Exhibit 10.30


 


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.


 


CONFIDENTIAL


EXECUTION VERSION


 


TERMINATION AGREEMENT


 


between


 


CUREVAC AG


 


and


 


ELI LILLY AND COMPANY


 


This TERMINATION AGREEMENT is effective as of June
26, 2020 (the “Termination Date”) and is entered into by and among:


 


CUREVAC AG,
a German corporation (“CureVac AG”), having a place of business at Friedrich-Miescher-Strasse 15, 72076 Tübingen,
Germany;


 


CUREVAC REAL ESTATE GMBH, a German limited liability
company, having a place of business at Friedrich-Miescher-Strasse 15, 72076 Tübingen, Germany (CureVac AG and CureVac Real
Estate GmbH jointly “CureVac”) and


 


ELI LILLY AND COMPANY,
an Indiana corporation (“Lilly”), having a place of business at Lilly Corporate Center, Indianapolis, Indiana
46285.


 


INTRODUCTION


 


A.               WHEREAS,
CureVac AG and Lilly are parties to that certain License and Collaboration Agreement effective as of November 29, 2017 (“License
Agreement”), and CureVac Real Estate GmbH and Lilly are parties to that certain Early Clinical Supply Agreement dated
July 5, 2018, and related Quality Agreement dated June 29, 2018 (“Supply and Quality Agreements”);


 


B.                WHEREAS,
Lilly has informed CureVac that it intends to terminate the License Agreement in accordance with Section 11.2 (Termination at
Will by Lilly), unless the Parties agree to mutually terminate the License Agreement.


 






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CONFIDENTIAL


EXECUTION VERSION


 


C.               WHEREAS, CureVac
and Lilly are interested in an early termination of the License Agreement and the Supply and Quality Agreements, and an agreement
on the consequences of such termination which will allow CureVac to continue the Development Program (as defined in the License
Agreement), and Lilly to reevaluate the program after completion of the first Phase I Study.


 


NOW THEREFORE, in consideration of the
foregoing premises and the following mutual covenants, agreements and stipulations set forth herein, the receipt and sufficiency
of which is hereby acknowledged, the Parties agree as follows:


 


Article I – Definitions


 


All capitalized terms used in this Termination
Agreement shall have the meaning as defined in the License Agreement, unless otherwise defined herein. In case of conflict or inconsistency
between the provisions of the Termination Agreement and any surviving provision of the License Agreement, the provisions of this
Termination Agreement shall prevail.


 


Article II – Termination


 


	2.1	The Parties hereby agree that the License Agreement and the Supply and Quality Agreements terminate
on the Termination Date. Consistent with Section 11.4(c)(i), as of the Termination Date, all rights licensed to Lilly under the
License Agreement, including the rights to the CureVac Intellectual Property automatically revert back to CureVac AG, and CureVac
shall be free to use, license and transfer these rights.



 


	2.2	The Parties agree that, subject only to the rights and obligations under this Termination Agreement,
and with the exception of Section 11.6 of the License Agreement (Accrued and Surviving Obligations), all rights and obligations
under the License Agreement and Supply and Quality Agreements terminate as of the Termination Date, and neither Lilly nor CureVac
have any further claims under the License Agreement or the Supply and Quality Agreements; provided, that, notwithstanding anything
to the contrary in the License Agreement, the Parties acknowledge and agree that with respect to the survival of Section 11.4,
only Sections 11.4(a), 11.4(c)(i), 11.4(c)(v) and 11.4(e) shall survive; and (ii) Section 13.4 of the Early Clinical Supply Agreement
referred to in the INTRODUCTION above shall be of no further force or effect and Lilly has no liability in connection any unused
capacity.



 


Article III – Transfers and Support


 


	3.1	Development
                                         Data. Within [*****] of
                                         the Termination Date, Lilly shall provide access to CureVac to [*****] developed
                                         under the Development Program, and all [*****],
                                         and that are both (i) in Lilly’s or its Affiliates’ possession and control,
                                         and (ii) set forth on Exhibit 3.1 hereto. The Parties acknowledge and agree that
                                         the items set forth on Exhibit 3.1 hereto are [*****] of
                                         the [*****] work
                                         performed by Lilly under the License Agreement. Upon CureVac’s
                                         reasonable request, Lilly may provide support to CureVac through employees, for up to
                                         a total of [*****] of personnel time, to reasonably support CureVac in the preparation
                                         of the IND for the Initial Product.

 











 






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CONFIDENTIAL


EXECUTION
VERSION


 


	3.2	Intellectual Property. Lilly shall reassign and
                                                                            retransfer, and hereby reassigns and retransfers to CureVac AG the composition of matter patent titled [*****],  and any
                                                                            Patents based thereon [*****], which had been assigned and transferred from CureVac AG to Lilly under the License Agreement,
                                                                            provided such Patents have not been withdrawn or abandoned in accordance with CureVac’s instructions. CureVac hereby
                                                                            accepts the reassignment and retransfer. Lilly shall execute and deliver all such documents, instruments and other papers and
                                                                            take all such other action which CureVac may reasonably request in order to effect the assignment and transfer; provided,
                                                                            that any reasonable and documented costs and expenses that Lilly incurs in connection with providing such assistance beyond
                                                                            executing an initial assignment of such patent shall be reimbursed by CureVac in accordance with payment terms to be
                                                                            reasonably agreed by the Parties in good faith. CureVac shall have the sole authority to enforce and defend the reassigned
                                                                            and retransferred [*****] composition of matter patent described above, at CureVac’s sole cost and expense. As of the
                                                                            Effective Date of this Termination Agreement, Lilly represents that, to the actual knowledge of those specific individuals
                                                                            involved in negotiating this Termination Agreement on behalf of Lilly, it has not [*****] – and none of its
                                                                            Affiliates have [*****] - [*****]. CureVac shall retain the right to demand from Lilly solely (without any further obligation
                                                                            to Lilly) the license under Section 11.4 (c)(ii)(y) of the License Agreement, provided, however, that CureVac may exercise
                                                                            such right at any time within [*****] after the Termination Date.






