EX-10.23





 Exhibit 10.23 

THE SYMBOL “[***]” DENOTES PLACES WHERE CERTAIN IDENTIFIED 

INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) 

NOT MATERIAL, AND (ii) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE 

COMPANY IF PUBLICLY DISCLOSED 
 This
document is an English translation of a document prepared in German. In preparing this document, an attempt has been made to translate as literally as possible without jeopardizing the overall continuity of the text. Inevitably, however, differences
may occur in translation and if they do, the German text will govern by law. 
 In this translation, German legal concepts are expressed in English
terms and not in their original German terms. The concepts concerned may not be identical to concepts described by the English terms as such terms may be understood under the laws of other jurisdictions. 

2nd Additional Agreement 

to the 
 Sublease of
12.12.2012/14.01.2013 
 (hereinafter referred to as the “2nd Additional
Agreement”) 
 between 

University Medical Center of Johannes Gutenberg-Universität Mainz, 

55131 Mainz, Langenbeckstraße 1, 

represented by 
 the Chairperson
and Medical Chairperson [***], 
 the Academic Chairperson, (Univ.) [***], and 

the Commercial Chairperson [***] 

(hereinafter referred to as “Unimedizin”) 

and 
 BioNTech AG, 

55131 Mainz, An der Goldgrube 12, 

represented by 
 the Chairperson
[***] 
 (hereinafter referred to as “Sublessee” or “Biontech”) 

(Unimedizin and the Sublessee are hereinafter also 

referred to as the “Contracting Party” or the “Contracting Parties”) 

concerning 
 Laboratory and
administrative premises “An der Goldgrube 12” in 55131 Mainz. 
  

 
 On 12 December 2012/14
January 2013, Unimedizin and the Sublessee entered into a sublease concerning premises in the rental property with the address “An der Goldgrube 12” in “55131 Mainz” (hereinafter referred to as the “Sublease”). 












 In order to ascertain some lease agreements in the Sublease, on 09.07.2014 the Contracting Parties entered
into a “1st Additional Agreement to the Sublease of 12.12.2012/14.01.2013” (hereinafter referred to as the “1st Additional
Agreement”). 
 Moreover, Ganymed Pharmaceuticals AG (hereinafter referred to as “Ganymed”), which is also a sublessee of premises in the
aforementioned rental property, with the consent of Unimedizin, sublet two of the spaces which it had rented from Unimedizin, by means of the “Sublease for Commercial Premises between Ganymed Pharmaceuticals AG and BioNTech AG” dated
27.01.2015 (hereinafter referred to as “GM – Biontech Sublease”) to the Sublessee/Biontech. The premises are Room No. 3-059 (surface area
12.61m2) and Room No. 3-062 (surface area 20.93m2). 

In consultation with Unimedizin, the Sublessee/Biontech and Ganymed planned for further spaces in the aforementioned property currently rented by Ganymed to
be rented to the Sublessee/Biontech. For this purpose, both the Sublessee (Biontech) and Ganymed shall adjust their respective subleases directly with Unimedizin. The two aforementioned premises (Room
No. 3-059 and Room No. 3-062), subject of the Ganymed – Biontech Sublease, shall be rented directly to the Sublessee (Biontech) by Unimedizin at the same
time as the adjustment of this Sublease and removed in the sublease between Unimedizin and Ganymed correspondingly. The Ganymed – Biontech Sublease shall automatically end at the time of the handover of the additional rental spaces to Biontech,
which in turn takes place through the contract adjustment of the respective subleases of Ganymed and the Sublessee in relation to Unimedizin. 
 With this
proviso, Unimedizin and the Sublessee, by means of this 2nd Additional Agreement, would like to change and respectively adjust the spaces and premises rented by the Sublessee in the aforementioned
rental property as well as the rental cost, as agreed in the Sublease and in the 1st Additional Agreement, as of 01 May 2015. 

 

	 	1.	 The actual rental spaces rented by the Sublessee within the meaning of Section 1 Point 1 of the Sublease,
last modified by Points 2 and 4 respectively of the 1st Additional Agreement, shall henceforth, as of 01 May 2015, amount to: 



  
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	 Office spaces
	  	 	1,037.00m	2 
	 Laboratory spaces
	  			
		
	 •  Laboratory shared
	  	 	85.00m	2 
		
	 •  Laboratory spaces
	  	 	3,044.00m	2 
		
	 •  Special laboratory animals
	  	 	33.00m	3 
		
	 Filing and storage spaces
	  	 	182.00m	2 
	 Filing and storage spaces shared
	  	 	193.00m	2 
	 Stable spaces
	  	 	471.00m	2 
	 Conference rooms
	  	 	91.00m	2 
	 Shared rental and circulation areas
	  	 	496.00m	2 
	 Parking spaces
	  	 	48 spaces	 

 The calculation of the rental spaces and the utilisation units of the rental space are derived from the
“Area Overview (following amendment from May 2015)” drawn up by [***] (Ganymed) (appended to this Agreement as Appendix 1), and from the “Area Overview (grouped utilisation units ID) (following amendment from May 2015)”,
also drawn up by [***] (appended to this Agreement as Appendix 2). 
  

