are (a) controlled under
the U.S. International Traffic in Arms Regulations or at a level other than EAR99 under the U.S. Export Administration Regulations; or(b) specifically identified as an E.U. Dual Use Item or on an applicable export control list of another country.
16.11. Dispute Resolution. If any dispute or disagreement arises between Pfizer and BioNTech in respect of this Agreement, they will follow thefollowing procedures in an attempt to resolve the dispute or disagreement:
16.11.1. The Party claiming that such a dispute exists will give notice in writing (“Notice of Dispute”) to the other Party of the nature of the
dispute.
16.11.2. Within 30 days of receipt of a Notice of Dispute and in advance of any meeting pursuant to Section 16.11.3, the receiving Party
will provide a written response to the other Party’s claims regarding the dispute.
16.11.3. Within 45 days of receipt of a Notice of Dispute, the Chief Scientific Officer, Vaccine Research and Development of Pfizer and theChief Scientific Officer of BioNTech AG will meet at a mutually agreed-upon time and location for the purpose of resolving such dispute to
discuss the dispute or disagreement.
Notwithstanding any provision of this Agreement to the contrary, either Party may immediately initiate litigation in any court of competentjurisdiction seeking any remedy at law or in equity, including the issuance of a preliminary, temporary or permanent injunction, to preserve or enforce
its rights under this Agreement. The provisions of this Section 16.11 will survive for five years from the date of termination or expiration of thisAgreement.
16.12. Governing Law. This Agreement is governed by, and all disputes arising under or in connection with this Agreement shall be resolved inaccordance with, laws of England and Wales, without regard to conflict of law principles thereof.
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16.13. Consent to Jurisdiction and Venue. The Parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales asregards any claim, dispute or matter (whether contractual or non-contractual) arising out of or in connection with this Agreement (including its
formation). Notwithstanding the foregoing, this clause shall not prevent either Party from being entitled to seek urgent interim or emergency relief(such as a preliminary injunction) before any other court of competent jurisdiction in respect of any claim, dispute or matter (whether contractual or
non-contractual) arising out of or in connection with this Agreement (including its formation).
16.14. Entire Agreement. This Agreement constitutes and contains the complete, final and exclusive understanding and agreement of the Parties
and cancels and supersedes any and all prior negotiations, correspondence, understandings and agreements, whether oral or written, between the Parties
respecting the subject matter hereof and thereof, including (a) that certain [***] (which is hereby terminated effective as of the Effective Date, provided
that such Confidential Disclosure Agreement will continue to govern the treatment of Confidential Information disclosed by the Parties prior to the
Effective Date in accordance with its terms), (b) that certain [***] (which is hereby terminated effective as of the Effective Date, provided that the termsof this Agreement shall also apply to all activities made under the [***] (which is hereby terminated effective as of the Effective Date).
16.15. Flu Collaboration. Except as provided in Section 8.2, nothing in this Agreement varies, amends or otherwise supersedes or replaces theprovisions and rights under the Flu Collaboration License, and the Flu Collaboration License and this Agreement shall be treated as separate arm’s
length transactions.
16.16. Independent Contractors. Both Parties are independent contractors under this Agreement. Nothing herein contained will be deemed tocreate an employment, agency, joint venture or partnership relationship between the Parties hereto or any of their agents or employees, or any otherlegal arrangement that would impose liability upon one Party for the act or failure to act of the other Party. Neither Party will have any express or
implied power to enter into any contracts or commitments or to incur any liabilities in the name of, or on behalf of, the other Party, or to bind the otherParty in any respect whatsoever.
16.17. Counterparts. This Agreement may be executed in two (2) counterparts, each of which will be an original and both of which will constitute
together the same document. Counterparts may be signed and delivered by facsimile or digital (e.g., PDF) file, each of which will be binding when
received by the applicable Party.
16.18. No Third Party Rights or Obligations. No provision of this Agreement will be deemed or construed in any way to result in the creation of
any rights or obligation in any Person not a Party to this Agreement, and this Agreement does not give rise to any rights under the Contracts (Rights ofThird Parties) Act 1999 to enforce any term of this Agreement. However, Pfizer may decide, in its sole discretion, to use one or more of its Affiliates toperform its obligations and duties hereunder, provided that Pfizer will remain liable hereunder for the performance by any such Affiliates of any suchobligations.
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IN WITNESS WHEREOF, authorized representatives of the Parties have duly executed this Agreement as of the Effective Date to be effective asof the Effective Date.
PFIZER INC.

