Exhibit 10.1


 


Collaboration and License Agreement


  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.




 


 



 




COLLABORATION AND LICENSE AGREEMENT


 





 



 




dated


 


19 DECEMBER, 2019


 


by


 


CUREVAC
AG

(“CureVac”)


 


and


 


GENMAB
B.V.

(“Genmab”)


 






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Table of Contents


 


	1.	DEFINITIONS	5
	2.	LICENSES; EXCLUSIVITY	29
	3.	REPLACEMENT TARGET; RESERVED
    TARGETS; OPTIONED TARGETS	35
	4.	LNP TECHNOLOGY	37
	5.	RESEARCH AND DEVELOPMENT
    COLLABORATION	40
	6.	MANUFACTURING AND COMMERCIALIZATION	46
	7.	CUREVAC’S OPT-IN AND
    CO-PROMOTION RIGHTS	49
	8.	CO-PROMOTION IN LIEU OF
    AN OPT-IN	54
	9.	GOVERNANCE	56
	10.	CONSIDERATION	63
	11.	INTELLECTUAL PROPERTY	70
	12.	ENFORCEMENT AND DEFENSE	76
	13.	CONFIDENTIALITY	81
	14.	INDEMNIFICATION AND REPRESENTATIONS
    AND WARRANTIES	85
	15.	TERM AND TERMINATION	90
	16.	CONSEQUENCES OF TERMINATION	91
	17.	GENERAL PROVISIONS	94






 






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Exhibits


 


	Exhibit 1.13	Patent Rights licensed to BioNTech
	 	 
	Exhibit 1.54	CureVac Know How
	 	 
	Exhibit 1.59	CureVac Patent Rights
	 	 
	Exhibit 1.77	First Program Antibody
	 	 
	Exhibit 1.90	Genmab Know-How
	 	 
	Exhibit 1.111	LNP Technology
	 	 
	Exhibit 1.144	Other Technologies
	 	 
	Exhibit 3.2.2	Templates for clearance of proposed Research Program
    Antibody and Research Program Antibody Combination
	 	 
	Exhibit 5.1.1	First Program Research Plan
	 	 
	Exhibit 5.11	Approved Subcontractors
	 	 
	Exhibit 6.2	Summary of key terms of the Early Clinical Supply Agreement
	 	 
	Exhibit 10.6.2	Examples of calculations of royalties
	 	 
	Exhibit 11.3	List of non-limiting examples of ownership of different
    types of potential Inventions
	 	 
	Exhibit 13.6	Draft Press Release
	 	 
	Exhibit 14.4	Disclosure Letter




 






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COLLABORATION AND LICENSE AGREEMENT


 


between 


 


CUREVAC AG


 


And


 


GENMAB B.V.


 


 


This COLLABORATION AND LICENSE AGREEMENT
(“Agreement”) is effective as of the 19th of December, 2019 (“Effective Date”)
and is entered into by and between:


 


CUREVAC
AG, a German corporation, having a place of business at Paul-Ehrlich-Strasse 15, 72076 Tübingen, Germany


 


on the one side;


 


and


 


GENMAB
B.V., KvK No. 3016 9902, a Dutch corporation, having a place of business at Uppsalalaan 15, 3584 CM Utrecht, the Netherlands


 


on the other side.


 


INTRODUCTION


 


		A.	WHEREAS, CureVac is a biotechnology
                                         company that is a pioneer and technology leader in messenger ribonucleic acid (“mRNA”)
                                         based therapeutic approaches and especially discovers, designs and optimizes first-in-class
                                         mRNA therapies for, inter alia, the treatment of oncological diseases with unmet
                                         medical need.



 


		B.	WHEREAS, Genmab is a pharmaceutical
                                         company and has expertise and intellectual property relating to the identification, design
                                         and optimization of recombinant antibodies and validated proprietary antibody technologies,
                                         including the DuoBody® platform, HexaBody® and HexaBody®
                                         related platforms and other antibody-engineering platforms for, inter alia,
                                         the generation of bispecific antibodies and antibodies with enhanced effector functions.



 


		C.	WHEREAS, the Parties wish to collaborate
                                         in (i) the further development of one mRNA- encoded antibody designed to express Genmab’s
                                         proprietary [*****] and (ii) the generation of preclinical data packages for up to four
                                         (4) other Product candidates from which a maximum of three (3) could be selected for
                                         further development and commercialization by Genmab; all such products incorporating
                                         (a) CureVac’s mRNA technology; (b) monoclonal, bispecific and/or multispecific
                                         antibodies (or combination of antibodies) proprietary to Genmab; and (c) a selected lipid
                                         nanoparticle (LNP) delivery technology.



 






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		D.	WHEREAS, CureVac wishes to grant to
                                         Genmab an exclusive license to the product referenced under (C)(i); and exclusive options
                                         for exclusive licenses to the products referenced under (C)(ii) above; provided that
                                         CureVac wishes to retain certain opt-in rights for up to one (1) of the products referenced
                                         under (C)(ii) that is a Cocktail Product (as defined below).



 


NOW THEREFORE, in consideration of the
foregoing premises and the following mutual covenants and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Parties agree as follows:


 


		1.	DEFINITIONS.



 


For purposes of this Agreement,
the following capitalized terms shall have the following meanings, whether used in the singular or plural:


 


		1.1	“Acuitas
                                         License” shall mean licenses available to CureVac at the Effective Date under
                                         the Development and Option Agreement made between Curevac and Acuitas Therapeutics Inc.
                                         dated April 29, 2016 and amended as of December 1, 2016 relating to LNP Technology owned
                                         by Acuitas.



 


		1.2	“Affiliate”
                                         shall mean any corporation or other entity that controls, is controlled by, or is under
                                         common control with a Party. A corporation or other entity will be regarded as under
                                         the control of another corporation or entity if the latter corporation or entity owns
                                         or directly or indirectly controls fifty percent (50%) or more of the voting stock or
                                         other ownership interest of the former corporation or other entity, or if the latter
                                         corporation or entity possesses, directly or indirectly, the power to direct or cause
                                         the direction of the management and policies of the former corporation or other entity
                                         or the power to elect or appoint more than fifty percent (50%) of the members of the
                                         governing body of the former corporation or other entity, provided, however, that
                                         regarding CureVac, Affiliate shall not include Mr. Dietmar Hopp, dievini Hopp BioTech
                                         holding GmbH & Co.KG and/or any other companies controlled by Mr. Dietmar Hopp and/or
                                         dievini Hopp BioTech holding GmbH & Co.KG that are not subsidiaries of CureVac. For
                                         avoidance of doubt, the term “Affiliate” shall include CureVac’s subsidiary
                                         company currently called CureVac Real Estate GmbH.



 


		1.3	“Agreement”
                                         shall have the meaning set forth in the Preamble.



 


		1.4	“Alliance
                                         Manager” shall have the meaning set forth in Section 9.1.1.



 






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		1.5	“Antibody”
                                         shall mean a molecule, defined by its amino acid sequence, including an engineered molecule
                                         that comprises one (1) or more immunoglobulin variable domains or functional parts of
                                         such domains. [*****] shall
                                         be considered one and the same Antibody; provided, however, that any such [*****].
                                         For clarity, an “Antibody” can be a [*****]. The maximum number
                                         of Targets that a single Antibody can bind to is [*****]. For purposes of this Agreement,
                                         and unless otherwise set forth herein, Antibody shall include an Antibody Combination,
                                         as applicable.



 


		1.6	“Antibody
                                         Combination” shall mean a combination of [*****] Antibodies and so binding
                                         to a maximum of [*****] distinct Targets.



 


		1.7	“Applicable
                                         Laws” shall mean all applicable provisions of all national, supranational regional,
                                         state and local, laws, treaties, statutes, rules, regulations, directives, administrative
                                         codes, ordinances, decrees, orders, decisions, guidance documents, injunctions, awards,
                                         judgments, and permits of or from any court, arbitrator, stock exchange, regulatory authority
                                         or governmental authority having jurisdiction over or related to the subject item.



 


		1.8	“Arcturus
                                         License” shall mean licenses available to CureVac at the Effective Date under
                                         the Development and Option Agreement made between Curevac and Arcturus Therapeutics Inc.
                                         dated January 1, 2018 and amended as of May 3, 2018, as of September 28, 2018 and as
                                         of July 24, 2019 relating to LNP Technology owned by Arcturus.



 


		1.9	“Assigning
                                         Party” shall have the meaning set forth in Section 7.8.2.



 


		1.10	“Assigned
                                         Invention” shall have the meaning set forth in Section 11.4.



 


		1.11	“Background
                                         Technology” shall mean the CureVac Background Technology and/or Genmab Background
                                         Technology, as applicable.



 


		1.12	“Breaching
                                         Party” shall have the meaning set forth in Section 15.4.



 


		1.13	“BioNTech
                                         License” shall mean the non-exclusive license made between CureVac and BioNTech
                                         AG dated [*****] granting BioNTech certain non-exclusive rights under [*****] listed
                                         in Exhibit 1.13. For the purposes of this Agreement, the term “BioNTech
                                         License” shall not include any amendments made to the non-exclusive license agreement
                                         between CureVac and BioNTech AG after the Effective Date.



 


		1.14	“BLA”
                                         shall mean (i) a Biologic License Application or New Drug Application submitted and filed
                                         with the FDA (or successor regulatory agency) necessary for approval of a drug or biologic
                                         in connection with the commercial sale or use of such drug or biologic in conformance
                                         with Applicable Laws and regulations in the United States or (ii) the equivalent application
                                         submitted to another Regulatory Agency including a Marketing Authorization Application
                                         (“MAA”).



 






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		1.15	“Business
                                         Day” shall mean any day other than Saturday, Sunday, or any day that banks
                                         are authorized or required to be closed in Tübingen, Germany or Utrecht, the Netherlands.



 


		1.16	“Calendar
                                         Quarter” shall mean each successive period of three (3) months ending on March
                                         31, June 30, September 30 and December 31 of each Calendar Year; provided, that the first
                                         Calendar Quarter under this Agreement will be the period beginning on the Effective Date
                                         and ending on the end of the Calendar Quarter in which the Effective Date is encompassed
                                         and the last Calendar Quarter of the Term will be the period beginning on January 1,
                                         April 1, July 1 or October 1, as applicable, and ending on the effective date of expiration
                                         or termination of this Agreement.



 


		1.17	“Calendar
                                         Year” shall mean each successive period of twelve (12) months commencing on
                                         January 1 and ending on December 31; provided, however, that the first Calendar
                                         Year under this Agreement will be the period beginning on the Effective Date and ending
                                         on the end of the Calendar Year in which the Effective Date is encompassed and the last
                                         Calendar Year of the Term will be the period beginning on January 1 and ending on the
                                         effective date of expiration or termination of this Agreement.



 


		1.18	“CDO”
                                         shall mean Chief Development Officer (or equivalent C-level manager) of each Party.



 


		1.19	“CDR”
                                         shall mean complementarity-determining regions.



 


		1.20	“Change
                                         of Control” shall mean, with respect to CureVac, (i) the sale or disposition
                                         to a Third Party of all or substantially all of the assets of CureVac to which the subject
                                         matter of this Agreement relates (including as part of the sale or disposition to a Third
                                         Party of all or substantially all of the assets of CureVac); (ii) the acquisition by
                                         a single Third Party, or two (2) or more Third Parties acting in concert, of beneficial
                                         ownership of fifty percent (50%) or more of the shares in CureVac; or (iii) the acquisition,
                                         merger or consolidation of CureVac with or into another Person, other than, in the case
                                         of this definition, an acquisition or a merger or consolidation of CureVac in which the
                                         holders of shares of voting capital stock of CureVac, immediately prior to such acquisition,
                                         merger or consolidation will beneficially own, directly or indirectly, at least fifty
                                         percent (50%) of the shares of voting capital stock of the acquiring Third Party or the
                                         surviving entity in such acquisition, merger or consolidation, as the case may be, immediately
                                         after such acquisition, merger or consolidation.



 


		1.21	“Clinical
                                         Phase I Study” shall mean a clinical study of a product as further defined
                                         in 21 CFR §312.21(a) or the non-United States equivalent thereof. A Clinical Phase
                                         I Study is a clinical study in humans, the primary objective of which is to determine
                                         preliminary safety in healthy volunteers or patients. Such clinical study may also have
                                         secondary objectives, including tolerability, pharmacological activity or pharmacokinetics
                                         and preliminary efficacy parameters and may therefore be regarded as a phase I/II clinical
                                         trial. For the purposes of this Agreement, (i) the term Clinical Phase I Study shall
                                         also cover such phase I/II clinical trial; and (ii) at the point in such study when the
                                         cohort is expanded beyond the original phase I/II design so that the study becomes prospectively
                                         designed to generate sufficient data (if successful) to commence a Pivotal Study, a Clinical
                                         Phase II Study shall be deemed to have commenced.



 






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		1.22	“Clinical
                                         Phase II Study” shall mean a clinical study in humans of the safety, dose ranging
                                         and efficacy of a product, which is prospectively designed to generate sufficient data
                                         (if successful) to commence Pivotal/Clinical Phase III Studies, as further defined in
                                         21 CFR §312.21(b) or (or the non-United States equivalent thereof).



 


		1.23	“Clinical
                                         Phase III Study” shall mean a controlled, and usually multicenter, clinical
                                         study in humans of the efficacy and safety of a product, which is prospectively designed
                                         to demonstrate statistically whether such product is effective and safe for use in humans
                                         in the indication being investigated in a manner sufficient to submit a BLA to obtain
                                         Regulatory Approval to market such product, as further defined in 21 CFR §312.21(c)
                                         (or the non-United States equivalent thereof).



 


		1.24	“Clinical
                                         Studies” shall mean all Clinical Phase I Studies, Clinical Phase II Studies
                                         and Clinical Phase III Studies, including Pivotal Studies.



 


		1.25	“CMC
                                         Development” shall mean all research and development activities conducted in
                                         respect of the Manufacture of Products, including chemistry, manufacturing and control
                                         (CMC), creation of master and working cell banks, test method development and stability
                                         testing, process development, manufacturing scale-up, qualification and validation, quality
                                         assurance and quality control processes and techniques.



 


		1.26	“CMO”
                                         shall mean a contract manufacturing organization.



 


		1.27	“Cocktail
                                         Product” shall mean a Product that is designed to express a Program Antibody
                                         Combination.



 


		1.28	“CoGs”
                                         shall mean the total cost of Manufacture of a unit of Product and shall include Direct
                                         Cost, Indirect Cost and Pass-Through Cost as defined below:



 


		1.28.1	“Direct
                                         Costs” within CoGs shall include:



 


		(i)	direct
                                         labor costs, based on the actual hours consumed by manufacturing and facility personnel
                                         charged at an average hourly wage rate which is designed to approximate actual cost for
                                         each employee’s position; and



 


		(ii)	direct
                                         labor fringe benefit costs, including, without limitation, compensation expense (other
                                         than wages included in direct labor cost in paragraph (i), payroll taxes and benefits
                                         allocated based on a proportionate percentage of direct labor costs charged to the manufacture
                                         of the Product to total actual plant-wide labor costs.



