Exhibit 10.48


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.


 





 


Amendment Number 1





To the "Framework Partnering
Agreement" Dated 15 February 2019





 


(CEPI Identification #: [•])


 


Summary


 


	COUNTERPARTY
    INFORMATION
	Name:	CureVac AG (“Partner”)
	Mailing
    Address:	[*****]
	Project
    Lead:	[*****]
	Management
    Contact:	[*****]


 


	CEPI
    INFORMATION
	Name:	Coalition
    for Epidemic Preparedness Innovations ("CEPI")
	Mailing
    Address:	PO
    Box 123 Torshov, N-0412 Oslo, Norway
	Visiting
    Address:	Marcus
    Thranes gate 2, N-0412 Oslo, Norway
	Project
    Lead:	[*****]
	Management
    Contact:	[*****]


 


	AMENDMENT
    AGREEMENT INFORMATION
	Project
    Name	Vaccine
    Platform Development
	CEPI
    Programme Name	 
	Effective
    Date	Date
    of last signature below
	This
    Amendment:	The
    Amendment Number 1 means this Summary sheet together with the following pages.







     


     


    

 


THIS AMENDMENT NUMBER 1 is made
by and between Partner and CEPI, either of which may be referred to individually as a "Party" and together as the "Parties."


 


Recitals:


 


		A.	This
                                         Amendment Number 1 amends the Framework. Partnering Agreement between the Parties having
                                         an effective date of 15 February 2019 ("FPA").



 


		B.	The
                                         Parties wish to make certain amendments to the FPA to facilitate the development and
                                         commercialization of Partner's COVID-19 vaccine candidate ("CVnCoV"), the initial
                                         development of which is described in the "Work Package Statement for the Development
                                         of CureVac Outbreak Response to Novel Coronovirus (2019-nCoV)" having an effective
                                         date of 29 January 2020. For convenience, this Work Package is referred to as the
                                         "CVnCoV Work Package."



 


		C.	The
                                         Parties contemplate that Partner shall negotiate and sign one or more agreements to provide
                                         CVnCoV to organizations operating under the auspices of the COVAX Facility. Such organizations
                                         presently include Gavi and UNICEF.



 


		D.	The
                                         FPA is amended as follows only for CVnCoV. For the avoidance of doubt, the following
                                         amendments shall not be applicable to any vaccine covered by the FPA other than CVnCoV
                                         and shall not be applicable to the results of any Work Package other than the CVnCoV
                                         Work Package.



 


Agreement:


 


		1.	Trusted
                                         Manufacturers. The FPA provisions related to trusted manufacturers in Clauses 7.6
                                         (Trusted Manufacturers), 7.7 (Partner Nominees for Trusted Manufacturers), 7.8 (CEPI
                                         Nominees for Trusted Manufacturers), 7.9 (Additional Trusted Manufacturers) and 7.10
                                         (Disputes as to Trusted Manufacturers) as well as Section 7.5 (Meetings with Regulatory
                                         Authorities) are waived for CVnCoV. For the avoidance of doubt, Partner maintains the
                                         full right to partner the vaccine for further development (i.e., beyond the CVnCoV Work
                                         Package), manufacture, distribution and commercialisation subject only to Partner's various
                                         obligations in this Amendment Number 1 and the FPA.



 


		2.	Reporting
                                         Requirements. The FPA provisions related quarterly reports in Clause 7.11.5 (Quarterly
                                         Reports) are waived for CVnCoV. Notwithstanding the foregoing, Partner shall submit an
                                         annual report. In lieu of the obligations under Section 7.5, Partner shall inform
                                         CEPI of the outcome of any major meetings with Regulatory Authorities, and any significant
                                         communications from Regulatory Authorities relating to the Platform and/or CVnCoV.



 


		3.	Notification
                                         and Approval of Additional Funders. The FPA provisions related to notification and
                                         prior written consent requirement of CEPI regarding other funders and supporters in Clause
                                         7.11.10 (Partner Funder Requirements) and Clause 3.11 (Third Party funding or support
                                         of the Project) are waived for CVnCoV.
	 	 	 



  




    2


     


    

 





		4.	Achieving Equitable
Access. A new Section 7.11.16 (Achieving Equitable Access) is added after Clause 7.11.15 (Regulatory Filings - which
is waived for CVnCoV) to apply only for CVnCoV:



 


"7.11.16.     Achieving
Equitable Access for Utilization of CVnCoV.