BIONTECH SE

By

By

Name:

Name:

Title:

Title:
By
Name:
Title:[Signature page to Collaboration Agreement]

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Exhibit A
Research and Development Plan
To be agreed by the Parties in accordance with Section 2.2 and added after the Signing Date.
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Exhibit B
PFIZER ANTI-BRIBERY AND ANTI-CORRUPTION PRINCIPLES
Pfizer has a longstanding corporate policy that prohibits colleagues or anyone acting on our behalf from providing any payment or benefit to any
person or entity in order to improperly influence a government official or to gain an unfair business advantage. Pfizer is committed to performing withintegrity, and acting ethically and legally in accordance with all applicable laws and regulations, including, but not limited to, anti-bribery and anticorruption laws. We expect the same commitment from the consultants, agents, representatives or other companies and individuals acting on our behalf(“Business Associates”), as well as those acting on behalf of Business Associates, in connection with work for Pfizer.
Bribery of Government Officials
Most countries have laws that forbid making, offering or promising any payment or anything of value (directly or indirectly) to a government official
when the payment is intended to influence an official act or decision to award or retain business. Under Pfizer’s policies, “government official” isbroadly interpreted and includes: (i) any elected or appointed government official (e.g., a member of a ministry of health); (ii) any employee or person
acting for or on behalf of a government official, agency, or enterprise performing a governmental function; (iii) any political party, candidate for public
office, officer, employee, or person acting for or on behalf of a political party or candidate for public office; or (iv) an employee or person acting for oron behalf of a public international organization (e.g., the United Nations). “Government” is meant to include all levels and subdivisions ofgovernments (i.e., local, regional, or national and administrative, legislative, or executive). Because this definition of “government official” is so
broad, it is likely that Business Associates will interact with a government official in the ordinary course of their business on behalf of Pfizer. For
example, doctors employed by government-owned hospitals would be considered “government officials” under Pfizer’s policies.
The U.S. Foreign Corrupt Practices Act of 1977 (the “FCPA”) prohibits making, promising, or authorizing the making of a payment or providing
anything of value to a non-U.S. government official to improperly or corruptly induce that official to make any governmental act or decision to assist acompany in obtaining or retaining business, or to otherwise obtain an improper advantage. The FCPA also prohibits a company or person from using
another company or individual to engage in any of the foregoing activities. As a U.S. company, Pfizer must comply with the FCPA and could be held
liable as a result of acts committed anywhere in the world by a Business Associate.
Anti-Bribery and Anti-Corruption Principles Governing Interactions with Governments and Government Officials
Business Associates must communicate and abide by the following principles with regard to their interactions with governments and government
officials:•

Business Associates, and those acting on their behalf in connection with work for Pfizer, may not directly or indirectly make, promise, or
authorize the making of a corrupt payment or provide anything of value to any government official to induce that government official to
make any governmental act or decision to help Pfizer obtain or retain business. Business Associates, and those acting on their behalf inconnection with work for Pfizer, may never make a payment to or offer a government official any item or benefit, regardless of value, as an
improper inducement for such government official to approve, reimburse, prescribe, or purchase a Pfizer product, to influence the outcomeof a clinical trial, or otherwise improperly to benefit Pfizer’s business activities.

•

Business Associates, and those acting on their behalf in connection with work for Pfizer, need to understand whether local laws,
regulations, or operating procedures (including requirements imposed by government entities such as government-owned hospitals or
research institutions) impose any limits, restrictions, or disclosure requirements on compensation, financial support, donations, or giftsthat may be provided to government officials. Business Associates, and those acting on their behalf in connection with work for Pfizer,
must take into account and comply with any applicable restrictions in conducting their Pfizer-related activities. If a Business Associate is
uncertain as to the meaning or applicability of any identified limits, restrictions, or disclosure requirements with respect to interactions
with government officials, that Business Associate should consult with his or her primary Pfizer contact before undertaking theiractivities.
85

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Business Associates, and those acting on their behalf in connection with work for Pfizer, are not permitted to offer facilitation payments. A“facilitation payment” is a nominal, unofficial payment to a government official for the purpose of securing or expediting theperformance of a routine, non-discretionary governmental action. Examples of facilitation payments include payments to expedite theprocessing of licenses, permits or visas for which all paperwork is in order. In the event that a Business Associate, or someone acting on
their behalf in connection with work for Pfizer, receives or becomes aware of a request or demand for a facilitation payment or bribe inconnection with work for Pfizer, the Business Associate shall report such request or demand promptly to his or her primary Pfizer contact
before taking any further action.