 






    8


     


    

 


		1.28.2	“Indirect
                                         Costs” within CoGs shall include:



 


		(i)	facility
                                         and occupancy cost including, without limitation, rent, site insurance, depreciation,
                                         electricity and water charges, other services, waste removal, such cost to be allocated
                                         pro-rata to (i) the percent time-utilization of the manufacturing line in the Calendar
                                         Year out of the total time the manufacturing line is potentially capable of being utilized
                                         (including idle time); and (ii) the percent occupancy represented by the manufacturing
                                         line to the total plant;



 


		(ii)	the
                                         cost of plant support services, which includes quality control, process sciences, quality
                                         assurance and validation services and being labor, payroll taxes and fringe benefit costs,
                                         allocated to the cost of supplies based on the proportion of actual labor hours consumed
                                         in relation to the Manufacture of the supplies to total actual labor hours consumed on
                                         all of the Products being Manufactured in the plant; and



 


		(iii)	the
                                         cost of allocable overhead, being an amount added to an item of cost to reflect central
                                         or other overhead costs incurred by a Party or for its account including overhead costs
                                         attributable to the operation by it of its information systems, payroll, purchasing,
                                         supervisory and other internal groups being such costs normally allocated by such Party
                                         to its departments or project groups based on space occupied or headcount or other activity-based
                                         method consistently applied. Allocable overhead shall not include costs for general corporate
                                         activities including, by way of example only, investor relations, business development,
                                         legal affairs, human resources and finance, and any other activities not supporting activities
                                         conducted under this Agreement.



 


		1.28.3	“Pass-Through
                                         Costs” within CoGs shall include the actual invoiced amounts paid by a Party
                                         to a CMO, excluding recoverable taxes such as VAT, and cost of materials and supplies
                                         for Manufacturing Product, based on actual costs including any applicable freight, taxes,
                                         duties, customs or import fees, less any discounts or free goods.



 


		1.29	“Collaboration
                                         Committee” shall have the meaning set forth in Section 9.8.



 


		1.30	“Collaboration
                                         Target” shall mean a Target in relation to which the Parties have agreed to
                                         seek to Develop a Product under this Agreement. For purposes of this Agreement, and unless
                                         otherwise set forth herein, Collaboration Target shall include Collaboration Target Combinations,
                                         the First Collaboration Target, the Replacement Target, the Reserved Targets, and the
                                         Optioned Targets, as applicable.



 


		1.31	“Collaboration
                                         Target Combination” shall mean a Target Combination in relation to which the
                                         Parties have agreed to seek to Develop a Product under this Agreement. For purposes of
                                         this Agreement, and unless otherwise set forth herein, Collaboration Target Combination
                                         shall include Reserved Target Combinations, and Optioned Target Combinations, as applicable.



 


		1.32	“Combination
                                         Product” shall mean:



 


		(i)	a
                                         single pharmaceutical formulation containing as its active pharmaceutical ingredients
                                         both the active ingredients licensed hereunder and one or more other therapeutically
                                         or prophylactically active pharmaceutical ingredients;



 






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		(ii)	any
                                         combination therapy comprised of the Product and one or more other therapeutically or
                                         prophylactically active products, that is (i) priced and sold in a single package containing
                                         such multiple products; or (ii) packaged separately but sold together for a single price;
                                         or



 


		(iii)	a
                                         product comprised of a Product and a companion or complementary diagnostic, priced and
                                         sold in a single package containing such multiple products or packaged separately but
                                         sold together for a single price;



 


in each case, including all
dosage forms, formulations, presentations, line extensions, and package configurations.


 


		1.33	“Commercialization”
                                         shall mean any and all activities directed to the preparation for sale of, offering for
                                         sale of, or sale of a Product, including activities related to marketing, promoting,
                                         distributing, importing and exporting such Products, interacting with Regulatory Agencies
                                         regarding any of the foregoing and medical affairs functions. For the avoidance of doubt,
                                         “Commercialization” shall not include the Manufacture of Products. When used
                                         as a verb, to “Commercialize” and “Commercializing”
                                         shall mean to engage in Commercialization, and “Commercialized” has
                                         a correlative meaning.



 


		1.34	“Commercialization
                                         Agreement” shall mean the meaning set forth in Section 7.7.



 


		1.35	“Commercially
                                         Reasonable Efforts” shall mean, with respect to a Party, those efforts, expertise
                                         and resources commensurate with efforts, expertise and resources commonly used in the
                                         biotechnology industry by a company of comparable size in connection with the development,
                                         manufacture and/or commercialization of a comparable pharmaceutical product which is
                                         of similar market potential at a similar stage of development or commercialization in
                                         light of issues of safety and efficacy, product profile, the competitiveness of the marketplace,
                                         the proprietary position of the compound or product, the regulatory structure involved,
                                         the profitability of the applicable products, product reimbursement, and other relevant
                                         factors such as technical, legal, scientific, or medical factors. For purposes of clarity,
                                         Commercially Reasonable Efforts will be determined on a country-by-country basis within
                                         the Territory, and it is anticipated that the level of effort may be different for different
                                         countries and may change over time, reflecting changes in the status of such product
                                         and the country(ies) involved.



 


		1.36	“Confidential
                                         Information” shall mean all Know-How, Development Data or other information
                                         of a Party whether or not marked confidential or proprietary, including:



 


		(i)	all
                                         communications between the Parties or information of whatever kind whether recorded or
                                         not and, if recorded, in whatever medium, relating to or arising out of this Agreement,
                                         whether disclosed prior to or after entering into this Agreement; and



 


		(ii)	all
                                         copies and excerpts of the communications, information, notes, reports and documents
                                         in whatever form referred to in paragraph (i) of this definition.



 






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For purposes of the confidentiality
obligations set forth herein, (a) Genmab Know-How, Genmab Materials and Genmab Inventions shall be deemed Confidential Information
of Genmab; and CureVac Know-How, CureVac Materials and CureVac Inventions (to the extent not incorporated in any Genmab Inventions)
shall be deemed Confidential Information of CureVac; (b) Confidential Information jointly owned by the Parties shall be deemed
Confidential Information of both Parties; and (c) the terms and conditions of this Agreement shall be deemed Confidential Information
of both Parties (and both Parties shall be deemed the Receiving Party with respect thereto). “Confidential Information”
also includes all information exchanged between the Parties pursuant to the Confidentiality Agreements and Material Transfer Agreement.
Without limiting the foregoing, all Know-How and Development Data generated under this Agreement that is specific to a Genmab
Invention, Genmab Other Invention, Collaboration Target, Collaboration Target Combination, Program Antibody, Program Antibody
Combination, an mRNA construct expressing a Program Antibody or Program Antibody Combination, and/or Product shall be deemed the
Confidential Information of Genmab. All Know-How and CMC Development data generated under this Agreement that is specific to any
CureVac Invention or CureVac Other Invention shall, to the extent such CureVac Invention or CureVac Other Invention is not incorporated
in any Genmab Invention, be considered Confidential Information of CureVac.


 


		1.37	“Confidentiality
                                         Agreements” shall mean Confidentiality Agreement No. 1 and Confidentiality
                                         Agreement No. 2.



 


		1.38	“Confidentiality
                                         Agreement No. 1” shall mean that certain Mutual Confidentiality and Nondisclosure
                                         Agreement entered into between the Parties as of October 10, 2016.



 


		1.39	“Confidentiality
                                         Agreement No. 2” shall mean that certain Mutual Confidentiality and Nondisclosure
                                         Agreement entered into between the Parties as of 12 April 2018.



 


		1.40	“Control”
                                         shall mean, with respect to any material, information or intellectual property right,
                                         that a Party (i) owns such material, information or intellectual property right; or (ii)
                                         has a license to or right to use or grant access to such material, information or intellectual
                                         property right, in each case of (i) or (ii), without violating the terms of any agreement
                                         or other arrangement with a Third Party.



 


		1.41	“Co-Promote”
                                         shall mean, with respect to the Co-Promotion Territory, to promote a Product through
                                         Genmab’s and CureVac’s respective sales forces under a single trademark in
                                         such Co-Promotion Territory. “Co-Promotion” shall have a correlative
                                         meaning.



 


		1.42	“Co-Promotion
                                         Agreement” shall have the meaning as set forth in Section 8.2.



 


		1.43	“Co-Promotion
                                         Committee” shall have the meaning set forth in Section 8.2(i).



 


		1.44	“Co-Promotion
                                         Product” shall have the meaning set forth in Section 8.1.



 


		1.45	“Co-Promotion
                                         Territory” shall have the meaning as set forth in Section 8.1.



 






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		1.46	“Co-Promotion
                                         Territory Commercialization Plan” shall have the meaning as set forth in Section
                                         8.2(iii).



 


		1.47	“Cover”
                                         shall mean, with respect to a claim of a Patent Right, that such claim would be infringed,
                                         absent a license, by the Development, Manufacture or Commercialization of a Product.



 


		1.48	“CRO”
                                         shall mean a contract research organization.



 


		1.49	“CureVac
                                         Alliance Manager” shall have the meaning set forth in Section 9.1.1.



 


		1.50	“CureVac
                                         Background Technology” shall have the meaning set forth in Section 11.1.



 


		1.51	“CureVac
                                         Co-Promotion Option” shall have the meaning set forth in Section 8.1.



 


		1.52	“CureVac
                                         Indemnified Parties” shall have the meaning set forth in Section 14.1.



 


		1.53	“CureVac
                                         Invention” shall have the meaning set forth in Section 11.3.2.



 


		1.54	“CureVac
                                         Know-How” shall mean all Know-How within the CureVac Background Technology
                                         and all Know-How, including Know-How comprised in the CureVac Manufacturing Technology,
                                         Controlled by CureVac or its Affiliates arising or generated during the Research Period
                                         in connection with the performance of activities under this Agreement, in including performance
                                         of activities under the R&D Plans (to be determined on a Collaboration Target-by-Collaboration
                                         Target basis) that is required for the Parties to Develop the Programs and/or to Develop,
                                         Manufacture and Commercialize Products under this Agreement, provided, however,
                                         that CureVac Know-How does not include (i) Know-How included in the LNP Technology; (ii)
                                         Know-How included in CVCMs; (iii) Know-How included in the Other Technologies; and (iv)
                                         Know-How that may be Controlled by CureVac in the future as a result of a Change of Control;
                                         i.e., that was Developed by a Third Party prior to such Change of Control, or by CureVac
                                         after the Change of Control, and is fully or partly based on technology Controlled by
                                         a Third Party prior to such Change of Control. CureVac Know-How shall also include Know-How
                                         related to CureVac Inventions and other Know-How generated by CureVac under a Program.
                                         The CureVac Know-How as so defined existing at the Effective Date is further described
                                         in Exhibit 1.54.



 


		1.55	“CureVac
                                         Manufacturing Technology” shall mean Patent Rights and Know-How Controlled
                                         by CureVac or its Affiliates (including CureVac Real Estate GmbH even if it does not
                                         remain an Affiliate) related to CMC Development and/or the Manufacture of Products actually
                                         used in the CMC Development and/or Manufacture of a Product by or on behalf of CureVac
                                         and/or its Affiliates during the Development and/or Manufacture of such Product under
                                         an R&D Plan during the Research Period. For the avoidance of doubt, such CureVac
                                         Manufacturing Technology shall be licensed to Genmab for all subsequent Products under
                                         this Agreement no matter whether CureVac or its Affiliates (or their approved subcontractor
                                         or approved CMO) Manufactures the particular Product.



 






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		1.56	“CureVac
                                         Materials” shall mean any compounds, assays or other materials that are disclosed
                                         or otherwise made available by or on behalf of CureVac and/or its Affiliate(s) to Genmab
                                         hereunder for the purposes of this Agreement, including the compounds, assays, negative
                                         and positive mRNA control constructs (excluding, for clarity, any Product) and other
                                         materials set forth on Exhibit 5.1.1, and progeny, modifications or derivatives
                                         thereof that do not include use of Genmab Materials.



 


		1.57	“CureVac
                                         Other Invention” shall have the meaning set forth in Section 11.3.3.



 


		1.58	“CureVac
                                         Other Invention Patent Right” shall have the meaning set forth in Section 11.7.4



 


		1.59	“CureVac
                                         Patent Right(s)” shall mean (i) all Patent Rights within the CureVac Background
                                         Technology Controlled by CureVac or its Affiliates as of the Effective Date; and (ii)
                                         all CureVac Program Patent Rights, CureVac Other Invention Patent Rights and CureVac’s
                                         interest in Joint Patent Rights that (in case of each of (i) and (ii)) are required for
                                         the Development of the Programs and/or for the Development, Manufacture and Commercialization
                                         of Products (including Product candidates under the research license) under the Agreement;
                                         and (iii) all Patent Rights within the CureVac Manufacturing Technology to the extent
                                         not within (i) or (ii); and (iv) any New Patent Rights that Genmab notifies CureVac it
                                         desires to include pursuant to Section 2.9. provided, however, that CureVac Patent
                                         Rights do not include (i) Patent Rights included in the LNP Technology or the Patent
                                         Rights referred to in Section 1.63 (Definition of CVCM); (ii) Patent Rights included
                                         in the Other Technologies; and (iii) Patent Rights that may be Controlled by CureVac
                                         in the future as a result of a Change of Control; i.e., that were Developed by a Third
                                         Party prior to such Change of Control. The CureVac Patent Rights as of the Effective
                                         Date are listed in Exhibit 1.59. For avoidance of doubt, the CureVac Patent Rights
                                         shall include any future Patent Rights Controlled by CureVac or its Affiliates that claim
                                         priority from any of the patents and patent applications listed in Exhibit 1.59.



 


		1.60	“CureVac
                                         Program Patent Right” shall mean a Program Patent Right owned by CureVac, as
                                         set forth in Section 11.3 below, that Covers a CureVac Invention.



 


		1.61	“CureVac
                                         Project Leader” shall have the meaning set forth in Section 9.1.2.



 


		1.62	“CureVac
                                         Technology” shall mean CureVac Patent Rights, CureVac Inventions, CureVac Other
                                         Inventions, CureVac Know-How, CureVac Manufacturing Technology (to the extent not within
                                         the foregoing) and Third Party IP that is deemed to be CureVac Technology pursuant to
                                         Section 2.8.



 


		1.63	“CVCM”
                                         shall mean CureVac’s next generation mRNA delivery vehicle, also referred to as
                                         CureVac Carrier MoleculeTM, which is disclosed in CureVac’s patent families
                                         [*****], that is appropriate for formulation of an mRNA construct.



 






    13


     


    

 


		1.64	“Development”
                                         shall mean all research, non-clinical, and clinical testing and drug development activities
                                         conducted in respect of the Collaboration Targets, Program Antibodies and Products, including
                                         those necessary or reasonably useful or otherwise requested or required by a Regulatory
                                         Authority as a condition or in support of obtaining or maintaining Regulatory Approvals
                                         and to successfully Develop, Manufacture and Commercialize the Products for use in the
                                         Field. “Development” shall include CMC Development, delivery system
                                         development, non-clinical testing, mechanism studies, toxicology, pharmacokinetics, clinical
                                         studies, regulatory affairs activities, statistical analysis and report writing, submission
                                         of documents, market research, pharmacoeconomic studies, and epidemiological/real world
                                         data studies. Development shall mean both (a) non-clinical and clinical Development;
                                         and (b) CMC Development. “Develop” and “Developed”
                                         have a correlative meaning.



 


		1.65	“Development
                                         Data” shall mean (i) reports of non-clinical studies and Clinical Studies,
                                         (ii) CMC Development data; and (iii) all other documentation containing or embodying
                                         any non- clinical or clinical data relating to the Collaboration Targets, Program Antibodies
                                         and the Products or the use of the Products in the Field, such data in each case (i),
                                         (ii) and (iii) required for the Development and Commercialization of the Products, including
                                         but not limited to, registration dossiers.



