Exhibit 10.40


 


REDACTED 

Certain identified information, indicated by [*****], has been excluded from the exhibit because it is both (i) not material and
(ii) would likely cause competitive harm if publicly disclosed.


 


SECOND AMENDMENT 


TO 


GLOBAL ACCESS COMMITTMENTS AGREEMENT


 


This FIRST
AMENDMENT TO GLOBAL ACCESS COMMITMENTS AGREEMENT ("Agreement") is effective as of the 15th day of July, 2020, by and
among the Bill & Melinda Gates Foundation, a Washington charitable trust that is a tax-exempt private foundation (the "Foundation")
and CureVac AG, a German stock corporation (the "Company").


 


WHEREAS,
the Foundation and the Company are parties to that certain Global Access Commitments Agreement, dated as of February 13, 2015
(the "Global Access Commitments Agreement").


 


WHEREAS, the
Foundation and the Company are parties to that certain letter agreement dated as of July 15, 2020, among GSK Biologicals SA, the
Foundation and the Company (the "GSK Letter Agreement").


 


WHEREAS, the
Foundation and the Company desire to make certain amendments to the Global Access Commitments Agreement to be effective upon the
Effective Date (as defined in the GSK Letter Agreement).


 


NOW, THEREFORE,
in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency
of which the parties hereto acknowledge, the parties agree as follows:


 


1.      Effective as of
the Effective Date, Section 2 of the Global Access Commitments Agreement is hereby amended by inserting the following term in alphabetical
order and the remaining defined terms are renumbered accordingly:


 


"GSK Letter Agreement" means that certain
letter agreement dated as of July 15, 2020, among GSK Biologicals SA, the Foundation and the Company.


 


2.       Effective as of the Effective Date,
the first sentence of Section 3(d) of the Global Access Commitments Agreement is hereby amended and restated in its entirety to
read as follows:


 


		(d)	Non-exclusive License. Subject to the Existing Agreements, in
                                                                 connection with and relating solely to each Project the Company will grant the Foundation a worldwide, non-exclusive,
                                                                 perpetual, irrevocable, fully-paid up, royalty-free license to the Funded Developments and the background intellectual
                                                                 property Controlled by the Company that is covering the Platform Technology to the extent reasonably required to use,
                                                                 research, develop, make, sell, and offer-for-sale the Funded Developments for the specific Project, including the Products
                                                                 developed under such Project (the "Global Access License"), but any development, manufacture, sale,
                                                                 offer-for-sale, importation or distribution of products is limited to importation into and distribution to people in Access
                                                                 Countries in a manner consistent with the Foundation's charitable purpose; provided that the Global Access License will only
                                                                 come into force (condition precedent) in the event of (i) the Company's insolvency, dissolution, (ii) an uncured
                                                                 Charitability Default (Section 8(a) shall apply accordingly) or (iii) the Company being unwilling or unable to initiate or
                                                                 continue any Project relating to a BMGF [*****] Vaccine (as defined in the GSK Letter Agreement), and provided the Company
                                                                 does not cure its unwillingness or inability to initiate or continue such Project under the Global Access Commitments
                                                                 Agreement within ninety (90) days after receipt of a written notice by the Foundation that the Global Access License would
                                                                 come into force owing to the Company's unwillingness or inability to initiate or continue such Project.



 






     


     


    

 


 3.       The Foundation and the Company hereby reaffinn their obligations pursuant to the Global Access Commitments Agreement.




 


 4.       Capitalized tenns used herein without definition shall have the meanings ascribed thereto in the Global Access Commitments Agreement.




 


 5.       Except as expressly modified by this Agreement, all tenns and conditions of the Global Access Commitments Agreement shall continue in full force and effect.




 


6.       This
Agreement is made pursuant to, and shall be construed and enforced in accordance with, the laws of the State of New York,
U.S.A. irrespective of the principal place of business, residence or domicile of the parties hereto and without giving effect
to otherwise applicable principles of conflicts of law that would give effect to the laws of another jurisdiction.


 


7.
      This Agreement may be executed in one or more counterparts, including by signatures delivered by facsimile or pdfs, each of
which shall be deemed an original, but all of which shall be deemed to be and constitute one and the same instrument.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 






     


     


    

 


IN WITNESS WHEREOF, the Parties have caused this Agreement
to be executed by their duly authorized representatives as of the date first written above.


  


	CUREVAC AG	 
	 	 
	By:	/s/ Pierre Kemula	 
	Name:	Pierre Kemula	 
	Title:	CFO	 
	 	 
	CUREVAC B.V.	 
	 	 
	By:	/s/ Franz-Werner Haas	 
	Name:	Franz-Werner Haas	 
	Title:	Managing Director 	 
	 	 
	CUREVAC Real Estate GmbH	 
	 	 
	By:	/s/ Florian von der Mülbe	 
	Name:	Florian von der Mülbe	 
	Title:	Managing Director	 
	 	 
	BILL & MELINDA GATES FOUNDATION	 
	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 




 






     


     


    

 


IN WITNESS WHEREOF, the Parties have caused this Agreement
to be executed by their duly authorized representatives as of the date first written above.


 


	CUREVAC
    AG	 
	 	 
	By:	 	 
	Name:	 	 
	Title:	 
	 	 
	CUREVAC
    B.V.	 
	 	 
	By:	 	 
	Name:	 	 
	Title:	 
	 	 
	CUREVAC
    Real Estate GmbH	 
	 	 
	By:	 	 
	Name:	 	 
	Title:	 
	 	 
	BILL
    & MELINDA GATES FOUNDATION	 
	 	 
	By:	/s/ Natalie
    Revelle	 
	Name:  	Natalie
    Revelle	 
	Title:
    Deputy Director, Strategic Investment Fund