Commercial Bribery
Bribery and corruption can also occur in non-government, business to business relationships. Most countries have laws which prohibit offering,promising, giving, requesting, receiving, accepting, or agreeing to accept money or anything of value in exchange for an improper business advantage.
Examples of prohibited conduct could include, but are not limited to, the provision of inappropriate gifts or hospitality, kickbacks, or investment
opportunities offered to improperly induce the purchase of goods or services. Pfizer colleagues are not permitted to offer, give, solicit or accept bribes,
and we expect our Business Associates, and those acting on their behalf in connection with work for Pfizer, to abide by the same principles.
Anti-Bribery and Anti-Corruption Principles Governing Interactions with Private Parties and Pfizer Colleagues
Business Associates must communicate and abide by the following principles with regard to their interactions with private parties and Pfizer
colleagues:•

Business Associates, and those acting on their behalf in connection with work for Pfizer, may not directly or indirectly make, promise, or
authorize the making of a corrupt payment or provide anything of value to any person to induce that person to provide an unlawful
business advantage for Pfizer.

•

Business Associates, and those acting on their behalf in connection with work for Pfizer, may not directly or indirectly, solicit, agree toaccept, or receive a payment or anything of value as an improper inducement in connection with their business activities performed for
Pfizer.

•Pfizer colleagues are not permitted to receive gifts, services, perks, entertainment, or other items of more than token or nominal monetary
value from Business Associates, and those acting on their behalf in connection with work for Pfizer. Moreover, gifts of nominal value are
only permitted if they are received on an infrequent basis and only at appropriate occasions.

Reporting Suspected or Actual Violations
Business Associates, and those acting on behalf in connection with work for Pfizer, are expected to raise concerns related to potential violations ofthese International Anti-Bribery and Anti-Corruption Principles or the law. Such reports can be made to a Business Associate’s primary point of contact
at Pfizer, or if an Associate prefers, to Pfizer’s Compliance Group, by e-mail at corporate.compliance@pfizer.com or by phone at 1-212-733-3026.
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Exhibit C
Pfizer’s Corporate Policy regarding Animal Care and Use (v. 1.2, June 18, 2017)
BACKGROUND
Pfizer is dedicated to helping people and animals live longer, healthier lives through the discovery and development of breakthrough medicines andtherapies. Animal-based biomedical research in the pharmaceutical industry remains a vital component of the discovery, evaluation and regulatory
processes, which lead to the development of products that save or improve human lives throughout the world. Pfizer’s Animal Care and Use policy
reflects our absolute commitment that all animals used by our business are treated humanely. This means that any research involving animals is
conducted only after appropriate ethical consideration and review. This review ensures that we provide a high level of care to all animals used, and thata scientifically appropriate and validated alternative to the use of animals is not available.
Why We Conduct Animal-based Biomedical Research
Pfizer is ethically and legally obliged to rigorously evaluate potential new medicines and therapies. Many of these evaluations can be, and are,accomplished by techniques that do not require the use of animals. However, given the present state of scientific knowledge, testing potential new
medicines and therapies in animals is frequently critical to their evaluation, and is required by regulatory authorities worldwide to ensure the quality,
efficacy and safety of the medicines we discover.
Pfizer’s Commitment to Ethical and Humane Treatment of Animals
Pfizer accepts its responsibility to use animals in a humane and ethical manner and expects all Colleagues to treat animals with respect. We approach
the use of animals in our business with a high level of humane and ethical concern for those animals. All use is carefully planned and conducted insuch a way as to minimize or avoid pain, distress, or discomfort to the animals. Every proposed use is thoroughly evaluated before being undertaken as
the health and well-being of all animals under our care is a primary concern. Similarly, we expect any Third Party organization we engage to conduct
animal-based research on our behalf to adhere to this Policy and to comply with all applicable laws and regulations.
Pfizer’s Commitment to Alternatives to Animal-based Biomedical Research
Pfizer is fully committed to the development and use of scientifically validated alternative testing methods that are acceptable to regulatory authorities
and do not compromise patient safety or the effectiveness of our medicines. Pfizer continues to engage and lead cross-industry efforts aimed atdeveloping and refining new in-vitro testing and predictive informatics-based systems that hold promise for future reduction of animal usage. Pfizer
works directly with regulators and through pharmaceutical trade organizations to increase the recognition and acceptance of alternative models wheresuch alternatives can be used appropriately.
POLICYFor as long as it remains necessary to use animals in the discovery, development, evaluation and production of new medicines, we commit tomaintaining high standards in the humane treatment of these animals. Significantly, we embrace the principles known as the “3Rs” of animal research
first proposed in 1959 by Russell and Burch to describe the use of alternatives in animal research. These are:Replacement of animal experiments with non-animal experiments such as mathematical models, computer simulations, and in-vitro biological systems
wherever appropriate; and where animals must be used;
Reduction of the numbers of animals used in each study, and of the number of studies involving animals, to the absolute minimum necessary to obtainvalid results and achieve our research objectives; andRefinement of procedures involving animals to minimize the potential for pain and distress.
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In addition to the 3R’s, and to further assure we maintain high standards for our animals, we have adopted the following guidelines:•

When animal experimentation is necessary, great care is taken to choose the most appropriate animal species for the research and to
optimize the study design to ensure that the results will be as meaningful as possible.

