Exhibit 10.38


 


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.


 


 


 


	CureVac
                                         AG • Friedrich-Miescher-Straße 15, 72076 • Tübingen • Germany

                                          

                                         To:


 


Bill & Melinda Gates Foundation ("BMGF")

Attn:Carolyn Ainslie, Chief Financial Officer GSK

Biologicals SA a Belgian corporation with offices at Rue 

de I'Institut 89, 1330 Rixensart ("GSK"), t/t/a Roger

Connor, President of Vaccines

	CureVac
                                         AG


Dr. Franz-Werner Haas


Acting CEO


 


T       +49
7071 9883-1234


 


franz-werner.haas@curevac.com

Page 1


July 15, 2020

 






 


Dear Carolyn,


Dear Roger,


 


Letter agreement regarding the alignment between the Global
Access Commitments Agreement between CureVac and BMGF and the collaboration and license agreement between CureVac and GSK in the
field of mRNA-based vaccines and monoclonal antibody therapies against infectious diseases.


 


I
am writing to you on behalf of CureVac AG, a German corporation with offices at Friedrich-Miescher-Str 15, 72076
Tübingen, ("CureVac") to confirm the agreement between our respective organisations regarding the alignment
of, on the one hand, the Global Access Commitments Agreement dated 13 February 2015 between CureVac and BMGF ("Global
Access Commitments Agreement"), as well as the grant agreements and other agreements between CureVac and BMGF listed in
Appendix A regarding the initiation and conduct of development programs for vaccines and medicines based on CureVac's mRNA
technology platform against a number of infectious diseases, referred to in the Global Access Commitments Agreement as
"Target Diseases and Conditions" (the Global Access Commitments Agreement and agreements listed in Appendix A,
being referred to as the "BMGF Agreements"), and on the other hand, the Collaboration and License Agreement dated
as of the date of this letter agreement between GSK and CureVac for a mutually exclusive partnership for the development
of vaccines and/or monoclonal antibodies based on CureVac's mRNA technology platform, targeting infectious disease pathogens
(the "CLA").


 


Effective on the execution of the CLA and closing of
the equity investment contemplated in the CLA (Effective Date"), CureVac, GSK and BMGF hereby agree as follows:


 


		1.	Subject to the other terms of this agreement, BMGF hereby releases CureVac
of any and all Global Access Commitments (as defined in the BMGF Agreements on the Effective Date) for the following vaccines and
other medicines developed or to be developed under the CLA:



 


		(a)	Any vaccine based on CureVac's mRNA technology platform for the prophylaxis or treatment of
                                                                                                        [*****] virus infections in humans ("[*****] Vaccines"), which may include, without limitation:



 


		i)	an
                                                                                                        [*****] vaccine based on CureVac's mRNA technology platform that is expected to
                                                                                                        [*****] ("[*****] Vaccine"),



 


	CureVac AG


Friedrich-Miescher-Straße 15 

72076 Tübingen


P 07071 98830

 info@curevac.com


www.curevac.com

 	Management Board


Dr. Ingmar Hoerr (Chairman),


Dr. Franz-Werner Haas, Dr. Mariola Fotin-Mleczek,

Dr. Florian von der Mülbe, Pierre Kemula


 


Chairman of the Supervisory Board


Jean Stephenne

	Registered Seat


Local Court Stuttgart


HRB 754041


 


 


Tax No.


86111/81703


VAT-ID:  DE 221 393


632


 	Bank Details


 


Kreissparkasse Tübingen


Bank Code:  641 500 20


Account:  122
885


IBAN:  DE68 6415 0020 0000 1228 85


SWIFT-BIC
SOLA DE S1 TUB

 



 






     


     


    

 


 


 


		ii)	an
                                                                                                        [*****] vaccine based on CureVac's mRNA technology platform offering
broad protection
                                                                                                        [*****] ("[*****] Vaccine"), and



		iii)	an influenza vaccine based on CureVac's mRNA technology platform providing prophylaxis or treatment
of a [*****] of
                                                                                                        [*****] virus infections in humans ("[*****] Vaccine").



(The [*****] Vaccines developed and/or commercialized under
the CLA shall be referred to as the "GSK
                                                                                                        [*****] Vaccines.")


 


		(b)	Any vaccine or other medicine based on CureVac's mRNA technology platform
for the prophylaxis and/or treatment of a
                                                                                                        [*****] virus infection.