 


		1.66	“Disclosing
                                         Party” shall have the meaning set forth in Section 13.1



 


		1.67	“Disclosure
                                         Letter” shall have the meaning set forth in Section 14.4.



 


		1.68	“Early
                                         Clinical Supply Agreement” shall the meaning set forth in Section 6.1.



 


		1.69	“Effective
                                         Date” shall have the meaning set forth in the Preamble.



 


		1.70	“FDA”
                                         shall have the meaning set forth in the definition of Regulatory Agency.



 


		1.71	“Field”
                                         shall mean any and all uses for the prophylaxis or treatment of human conditions and
                                         diseases.



 


		1.72	“Financial
                                         Partner” shall have the meaning set forth in Section 13.4.1(vi) below.



 


		1.73	“First
                                         Collaboration Program” shall mean the Program addressing the First Collaboration
                                         Target and First Program Antibody, as described in the First Program Research Plan.



 


		1.74	“First
                                         Collaboration Target” shall mean the target named [*****]. For purposes of
                                         this Agreement, and unless otherwise set forth herein, First Collaboration Target shall
                                         include the Replacement Target, as applicable.



 


		1.75	“First
                                         Commercial Sale” shall mean, on a Product-by-Product and country-by-country
                                         basis, the first sale by Genmab or its Affiliates or Sublicensees or subcontractors to,
                                         such as but not limited to, a Third Party wholesaler, pharmacy, outpatient clinic, inpatient
                                         clinic, hospital, or dispensing physician in a given country after necessary Regulatory
                                         Approval has been granted with respect to such Product in such country. For avoidance
                                         of doubt, any sale of a Product by Genmab to an Affiliate or Sublicensee or subcontractor
                                         is not a First Commercial Sale.



 






    14


     


    

 


		1.76	“First
                                         Composition of Matter Patent Rights” shall mean, Product-by-Product, all Patent
                                         Rights within the first “composition of matter” Genmab Program Patent Rights
                                         (i.e. Genmab Program Patent Rights where the earliest priority date is the same) that
                                         Cover and claim the specific composition of matter of the particular Product. For clarity,
                                         such first “composition of matter” Genmab Program Patent Rights may not be
                                         the first to be filed Patent Rights Covering the particular Product if such first to
                                         be filed Patent Rights do not also claim the specific composition of matter of such Product.



 


		1.77	“First
                                         Program Antibody” shall mean Genmab’s proprietary [*****] as described
                                         in detail in Exhibit 1.77, that binds to the First Collaboration Target.



 


		1.78	“First
                                         Program Research Plan” shall have the meaning set forth in Section 5.1.1, such
                                         First Program Research Plan as of the Effective Date being attached hereto as Exhibit
                                         5.1.1.



 


		1.79	“FTE”
                                         shall mean, with respect to a person, the equivalent of the work of one (1) employee
                                         full time for one (1) year (consisting of at least [*****] working hours per year (with
                                         no further reductions for vacations and holidays)). Overtime, and work on weekends, holidays
                                         and the like will not be counted with any multiplier (e.g., time-and-a-half or double
                                         time) toward the number of hours that are used to calculate the FTE contribution. The
                                         portion of a FTE billable by CureVac or Genmab for one (1) individual during a given
                                         accounting period shall be determined by dividing the number of hours worked by said
                                         individual on the work to be conducted under the Agreement during such accounting period
                                         and the number of FTE hours applicable for such accounting period based on [*****] working
                                         hours per calendar year. For clarity, no individual person can ever constitute more than
                                         a single FTE.



 


		1.80	“FTE
                                         Rate” shall mean, for the period commencing on the Effective Date until such
                                         time as the Parties mutually agree otherwise, an annual rate of [*****]. The FTE Rate
                                         shall include all fully loaded costs, including costs of salaries, benefits, supplies,
                                         other employee costs, consumables, overhead and supporting general and administration
                                         allocations. In the event of Opt-In by CureVac, the Parties will renegotiate and agree
                                         in good faith on a new FTE Rate which should be reflective of the stage of development
                                         and market conform.



 


		1.81	“FTO
                                         License” shall have the meaning set forth in Section 10.6.4.



 


		1.82	“Force
                                         Majeure” shall have the meaning set forth in Section 17.2.



 


		1.83	“Generally
                                         Applicable Patent Right” shall mean a claim of a Genmab Program Patent Right
                                         Covering (i) a [*****] (“Target Class Inventions”); (ii)
                                         an Antibody or Antibody Combination functionally defined in such claim as [*****] and (iii) a [*****] provided, however,
                                         that for each of (i), (ii) and (iii), where the Invention is made, conceived and/or
                                         reduced to practice after the Research Period, such claim shall only be considered a
                                         Generally Applicable Patent Right if [*****] with respect to such claim. For avoidance
                                         of doubt, the term Generally Applicable Patent Right shall not include any claim where
                                         the Program Antibody or Program Antibody Combination is functionally defined as binding
                                         to a Collaboration Target or Collaboration Target Combination or even more specifically,
                                         such as e.g. where the Program Antibody or Program Antibody Combination is functionally
                                         defined as binding to an epitope on a Collaboration Target or epitopes on the Collaboration
                                         Targets included in the Collaboration Target Combination or where the Program Antibody
                                         or Program Antibody Combination is defined by sequences.



 






    15


     


    

 


		1.84	“Generic
                                         Product” shall mean, with respect to a particular Product in a particular country
                                         in the Territory, any pharmaceutical product (other than the Product) that (i) contains
                                         the same active ingredient(s) (including biosimilar or bioequivalent biologic API) in
                                         a comparable quality and quantity as such Product, irrespective of its pharmaceutical
                                         form, and is approved for the same indication as such Product, as applicable, and (ii)
                                         is approved for sale in the country pursuant to a regulatory approval process governing
                                         the approval of generic, interchangeable, biosimilar or bioequivalent biologic products,
                                         with the Product being the reference product.



 


		1.85	“Generic
                                         Therapeutic Concept” shall mean an Invention consisting of a new approach to
                                         therapy or treatment that has general applicability beyond use of such approach in relation
                                         to the Collaboration Target or specific Collaboration Target Combination (i.e. the Optioned
                                         Target Combination) that is targeted by a Program Antibody or Program Antibody Combination,
                                         as applicable. By way of non-limiting examples, a Generic Therapeutic Concept would include
                                         (i) an Invention consisting of combining [*****] different Antibodies targeting [*****]
                                         different pathways such as an anti-apoptotic pathway, an anti-proliferative pathway and
                                         an anti- metastatic pathway to obtain a certain therapeutic effect; and (ii) an Invention
                                         relating to a [*****]. The term Generic
                                         Therapeutic Concept shall not comprise Target Class Inventions. Further, the term Generic
                                         Therapeutic Concept shall not comprise the therapeutic or treatment approach to the extent
                                         that such approach applies to a Collaboration Target or specific Collaboration Target
                                         Combination.



 


		1.86	“Genmab
                                         Alliance Manager” shall have the meaning set forth in Section 9.1.1.



 


		1.87	“Genmab
                                         Background Technology” shall have the meaning as set forth in Section 11.1.



 


		1.88	“Genmab
                                         Indemnified Parties” shall have the meaning set forth in Section 14.2.



 


		1.89	“Genmab
                                         Invention” shall have the meaning set forth in Section 11.3.1.



 






    16


     


    

 


		1.90	“Genmab
                                         Know-How” shall mean all Know-How Controlled by Genmab or its Affiliates as
                                         of the Effective Date or thereafter during the Term that (a) is necessary for CureVac
                                         to perform the obligations and other activities pursuant to this Agreement, or (b) is
                                         used by or on behalf of Genmab its Affiliates or Sub-licensees to Develop, Manufacture
                                         and Commercialize Products under this Agreement. Genmab Know-How shall include (i) Know-How
                                         comprised in the Genmab Background Technology; (ii) Know-How related to Genmab Inventions;
                                         and (iv) other Know-How generated by Genmab under a Program. Notwithstanding the foregoing,
                                         if any Third Party becomes an Affiliate of Genmab after the Effective Date, Genmab Know-How
                                         will exclude any Know-How that is Controlled by such Third Party before such Third Party
                                         became Genmab’s Affiliate. The Genmab Know-How as so defined existing at the Effective
                                         Date is further described in Exhibit 1.90.



 


		1.91	“Genmab
                                         Materials” shall mean any compounds, assays or other materials, including sequences
                                         and recombinant proteins, that are disclosed or otherwise made available by or on behalf
                                         of Genmab and/or its Affiliate(s) to CureVac hereunder for the purposes of this Agreement,
                                         including materials set forth on Exhibit 5.1.1, and progeny, modifications or
                                         derivatives thereof that do not include use of CureVac Materials.



 


		1.92	“Genmab
                                         Other Invention” shall have the meaning set forth in Section 11.3.3.



 


		1.93	“Genmab
                                         Other Invention Patent Right” shall have the meaning set forth in Section 11.7.5.



 


		1.94	“Genmab
                                         Patent Right(s)” shall mean all Patent Rights Controlled by Genmab or its Affiliates
                                         as of the Effective Date or thereafter during the Term that (a) is necessary for CureVac
                                         to perform the obligations and other activities pursuant to this Agreement, or (b) [*****] Genmab its Affiliates or Sub-licensees to Develop, Manufacture
                                         and Commercialize Products under this Agreement. Genmab Patent Rights shall include Patent
                                         Rights comprised in the Genmab Background Technology, Genmab Program Patent Rights, Genmab
                                         Other Invention Patent Rights and Genmab’s interest in Joint Patent Rights.



 


		1.95	“Genmab
                                         Program Patent Right” shall mean a Program Patent Right owned by Genmab, as
                                         set forth in Section 11.3 below, that Covers a Genmab Invention.



 


		1.96	“Genmab
                                         Project Leader” shall have the meaning set forth in Section 9.1.2.



 


		1.97	“Genmab
                                         Technology” shall mean any and all Genmab Patent Rights, Genmab Inventions
                                         and Genmab Know-How.



 


		1.98	“GxP”
                                         shall mean the good practice regulations in the pharmaceutical industry with respect
                                         to distribution, manufacturing, clinical and laboratory practices (GDP, GMP, GCP and
                                         GLP).



 


		1.99	“IND”
                                         shall mean an investigational new drug application filed with, and accepted by, the FDA
                                         prior to beginning clinical trials in humans in the USA, or any comparable application
                                         to and acceptance by the Regulatory Authority of a country or group of countries other
                                         than the USA thereto including the European Medicines Authority (“EMA”)
                                         prior to beginning clinical trials in humans in that country or in that group of countries.



 


		1.100	“Indication”
                                         shall mean, with respect to a particular Product, the use of such Product for treating
                                         a separate and distinct disease or medical condition.



 






    17


     


    

 


		1.101	“Invention”
                                         shall mean an invention or discovery, whether or not patentable, discovered, made, conceived
                                         and/or first reduced to practice during the Term by or on behalf of CureVac or Genmab
                                         or Affiliates of CureVac or Genmab, alone or jointly with each other and/or any Third
                                         Party, which arise from the performance of activities under this Agreement, including
                                         performance of activities under the R&D Plans, or under the Material Transfer and
                                         Technology Evaluation Agreement.



 


		1.102	“IP
                                         Sub-committee” shall mean the sub-committee to be established pursuant to Section
                                         9.6.



 


		1.103	“Joint
                                         Commercialization Committee”, and “JCC” shall have the meaning
                                         set forth in Section 7.7(i).



 


		1.104	“Joint
                                         Development and Manufacturing Agreement” shall have the meaning set forth in
                                         Section 7.6.



 


		1.105	“Joint
                                         Invention” shall have the meaning set forth in Section 11.3.3.



 


		1.106	“Joint
                                         Patent Rights” shall have the meaning set forth in Section10.8.1



 


		1.107	“Joint
                                         Research Committee”, and “JRC” shall have the meaning set
                                         forth in Section 9.2.



 


		1.108	“Joint
                                         Steering Committee”, and “JSC” shall have the meaning set
                                         forth in Section 7.2.



 


		1.109	“Know-How”
                                         shall mean all technical, scientific and other information, inventions, discoveries,
                                         trade secrets, knowledge, technology, means, methods, processes, practices, formulae,
                                         instructions, skills, techniques, procedures, expressed ideas, technical assistance,
                                         designs, drawings, assembly procedures, computer programs, apparatuses, specifications,
                                         Development Data, results, non-clinical, clinical, safety, process and Manufacturing
                                         and quality control data and information (including trial designs and protocols), registration
                                         dossiers, in each case, solely to the extent confidential and proprietary and in written,
                                         electronic or any other form now known or hereafter Developed.



 


		1.110	“LNP”
                                         shall mean a lipid nanoparticle system comprised of individual lipid components at specific
                                         ratios, which are manufactured in such a manner to encapsulate and deliver mRNA into
                                         a target cell.



 


		1.111	“LNP
                                         Technology” shall mean Patent Rights and Know-How covering an LNP system (i.e.
                                         a lipid nanoparticle system which is used to formulate and deliver mRNA), as further
                                         defined in Exhibit 1.111 hereto.



 


		1.112	“LNP
                                         Technology License Documentation Package” shall have the meaning set forth
                                         in Section 4.2 below.



 


		1.113	“Major
                                         Markets Countries” shall mean [*****].



 






    18


     


    

 


		1.114	“Manufacture”
                                         shall mean all manufacturing operations (including for mRNA, lipids and drug product
                                         as well as formulation, fill and finish, packaging and labelling) for Products, including
                                         all activities related to the preparation and use of master and working cell banks, making,
                                         production, processing, purifying, formulating, filling, and finishing, of the Product,
                                         or any intermediate thereof, pre-clinical, clinical and commercial production, product,
                                         stability testing, quality assurance, and quality control. “Manufacturing”
                                         has a correlative meaning.



 


		1.115	“Materials”
                                         shall mean CureVac Materials and Genmab Materials.



 


		1.116	“Material
                                         Transfer and Technology Evaluation Agreement” shall mean that certain Material
                                         Transfer and Technology Evaluation Agreement entered into between the Parties as of April
                                         12, 2017.



 


		1.117	“mRNA”
                                         shall have the meaning set forth in the Introduction.



 


		1.118	“MSA”
                                         shall have the meaning set forth in Section 6.4.2 below.



 


		1.119	“Negotiation
                                         Period” shall have the meaning as set forth in Section 7.8.2.



 


		1.120	“Net
                                         Sales” shall mean, with respect to each Product, the gross amount invoiced
                                         for sales of such Product by or on behalf of Genmab and its Affiliates and Sublicensees
                                         to unrelated Third Parties (i.e., excluding Sublicensees), less the following deductions
                                         [*****]:



 


		a.	[*****]



 


		b.	[*****]



 


		c.	[*****]



 






    19


     


    

 


		d.	[*****]



 


		e.	[*****]



 


		f.	[*****] and



 


		g.	[*****]



 


[*****].


 


Disposition of Product for,
or use of the Product in, clinical trials or other scientific testing, as free samples, or under compassionate use, patient assistance,
or test marketing programs or other similar programs or studies where a Product is supplied without charge shall not result in
any Net Sales, however if Genmab or any of its Affiliates or Sublicensees charges for such Product, the amount billed will be
included in the calculation of Net Sales, but for the sake of clarity such disposition or use of the Product shall never constitute
a First Commercial Sale.