•

Non-human primates will only be used when scientifically justified, for example in cases where other species will not provide sufficiently
close analogues to the biological pathways and responses expected in humans.

•

All studies are carefully designed to gain the maximum information from the fewest number of animals possible.

•

Each proposed use of animals is reviewed and approved by a panel of objective experts prior to performing any experiments to ensure thatthe use of the animals is consistent with sound scientific practices and ethical considerations.

•

Our standards of animal care and welfare meet or exceed those required by applicable local, national, or international laws andregulations.

•

We regularly monitor our animals for signs of ill health or distress and take prompt action wherever appropriate. We make veterinary careavailable to our animals at all times.

•

Our veterinarians and scientists evaluate every proposed animal procedure with an emphasis on eliminating or minimizing any potential
for pain or distress which may be experienced by the animals.

•

We train all Colleagues involved in the care, welfare and use of animals to ensure (a) that they are competent in the care of the animals
and in the procedures required to complete the proposed work; (b) that they are aware of the ethical issues involved in the use of animals;and (c) that they demonstrate respect and humane treatment towards the animals in their care.

•

We expect our contract research organizations, collaborators and vendors to maintain similar high standards. Parties conducting animal
based research for Pfizer at their facilities are required to adhere to this Policy and to comply with all applicable laws and regulations. We
perform welfare audits of Third Party facilities in accordance with our quality assurance policies.

•

Because respect is a key tenant in our use of animals, we have also established standards regarding the use of animals in the marketing of
Pfizer products. If advertisements featuring animals are used, any animal shown should be healthy and in a natural or appropriate setting.
Non-human primates should not be used in the advertising of Pfizer products, and other wild animals will also not be used unless they are
shown in their natural setting or portrayed through animation or computer-generated graphics.

This Policy represents Pfizer’s commitment to high-quality animal care and welfare throughout our business, and to the replacement, reduction andrefinement of the use of animals in research. We are equally committed to bringing important and safe new medicines to patients.
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Schedule 1.17
Candidates
[***]

[***]

[***]

[***]

[***]

[***]
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[***]
[***]
[***]
[***]
[***]
[***]
[***]

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[***]

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Schedule 1.36
Current Licenses
[***]
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Schedule 1.40
Developing Countries List
[***]
[***]
[***]
[***]
[***]
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[***]
[***]
[***]
[***]
[***]
[***]
[***]
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Schedule 1.41
Initial Development Budget
To be agreed by the Parties in accordance with Section 2.2 and added after the Signing Date.
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Schedule 1.77
Initial Manufacturing Plan
To be agreed by the Parties in accordance with Section 2.2 and added after the Signing Date.
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Schedule 4.1
Commercialization Agreement Term Sheet
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ANNEX AABAC Compliance Certification[I/I on behalf of Party] hereby certify:
1.

[I have/Party has] communicated our International Anti-Bribery and Anti-Corruption Principles to all persons acting on [my/its] behalf inconnection with work under this Agreement, including any agents, contractors, or subcontractors;

2.

With respect to any [Products], payments, or [Services] provided under this Agreement, [Party] has not taken any action directly or indirectly to(i) offer, promise, provide, or authorize the offer or provision of money or anything of value, in order to improperly or corruptly seek to influence
any Government Official or any other person in order to obtain or retain business or any other improper business advantage; (ii) request or accept
any such improper payment; or (iii) cause a violation of any applicable Anti-Corruption Law. For example, this includes providing any
inducement for such Government Official or person to approve, reimburse, prescribe, or purchase a [Product], to influence the outcome of aclinical trial, or otherwise to benefit [Counterparty]’s business activities improperly;

3.

[Party] has ensured that it and every agent, contractor, or subcontractor performing [Services] in connection with the Agreement has agreed tocomply with and be bound by the provisions of the Agreement;

4.

[Party has] met all relevant disclosure obligations required under the Agreement; and5.

To the extent requested by Pfizer, any persons acting on behalf of [me/Party] in connection with the Agreement, have completed anti-corruption
compliance training provided by Pfizer.

COMPANY NAME: ___________________________
NAME: ___________________________TITLE: ____________________________
DATE: ____________________________
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Schedule 5.5
Potential Third Party Funders
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Schedule 7.3.5
Decision-Making Rights
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Schedule 9.1.1
Responsiblities delegated to Pfizer in the USA or other countries in the Territory where it is the Lead Development Party
Subject to the Agreement, the activities delegated to Pfizer will be managed within Pfizer’s quality systems including:
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Schedule 9.2.7
Pharmacovigilance Agreement Term Sheet
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Schedule 12.3
Disclosures
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Schedule 12.3.4
BioNTech Patent Rights existing as of the Effective Date
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BioNTech Management with Knowledge
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