 


		(c)	Any vaccine or other medicine based on CureVac's mRNA technology platform
for the prophylaxis and/or treatment of a human
                                                                                                        [*****] infection.



 


(the vaccines and medicines
referred to in items (a) to (c) inclusive shall jointly be referred to as the "CLA Products").


 


		2.	The release set forth in Section 1 above shall remain in effect with respect to a CLA Product
                                                            for as long as a vaccine or medicine of that nature is in development or being commercialized under the CLA. For clarity, the
                                                            release in Section 1 above shall terminate as to any vaccine or medicine for which GSK has terminated the development or
                                                            commercialisation in accordance with the CLA.



 


		3.	Notwithstanding Section 1 above, GSK acknowledges and agrees that BMGF has certain rights
                                                            under the Global Access Commitments Agreement to require CureVac to initiate and/or continue Projects (as defined in the
                                                            Global Access Commitments Agreement or any other BMGF Agreements on the Effective Date), including, without limitation, for
                                                            (i) a [*****] Vaccine intended to substantially meet the interventional TPP in Appendix B, (ii) Projects initially aimed at a
                                                            [*****] Vaccine that substantially meet the interventional TPP in Appendix B, (iii) Projects aimed at vaccines based on the
                                                            concepts described in the Grant Agreement [*****] and/or (iv) Projects aimed at a [*****] Vaccine and/or [*****]
                                                            Vaccine. Without limiting the foregoing, and for further clarity BMGF retains the right to continue work on the concept of
                                                            [*****] that were demonstrated to be feasible because of the lack of antigen interference shown in [*****]. Nothing in this
                                                            letter agreement relieves CureVac from its obligation to (i) engage in Projects as defined above recognizing that Projects
                                                            may be initiated under new agreements or (ii) publish or otherwise disseminate data and results arising from activities under
                                                            the Projects. The aforementioned [*****] Vaccines and any other [*****] vaccines developed as part of one or more Projects
                                                            shall be referred to as the "BMGF
                                                                                                        [*****] Vaccines".



 


		4.	Except as specifically defined otherwise in this agreement, and unless otherwise
agreed by GSK, CureVac and BMGF in writing in accordance with this agreement, CureVac will conduct BMGF-funded Projects separately
from and in parallel to any vaccine or other medicine development program conducted
by CureVac and GSK under the CLA, and put in place adequate firewalling measures to ensure such separation.



 






    Seite 2


     


    

 


 


 


		5.	Subject to the execution of an appropriate confidentiality agreement, BMGF, CureVac and GSK
                                                            will as soon as reasonably possible following the Effective Date define a process to (i) exchange between them, at an agreed
                                                            frequency, information regarding the status, progress and results of their respective efforts to develop [*****] Vaccines,
                                                            including the sharing of development data for use in support of the development of the respective [*****] Vaccines, and (ii)
                                                            discuss and agree upon the publication of information, results and development data relating to the respective [*****]
                                                            Vaccines, in a manner that encourages the dissemination of scientific findings, so that CureVac and BMGF may timely publish
                                                            Funded Developments (as defined in the BMGF Agreements on the Effective Date) in compliance with BMGF's Open Access Policy,
                                                            while enabling the parties to preserve their intellectual property interests, and (iii) discuss in good faith the approach
                                                            for other matters where (iv) decisions taken by BMGF alone or together with CureVac may materially adversely impact the
                                                            development of GSK
                                                                                                        [*****] Vaccines or (y) decisions taken by GSK alone or together with CureVac may materially adversely
                                                            impact the development of BMGF
                                                                                                        [*****] Vaccines.



 


		6.	GSK acknowledges and agrees that the development by CureVac, its Affiliates or the
                                                            Sublicensees (as defined in Section 7 below) of BMGF
                                                                                                        [*****] Vaccines or any other products under Projects (current or
                                                            future), and the making available and accessible by CureVac or BMGF or any of their respective Affiliates or Sublicensees of
                                                            such BMGF
                                                                                                        [*****] Vaccines or any other products under Projects for the benefit of people in Access Countries (as defined
                                                            in the Global Access Commitments Agreement on the Effective Date) in accordance with the BMGF Agreements or subsequent
                                                            agreements for Projects (including associated manufacturing, marketing, distribution and import and export activities) will
                                                            not constitute a breach by CureVac of the exclusivity granted to GSK under the CLA. On the other hand BMGF acknowledges and
                                                            accepts that CureVac is bound towards GSK to not market or commercialize, solely or with any other party, the BMGF
                                                                                                        [*****] Vaccines outside of Access Countries, nor to manufacture the BMGF
                                                                                                        [*****] Vaccines for the purpose of marketing or
                                                            commercializing them outside of Access Countries, nor to license such activities to any other party.