 


In the event a Product is sold
as a Combination Product, Net Sales of the Combination Product will be calculated, on a [*****] as follows:


 


		(i)	[*****].



 






    20


     


    

 


		(ii)	[*****].



 


		(iii)	[*****].



 


		(iv)	[*****].



 


		(v)	[*****].



 


		1.121	“New
                                         Patent Right” shall have the meaning set forth in Section 2.9.



 


		1.122	“Non-Assigning
                                         Party” shall have the meaning set forth in Section 7.8.2.



 


		1.123	“Non-Breaching
                                         Party” shall have the meaning set forth in Section 15.4.



 


		1.124	“Non-Terminating
                                         Party” shall have the meaning set forth in Section 7.9.



 


		1.125	“Opt-In”
                                         shall have the meaning set forth in Section 7.1.



 


		1.126	“Opt-In
                                         Data Package” shall have the meaning set forth in Section 7.1.



 


		1.127	“Opt-In
                                         Product” shall have the meaning set forth in Section 7.1.



 


		1.128	“Opt-In
                                         Product Assignment” shall have the meaning set forth in Section 7.8.2.



 


		1.129	“Opt-In
                                         Program” shall mean a Program (for a [*****]) for which CureVac has exercised
                                         its right to Opt-In.



 






    21


     


    

 


		1.130	“Opt-In
                                         R&D Plan” shall have the meaning set forth in Section 7.2.



 


		1.131	“Opt-In
                                         Target” shall have the meaning set forth in Section 7.1.



 


		1.132	“Opt-In
                                         Termination Notice” shall have the meaning set forth in Section 7.9.



 


		1.133	“Option
                                         Exercise” shall have the meaning set forth in Section 3.4.



 


		1.134	“Option
                                         Exercise Fee” shall have the meaning set forth in Section 10.2.



 


		1.135	“Option
                                         Period” shall have the meaning set forth in Section 3.4 below.



 


		1.136	“Optioned
                                         Target” shall mean a Reserved Target for which Genmab has exercised its option
                                         under Section 3.4 below. For purposes of this Agreement, and unless otherwise set forth
                                         herein, Optioned Target shall include an Optioned Target Combination, as applicable.



 


		1.137	“Optioned
                                         Target Combination” shall have the meaning set forth in Section 3.4.



 


		1.138	“Other
                                         Pre-IND Program” shall mean a Program envisaged in Section 5.2.3 directed against
                                         an Optioned Target and including an Other Program Antibody (for clarity, excluding the
                                         First Collaboration Program) and LNP Technology.



 


		1.139	“Other
                                         Pre-IND Program Research Plan” shall have the meaning set forth in Section
                                         5.2.3 below.



 


		1.140	“Other
                                         Program Antibody” shall mean a Program Antibody (i) that binds to an Optioned
                                         Target, or to an Optioned Target Combination; and (ii) that Genmab has elected to use
                                         and is to be used in an Other Pre-IND Program as described in Section 5.2.3. To the extent
                                         applicable, and unless otherwise set forth, Other Program Antibody shall include Other
                                         Program Antibody Combinations.



 


		1.141	“Other
                                         Program Antibody Combination” shall mean a Program Antibody Combination that
                                         (i)binds to an Optioned Target, or to an Optioned Target Combination; and (ii) Genmab
                                         has elected to use and is to be used in an Other Pre-IND Program as described in Section
                                         5.2.3.



 


		1.142	“Other
                                         Invention” shall have the meaning set forth in Section 11.3.3.



 


		1.143	“Other
                                         Invention Patent Right” shall mean a CureVac Other Invention Patent Right or
                                         Genmab Other Invention Patent Right, as applicable.



 


		1.144	“Other
                                         Technologies” shall mean the technologies licensed to CureVac (i) by GeneArt
                                         AG under a license agreement dated [*****] concerning [*****]; (ii) by TriLink Biotechnologies
                                         LLC under a license Agreement dated [*****], [*****]. The respective Patent Rights are
                                         listed in Exhibit 1.144.



 






    22


     


    

 


		1.145	“Parties”
                                         shall mean CureVac and Genmab.



 


		1.146	“Party”
                                         shall mean CureVac or Genmab.



 


		1.147	“Patent
                                         Rights” shall mean any and all patents and patent applications, including provisional
                                         and non-provisional applications, reissues, extensions, substitutions, confirmations,
                                         re-registrations, re-examinations, re-validations, patents of addition, supplementary
                                         protection certificates or the equivalents thereof, continuations, continuations-in-part
                                         and divisionals thereof and all foreign counterparts, and the like of any of the foregoing.



 


		1.148	“Patent
                                         Term Extensions” shall have the meaning set forth in Section 10.9.



 


		1.149	“Person”
                                         shall mean an individual, firm, company, corporation, association, trust, estate, state
                                         or agency of a state, government or government department or agency, municipal or local
                                         authority and any other entity, whether or not incorporated and whether or not having
                                         a separate legal personality.



 


		1.150	“Pivotal
                                         Study” shall mean a Clinical Study of Product in human patients intended to
                                         provide evidence for drug marketing approval. Clinical Phase III Studies are typically
                                         Pivotal Studies, and in exceptional cases a Clinical Phase II Study may become a Pivotal
                                         Study, and may require additional confirmatory studies post approval.



 


		1.151	“Product”
                                         shall mean any product that contains one or more mRNA construct(s) that is designed to
                                         express a Program Antibody or a Program Antibody Combination, and formulated with [*****]. Product includes both a [*****] or a [*****]. For
                                         clarification, a Product may consist of several mRNA constructs that together express
                                         a Program Antibody or Program Antibody Combination.



 


		1.152	“Product
                                         Development Plan(s)” shall mean the development plans to be prepared upon Product
                                         Selection under any Program for the further Development of a Product, as set forth in
                                         Section 5.3.



 


		1.153	“Product
                                         Selection” shall have the meaning set forth in Section 5.3.



 


		1.154	“Product
                                         Selection Notice” shall have the meaning set forth in Section 5.3.



 


		1.155	“Product
                                         Development Program” shall mean a program for the further Development of a
                                         Product pursuant to a Product Development Plan.



 


		1.156	“Program”
                                         shall mean, on a Collaboration Target-by-Collaboration Target basis, any and all Development,
                                         Manufacturing and Commercialization activities conducted under R&D Plans. Programs
                                         shall include the First Collaboration Program. Save in respect of the First Collaboration
                                         Program, the sequence of a Program shall be (i) Research Program; then (ii) Other Pre-IND
                                         Program; then (iii) Product Development Program.



 


		1.157	“Program
                                         Antibody” shall mean a [*****] that [*****] and that Genmab has elected to use in a Program and which has been
                                         finally cleared under Section 3.2.2. To the extent applicable, and unless otherwise set
                                         forth, [*****].



 






    23


     


    

 


		1.158	“Program
                                         Antibody Combination” shall mean an Antibody Combination that Genmab has elected
                                         to use in a Program and which has been finally cleared under Section 3.2.2.



 


		1.159	“Program
                                         Breach” shall have the meaning set forth in Section 15.4.



 


		1.160	“Program
                                         Patent Rights” shall mean Patent Rights Covering Inventions.



 


		1.161	“Project
                                         Leaders” shall have the meaning set forth in Section 9.1.2 below.



 


		1.162	“R&D
                                         Plan(s)” shall mean the research and development plans to be prepared under
                                         this Agreement and shall include the First Program Research Plan in Exhibit 5.1.1,
                                         the Reserved Target Research Plans, the Other Pre-IND Program Research Plans, the Opt-In
                                         R&D Plan, and the Product Development Plans.



 


		1.163	“Receiving
                                         Party” shall have the meaning set forth in Section 13.1.



 


		1.164	“Regulatory
                                         Agency” shall mean any one of the following: United States Food and Drug Administration
                                         (“FDA”) or any successor agency; or any counterparts thereof in jurisdictions
                                         outside of the U.S.



 


		1.165	“Regulatory
                                         Approval” shall mean any and all approvals (including supplements, amendments,
                                         pre- and post-approvals, pricing and reimbursement approvals), licenses, registrations
                                         or authorizations (including marketing and labeling authorizations) of any national,
                                         supra-national (e.g., the European Commission or the Council of the European Union),
                                         regional, state or local Regulatory Agency, department, bureau, commission, council or
                                         other governmental entity, that are necessary for the development, registration, manufacture
                                         (including formulation), distribution, use, sale, import or export of a Product in a
                                         given jurisdiction.



 


		1.166	“Regulatory
                                         Exclusivity” shall mean any exclusive marketing rights or data exclusivity
                                         rights conferred by any Regulatory Agency with respect to a Product, other than Patent
                                         Rights.



 


		1.167	“Relevant
                                         Infringement” shall have the meaning set forth in Section 11.1.



 


		1.168	“Replacement
                                         Target” shall have the meaning set forth in Section 3.1.



 


		1.169	“Replacement
                                         Target Exclusivity Period” shall have the meaning set forth in Section 2.1.2.



 






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		1.170	“Replacement
                                         Target Antibody” shall mean a single Antibody directed at a Replacement Target.



 


		1.171	“Research
                                         Completion Deadline” shall have the meaning set forth in Section 5.2.1.



 


		1.172	“Research
                                         Period” shall mean, on a Target-by-Target basis, the period during which research
                                         and Development activities under this Agreement are being conducted (i) under the First
                                         Program Research Plan (whether in relation to the First Program Antibody or in relation
                                         to a Replacement Target Antibody); and (ii) the Reserved Target Research Plans (to be
                                         determined on a Research Target-by-Research Target basis); and/or (iii) the Other Pre-IND
                                         Program Research Plans (to be determined on an Optioned Target -by- Optioned Target basis).



 


		1.173	“Research
                                         Program” shall mean a program of research relating to a Reserved Target, a
                                         Research Program Antibody and LNP Technology.



 


		1.174	“Research
                                         Program Antibody” shall mean a Program Antibody (i) that [*****] as applicable; and (ii) that Genmab has elected
                                         to use and is to be used in a Reserved Target Research Plan as described in Section 5.2.1.



 


		1.175	“Research
                                         Program Antibody Combination” shall mean a Program Antibody Combination that
                                         [*****].



 


		1.176	“Reservation
                                         Fee” shall have the meaning set forth in Section 3.3 below.



 


		1.177	“Reservation
                                         Period” shall have the meaning set forth in Section 3.2.1 below.



 


		1.178	“Reserved
                                         Target” shall have the meaning set forth in Section 3.2.1 below. For purposes
                                         of this Agreement, and unless otherwise set forth herein, Reserved Target shall include
                                         a Reserved Target Combination, as applicable.



 


		1.179	“Reserved
                                         Target Combination” shall have the meaning set forth in section 3.2.1 below.



 


		1.180	“Reserved
                                         Target Data Package” shall have the meaning set forth in Section 5.2.2.



 


		1.181	“Reserved
                                         Target Research Plan” shall have the meaning set forth in Section 5.2.1 below.



 


		1.182	“Roche
                                         License” shall mean the non-exclusive license made between CureVac and F.Hoffmann-La
                                         Roche Ltd dated [*****] granting Roche [*****]. For the purposes of this Agreement, the
                                         term Roche License shall not include any amendments made to the non- exclusive license
                                         agreement between CureVac and Roche after the Effective Date.



 


		1.183	“Royalty
                                         Product Patent Rights” shall mean, on a Product-by-Product basis the First
                                         Composition of Matter Patent Rights. For the avoidance of doubt, the term Royalty Product
                                         Patent Rights shall not include any later filed Patent Rights not claiming priority from
                                         or comprised in the First Composition of Matter Patent Rights, such as later filed Patent
                                         Rights that relate to other aspects of the Product (e.g., Patent Rights relating to formulation,
                                         processes, uses or other applications of the Product).



 






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		1.184	“Royalty
                                         Term” shall have the meaning set forth in Section 10.6.3.



 


		1.185	“Single
                                         Antibody Product” shall mean a Product that is designed to express one Program
                                         Antibody. Single Antibody Product includes the First Program Antibody and the Replacement
                                         Target Antibody.



 


		1.186	“Sub-Committee”
                                         shall have the meaning set forth in Section 9.4 below.



 


		1.187	“Sublicensee”
                                         shall mean any Third Party licensee (aside from Genmab’s Affiliates and any Third
                                         Party contractors used by Genmab in the Development, Manufacture or Commercialization
                                         of the Products on Genmab’s behalf), which obtains rights to the CureVac Technology
                                         or LNP Technology under a license granted by Genmab, its Affiliates or another such Third
                                         Party that was sublicensed such rights by Genmab, its Affiliates or another Sublicensee.



 


		1.188	“Successful
                                         GLP Tox” shall mean the earlier of (i) the date where a formal decision by
                                         Genmab’s relevant project board or equivalent to file for IND submission is communicated
                                         to CureVac, whether or not the JRC has received data confirming that the success criteria
                                         as defined in the R&D Plan for the formal toxicology studies required for such IND
                                         submission have been fulfilled; or (ii) [*****] after the JRC has received data confirming
                                         that the success criteria as defined in the R&D Plan for the formal toxicology studies
                                         required for such IND submission have been fulfilled.



 


		1.189	“Switching
                                         Costs” shall mean those incremental additional payments to be made by CureVac
                                         to a provider of LNP Technology other than under the Acuitas License or Arcturus License
                                         resulting from the decision by Genmab to switch from the First Collaboration Target to
                                         a Replacement Target, including payment of additional license or reservation fees and/or
                                         increased royalties because a new license of LNP Technology is required other than the
                                         Arcturus License or Acuitas License. For clarity, the term “Switching Costs”
                                         shall only comprise the delta between what CureVac would have had to pay to Arcturus
                                         under the Arcturus License or to Acuitas under the Acuitas License for an LNP Technology
                                         license relating to the First Collaboration Target and what CureVac will have to pay
                                         to a provider of LNP Technology other than under the Acuitas License or Arcturus License
                                         for an LNP Technology license relating to the Replacement Target. The Switching Costs
                                         shall be determined from time to time when any payment relating to the Replacement Target
                                         is due under such LNP Technology license other than Acuitas License or Arcturus License
                                         by comparing the actual total payments made or due under such other LNP Technology license
                                         with the payments that would have been made by or due from CureVac under the Arcturus
                                         License or Acuitas License with respect to the given Product. Whether the Arcturus License
                                         or Acuitas License will be used as reference point when making such calculations of the
                                         then current total Switching Costs will depend on which of the two LNP Technologies that
                                         were used for Product based on the First Program Antibody.



 






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		1.190	“Target”
                                         shall mean a distinct single antigen defined by its unique UniProt/SwissProt number.
                                         For purposes of this Agreement, and unless otherwise set forth herein, Target shall include
                                         a Target Combination, as applicable.



 


		1.191	“Target
                                         List” and “Target List Rep” shall have the meanings set
                                         forth in Section 3.2.2.



 


		1.192	“Target
                                         Combination” shall mean a combination of up to [*****] distinct antigens per
                                         Product, as defined by their unique UniProt/SwissProt numbers.



 


		1.193	“Target
                                         Subset” shall mean any individual Targets or subcombinations thereof within
                                         an Optioned Target Combination which does not contain the specific combination of Targets
                                         constituting an Optioned Target Combination targeted by an Other Program Antibody or
                                         Other Program Antibody Combination (e.g., if Genmab has exercised an Optioned Target
                                         Combination consisting of “a+b+c”, then any individual Target or other subcombination
                                         of Targets within the Optioned Target Combination of “a+b+c”, i.e. the combinations
                                         of “a+b”, “b+c” or “a+c” or the individual Targets
                                         “a” or “b” or “c”), would each constitute a Target
                                         Subset.