 


		(i)	Equitable
                                         access commitments of Partner pursuant to Clause 7.11.9 (iv) to (vi) shall
                                         be considered to be fulfilled upon (a) the timely, and good faith participation
                                         in the 2021 UNICEF/PAHO tender, and any subsequent corresponding tender for 2022 and
                                         2023 (if applicable); and (b) if such tenders are successful, supply of Partner's
                                         capacity for distribution of CVnCoV vaccine based on the following terms:






-      For
2021 10%, through participation in the currently ongoing UNICEF/PAHO tender process;





-      For
2022 and 2023 (if applicable) 15%, through participation in the applicable COVAX process (i.e., Gavi/UNICEF/PAHO, as applicable)





with a priority towards Gavi/LICs, and at tiered prices, in both cases as may be agreed in the tender
process.


 


		(ii)	Partner
                                         to participate in the ongoing UNICEF/PAHO tender to secure up to [*****] doses of COVID vaccine
                                         in 2021. Of Partner's planned total capacity for distribution of CVnCoV vaccines in 2021
                                         (est. [*****] mds.), 10% allocation (est. [*****] mds.) to the UNICEF/PAHO tender starting in
                                         Q3 2021.



 


		(iii)	For
                                         the avoidance of doubt, the definitive number of doses and pricing for the supply of
                                         the CVnCoV vaccine shall be as determined by agreement between Partner and Gavi/UNICEF/PAHO,
                                         and will be no higher than the lowest price charged by Partner for the sale of CVnCoV
                                         vaccines to a third party of a similar volume and to a country of similar income level.



 


		(iv)	Proposed
                                         pricing by Partner for negotiations with Gavi/UNICEF/PAHO for
supply in 2021:









-      [*****]





-      [*****]





-      [*****]





-      [*****]


 


		(v)	Supply
                                         of CVnCoV vaccines in 2022 based on the same principles, but providing up to 15% of Partner's
                                         capacity for distribution of CVnCoV vaccine (est. [*****] mds.), at the same pricing as 2021.







    3


     


    




 





	 	(vi)	Partner makes no supply commitments beyond 2022, except as may be agreed between Partner and Gavi/UNICEF/PAHO.
	 	 	 
		(vii)	The
                                         commitment to participate in the tender / negotiate with Gavi/UNICEF/PAHO Facility shall
                                         remain binding on Partner through [*****] and continue as long as good faith
                                         negotiations between the parties continue.



 


		(viii)	Terms
                                         and conditions of supply of CVnCoV doses must be made in a timely manner that enables
                                         COVAX represented economies to receive the vaccine as soon as reasonably possible after
                                         receipt of Marketing Authorization, respecting Partner's existing contractual obligations,
                                         and latest [*****]. Partner will equally respect its supply commitments
                                         towards its customers that receive CVnCoV on a [*****],
                                         both with respect to timing and completeness of commitments.



 


		(ix)	Distribution
                                         of CVnCoV doses shall be made to any and all country income levels based upon COVAX country
                                         participation and associated allocation model.



 


		(x)	For
                                         the avoidance of doubt, Partner is otherwise is free to dispose of the remaining doses
                                         of CVnCoV in its sole discretion.



 


		5.	Approvals
                                         for Contractors and Subcontractors. The FPA provisions related to approvals by the
                                         JMAG for the use of contractors and subcontractors in Clause 10.1 (Contractors and Sub-Contrators)
                                         are waived for CVnCoV.



 


		6.	Public
                                         Health License. The FPA provisions related to the public health license in Sections
                                         11 (Public Health License) and 12 (Conditions Precedent and Exercise of the Public Health
                                         License) are waived for CVnCoV.



 


		7.	Commercial
                                         Benefit Sharing. The FPA provisions related to the sharing of commercial benefits
                                         in Section 13 (Commercial Benefits Arising from Commercial Use) are waived for CVnCoV.



 


		8.	No
                                         Additional Funding from CEPI. For the avoidance of doubt, CEPI will not provide any
                                         additional funding beyond the previously agreed $15.3M for the CVnCoV Work Package.



 


Save as
set out above, all terms and conditions of the FPA shall remain unchanged and shall remain in full force and effect.






    4


     


    




 





Signed for and on behalf of COALITION
FOR EPIDEMIC PREPAREDNESS INNOVATIONS by:


 


 


	Signature:	[*****]	 
	 	 	 
	Name:	[*****]	 
	 	 	 
	Title:	[*****]	 
	 	 	 
	Date:	December 11, 2020	 
	 	 	 
	 	 	 
	Signed for and on behalf of CureVac AG by:	 
	 	 	 
	Signature:	[*****]	 
	 	 	 
	Name:	[*****]	 
	 	 	 
	Title:	[*****]	 
	 	 	 
	Date:	December 11, 2020	 
	 	 	 
	Signed for and on behalf of CureVac AG by:
	 
	 	 	 
	Signature:	[*****]	 
	 	 	 
	Name:	[*****]	 
	 	 	 
	Title:	[*****]	 
	 	 	 
	Date:	December 11, 2020	 







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