 


		7.	With regard to the BMGF
                                                                                                        [*****] Vaccines, GSK hereby grants to CureVac and
BMGF for these products or product candidates at any stage of development the following licenses (provided that BMGF confirms that
it will not be entitled to exercise the licenses unless and until the Global Access License (as defined in the Global Access Commitments
Agreement on the Effective Date) is properly exercised:



 


		(a)	a non-exclusive, royalty-free, fully paid-up, perpetual, irrevocable license
under the Licensed GSK IP for the sole purpose of researching and developing the BMGF
                                                                                                        [*****] Vaccines (including associated
import and export) anywhere in the world; provided, that clinical studies conducted outside the Access Countries and interactions
with regulatory authorities outside the Access Countries must be approved in advance and in writing by GSK, with this approval
not to be unreasonably conditioned, withheld, or delayed; and



 


		(b)	a non-exclusive, royalty-free, fully paid-up, perpetual, irrevocable license under the
                                                                 Licensed GSK IP to manufacture or have manufactured the BMGF
                                                                                                        [*****] Vaccines (including associated import and export)
                                                                 anywhere in the world, for the sole purpose of supporting the making available and accessible of BMGF
                                                                                                        [*****] Vaccines for
                                                                 the benefit of people in Access Countries (as defined in the Global Access Commitments Agreement on the Effective Date) in
                                                                 accordance with the BMGF Agreements; and



 






    Seite 3


     


    

 


 


 





		(c)	a non-exclusive, royalty-free, fully paid-up, perpetual, irrevocable license
under the Licensed GSK IP to market, distribute, offer for sale and/or sell BMGF
                                                                                                        [*****] Vaccines in Access Countries; and



 


CureVac may sublicense the rights
granted under the aforementioned licenses as reasonably necessary to conduct Projects for BMGF
                                                                                                        [*****] Vaccines or satisfy its
Global Access commitments for BMGF
                                                                                                        [*****] Vaccines.


 


BMGF
may sublicense the rights granted under the aforementioned licenses in accordance with the tenns of the Global Access License
set forth in the Global Access Commitments Agreement if such Global Access License is exercised. Where CureVac or BMGF
subcontracts portions of the activities set forth in items (a) and (c) above to a third party, such subcontractor shall
equally constitute a sublicensee. CureVac and BMGF shall remain liable to GSK for any act or omission of their respective
sublicensees (whereby CureVac shall not be liable to GSK for any act or omission by BMGF and BMGF shall not be liable to GSK
for any act or omission by CureVac).


 


Where
as a result of the use or exploitation by CureVac or BMGF or their pennitted sublicensees of Licensed GSK IP through the
development, manufacture or commercialisation of the BMGF
                                                                                                        [*****] Vaccines, GSK would owe a consideration to a third party
licensor of a Patent or Know-How Controlled by GSK pursuant to a license held by GSK or its affiliates that is in addition to
the consideration owed for the development, manufacture or commercialisation of GSK
                                                                                                        [*****] Vaccines or other GSK products
licensed under such head license, GSK may restrict the scope of such head license to the GSK
                                                                                                        [*****] Vaccines unless GSK,
CureVac and BMGF, acting reasonably and in good faith, have reached an agreement regarding the reimbursement of such
additional consideration attributable to the development, manufacture or commercialization of the BMGF
                                                                                                        [*****] Vaccines
(provided, that BMGF may elect in writing to forego such license, in which case, GSK may restrict such head license without
engaging in such negotiation).


 


Consistent
with the principles set forth in Section 6 and this Section 7, GSK grants CureVac an exception to the exclusivity of the
license granted by CureVac to GSK under the Patents and Know-How Controlled by CureVac pursuant to the CLA, limited to the
specific purpose of enabling CureVac to grant BMGF the Global Access License (as defined in the Global Access Commitments
Agreement on the Effective Date) under those Patents and Know-How Controlled by CureVac with regard to the BMGF
                                                                                                        [*****] Vaccines.