 


		1.194	“Term”
                                         shall have the meaning set forth in Section 15.1.



 


		1.195	“Terminating
                                         Party” shall have the meaning set forth in Section 7.9.



 


		1.196	“Territory”
                                         shall mean the world.



 


		1.197	“Third
                                         Party” shall mean any Person, other than CureVac or Genmab and their respective
                                         Affiliates.



 


		1.198	“Third
                                         Party IP” shall have the meaning set forth in Section 2.8.



 


		1.199	“Valid
                                         Claim” shall mean either (i) a claim of an issued and unexpired patent within
                                         (A) CureVac Patent Rights, excluding any claim within the CureVac Program Patent Rights,
                                         CureVac Other Invention Patent Rights or Joint Patent Rights Covering a Product where
                                         such CureVac Program Patent Right(s), CureVac Other Invention Patent Right(s) or Joint
                                         Patent Right(s) has a later priority date than any Royalty Product Patent Right Covering
                                         such Product; (B) Patent Rights within LNP Technology Controlled by CureVac and licensed
                                         by CureVac to Genmab under or in connection with this Agreement; or (C) Royalty Product
                                         Patent Rights, and, in each case of (A), (B) and (C), which has not been revoked or held
                                         permanently unenforceable, unpatentable or invalid by a decision of a court or other
                                         governmental agency of competent jurisdiction, unappealable or unappealed within the
                                         time allowed for appeal, and which has not been found or admitted to be abandoned, disclaimed,
                                         denied, invalid or unenforceable through re-examination, reissue or disclaimer or otherwise;
                                         or (ii) a claim of a pending patent application within the CureVac Patent Rights, (excluding
                                         any claim within the CureVac Program Patent Rights, CureVac Other Invention Patent Rights
                                         or Joint Patent Rights Covering a Product where such CureVac Program Patent Right(s),
                                         CureVac Other Invention Patent Rights or Joint Patent Right(s) has a later priority date
                                         than any Royalty Product Patent Right Covering such Product), Patent Rights within LNP
                                         Technology Controlled by CureVac and licensed by CureVac to Genmab under or in connection
                                         with this Agreement, or Royalty Product Patent Rights, which claim has not been cancelled,
                                         withdrawn, abandoned or finally disallowed, and which claim has been prosecuted in good
                                         faith and not been pending for more than [*****] from the date of its earliest priority
                                         date. For avoidance of doubt, the term “Valid Claim” shall not include any
                                         claim of Third Party IP that has been deemed part of CureVac Technology pursuant to Section
                                         2.8.



 






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		1.200	Interpretation



 


In this Agreement, unless the context
otherwise requires, a reference to:


 


		(i)	a
                                         paragraph, section, exhibit or schedule is a reference to a paragraph, section, exhibit
                                         or schedule to this Agreement;



 


		(ii)	any
                                         document includes a reference to that document (and, where applicable, any of its provisions)
                                         as amended, novated, supplemented or replaced from time to time;



 


		(iii)	a
                                         statute or other law includes regulations and other instruments under it and consolidations,
                                         amendments, re-enactments or replacements of any of them;



 


		(iv)	the
                                         singular includes the plural and vice versa, except as it regards the definitions of
                                         Party and Parties;



 


		(v)	one
                                         gender includes the other;



 


		(vi)	“written”
                                         and “in writing” include any means of reproducing words, figures or symbols
                                         in a tangible and visible form, including acknowledged email or facsimile;



 


		(vii)	a
                                         month or year is a reference to a calendar month or Calendar Year, as the case may be;



 


		(viii)	“include”,
                                         “includes” and “including” means including without limitation,
                                         or like expression unless otherwise specified, and “for example”, “e.g.”,
                                         “such as” and similar words or phrases are descriptive, not limiting; and



 


		(ix)	the
                                         official text of this Agreement and any Exhibits shall be in English, and any notices
                                         given or accounts or statements for communication between the Parties will be in English
                                         and in the event of any dispute concerning the construction or interpretation of this
                                         Agreement, reference shall be made only to this Agreement as written in English and not
                                         to any other translation into any other language.



  






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		2.	LICENSES;
                                         EXCLUSIVITY.


 


		2.1	License
                                         Grants to Genmab.



 


		2.1.1	First
                                         Collaboration Target License. With respect to the First Collaboration Target and
                                         the First Program Antibody, subject to the terms and conditions of the Agreement, and
                                         for the Term, CureVac hereby grants to Genmab, and Genmab hereby accepts, an exclusive
                                         (subject to Section 2.1.6) license under the CureVac Technology to Develop, Manufacture
                                         and Commercialize a Single Antibody Product in the Field and in the Territory. This license
                                         shall automatically terminate upon final clearance by CureVac of a Replacement Target
                                         and related Program Antibody nominated by Genmab in accordance with Section 3.2.2 below.
                                         For clarity, the grant of a license under this Section 2.1.1 to [*****],
                                         unless otherwise specified in this Agreement.



 


		2.1.2	Replacement
                                         Target License. With respect to a Replacement Target nominated by Genmab and cleared
                                         by CureVac under the provisions of Section 3.2.2, as of the final clearance of such Replacement
                                         Target and related Program Antibody(-ies), and subject to the terms and conditions of
                                         this Agreement, and for a term starting upon clearance of the Replacement Target and
                                         ending at the earlier of (i) [*****], or (ii) [*****] after clearance of the respective Replacement Target
                                         (“Replacement Target Exclusivity Period”), CureVac hereby grants to
                                         Genmab, and Genmab accepts, an exclusive (subject to Section 2.1.6) license under the
                                         CureVac Technology to Develop, Manufacture and Commercialize a Single Antibody Product
                                         in the Field in the Territory. For clarity, the grant of a license under this Section
                                         2.1.2 to Manufacture shall not require CureVac to transfer any Know-How comprised in
                                         the CureVac Manufacturing Technology, unless otherwise specified in this Agreement.



 


		2.1.3	Reserved
                                         Target License. With respect to a Reserved Target, subject to the terms and conditions
                                         of this Agreement, and for a period of [*****] after the Effective Date, CureVac hereby
                                         grants to Genmab, and Genmab hereby accepts an exclusive (subject to Section 2.1.6) license
                                         under the CureVac Technology to conduct or have conducted research and pre-clinical Development
                                         on Antibody-based Products in the Field and in the Territory, such research and pre-clinical
                                         Development to enable Genmab to make a decision as to whether it wants to advance the
                                         Reserved Target to an Optioned Target. If the Reserved Target is a Reserved Target Combination,
                                         the exclusivity under this Section 2.1.3 shall apply to all combinations, including subsets
                                         of combinations within the respective Reserved Target Combination, but does not apply
                                         to individual Targets within such Reserved Target Combination. For illustration purposes,
                                         if the Reserved Target Combination was a+b+c, the exclusivity would also apply to the
                                         combination of a+b, b+c and a+c, but not to a, b or c individually.



 


		2.1.4	Optioned
                                         Target License. With respect to any Optioned Target, subject to an Option Exercise
                                         under Section 3.4 below, and subject to the terms and conditions of this Agreement, and
                                         for a term starting upon Option Exercise and ending at the earlier of (i) [*****]; or (ii) [*****]
                                         after the Option Exercise (“Optioned Target Exclusivity Period”),
                                         CureVac hereby grants to Genmab, and Genmab hereby accepts an exclusive (subject to Section
                                         2.1.6) license under the CureVac Technology to Develop, Manufacture and Commercialize
                                         Single Antibody Products or Cocktail Products, as applicable. If the Optioned Target
                                         is an Optioned Target Combination, the exclusivity under this Section 2.1.4 applies to
                                         the specific combination within the respective Optioned Target Combination, and neither
                                         applies to any other combinations, nor to individual Targets within such Optioned Target
                                         Combination. The grant of a license under this Section 2.1.4 to Manufacture shall not
                                         require CureVac to transfer any Know-How comprised in the CureVac Manufacturing Technology,
                                         unless otherwise specified in this Agreement.



 






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		2.1.5	Other
                                         Product Licenses. With respect to any Product (and related Program Antibodies and
                                         Program Antibody Combinations) generated during Replacement Target Exclusivity Period,
                                         Reservation Period or Optioned Target Exclusivity Period, subject to the terms and conditions
                                         of this Agreement, and for the Term, CureVac hereby grants to Genmab, and Genmab hereby
                                         accepts, an exclusive (subject to Section 2.1.6) license under the CureVac Technology
                                         to Develop, Manufacture and Commercialize such Products in the Field and in the Territory.
                                         For clarity, the grant of a license under this Section 2.1.5 to [*****].



 


		2.1.6	BioNTech
                                         License and Roche License. Notwithstanding the above, until [*****] the licenses
                                         under the CureVac Technology granted to Genmab pursuant to this Section 2.1 shall be
                                         non-exclusive with respect to rights under Patent Rights [*****] listed in Exhibit
                                         1.13 to the extent the non-exclusive license granted by CureVac to BioNTech AG is
                                         overlapping with the license granted to Genmab under said Patent Rights. Further, until
                                         [*****] the licenses under the CureVac Technology granted to Genmab pursuant to this
                                         Section 2.1 shall be non-exclusive with respect to rights under [*****] to the extent
                                         the non-exclusive license granted by CureVac to F.Hoffmann-La Roche Ltd is overlapping
                                         with the licenses granted to Genmab under [*****]”.



 


		2.1.7	Other
                                         Technologies Licenses. The rights granted under this Section 2.1 (2.1.1, 2.1.2, 2.1.3,
                                         2.1.4, and 2.1.5) include (i) an extension of CureVac’s rights to Genmab, its Affiliates,
                                         subcontractors and permitted Sublicensees as “Direct Collaboration Partner”
                                         or “Indirect Collaboration Partner” under the Patent Rights identified by
                                         the patent family identifier CV-P- Geneart in Exhibit 1.144; and (ii) a non-exclusive
                                         sublicense of CureVac to Genmab, under the Patent Rights identified by the patent family
                                         identifier [*****] in Exhibit 1.144.



 


		2.2	Sublicenses.
                                         Subject to the terms and conditions of this Agreement, Genmab shall have the right
                                         to sublicense any and all rights licensed to Genmab under Section 2.1 to its Affiliates.
                                         With respect to any and all rights licensed to Genmab under Section 2.1, and subject
                                         to the terms and conditions of this Agreement, Genmab shall have the right to sublicense
                                         to any Third Party (with the right to sublicense in multiple tiers) [*****] only upon
                                         CureVac’s prior written consent which CureVac may grant or withhold in its sole
                                         discretion. [*****], Genmab shall have the right to sublicense any and all rights licensed
                                         to Genmab under Sections 2.1.1 (First Collaboration Target) or 2.1.2 (Replacement Target),
                                         Section 2.1.5 (other Product license) and Section 2.1.7 (Other Technologies License)
                                         to any Third Party (with the right to sublicense in multiple tiers) upon CureVac’s
                                         prior written consent which shall not be unreasonably withheld; and such consent is only
                                         required if such Third Party is either a direct competitor of CureVac within the field
                                         of the development of mRNA-based products (such as, but not limited to, [*****] and/or
                                         is residing in [*****] at the time when Genmab wishes to grant such sublicense.
                                         After [*****] Genmab shall have the right
                                         to sublicense any and all rights licensed to Genmab under Sections 2.1.1 or 2.1.2 Section
                                         2.1.5 and Section 2.1.7 (Other Technologies License) without CureVac’s prior written
                                         consent. Any sublicense by Genmab to a Third Party shall be in writing and consistent
                                         with and subject to the terms of this Agreement, and shall include an obligation for
                                         each such Sublicensee to comply with the applicable obligations of Genmab set forth in
                                         this Agreement. Genmab will provide CureVac with written notice of any [*****].



 






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		2.3	License
                                         Grants to CureVac. Subject to the terms and conditions of the Agreement, Genmab hereby
                                         grants to CureVac, and CureVac hereby accepts, a non-exclusive, royalty-free license
                                         under the Genmab Technology to perform CureVac’s obligations under the Agreement
                                         with respect to the research and Development of Products on behalf of Genmab.



 


		2.4	Exclusivity.



 


		2.4.1	Genmab.
                                         Except for the exercise of rights hereunder with respect to Products, neither Genmab,
                                         its Affiliates nor its Sublicensees holding exclusive rights to the CureVac Technology
                                         in the Field and in the Territory, shall develop or commercialize an mRNA-based [*****]
                                         Antibody (including a [*****] Antibody) product or a
                                         [*****] Antibody that is based on [*****] as described in Exhibit 1.77.



 


		2.4.2	CureVac
                                         on the First Collaboration Target. During the term of this Agreement, CureVac, itself
                                         or through its Affiliates, shall not, directly or indirectly, offer any rights to a Third
                                         Party under the LNP Technology for the First Collaboration Target or conduct or participate
                                         in the research, development, manufacture, use, offer for sale, or other exploitation
                                         of any mRNA-based product that is designed to express a Single Antibody (including monoclonal,
                                         bispecific or multispecific Antibody) product that is directed at the First Collaboration
                                         Target or any recombinant single Antibody (including monoclonal, bispecific or multispecific
                                         Antibody) product directed at the First Collaboration Target. Notwithstanding the above,
                                         if Genmab replaces the First Collaboration Target with a Replacement Target pursuant
                                         to Section 3.1, then CureVac shall be released from its exclusivity obligations set out
                                         above in this Section 2.4.2 as of the date of such replacement and instead Section 2.4.3
                                         shall apply with respect to the Replacement Target.



 


		2.4.3	CureVac
                                         on the Replacement Target. CureVac, itself or through its Affiliates, shall not,
                                         directly or indirectly, offer any rights to a Third Party under the CureVac Technology
                                         or LNP Technology for the Replacement Target or conduct or participate in the research,
                                         development, manufacture, use, offer for sale, or other exploitation of any recombinant
                                         or mRNA-based Antibody product directed at the Replacement Target until the earlier of
                                         (i) [*****]; and (ii) [*****] after final clearance of the Replacement Target under Section
                                         3.2.2.