	2.	 Following an amendment to the extent of the rental spaces in accordance with Point 1 above, the monthly rental
cost shall be calculated in accordance with Section 6 Point 1 of the Sublease, last modified by Point 3 and respectively Point 5 of the 1st Additional Agreement as of 01 May 2015 as
follows: 


  

													
	 Utilisation units
	  	Price/m2	 	  	Area in m2	 	  	Price per utilisation
unit	 
	 Office spaces
	  	 	[***]	 	  	 	1,037.00m	2 	  	 	[***]	 
	 Laboratory spaces
	  				  				  			
				
	 •  Laboratory shared
	  	 	[***]	 	  	 	85.00m	2 	  	 	[***]	 
				
	 •  Laboratory spaces
	  	 	[***]	 	  	 	3,044.00m	2 	  	 	[***]	 


  
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	 •  Special laboratory animals
	  	 	[***]	 	  	 	33.00m	2 	  	 	[***]	 
				
	 Filing and storage spaces
	  	 	[***]	 	  	 	182.00m	2 	  	 	[***]	 
	 Filing and storage spaces shared
	  	 	[***]	 	  	 	193.00m	2 	  	 	[***]	 
	 Stable spaces
	  	 	[***]	 	  	 	471.00m	2 	  	 	[***]	 
	 Conference rooms
	  	 	[***]	 	  	 	91.00m	2 	  	 	[***]	 
	 Shared rental and circulation areas
	  	 	[***]	 	  	 	496.00m	2 	  	 	[***]	 
	 Parking spaces
	  	 	[***]	 	  	 	48 spaces	 	  	 	[***]	 
	 Subtotal
	  				  				  	 	[***]	 
	 Surcharge 1%
	  				  				  	 	[***]	 
	 Total monthly rent
	  				  				  	 	[***]	 

  

	 	3.	 In accordance with Section 3 No. 2 of the Sublease, a report is to be drawn up concerning the
handover and signed by both Contracting Parties. Given the fact that Ganymed is releasing rental space and premises to Unimedizin and Unimedizin is in turn directly handing these over to the Sublessee, the Contracting Parties agree that the rental
space and premises shall be directly handed over to the Sublessee by Ganymed. The Sublessee shall draw up a handover report with Ganymed in this respect. The areas and premises rented to the Sublessee shall be listed in the handover report and any
established defects shall be documented in the said report. For the handover of the premises, as well as the drafting of the handover report, either a representative of Unimedizin or, in consultation with Unimedizin, a representative of SANIPharma
GmbH (owner of the rental property), shall be involved. 


 The Sublessee shall verify the defects in the rental object in
its current condition listed in the handover report of 05.06.2014 (this is appended to the 1st Additional Agreement as Appendix 2 and both Contracting Parties have a copy thereof) concerning the
handover of the rental object from Unimedizin to the Sublessee (Biontech) upon the handover of the relevant rental space and premises to the Sublessee (Biontech) and shall document them in the report correspondingly. 

The handover report shall be appended to this 2nd Additional Agreement as Appendix 3
following the handover date. 

  
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 Unimedizin shall include a provision corresponding to the above in the additional agreement
or supplementary agreement between it and Ganymed. 
  

	 	4.	 Apart from the above, the provisions of the Sublease and the
1st Additional Agreement shall remain unchanged. 


 Appendices: 

Appendix 1: Area Overview (following amendment of May 2015) 

Appendix 2: Area Overview (grouped utilisation units ID) (following amendment of May 2015) 

Appendix 3: Handover Report (to be provided later after handover date). 

- Signature page follows - 

  
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	Mainz, June 8, 2015	  		  	Mainz, 11.06.15
				
	Sublessee:	  		  		  	Unimedizin:
				
	BioNTech AG	  		  		  	Universitätsmedizin
	Mainz	  		  		  	of Johannes Gutenberg-Universität Mainz
		  		  		  	- Public Corporation –
				
	 [signature]
	  		  		  	 [signature]

	Name: [***]	  		  	Name:	  	[***]
	Title: Managing Director, CFO	  		  		  	Title. Director service centre purchasing and
		  		  		  	logistics
				
		  		  		  	 [signature]

		  		  		  	Name: [***]
		  		  		  	Title: Director department central services

 Approved by the owner of the property and building, SANIPharma GmbH, Haidgraben 5, 85521 Ottobrunn: 

  
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 Mainz  

Ottobrunn, 02.06.2015 
 P.p. [signature]

 [***]     [illegible] 
 Managing Director

 ... 