 


For the purpose
of this letter agreement, the following capitalized terms will have the following meanings:


 






    Seite 4


     


    


 


 


 


"Licensed
GSK IP" shall mean the Patents and Know-How Controlled by GSK resulting from the development, manufacture or other
exploitation of the GSK
                                                                                                        [*****] Vaccines in accordance with the CLA, excluding any GSK Background IP, whereby:


 


		-	"Patents" shall mean any and all patents and patent applications, including
                                                                                 provisional and non-provisional applications, reissues, extensions, substitutions, confirmations, re-registrations,
                                                                                 re-examinations, re-validations, patents of addition, supplementary protection certificates or the equivalents thereof,
                                                                                 continuations, continuations-in-part and divisionals thereof and all foreign counterparts, and the like of any of the
                                                                                 foregoing.



		 	 



		-	"Know-How" shall mean all technical, scientific
and other information, inventions, discoveries, trade secrets, knowledge, technology, means, methods, processes, practices, formulae,
instructions, skills, techniques, procedures, expressed ideas, technical assistance, designs, drawings, assembly procedures, computer
programs, apparatuses, specifications, development data, results, non-clinical, clinical, safety, process and manufacturing and
quality control data and information (including trial designs and protocols), and registration dossiers, in each case solely to
the extent confidential and/or proprietary and in written, electronic or any other form now known or hereafter developed.



		 	 



		-	"Controlled" shall mean with respect to a Patent or item of Know-How, that a party
                                                                                 or its affiliate owns or co-owns or has a license as of or after the Effective Date under such Patents or Know-How sufficient
                                                                                 to grant the license in question, provided that any Patents and Know-How licensed by CureVac to GSK under the CLA will not
                                                                                 constitute Patents and Know-How Controlled by GSK for the purpose of this letter agreement.



		 	 



		-	"GSK Background IP" means any Patents and Know-How Controlled by GSK at the
                                                                                 Effective Date or generated or acquired by or on behalf of GSK thereafter outside of the scope of the CLA or this letter
                                                                                 agreement.



 


		8.	BMGF acknowledges and agrees that in consideration of the aforementioned access to
                                                            information, development data and the aforementioned acknowledgements and agreements by GSK and the aforementioned licenses
                                                            granted by GSK, CureVac shall remain released with regard to the CLA Products as set forth in Sections 1 and 2,
                                                            notwithstanding the fact such products may benefit from, rely on or incorporate data, intellectual property or other elements
                                                            that qualify as Funded Developments (as defined in the BMGF Agreements on the Effective Date). GSK acknowledges and agrees
                                                            that in consideration of the aforementioned access to information, development data and the aforementioned acknowledgements
                                                            and agreements by BMGF and the hereinafter licenses granted by CureVac, CureVac shall have the right under the licenses
                                                            granted above to use any Licensed GSK IP and Patents and Know-How licensed by CureVac to GSK under the CLA in connection with
                                                            any Project(s) relating to a BMGF
                                                                                                        [*****] Vaccine and that such Licensed GSK IP and Patents and Know-How may become
                                                            incorporated in BMGF
                                                                                                        [*****] Vaccines or other Funded Developments related thereto. GSK confirms that it will disclose to
                                                            CureVac during the term of the CLA any "Invention" which shall mean an invention or discovery, whether or not
                                                            patentable, discovered, made, conceived and/or first reduced to practice during the term of the CLA by or on behalf GSK or
                                                            Affiliates of GSK, alone or jointly with each other and/or any third party, which arise from the performance of activities
                                                            under the CLA, including all related patents and patent applications, and will ensure that CureVac has access to all Know-How
                                                            included in the Licensed GSK IP.



 






    Seite 5


     


    

 


 


 


		9.	CureVac and BMGF acknowledge and agree that any Patents and Know-How resulting
from the development of the BMGF
                                                                                                        [*****] Vaccines will be Controlled by CureVac and shall form part of the licensed CureVac Technology
(as defined in the CLA on the Effective Date) at no additional cost or royalty to GSK.



 


		10.	At the request of a party, the other parties will work in good faith to negotiate and enter
                                                              into a collaboration or other arrangement by which the parties would combine development efforts for the [*****] Vaccine
                                                              being developed by GSK and CureVac under the CLA with those for the
                                                                                                        [*****] Vaccine being developed or
                                                              contemplated to be developed by CureVac under any BMGF agreement and/or a
                                                                                                        [*****] Vaccine that is
                                                              likely to meet the TPP in Appendix B. These collaborations or other arrangements would be subject to global access
                                                              obligations for Access Countries (as defined in the Global Access Commitments Agreement), including affordable pricing and
                                                              volume commitments, that would be reflective of the relative financial and other contributions of the parties. No party is
                                                              obligated to enter into such collaboration or other arrangement.