 






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		2.4.4	CureVac
                                         on Reserved Targets and Reserved Target Combinations; Optioned Targets and Optioned Target
                                         Combinations; Opt-In Target. Once a Target or Target Combination, as applicable,
                                         becomes a Reserved Target or Reserved Target Combination, CureVac, itself or through
                                         its Affiliates, shall not directly or indirectly, offer any rights to a third party under
                                         the CureVac Technology or LNP Technology for such Reserved Target or Reserved Target
                                         Combination or conduct or participate in the research, development, manufacture, use,
                                         offer for sale, or other exploitation of any mRNA-based product that is designed to express
                                         an Antibody or Antibody Combination that is directed at such Reserved Target or Reserved
                                         Target Combination, or any recombinant Antibody product or Antibody Combination product
                                         directed at such Reserved Target or Reserved Target Combination. The non-compete obligations
                                         under this Section 2.4.4 shall continue until expiry of the Reservation Period for such
                                         Reserved Target or Reserved Target Combination, as applicable, unless Genmab exercises
                                         an Option with respect to a Reserved Target or Reserved Target Combination, as applicable,
                                         in which case the non-compete obligations with respect to such Target or Target Combination
                                         (then an Optioned Target or Optioned Target Combination) shall remain in effect until
                                         the end of the Optioned Target Exclusivity Period. CureVac retains its rights to conduct
                                         or participate in the research, development, manufacture, use, offer for sale, or other
                                         exploitation of mRNA or recombinant based products directed at single Targets of a Reserved
                                         Target Combination during the Reservation Period, but not for combinations of individual
                                         Targets within a Reserved Target Combination (e.g., a combination of a+b where the Reserved
                                         Target Combination consists of a+b+c). After the Reservation Period, the non-compete
                                         obligations under this Section 2.4.4 automatically expire with respect to any Target
                                         Combinations within the Reserved Target Combination that is not the Optioned Target Combination
                                         (e.g., if Genmab exercises an option for the combination a+b+c, then CureVac will get
                                         the rights back to work on e.g.; “a+b” or “a+b+c+d”); and after
                                         the Optioned Target Exclusivity Period, the non-compete obligations under this Section
                                         2.4.4 automatically expire with respect to any Optioned Target and Optioned Target Combination
                                         that is not addressed by an Other Program Antibody. Notwithstanding anything to the contrary
                                         above, in the event of an Opt-In by CureVac under Section 7.1 and until the earlier of
                                         (i) an assignment by CureVac under Section 7.8 or (ii) CureVac’s termination of
                                         its [*****] collaboration of the Opt-In Program pursuant to Section 7.9, CureVac, itself
                                         or through its Affiliates, shall not, directly or indirectly, offer any rights to a Third
                                         Party under the CureVac Technology or LNP Technology for the Opt-In Target, or conduct
                                         or participate in the research, development, manufacture, use, offer for sale, or other
                                         exploitation of any mRNA-based product that is designed to express an Antibody product
                                         that is directed at the Opt-In Target or any recombinant Antibody product directed at
                                         the Opt-In Target. For avoidance of doubt, in the event of assignment by CureVac under
                                         Section 7.8 the exclusivity obligation set out above shall continue to apply with respect
                                         to the Third Party assignee.



 


		2.5	Trademarks.
                                         Genmab will be free to use and to register in any trademark office in the Territory
                                         any trademark for use with a Product in its sole discretion; provided, however,
                                         nothing herein shall grant Genmab any right to use any trademark Controlled by CureVac
                                         and/or its Affiliates. Genmab will own all right, title and interest in and to any such
                                         trademark it selects in its own name during and after the Term.



 


		2.6	Know-How
                                         Transfer; Availability of Employees. As and when required in relation to an R&D
                                         Plan (and from time to time during the Term if new Know-How comes to be Controlled by
                                         CureVac) or as soon as reasonably practicable upon Genmab’s request, CureVac shall
                                         disclose and/or deliver to Genmab copies of all Development Data and information in CureVac’s
                                         possession relating to the CureVac Know-How which is reasonably required for Genmab’s
                                         research and Development activity in accordance with the respective R&D Plan (including
                                         for regulatory purposes), with the exception, however, of all Know-How comprised in the
                                         CureVac Manufacturing Technology which shall be made available to Genmab or its designee
                                         as set forth in Sections 6.5 and/or pursuant to Tech Transfer Plan, the Early Clinical
                                         Supply Agreement and/or the MSA. [*****].
                                         The technology transfer to be undertaken under Sections 2.6 and 6.5 shall be overseen
                                         by the Joint Research Committee.



 






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		2.7	No
                                         Implied License. Nothing in this Agreement shall be deemed to constitute the grant
                                         of any license or other right to either Party in respect of any technology of the other
                                         Party, except as expressly set forth herein, and no license rights shall be created hereunder
                                         by implication, estoppel or otherwise. Neither Party shall represent to any Third Party
                                         that it enjoys, possesses, or exercises any proprietary or property right or otherwise
                                         has any other right, title or interest in the technology of the other Party except for
                                         such rights as are expressly set forth herein. Any rights of a Party not expressly granted
                                         to the other Party under the provisions of this Agreement shall be retained by such Party.



 


		2.8	Third
                                         Party Intellectual Property – CureVac Activities. If, during the Term, CureVac
                                         obtains a sub-licensable license to any Patent Rights or Know-How Controlled by a Third
                                         Party that is necessary or useful to Develop, Manufacture, Commercialize or otherwise
                                         exploit Products in the Field in the Territory (“Third Party IP”),
                                         then CureVac shall notify Genmab of the rights that CureVac has obtained with respect
                                         such Third Party IP (including details of the financial and commercial terms and other
                                         obligations that would be placed on Genmab as a sublicensee) promptly after obtaining
                                         such rights or, if reasonably possible before obtaining such rights and only in the circumstances
                                         that the license relates solely to a Product, allow Genmab to provide input to the draft
                                         terms to be taken into good faith consideration by CureVac. Genmab shall notify CureVac
                                         within [*****] after receipt of such notice whether Genmab desires to include such Third
                                         Party IP under the licenses granted to Genmab by CureVac pursuant to Section 2.1. If
                                         Genmab notifies CureVac that it desires to include Third Party IP under the license granted
                                         to Genmab by CureVac pursuant to Section 2.1, then (a) such Third Party IP is and shall
                                         be automatically included in the definition of CureVac Technology and in the licenses
                                         under Section 2.1, and (b) as a sublicensee of CureVac Genmab will meet all obligations
                                         of CureVac that are applicable to Genmab’s activities as a sub-licensee and have
                                         been disclosed by CureVac to Genmab; and (c) to the extent necessary CureVac will grant
                                         to Genmab a formal sublicense, and (d) subject to the below in this Section 2.8, [*****]. For avoidance of doubt, in the
                                         event that CureVac uses the Third Party IP for its own products or other Third Party
                                         products, [*****]. The proportionate
                                         amount shall be judged at the time of any payment by CureVac under the license, and shall
                                         be calculated by reference to the number of Products under Development by Genmab at that
                                         time in comparison to the number of products under research or development by CureVac
                                         or any licensee of CureVac and, if applicable, the number of available product slots
                                         (license options). For illustration purposes only, if Genmab then had one Product under
                                         Development, and CureVac and its licensees had five products under research or development
                                         and four available product slots (license options), the proportionate amount would be
                                         [*****] Genmab shall make such [*****] within [*****] after receipt of an invoice
                                         therefor from CureVac. For the avoidance of doubt, the obligations of [*****]
                                         amounts payable by CureVac to a Third Party as set forth in this Section 2.8 apply solely
                                         with respect to licenses under Third Party IP that are entered into by CureVac after
                                         the Effective Date. CureVac shall be solely responsible for any amounts payable with
                                         respect to licenses to Third Party IP entered into by CureVac (or an Affiliate to CureVac)
                                         prior to the Effective Date and forming part of CureVac Background Technology or Other
                                         Technologies. Notwithstanding anything to the contrary above, to the extent the Patent
                                         Rights comprised in the Third Party IP sublicensed hereunder to Genmab were granted Patent
                                         Rights as of the Effective Date and are referenced in the Disclosure Letter, then Genmab
                                         shall have the right to deduct one hundred per cent (100%) of the amounts [*****]
                                         to CureVac under this Section 2.8 from milestone payments due to CureVac under Section
                                         10.5 and/or from royalties due to CureVac under Section 10.6 subject always to the provisions
                                         of Section 10.6.9. If Genmab decides that it does not wish to take a sublicense to such
                                         Third Party IP from CureVac it shall not be treated as part of CureVac Technology. If
                                         Genmab subsequently takes a license to such Third Party IP to which CureVac holds a license
                                         and where CureVac has previously offered an equivalent sublicense, [*****]. For avoidance of doubt, with respect to sublicenses from
                                         CureVac to Third Party IP not referenced in the Disclosure Letter or Third Party Patent
                                         Rights referenced in the Disclosure Letter that are not granted as of the Effective Date,
                                         then to the extent that such sublicenses qualify as FTO Licenses, Genmab shall have the
                                         right to deduct [*****] made to CureVac in accordance with the
                                         provisions set out in Section 10.6.6 (Other Third Party Payments) and subject always
                                         to the provisions of Section 10.6.9.



 






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		2.9	CureVac
                                         New Patent Rights. CureVac shall notify Genmab of any Patent Right and related Know-How
                                         Controlled by CureVac that (a) Cover an invention made by CureVac during the Term outside
                                         the scope of this Agreement and are unrelated to CVCM or LNP technology, and, for clarity,
                                         that are not in-licensed from a Third Party, and (b) are necessary or reasonably useful
                                         to Develop, Manufacture, Commercialize or otherwise exploit Products in the Field in
                                         the Territory (each, a “New Patent Right”). For avoidance of doubt
                                         this does not include Patent Rights and related Know-How Covering manufacturing processes
                                         outside the scope of CureVac Manufacturing Technology. Genmab shall notify CureVac within
                                         [*****] after receipt of such notice whether Genmab desires to include such New Patent
                                         Right under the licenses granted to Genmab by CureVac pursuant to Section 2.1. If Genmab
                                         notifies CureVac that Genmab desires to include such New Patent Right under the licenses
                                         granted to Genmab by CureVac pursuant to Section 2.1, then such New Patent Right is and
                                         shall be automatically included in the definitions of the CureVac Patent Rights and shall
                                         be considered within 1.199 (i) (Valid Claim) regardless of the priority date of the New
                                         Patent Right and shall be included in the licenses granted to Genmab by CureVac pursuant
                                         to Section 2.1.



 






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		3.	REPLACEMENT
                                         TARGET; RESERVED TARGETS; OPTIONED TARGETS.



 


		3.1	Replacement
                                         of the First Collaboration Target. If the pre-clinical Program with respect to the
                                         First Collaboration Target does not meet the success criteria set forth in the First
                                         Program Research Plan attached hereto as Exhibit 5.1.1 (as may be modified by
                                         JRC), Genmab has the [*****] right, [*****] after the Effective Date, to
                                         seek to replace the First Collaboration Target by another Target (“Replacement
                                         Target”). Genmab shall nominate a Replacement Target by written notice to CureVac,
                                         and CureVac will then operate the clearance procedures, in accordance with Section 3.2.2.
                                         If CureVac gives written notice to Genmab that the Replacement Target is cleared and,
                                         upon written notice by Genmab that it wishes to replace the First Collaboration Target
                                         by such Replacement Target, the Replacement Target will replace the First Collaboration
                                         Target for purposes of this Agreement. Upon replacement, the Parties through the JRC
                                         will amend the First Program Research Plan as required to address any differences between
                                         the Replacement Target and the First Collaboration Target, as well as the changes in
                                         timeline resulting from the change of Target.



 


		3.2	Target
                                         Reservation.



 


		3.2.1	Reserved
                                         Targets and Reservation Period. During a period starting on the first anniversary
                                         of the Effective Date and ending [*****] after the Effective Date, Genmab shall have
                                         the right to exclusively reserve up to four (4) Targets or Target Combinations, in order
                                         to enable Genmab, to exercise up to three (3) options, to Develop, Manufacture and Commercialize
                                         Products against the Targets or Target Combinations, as applicable, for which the option
                                         is exercised, in addition to the Products against the First Collaboration Target or Replacement
                                         Target, as applicable. A Target or Target Combination shall become a “Reserved
                                         Target” or a “Reserved Target Combination” as applicable,
                                         upon (i) [*****], and (ii) [*****]. Such Reserved Target shall remain a Reserved Target until [*****] or such period as extended in accordance with Section 5.2.2 below
                                         (“Reservation Period”). If Genmab notifies CureVac that it does not
                                         wish to exercise an option with respect to a Reserved Target, latest upon expiry of the
                                         Reservation Period, the respective Target shall cease to be a Reserved Target; and upon
                                         exercise of three (3) options, any fourth (4th) Reserved Target shall cease to be such
                                         a Reserved Target.



 


		3.2.2	Clearance
                                         of Targets. CureVac shall appoint a representative of CureVac (“Target List
                                         Rep”) who is a legal counsel in the legal department or IP department of CureVac
                                         or employed with an external law firm, to keep a list of all Targets and Target Combinations
                                         that are the subject of or related to any ongoing evaluation or research project of CureVac
                                         and/or in collaboration with or under option or license to any Third Party (“Target
                                         List”). CureVac shall provide to Genmab contact details of the Target List
                                         Rep. If Genmab wishes to reserve a Target or Target Combination, Genmab shall in writing
                                         request CureVac to perform a Target or Target Combination clearance. Clearance will be
                                         conducted in accordance with the following process: First, Genmab shall inform the Target
                                         List Rep in writing that Genmab wishes to conduct a Target or Target Combination clearance.
                                         Second, within [*****] from receipt of such information from Genmab the Target List Rep
                                         updates the Target List and confirms to Genmab that the Target List is updated. Third,
                                         Genmab shall set out details of the Target or Target Combination to the Target List Rep
                                         and within [*****] the Target List Rep shall indicate to Genmab whether the Target or
                                         Target Combination is available. If the Target or Target Combination, as applicable,
                                         is available and Genmab wishes to go ahead, Genmab shall then submit to CureVac the full
                                         sequences of the proposed Research Program Antibody(-ies) as specified in the clearance
                                         templates in Exhibit 3.2.2, as applicable. Unless Genmab informs CureVac that
                                         it will independently secure rights to an appropriate LNP Technology, CureVac shall within
                                         a further [*****] review and investigate whether LNP Technology for a Product based on
                                         the Target or Target Combination and proposed Research Program Antibody(-ies) is potentially
                                         available through CureVac. In connection with such review and investigation, CureVac
                                         shall be authorized to provide the full sequences of the proposed Research Program Antibody(-ies)
                                         to the in-house legal or IP counsel of the potential LNP Technology provider or an external
                                         legal or IP representative handling any gatekeeping clearance procedures that it operates,
                                         provided that the LNP Technology provider and, if applicable, its external legal or IP
                                         representative is subject to confidentiality obligations at least as stringent as the
                                         confidentiality obligations on the Parties set forth herein as well as an obligation
                                         not to disclose the sequence to any Third Party. If CureVac determines that LNP Technology
                                         for a Product based on the Target or Target Combination and proposed Research Program
                                         Antibody(-ies) is available through CureVac, it shall give notice to Genmab hereof. If
                                         CureVac cannot identify any such LNP Technology the JRC shall consider the position to
                                         recommend a way forward. The Reserved Target or Reserved Target Combination, as applicable,
                                         shall be deemed finally cleared for purposes of this Agreement, if CureVac informs Genmab
                                         that the LNP Technology is available for the respective Product(s) and related Program
                                         Antibody/Program Antibody Combination, or if Genmab waives CureVac’s obligations
                                         to support Genmab with respect to the LNP Technology under this Agreement.



 






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		3.2.3	Costs.
                                         Subject to CureVac’s Opt-in Right and except as otherwise stated in this Agreement,
                                         all Development costs under any Program relating to Reserved Targets shall be borne by
                                         Genmab.



 


		3.3	Reservation
                                         Fee. Within [*****] after a Target or Target Combinations becomes a Reserved Target
                                         or Reserved Target Combination, as applicable, in accordance with Section 3.2.1, Genmab
                                         shall pay to CureVac a reservation fee of US Dollars [*****] per Reserved Target or Reserved
                                         Target Combination, as applicable, (“Reservation Fee”), provided,
                                         however, that in the event the Reservation Fee has not been paid within [*****] after
                                         the date that the Target or Target Combination became a Reserved Target or Reserved Target
                                         Combination, as applicable, pursuant to Section 3.2.1, such Target or Target Combination
                                         shall no longer be reserved for purpose of this Agreement. The Reservation Fee shall
                                         be creditable against the Option Exercise Fee for the respective Reserved Target or Reserved
                                         Target Combination, in the event Genmab advances such Reserved Target or Reserved Target
                                         Combination to an Optioned Target or Optioned Target.