  














					
	Building “An der Goldgrube 12, Mainz”	  	 Area Overview

(following amendment of May 2015)
	  	by Dirk Brinkhus (Ganymed)

 [***] 

  














					
	Analysis Overview Areas NEW	  	1 / 1	  	

  

			
	 BILINGUAL KEY ST PAGE 7

	DE	  	EN
	Berechnung der Mietkosten mit gerundeten Flächenangaben	  	Calculation of the rent costs with rounded surface area information
	Angaben Mietvertrag	  	Lease information
	Nutzungseinheitnen	  	Utilisation units
	Kosten/QM	  	Costs/m2
	Summe von Fläche	  	Total surface area
	Summe von Fläche Ganymed	  	Total surface area Ganymed
	Summe von Summe Kosten Ganymed	  	Total of total costs Ganymed
	Summe von Fläche BioNTech (QM)	  	Total surface area BioNTech (m2)
	Summe von Summe Kosten BioNTech	  	Total of total costs BioNTech
	Büroflächen	  	Office spaces
	Ergebnis	  	Result
	Labor Gemeinschaftlich	  	Laboratory shared
	Laborflächen	  	Laboratory spaces
	Speziallabor Tiere	  	Special laboratory animals
	Archiv und Lagerflächen	  	Filing room and storage spaces
	Archiv und Lagerflächen Gemeinsam	  	Filing room and storage spaces shared
	Tierstallflächen	  	Stable spaces


  














			
	Konferenzräume	  	Conference rooms
		
	Gemeinschaftl. Mietflächen bzw. Verkehrsflä[chen]	  	Shared rental surface area and circulation areas
		
	Gesamtergebnis	  	Total result
		
	zzgl. Parkplätze	  	Plus parking spaces
		
	Zwischensumme	  	Subtotal
		
	zzgl.1% Zuschlag	  	Plus 1% surcharge
		
	Monatsmiete Gesamt (nach Flächenänderung)	  	Monthly rent total (after area variation)
		
	Stellplätze	  	Parking spaces

  

					
	Building “An der Goldgrube 12, Mainz”	  	Area Overview (grouped utilisation units ID)	  	by Dirk Brinkhus (Ganymed)
		  	(following amendment of May 2015)	  	

 [***] 

  














					
	Analysis surfaces NEW grouped	  	1 / 9	  	

  

					
	Building “An der Goldgrube 12, Mainz”	  	Area Overview (grouped utilisation units ID)	  	by Dirk Brinkhus (Ganymed)
		  	(following amendment of May 2015)	  	

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	Building “An der Goldgrube 12, Mainz”	  	Area Overview (grouped utilisation units ID)	  	by Dirk Brinkhus (Ganymed)
		  	(following amendment of May 2015)	  	


  













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	Building “An der Goldgrube 12, Mainz”	  	Area Overview (grouped utilisation units ID)	  	by Dirk Brinkhus (Ganymed)
		  	(following amendment of May 2015)	  	

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	Building “An der Goldgrube 12, Mainz”	  	Area Overview (grouped utilisation units ID)	  	by Dirk Brinkhus (Ganymed)
		  	(following amendment of May 2015)	  	

 [***] 

  














					
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	Building “An der Goldgrube 12, Mainz”	  	Area Overview (grouped utilisation units ID)	  	by Dirk Brinkhus (Ganymed)
		  	(following amendment of May 2015)	  	

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	Building “An der Goldgrube 12, Mainz”	  	Area Overview (grouped utilisation units ID)	  	by Dirk Brinkhus (Ganymed)
		  	(following amendment of May 2015)	  	

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	Analysis surfaces NEW Grouped	  	7 / 9	  	


  














					
	Building “An der Goldgrube 12, Mainz”	  	Area Overview (grouped utilisation units ID)	  	by Dirk Brinkhus (Ganymed)
		  	(following amendment of May 2015)	  	

 [***] 

  














					
	Analysis surfaces NEW Grouped	  	8 / 9	  	

  

					
	Building “An der Goldgrube 12, Mainz”	  	Area Overview (grouped utilisation units ID)	  	by Dirk Brinkhus (Ganymed)
		  	(following amendment of May 2015)	  	

 [***] 

  














					
	Analysis surfaces NEW Grouped	  	9 / 9