Exhibit 10.42


 


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.


 


1st Amendment to the


 


DEVELOPMENT AND LICENSE AGREEMENT
(“Agreement”), 


 


effective as of November 9, 2017


 


between





 


CureVac
AG


Friedrich-Miescher-Straße
15, 72076 Tübingen, Germany

(hereinafter called "CureVac")


 


and


 


CRISPR
Therapeutics AG


Baarerstrasse
14, 6300 Zug, Switzerland

(hereinafter called "CRISPR")





 


WHEREAS, CRISPR and CUREVAC entered into the Agreement.


 


WHEREAS, The Parties wish to adjust the Agreement regarding
substitution of Program 1 and the [*****] Program.


 


THEREFORE, the Parties consent and mutually agree to amend the
Agreement as follows.


 


		1.	Definition of Reserved Program shall be amended to read:



 


1.73 “Reserved Program” shall mean any
program that [*****].





 






     


     


    

 


		2.	Section 4.2(b) shall hereby be replaced in its entirety and amended to read:



 


Program 1 Substitution Process. With respect to
Program 1, until [*****], CRISPR shall be permitted once to substitute [*****] [*****] for an alternative indication,
provided the intended indication has an incidence approximately the same or less than the indication [*****]. The
substitution process shall be as follows: CRISPR shall provide CureVac written notice of its request to substitute a target
for Program 1 by [*****]. If CureVac provides CRISPR notice that a proposed substitution for Program 1 is a Reserved Program,
CureVac shall notify CRISPR within [*****] days after the date on which CureVac receives notice of the proposed substitution
if such proposed substitution is a Reserved Program. CureVac shall, if requested by CRISPR in writing, provide CRISPR with
such evidence to support that such proposed substitution is a Reserved Program. If after providing such evidence, CRISPR
concludes that such a substitution is not a Reserved Program, CRISPR will so notify CureVac, and CureVac will provide such
evidence as CureVac believes is reasonably required to establish that such substitution is a Reserved Program to an
independent attorney or other expert with experience that is relevant to the dispute and reasonably acceptable to both
Parties. Such independent expert will review and make a determination in accordance with this Agreement regarding whether
such proposed substitution is a Reserved Program. The independent expert shall promptly notify the Parties of its
determination as to whether a proposed substitution is a Reserved Program, but shall not disclose to CRISPR information
provided by CureVac in connection with such determination. The independent expert’s determination shall be binding on
the Parties, absent a manifest error of such expert's determination. If the independent expert determines such proposed
substitution is a Reserved Program, CRISPR shall be permitted to substitute another target for Program 1; if the independent
expert determines such proposed substitution is not a Reserved Program, such proposed substitution shall become the target
for Program 1. For clarity, the replacement of the primary gene for a back-up gene (as set forth in Attachment G) in
accordance with 4.2(a) is not considered a Program 1 substitution.


 


		3.	Section 4.2(c) shall hereby be added and shall read:



 


Substitution Fee. In the event CRISPR substitutes
Program 1, a Substitution Fee of [*****] is due within [*****] business days of confirmation of the new target by CureVac, or once
the target is confirmed not to be a Reserved Program in accordance with the procedures set forth in Section 4.2(b) above.





 






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		4.	Section 4.3(a) of the Agreement shall hereby be replaced in its entirety and amended to read:



 


Substitution. With respect to the [*****] Program,
until [*****], CRISPR shall be permitted once to substitute an alternative program for [*****], using the procedures set forth
in Section 4.3(b), provided the intended indication has an incidence approximately the same or less than the indication [*****].
The substitution is subject to the substitution fee set forth below in Section 4.3(c), and the milestones set forth in Section
5.4(c) shall not be adjusted for any [*****] Program substitution. For clarity, even if the [*****] Program had already achieved
several milestones, the substitution program would have to pay those milestones again.





 


		5.	In Section 4.3(b) shall hereby be replaced in its entirety and amended to read:



 


[*****] Program Substitution Process. CRISPR shall
provide CureVac written notice of its request to substitute a target for the [*****] Program by [*****]. If CureVac provides CRISPR
notice that a proposed substitution for the [*****] Program is a Reserved Program, CureVac shall notify CRISPR within [*****] days
after the date on which CureVac receives notice of the proposed substitution if such proposed substitution is a Reserved Program.
CureVac shall, if requested by CRISPR in writing, provide CRISPR with such evidence to support that such proposed substitution
is a Reserved Program. If after providing such evidence, CRISPR concludes that such a substitution is not a Reserved Program, CRISPR
will so notify CureVac, and CureVac will provide such evidence as CureVac believes is reasonably required to establish that such
substitution is a Reserved Program to an independent attorney or other expert with experience that is relevant to the dispute and
reasonably acceptable to both Parties. Such independent expert will review and make a determination in accordance with this Agreement
regarding whether such proposed substitution is a Reserved Program. The independent expert shall promptly notify the Parties of
its determination as to whether a proposed substitution is a Reserved Program, but shall not disclose to CRISPR information provided
by CureVac in connection with such determination. The independent expert’s determination shall be binding on the Parties,
absent a manifest error of such expert's determination. If the independent expert determines such proposed substitution is a Reserved
Program, CRISPR shall be permitted to select another target for the [*****] Program; if the independent expert determines such
proposed substitution is not a Reserved Program, such proposed substitution shall become the target for the [*****] Program.


 






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		6.	In Article 6 “Confidentiality”, the following shall be added to the end of Section 6.1:



 


For the purposes of this Article 6 and its Sections
6.1-6.5 and 6.7, Casebia may be a Receiving Party or a Disclosing Party, as the case may be, to allow exchange of Confidential
Information amongst CureVac, CRISPR and Casebia.





 


		7.	In Article 15.2 CureVac’s address shall be changed to:



 


CureVac AG

Friedrich-Miescher-Str. 15

72076 Tübingen

Germany

Attention: CEO and General Counsel


 


		8.	This 1st Amendment shall enter into force upon signature by both Parties. The remaining terms and conditions of
the Agreement shall remain in full force and effect. Capitalized terms used in this 1st Amendment shall have the same meaning as
defined in the Agreement.



 


	CUREVAC
    AG	 	CRISPR
    Therapeutics AG
	 	 	 
	By:	/s/
    [*****]	 	By:	/s/
    [*****]
	Name:	[*****]	 	Name:	[*****]
	Title:	Senior Legal Counsel	 	Title:	President
	 	 	 
	By:	/s/ [*****]	 	 
	Name:	[*****]	 	 
	Title:	Legal Counsel	 	 




 






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