 


		3.4	Exclusive
                                         Option. As of the Effective Date and in consideration for the respective Option Exercise
                                         Fee as set forth in Section 10.2, CureVac hereby grants to Genmab, and Genmab hereby
                                         accepts, three (3) exclusive options for the shorter of (i) a term of [*****] after the
                                         Effective Date; or (ii) on a Reserved Target-by-Reserved Target basis, the Reservation
                                         Period (“Option Period”), to obtain exclusive licenses to Reserved
                                         Targets, as set forth in Section 2.1.3 above. Genmab may exercise the option under this
                                         Section 3.4 on a Reserved Target-by-Reserved Target basis by way of written notice to
                                         CureVac during the Option Period (“Option Exercise”). As of the date
                                         of the Option Exercise, and provided the Option Exercise Fee has been timely paid in
                                         accordance with Section 10.2 below, the Reserved Target or Reserved Target Combination
                                         shall become an “Optioned Target” or “Optioned Target Combination”,
                                         as applicable. For clarity, in order to protect Genmab’s exclusive option, during
                                         the Option Period the exclusivity obligations set out in Section 2.4 shall apply.



 






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		4.	LNP
                                         TECHNOLOGY.



 


		4.1	First
                                         Program Antibody. CureVac will at its own cost secure the rights to the LNP Technology
                                         required for Genmab to Develop, Manufacture and Commercialize a Single Antibody Product
                                         identified under the First Program Research Plan (whether in relation to the First Collaboration
                                         Target or a Replacement Target) with the exception of any Switching Costs which will
                                         be borne by Genmab and/or CureVac pursuant to the mechanism set forth below in this Section
                                         4.1. The rights may be exclusive or non-exclusive, and may be under the Arcturus License,
                                         the Acuitas License or utilizing any other suitable LNP Technology of a Third Party other
                                         than Arcturus or Acuitas. CureVac shall hold the license required and, if CureVac decides
                                         to source other suitable LNP Technology, shall be responsible for (i) investigating the
                                         availability of such other suitable LNP Technology and in connection with such investigation,
                                         upon Genmab’s prior written approval (not to be unreasonably withheld), CureVac
                                         shall be authorized to provide the full sequences of the First Program Antibody or Replacement
                                         Target Antibody to the in-house legal or IP counsel of the potential LNP Technology provider
                                         or an external legal or IP representative handling any gatekeeping clearance procedures
                                         that it operates on behalf of said provider, provided that the LNP Technology provider
                                         and, if applicable, its external legal or IP representative is subject to confidentiality
                                         obligations at least as stringent as the confidentiality obligations on the Parties set
                                         forth herein and, in addition, an obligation not to share the sequences with any Third
                                         Party; and (ii) negotiating and agreeing the terms for the license under the LNP Technology
                                         for the conduct of the First Collaboration Program for the First Collaboration Target
                                         and, if applicable and subject to the below in this Section 4.1 and in Section 4.2, the
                                         Replacement Target. Prior to CureVac deciding on the use of a particular LNP Technology
                                         for the First Collaboration Target that is not the LNP Technology licensed under the
                                         Arcturus License or the Acuitas License, Genmab shall have the right to review and consider
                                         all terms relevant to Genmab for such LNP Technology license, including any relevant
                                         agreements with any Third Party provider for such LNP Technology, relevant Patent Rights,
                                         and FTO reports (if any). If CureVac decides to source other suitable LNP Technology
                                         and Genmab, having considered the terms available from the provider of the LNP Technology,
                                         suggests certain amendments to such terms, CureVac will use Commercially Reasonable Efforts
                                         to obtain such amendments, but if CureVac cannot obtain such amendments, CureVac shall
                                         be entitled to proceed with such LNP Technology license for the First Collaboration Target
                                         without such amendments. For avoidance of doubt, CureVac shall not enter into any LNP
                                         Technology license other than the Acuitas License or Arcturus License for the Replacement
                                         Target without Genmab’s prior written consent. In the event that the First Program
                                         Research Plan is amended to include a Replacement Target, the procedure for selection
                                         of a suitable LNP Technology set out in Section 4.2 below shall apply. CureVac shall
                                         obtain the LNP Technology license in relation to the Single Antibody Product identified
                                         under the First Program Research Plan and grant to Genmab a sublicense in the form required
                                         by the license to CureVac from the LNP Technology provider. If an LNP Technology license
                                         other than Acuitas License or Arcturus License is chosen with respect to the Replacement
                                         Target and Genmab is granted a sublicense pursuant to the procedure set out in Section
                                         4.2, [*****] any applicable Switching Costs within
                                         [*****] of the date of CureVac invoice therefor, provided, however, that if the
                                         Switching Costs at a given time exceed [*****] of the total costs for such LNP Technology
                                         license, then [*****] the then current total costs for such LNP Technology license for
                                         the Replacement Target pursuant to the principles applicable to Reserved Targets and
                                         Optioned Targets set out in Section 4.3 below. Upon Genmab’s reasonable request
                                         at any time following the Effective Date, CureVac shall provide to a representative of
                                         Genmab’s legal department (and on the basis that such legal department representative
                                         may share such copies with other representatives of Genmab’s legal department as
                                         reasonably necessary and may also summarize the contents for other Genmab stakeholders
                                         who need to know the relevant information) accurate, current and unredacted copies of
                                         (i) the Acuitas License, including any future amendments thereto and (ii) the Arcturus
                                         License, including any future amendments thereto.



 






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		4.2	Selection
                                         of LNP Technology for Replacement Target Antibody and Other Program Antibodies. Genmab
                                         shall not have the right to source the LNP Technology to be used in the First Program
                                         Research Plan for the First Collaboration Target (including any Replacement Target).
                                         Genmab may request CureVac in writing to source LNP Technology itself for use in a Reserved
                                         Target Research Plan. Subject to the below in this Section 4.2, such request shall be
                                         made by Genmab prior to submitting to CureVac the full sequences of the Research Program
                                         Antibody(ies) under Section 3.2.2. For avoidance of doubt, in such eventuality CureVac
                                         shall have no responsibility to source such LNP Technology. Absent such a notice from
                                         Genmab CureVac shall use Commercially Reasonable Efforts to ensure the availability of
                                         license rights to an LNP Technology which is suitable for the Development, Manufacture
                                         and Commercialization of Products Research Program Antibody(ies) in accordance with this
                                         Agreement. Such rights may be non-exclusive. As part of the clearance procedures under
                                         Section 3.2.2 (including as a result of the provisions of Section 3.1 in relation to
                                         a Replacement Target) CureVac will present a proposal to Genmab identifying the LNP Technology
                                         CureVac suggests is used and is available for in-licensing, considering Genmab’s
                                         preference for either an exclusive or non-exclusive license to the LNP Technology. As
                                         part of this process CureVac shall evaluate LNP Technologies it has been working with
                                         in the past with respect to both their suitability and availability for the respective
                                         Replacement Target Antibody or Research Program Antibody(ies). Genmab and CureVac shall
                                         consider together the options for LNP Technology to be used at the JRC, including if
                                         a new license is required, whether CureVac should hold the license and sub-license to
                                         Genmab (with the exception of a license for Product related to the Replacement Target
                                         where CureVac shall hold the license and sublicense to Genmab), or whether each Party
                                         should hold whatever licenses it requires. CureVac shall be responsible for negotiating
                                         and agreeing the terms for the license under the LNP Technology for the conduct of the
                                         Development of Products based on the Replacement Target Antibody or Research Program
                                         Antibody(ies) and the Commercialization of Products arising therefrom. In the case of
                                         the Replacement Target Antibody or the Research Program Antibody(ies) prior to finalizing
                                         any such new license for a particular LNP Technology to be used in relation to a First
                                         Collaboration Program (for the Replacement Target) or a Research Program, Genmab shall
                                         have the right to review the terms and conditions of a license of the respective LNP
                                         Technology, including the license agreement with a Third Party, whether an exclusive
                                         and non-exclusive is available, the financial terms (identifying the separate fees for
                                         an exclusive and non-exclusive license), the Patent Rights under the LNP Technology,
                                         FTO reports (if any), and other documentation the JRC may consider relevant for the selection
                                         of an LNP Technology (“LNP Technology License Documentation Package”).
                                         For clarity, CureVac will not guarantee that a suitable LNP Technology will be available
                                         for any Program except the First Collaboration Program based on the First Program Antibody.
                                         Within [*****] of receipt by Genmab of a complete LNP Technology License Documentation
                                         Package under Section 5.2.2, Genmab shall indicate by written notice to CureVac (i) whether
                                         or not Genmab agrees to take sub-license rights to the LNP Technology on the terms specified
                                         in the LNP Technology License Documentation Package; and, if it so agrees (ii) whether
                                         the license rights should be non- exclusive or exclusive, if both such options are available.
                                         If Genmab agrees to take sub-license rights, CureVac shall obtain the license and grant
                                         to Genmab the sublicense in the form required by the license to CureVac from the LNP
                                         Technology provider as specified in the LNP Technology License Documentation Package
                                         and approved in advance by Genmab. If Genmab does not agree to take sub-license rights
                                         to the LNP Technology on the terms specified in the LNP Technology License Documentation
                                         Package, then with the exception of LNP Technology being licensed in relation to Product
                                         based on the Replacement Target, Genmab shall have the right to source LNP Technology
                                         itself.



 






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		4.3	LNP
                                         Technology License Fees. Subject to the provisions of Section 4.1 concerning Switching
                                         Costs the license fees under any LNP Technology for use in relation to the first Product
                                         directed against the First Collaboration Target or Replacement Target, as applicable,
                                         are included in the license fees under this Agreement and CureVac shall thus be solely
                                         responsible for all and any payments related to the LNP Technology for use in relation
                                         to such first Product. With respect to Reserved Targets and Optioned Targets, and save
                                         where Genmab seeks to source the LNP Technology license directly from the provider (in
                                         which case Genmab shall be responsible for [*****] of all license fees), all license
                                         fees to be paid for the rights to the respective LNP Technologies to the Third Party
                                         licensor of the respective LNP Technologies (whether signature fees, annual fees, milestone
                                         payments or royalties) shall be [*****] shared by Genmab and CureVac to the extent that
                                         such payments relate only to a license of rights for the Development, Manufacturing or
                                         Commercialization of a Research Program Antibody and any subsequent Other Program Antibody
                                         and/or the related Product. If the license fees (for example an upfront or signature
                                         fee) cover license rights to several potential products but will be used for a Product,
                                         [*****]. The [*****] amount shall
                                         be judged at the time of any payment by CureVac under the license, and shall be calculated
                                         by reference to (i) the [*****] at that time;
                                         and (ii) in comparison to the number of products under research or development by CureVac
                                         or any licensee of CureVac at that time and/or, if applicable, product slots (license
                                         options) capable of use by CureVac. For illustration purposes only, [*****]. Notwithstanding the above, if Genmab in its sole discretion elects that the
                                         Parties should obtain an exclusive license although a non-exclusive license was available
                                         at the same time, [*****] provided, however,
                                         that if the Parties agree that an exclusive license to LNP Technology is to be obtained
                                         for any Opt-In Product the full costs for such exclusive license shall be [*****]. In cases where CureVac is the licensee under the LNP Technology license,
                                         CureVac shall invoice Genmab for Genmab’s share of the license fees to a licensor
                                         of LNP Technology as and when such fees fall due. If Genmab is the licensee, it shall
                                         invoice CureVac for its share of license fees as and when such fees fall due. For clarity,
                                         if CureVac obtains the license to the LNP Technology, and grants a sublicense to Genmab,
                                         the [*****] of all license fees for a non-exclusive license shall be a pass through license
                                         fee, without any mark-up for the benefit of CureVac. For further clarity, if Genmab waives
                                         CureVac’s obligation to support Genmab with respect to the LNP Technology under
                                         this Agreement, CureVac shall have no obligation to share in the license fees payable
                                         to a licensor of LNP Technology.



 






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		5.	RESEARCH
                                         AND DEVELOPMENT COLLABORATION.



 


		5.1	First
                                         Collaboration Target, and First Program Antibody.



 


		5.1.1	Research
                                         Collaboration on the First Collaboration Target. The Parties shall jointly collaborate
                                         on the preclinical Development of the First Collaboration Target and First Program Antibody
                                         with the objective to identify and take a Product to IND stage (“First Collaboration
                                         Program”). The initial preclinical Development plan is attached hereto as Exhibit
                                         5.1.1. It contains an outline of the activities to be performed by each Party, a
                                         budget for the research activities calculated by reference to the FTE Rate, success criteria,
                                         a target product profile and a high level Development plan up to IND for a Single Antibody
                                         Product, and may be amended from time to time by the JRC subject to the mechanisms in
                                         Section 9.5.1 (“First Program Research Plan”). CureVac will on a quarterly
                                         basis, within [*****] days after receipt of an invoice from Genmab, refund Genmab [*****]
                                         of the actual Development costs of Genmab [*****] as set forth in the then current First Program Research Plan by more
                                         than [*****] and subject always to the mechanisms in Section 8.5.1, provided, however
                                         that in the event Genmab replaces the First Collaboration Target by a Replacement
                                         Target, and the JRC amends the First Program Research Plan accordingly, [*****].



 


		5.1.2	Information
                                         Exchange. Following completion by CureVac and Genmab of the activities assigned to
                                         them in the First Program Research Plan, each Party shall provide the JRC with a data
                                         package containing all Development Data and other information necessary for Genmab to
                                         decide whether it will continue the Development of any Product identified in the First
                                         Program Research Plan by filing an IND and conducting Clinical Studies. The content of
                                         the data package, as well as criteria for evaluation and selection of a candidate for
                                         Product Selection, shall be determined by the JRC and is expected to include, inter alia,
                                         (i) in vivo PK and efficacy data, i.e., toxicology and any animal data; and (ii)
                                         CMC Development data. In addition, CureVac shall provide the LNP Technology License Documentation
                                         Package for the First Collaboration Program.



 






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		5.2	Research
                                         and Development of Reserved Targets and Other Program Antibodies.



