Exhibit 10.46


 


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


 


COLLABORATION


 


AND LICENSE


 


AGREEMENT


 


Dated 19 December 2019


 


 


 


BETWEEN


 


 


 


GENMAB B.V.


 


 


AND


 


 


CUREVAC AG





 






     


     


    

 


SECOND AMENDMENT TO COLLABORATION AND LICENSE
AGREEMENT


 


This SECOND AMENDMENT TO COLLABORATION
AND LICENSE AGREEMENT (“ Second Amendment”) is made the 15thnd day of December 2020 (“Second Amendment
Effective Date”), by and between:


 


Genmab
B.V., KvK no. 3016 9902, a Dutch corporation having its principal office at Uppsalalaan 15, 3584 CM Utrecht, the Netherlands
(“Genmab”); and


 


CureVac
AG, a German corporation having its principal office at Friedrich-Miescher-Strasse 15, 72076 Tübingen, Germany
(“CureVac”).


 


(Genmab and CureVac are sometimes
hereinafter referred to collectively as the "Parties" or individually as a "Party")


 


RECITALS:


 


	A.	Genmab and CureVac entered into a Collaboration and License Agreement dated 19 December 2019 (the
 “Agreement”); and



 


	B.	Under
the Agreement the Parties committed to negotiate and enter into a clinical supply agreement within [*****] after the Effective
Date of the Agreement.



 


	C.	Genmab and CureVac then
entered into a First Amendment to Collaboration and License Agreement dated 19 December 2019 (the “First Amendment”)
to extend the deadline to negotiate and enter into a clinical supply agreement within [*****] after the Effective Date of the
Agreement



 


	D.	Genmab and CureVac would like to again extend the term for entering into such clinical supply agreement.



 


NOW, THEREFORE, in consideration
of the premises and the mutual covenants and agreements herein contained, and for good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree to the following:


 


	1.	Except as otherwise defined herein, the words and phrases in the Agreement shall have the same
meaning in this Second Amendment.



 


	2.	The first sentence of Section 6.2 of the Agreement is hereby deleted in its entirety and replaced
with the following:



 


“6.2. No
later than [*****], the Parties will enter into a clinical supply agreement and related agreements (including a quality
agreement) according to which CureVac shall Manufacture or have Manufactured for Genmab by an approved subcontractor under
Section 5.11 or by a CMO approved by Genmab, and will supply or have supplied to Genmab, Genmab’s demand for the Single
Antibody Product which is the subject of the First Program Research Plan (whether related to the First Collaboration Target
or any Replacement Target) to perform Clinical Phase I Studies (“Early Clinical Supply Agreement”).
[...]”


 


For avoidance of doubt, the
remainder of Section 6.2 of the Agreement shall remain in effect unchanged.


 






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	3.	This Second Amendment shall be subject to the same governing law as set forth in Section 17.4 of
the Agreement.



 


	4.	Save as set forth in this Second Amendment, all other terms and conditions of the Agreement shall
remain in full force and effect.



 


	5.	The Parties agree that this Second Amendment may be signed using a DocuSign® electronic signature.
Such electronic signature is the legally binding equivalent to a Party’s handwritten signature and it has the same validity,
enforceability and meaning as a handwritten signature and the Parties hereby waive any objection to the contrary.



 


***


 


IN WITNESS WHEREOF, the Parties
hereto have caused this Second Amendment to be executed and delivered as of the Second Amendment Effective Date.


 


	Genmab B.V.	 	CureVac AG
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	By:	/s/ Birgitte Stephensen	 	By:	/s/ Daniel Babka
	 	 	 	 	 
	 	 	 	 	 
	Name:	Birgitte Stephensen	 	Name:	Daniel Babka
	 	 	 	 	 
	 	 	 	 	 
	Title:	Senior Vice President, IPR & Legal	 	Title:	Senior Legal Counsel
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	By:	/s/ Dr. Ulrich Kruse
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	Name:	Dr. Ulrich Kruse
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	Title:	Senior Director IP Licensing



 






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