 


		11.	Subject to the waivers, releases and licenses granted by GSK to CureVac under this letter
                                                                agreement, CureVac confirms that it has and will retain sufficient rights and licenses under all intellectual property and
                                                                intellectual property rights owned or controlled by CureVac either (a) on the Effective Date or (b) in the conduct of
                                                                Projects funded by BMGF after the Effective Date, to satisfy the Global Access License and related requirements under the
                                                                Global Access Agreement. Further, CureVac confirms that nothing in the CLA limits CureVac's ability to perform its
                                                                obligations in the BMGF Agreements except as otherwise provided in this agreement.



 


		12.	The agreement between CureVac, BMGF and GSK set forth in this letter shall be effective on
                                                                the Effective Date and shall terminate upon the termination of the CLA. This agreement is void if the Effective Date does not
                                                                occur on or before September 30, 2020.



 


		13.	Without limiting CureVac's obligations under the BMGF Agreements, CureVac
confirms that it will not use funding provided by BMGF to conduct activities under the CLA and not use funding provided by GSK
to conduct activities under the BMGF Agreements.



 


		14.	No party will issue any press releases or other public announcements regarding this agreement
                                                                without the prior written approval of the other parties. No party will use the name or logo of the other party or its
                                                                affiliates in any public or promotional materials (including printed materials, email signatures, business cards, client
                                                                lists, letterhead and the like) without the prior written consent of that other party.



 


		15.	Except as expressly agreed otherwise in this agreement, the BMGF Agreements
remain in full force and effect in accordance with their respective terms.



 


No
amendment to or modification of this agreement will be binding unless such amendment or modification is agreed to in writing
and signed by a duly authorized representative of each of the other parties. Except as specifically provided for in this
letter agreement, nothing in this letter agreement will amend either the CLA or BMGF Agreements.


 






    Seite 6


     


    

 


 


 


		16.	This agreement will be construed and enforced in accordance with the laws
of the state of New York without regard to its conflicts of laws to the contrary. This agreement may be executed in counterparts.



 


Please return a countersigned copy of this to confirm your
understanding and acceptance of the above.


 


	 	Sincerely,
	 	 
	 	CUREVAC AG
	 	 
	 	/s/ Dr. Franz-Werner Haas
	 	By:	Dr. Franz-Werner Haas

	 	Title:	Active CEO/COO
	 	 
	 	/s/ Pierre Kemula
	 	By:	Pierre Kemula
	 	Title:  	CFO







 


[signature of GSK and BMGF follow on next page]


 






    Seite 7


     


    





 


 


 


By signing below, the
parties agree to be bound by the terms of the letter agreement regarding the alignment between the Global Access Commitments Agreement
between CureVac and BMGF and the collaboration and license agreement between CureVac and GSK in the field of mRNA-based vaccines
and monoclonal antibody therapies against infectious diseases.


 


	BILL
    & MELINDA GATES FOUNDATION	 
	 	 
	/s/
    Carolyn Ainslie 	 
	By:	Carolyn
    Ainslie	 
	Title:
       	Chief
    Financial Officer	 
	 	 
	 	 
	GLAXOSMITHKLINE
    BIOLOGICALS SA	 
	 	 
	 	 
	By:	 	 
	Title:	 	 




 






    Seite 8


     


    

 


 


 


By
signing below, the parties agree to be bound by the terms of the letter agreement regarding the alignment between the Global Access
Commitments Agreement between CureVac and BMGF and the collaboration and license agreement between CureVac and GSK in the field
of mRNA-based vaccines and monoclonal antibody therapies against infectious diseases.


 


	BILL
    & MELINDA GATES FOUNDATION	 
	 	 	 
	 	 
	By:	Carolyn
    Ainslie	 
	Title:  	Chief
    Financial Officer	 




 


GLAXOSMITHKLINE BIOLOGICALS SA










 


	/s/ Authorized Signatory	 	/s/
                   Authorized Signatory
	By: Authorized Signatory	 	By: Authorized Signatory
	   	 	 	 



 






    Seite 9


     


    

 


 


 


Appendix A


 


BMGF Agreements


 



                                                                                                        [*****]





 






    Seite 10


     


    

 


 


 



                                                                                                        [*****]


 






    Seite 11


     


    

 


 


 


Appendix B


 


[*****]



 






    Seite 12