 


	3.3	Material. Within
                                                                                                                                          [*****] of the Termination Date, Lilly shall transfer [*****] and [*****] all [*****]  produced under the
                                                                                                                                          License Agreement or the Supply and Quality Agreements (collectively, “Materials”),  and that are
                                                                                                                                          both (i) controlled by Lilly and (ii) in stock with Lilly or with a Third Party CMO on the Termination Date, including but
                                                                                                                                          not limited to [*****]. All Materials are transferred “as-is” with no representations or warranties and CureVac
                                                                                                                                          assumes full liability for any use or disposition of the Materials.



 


	3.4	Consideration.  In
                                                                                                                                   consideration, in part, for the transfers under Sections 3.1 to 3.3, CureVac agrees that Lilly
                                                                                                                                   will have no further cost liabilities under the License Agreement or Supply [*****] and commercial work, including wind-down
                                                                                                                                   fees, if any.




 






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CONFIDENTIAL


EXECUTION VERSION


 


Article IV – Right of First Negotiation


 


	4.1	In
the event CureVac, its Affiliate or sublicensee conduct and complete a [*****] of the Initial Product, CureVac, its Affiliate
or sublicensee, will grant Lilly a right of first negotiation with respect to the  
Initial Product, to be exercised within [*****] after completion [*****]
of such [*****].





 


	4.2	For
                                         such purpose, CureVac, its Affiliate or sublicensee, will make available to Lilly within
                                         [*****] after completion of such [*****] a data package containing the final study report
                                         and additional data  and
                                         documentation that Lilly may timely request, which may be reasonably required to evaluate
                                         the results   of
                                         such [*****].





 


	4.3	Within
[*****] after receipt of both (to the extent applicable) the data package and any additional data or documentation that Lilly
requests under Section 4.2 (i.e., within a maximum of [*****]),  Lilly
will inform CureVac AG, its Affiliate or sublicensee, whether Lilly is interested in negotiating an   exclusive
license to further develop, manufacture and commercialize the Initial Product at reasonable terms  and conditions, reflecting
[*****]. The terms and  conditions of such license agreement
will be negotiated within a term of another [*****] after notice by Lilly of its interest. For the avoidance of doubt, if Lilly
is not interested in obtaining a license to the Initial Product, if it does not express its interest within [*****] after completion
of the [*****], or if Lilly and CureVac AG, its Affiliate or sublicensee are not able to agree on the terms of such  
license within such additional [*****] period, all obligations under
this Article 4 terminate, and  CureVac, its Affiliate or
sublicensee will be free to continue the development and/or grant rights to the Initial Product to any Third Party.




 


Article V – Confidentiality


 


	5.1	This Termination Agreement shall be considered Confidential Information of both Parties and the
disclosure of such Confidential Information requires the prior written consent of the other Party, such consent not to be unreasonably
withheld, delayed or conditioned.



 


	5.2	Notwithstanding Section 5.1, CureVac is entitled to approach Third Parties regarding a potential
license with respect to the Initial Product, and the license or transfer of the intellectual property, development data and material
which is transferred to CureVac under Article III above; provided, that any such license - if granted prior to the expiry of Lilly’s
right of first negotiation under Article IV - shall be subject to Lilly’s right of first negotiation under Article IV. CureVac
may inform such Third Party that the License Agreement has been terminated, and that CureVac has reacquired such rights and is
free to license such rights to a Third Party subject to Lilly’s right of first negotiation under Article IV.



 






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CONFIDENTIAL


EXECUTION VERSION


 


Article VI – Miscellaneous


 


In addition to the specific section or
article references contained herein, Section 10.7 (Limitations), Article IX (Confidentiality) and Article XII (Miscellaneous) of
the License Agreement shall apply, mutatis mutandis, to this Termination Agreement.


 


[Signature Page Follows]


 






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CONFIDENTIAL


EXECUTION VERSION


 


IN WITNESS WHEREOF, this Termination Agreement has been signed
by the Parties hereto in two (2) originals, each Party acknowledging receipt of one original.


 


 


	 Signed on
behalf of	)	 	 
	CureVac AG	)	 	 
	 	)	 	 
	 	)	 	 
	Signature of Authorized Officer:	 	/s/ Dr. Franz-Werner Haas	 	/s/ Pierre Kemula



 


	 	 	 	 
	Name of Authorized Officer (please print):	 	Dr. Franz-Werner
Haas, Acting CEO & Pierre Kemula, CFO	 



 


	Date Signed:	 	June 26, 2020	 



 


 





	 Signed on
behalf of	)	 	 
	CureVac Real Estate GmbH	)	 	 
	 	)	 	 
	 	)	 	 
	Signature of Authorized Officer:	 	/s/ Dr. Florian von der Mülbe, CPO	 


 


	Name of Authorized Officer (please print):	 	 Dr. Florian von der
Mülbe, CPO	 


 


	Date Signed:	 	June 26, 2020	 


 


	 Signed on
behalf of	)	 	 
	Eli Lilly and Company	)	 	 
	 	)	 	 
	 	)	 	 
	Signature of Authorized Officer:	 	/s/ Daniel Skovronsky	 


 


	Name of Authorized Officer (please print):	 	 Daniel Skovronsky	 


 


	Date Signed:	 	06/29/2020	 


 






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CONFIDENTIAL


EXECUTION VERSION


 


Exhibit 3.1


Written
Materials


 


 


[*****]


 






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