 


		5.2.1	Reserved
                                         Target Research Plan. Once any Target or Target Combination, as applicable, has been
                                         finally cleared by CureVac under Section 3.2.2, Genmab shall, with CureVac providing
                                         adequate input and support, as soon as practicable, and in any event within [*****] under Section 3.2.2, provide a research plan to the JRC for discussion,
                                         which sets forth the contemplated nonclinical Development activities to be carried out
                                         by each Party during the Reservation Period to identify a Product such that Genmab may
                                         wish to undertake Option Exercise, and a budget for activities to be performed by CureVac
                                         calculated by reference to the FTE Rate, and including a preliminary target product profile
                                         (TPP) for such a Product based on the full antibody sequences of the proposed Research
                                         Program Antibody(-ies) and selected LNP Technology (“Reserved Target Research
                                         Plan”). The Reserved Target Research Plan shall include an overview of the
                                         studies and key data sets which should be included in the Reserved Target Data Package.
                                         The date for completion of the Reserved Target Research Plan shall be set to [*****]
                                         after the date of the JRC’s or CDOs’, as applicable, approval of the Reserved
                                         Target Research Plan if it relates to a Single Antibody Product, and [*****] after the
                                         date of the JRC’s or CDOs’, as applicable, approval of the Reserved Target
                                         Research Plan if it relates to a Cocktail Product (“Research Completion Deadline”)
                                         unless the Parties mutually agree to a different completion date. The Reserved Target
                                         Research Plan shall not include any IND-enabling or GxP Development activities. The Reserved
                                         Target Research Plan shall be discussed in the JRC and the JRC shall seek to approve
                                         the Reserved Target Research Plan within [*****] after final clearance of the Reserved
                                         Target or Reserved Target Combination in accordance with the clearance procedure set
                                         out in Section 3.2.2 above. At the expiry of such [*****] if the JRC has not approved
                                         the Reserved Target Research Plan, any remaining unresolved items regarding activities
                                         to be performed by or on behalf of CureVac or that fall within the scope of Sections
                                         9.5.1(i) to 9.5.1(iii) (inclusive), where Genmab does not have final decision-making
                                         in the JRC, shall be referred to the Alliance Managers for resolution. If the Alliance
                                         Managers facilitate resolution of all issues by the JRC members, the Research Target
                                         Research Plan shall be sent back to the JRC for immediate JRC approval. If within [*****]
                                         of such referral to the Alliance Managers the Reserved Target Research Plan is still
                                         not approved, the dispute shall be deemed automatically referred to the CDOs. If within
                                         [*****] of such referral the Reserved Target Research Plan is still not approved by the
                                         CDOs, no further action under this Section 5.2.1 shall be required and the relevant Target
                                         or Target Combination shall not be designated a Reserved Target or Reserved Target Combination,
                                         as appropriate, and, for avoidance of doubt, the dispute resolution mechanisms set forth
                                         in Section 17.5.2 shall thus not apply. For clarity, this would not prevent Genmab from
                                         initiating a new reservation process under Section 3.2.1. For avoidance of doubt, any
                                         Reservation Period shall not commence until the JRC (or the CDOs, as applicable) have
                                         approved the related Reserved Target Research Plan.



 


		5.2.2	Data
                                         Package. On a Reserved Target-by-Reserved Target basis, as soon as reasonably possible
                                         following completion of the activities under the applicable Reserved Target Research
                                         Plan, which shall, subject to the below, be completed by the Research Completion Deadline,
                                         the Parties shall provide the JRC with a data package containing the Development Data
                                         generated under the Reserved Target Research Plan and other information necessary for
                                         Genmab to evaluate its interest exercising an option with respect to the Reserved Target
                                         (“Reserved Target Data Package”). In addition to the Reserved Target
                                         Data Package, CureVac shall at the same time provide the LNP Technology License Documentation
                                         Package to Genmab. If the Parties cannot reasonably provide such complete Reserved Target
                                         Data Package, or if CureVac is unable to provide the LNP Technology License Documentation
                                         Package, or if certain activities in the Reserved Target Research Plan are delayed, by
                                         the Research Completion Deadline, and unless the Parties mutually agree an extension
                                         of the Research Completion Deadline and the Reservation Period (such agreement not to
                                         be unreasonably withheld if there are outstanding Development activities required under
                                         the Reserved Target Research Plan), the Reservation Period shall be extended to allow
                                         Genmab to evaluate its interest in exercising an option pursuant to Section 3.4 by the
                                         shorter of (i) [*****] after receipt by the JRC of the complete Reserved Target Data
                                         Package and LNP Technology License Documentation Package; or (ii) [*****] after the commencement
                                         of the Reservation Period where the corresponding Reserved Target Research Plan relates
                                         to a Single Antibody Product and [*****] after commencement of the Reservation Period
                                         where the corresponding Reserved Target Research Plan relates to a Cocktail Product.



 






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		5.2.3	Other
                                         Pre-IND Program Research Plan. On an Optioned Target-by-Optioned Target basis, within
                                         [*****] after the Reserved Target becomes an Optioned Target pursuant to Section 3.4,
                                         Genmab will provide a draft Development plan for a Product directed at the respective
                                         Optioned Target up to IND stage which sets forth the detailed Development activities
                                         to be performed by each Party up to filing of IND for such Product, a budget for activities
                                         to be performed by CureVac calculated by reference to the FTE Rate, success criteria,
                                         and a preliminary target product profile (“Other Pre-IND Program Research Plan”).
                                         Such Other Pre-IND Program Research Plan will be discussed and agreed in the JRC, and
                                         requires approval by CureVac with respect to any activities to be undertaken by CureVac
                                         pursuant to such Other Pre-IND Program Research Plan.



 


		5.3	Product
                                         Selection. When under (i) the First Program Research Plan (whether directed at the
                                         First Collaboration Target or a Replacement Target); or (ii) any Reserved Target Research
                                         Plan or Other Pre-IND Program Research Plan Genmab determines that a Product has been
                                         identified which it is selecting as a clinical candidate to conduct the remaining pre-IND
                                         Development activity and, if the same is successful, further Development through Clinical
                                         Studies and any further non-clinical Development, Genmab shall give written notice to
                                         CureVac of this fact (“Product Selection Notice” and “Product
                                         Selection” as appropriate). In such case, and within [*****] Genmab will either
                                         (i) in the case of a Product resulting from the First Program Research Plan provide to
                                         CureVac a detailed Development plan for such Product to reach IND together with an outline
                                         (high-level) Development Plan for such Product to reach Regulatory Approval (in the form
                                         of marketing authorization). Genmab will allow CureVac to comment on Manufacturing related
                                         matters in the Development plan for the Product to reach IND, such reasonable comments
                                         to be reflected by Genmab in a revised version of such Development Plan; or (ii) in the
                                         case of a Product resulting from an Other Pre-IND Program Research Plan Genmab shall
                                         provide to CureVac an outline (high-level) Development plan for such Product to reach
                                         Regulatory Approval (in the form of marketing authorization), (the plans at (i) and (ii)
                                         all being a “Product Development Plans”).



 


		5.4	Diligence
                                         by CureVac. CureVac will act in good faith, using Commercially Reasonable Efforts,
                                         to perform its assigned tasks and responsibilities as described in the R&D Plans,
                                         and in accordance with all Applicable Laws. With respect to any Opt-In Target and Opt-In
                                         Product, CureVac shall use Commercially Reasonable Efforts to further Develop the Opt-In
                                         Product to market authorization and to Commercialize the Opt-In Product.



 


		5.5	Diligence
                                         by Genmab. Genmab will use Commercially Reasonable Efforts to identify and Develop
                                         a Product during the First Collaboration Program and each Research Program; and, upon
                                         Product Selection or Option Exercise, as applicable, to further Develop each Product
                                         until market authorization. Further, Genmab shall use Commercially Reasonable Efforts
                                         to Commercialize each Product for which it obtains Regulatory Approval.



 






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		5.6	Development
                                         Data, Results and records. Up until filing of IND, the Parties will with reasonable
                                         intervals make available to one another through formal reports for review and discussion
                                         within the JRC all preclinical Development Data and other results of the preclinical
                                         Development conducted pursuant to any Program, and will keep such records (paper and
                                         electronic) as described herein. The Parties will maintain records of the preclinical
                                         Development Data and other results in sufficient detail as required from Regulatory Agencies
                                         and in good scientific manner appropriate for patent purposes, and in a manner that properly
                                         reflects all work done and results achieved in the performance of such Programs.



 


		5.7	Development
                                         by CureVac. CureVac will perform certain activities as agreed between the Parties
                                         and set forth in the R&D Plans. Subject only to the funding obligations of CureVac
                                         set forth in Section 5.1.1 above, [*****] at the FTE Rate. In addition to the FTE Rate, [*****]. The compensation is to be paid [*****] on a Calendar
                                         Quarter basis. Payments shall be made and within [*****] after receipt of an invoice,
                                         with supportive documentation detailing the FTE costs and out of pocket expenses applicable
                                         to CureVac’s efforts for such applicable Calendar Quarter period.



 


		5.8	Materials.
                                         CureVac will furnish to Genmab CureVac Materials for Development use in the Programs,
                                         including those which comprise, embody or incorporate CureVac Background Technology,
                                         as expressly set forth in the respective R&D Plan. In particular, CureVac will provide
                                         to Genmab the CureVac Materials as set forth in Exhibit 5.1.1. Genmab will furnish
                                         to CureVac Materials for research and Development use in the Programs, including those
                                         which comprise, embody or incorporate Genmab Background Technology, as expressly set
                                         forth in the respective R&D Plan. In particular, Genmab will provide to CureVac the
                                         Genmab Materials as set forth in Exhibit 5.1.1. Genmab will use the CureVac Materials
                                         and CureVac will use the Genmab Materials, as applicable (i) only in accordance with
                                         the R&D Plans and otherwise in accordance with the terms and conditions of this Agreement;
                                         (ii) not in human subjects, in clinical trials, or for diagnostic purposes involving
                                         human subjects, or for any animal studies, except as expressly provided for in R&D
                                         Plans; and (iii) not reverse engineer or chemically analyze the same except as expressly
                                         provided for (if at all) in R&D Plans. The Materials will remain the sole property
                                         of the Party supplying them and will be used by the recipient Party in compliance with
                                         all Applicable Laws and only to perform activities set forth in R&D Plans. The receiving
                                         Party shall not sell, transfer, disclose or otherwise provide access to the other Party’s
                                         Materials without the written consent of the providing Party, except that the receiving
                                         Party may allow access to the other Party’s Materials to its and its Affiliates’
                                         employees, officers, consultants, subcontractors and Sublicensees who require such access
                                         to perform its activities under this Agreement and solely for purposes consistent with
                                         this Agreement; provided that such employees, officers, consultants, subcontractors and
                                         Sublicensees are bound by agreement to retain and use the Materials in a manner that
                                         is consistent with the terms of this Agreement. THE MATERIALS ARE PROVIDED “AS
                                         IS”. NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND, ARE GIVEN
                                         BY THE PROVIDING PARTY WITH RESPECT TO ANY OF THE MATERIALS, INCLUDING THEIR CONDITION,
                                         MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. The receiving Party acknowledges
                                         the experimental nature of the Materials and that accordingly, not all characteristics
                                         of the Materials are necessarily known. Upon termination or expiration of this Agreement
                                         if earlier, any and all remaining Materials will, within [*****] after such event, be
                                         returned to the Party supplying them (or destroyed, if the supplying Party shall so specify,
                                         with such destruction confirmed in writing). The provision of Materials hereunder will
                                         not constitute any grant, option or license to or under such Materials, or any Patent
                                         Rights or Know-how of the supplying Party, except as expressly set forth herein.



 






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		5.9	Delays
                                         in Performance of Non-Clinical Development Activities. If, during the performance
                                         of any of the Programs, a Party reasonably believes that such Program cannot be performed
                                         in accordance with the respective R&D Plan (excluding the Product Development Plans,
                                         for which the obligations in this Section 5.9 shall not apply), such Party shall inform
                                         the JRC thereof. To the extent a Party reasonably believes that certain amendments to
                                         the R&D Plan (excluding the Product Development Plans) are necessary or advisable,
                                         such Party shall notify the JRC of such Party’s proposed amendments and the JRC
                                         shall review such proposed amendments and consider an update of the respective R&D
                                         Plan. The JRC can only amend any Reservation Period or Research Completion Deadline with
                                         consensus (i.e. Genmab shall not have casting vote in such matter).



 


		5.10	Regulatory
                                         Approvals of Product.



 


		5.10.1	Filing.
                                         Genmab shall prepare and file all INDs and NDAs and own all Regulatory Approvals
                                         and be responsible for all decisions in connection therewith for Regulatory Approvals
                                         of Products in the Field and in the Territory; provided, however, that for the
                                         First Collaboration Program (with respect to the First Collaboration Target but not the
                                         Replacement Target if applicable) CureVac shall review and comment on the portions of
                                         the first IND related to the Product where CureVac Manufacturing Technology such as CMC
                                         data is included in such IND filing. Such review shall be conducted at the agreed FTE
                                         Rate and subject to the agreed cost [*****]. For subsequent filings of the Product
                                         from the First Collaboration Program and for all other Products, upon CureVac’s
                                         request Genmab will to the extent reasonably possible allow CureVac at CureVac’s
                                         own cost to review and comment on (i) the portions of regulatory filings related to Products
                                         where CureVac Manufacturing Technology such as CMC data is included in such filings,
                                         and (ii) safety related documents. Genmab will take into good faith consideration any
                                         such comments provided by CureVac within [*****] of CureVac’s receipt of such draft
                                         filings. Notwithstanding the above, to the extent that Genmab requests CureVac to review
                                         any regulatory filing and safety related documents, [*****]. CureVac shall cooperate in these efforts as reasonably
                                         requested by Genmab, including by providing any CureVac Manufacturing Know-How reasonably
                                         required by Genmab for such Regulatory Approvals.



 


		5.10.2	Cross
                                         Referencing. To the extent reasonably required by Genmab to achieve or maintain regulatory
                                         clinical trial or marketing authorizations or to comply with any related requests from
                                         Regulatory Agencies related to the Products, CureVac shall authorize and hereby authorizes
                                         Genmab, its Affiliates and Sublicensees to cross-reference sections of other IND/regulatory
                                         dossiers of clinical trials or marketing authorizations of other products Controlled
                                         by CureVac and to any other relevant regulatory filings and any other relevant documentation
                                         Controlled by CureVac. Genmab shall inform CureVac in writing prior to any such cross-referencing.
                                         If CureVac desires to cross-reference sections of the IND/regulatory dossiers of the
                                         clinical trials or marketing authorizations related to the Products, Genmab shall consider
                                         such request in good faith and not unreasonably withhold its consent to such cross-referencing
                                         by CureVac.



 






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		5.10.3	Communications.
                                         Genmab shall have the sole right and be responsible for all regulatory interactions,
                                         including written communications and meetings with Regulatory Agencies, and safety management,
                                         including the reporting to the appropriate governmental authorities of all adverse events
                                         and any other information concerning the safety of Products. Prior to IND filing for
                                         a Product, Genmab will, as part of its regular updates through the JRC, inform CureVac
                                         of any material feedback from Regulatory Agencies relating to any Product. CureVac shall
                                         promptly notify Genmab in writing within [*****] of unannounced inspections by any Regulatory
                                         Agency and within a reasonable time in advance of an announced regulatory inspection
                                         with respect to Development, Manufacturing or Commercialization of a particular Product.



 


		5.10.4	Diligence
                                         (Regulatory). Genmab will use Commercially Reasonable Efforts to seek Regulatory
                                         Approval for the Products in the Field in the Major Market Countries.



 


		5.10.5	Global
                                         Safety Database. Genmab shall establish, hold (in-house or via an external vendor),
                                         and maintain the global safety database for Products with respect to information on adverse
                                         events concerning the Products, as and to the extent required by Applicable Law. If (a)
                                         any suspected unexpected serious adverse reactions (SUSAR) or any reportable serious
                                         adverse events (SAEs) may, in Genmab’s reasonable opinion, have a material impact
                                         on the Development of a Product or (b) a public announcement has to be made with respect
                                         to a SUSAR or SAE related to a Product, then in each case Genmab shall promptly notify
                                         CureVac in writing. If a public announcement has to be made with respect to any SUSAR
                                         or SAE related to a Product, Genmab shall, to the extent reasonably possible and provided
                                         that this can be done without risk of non-compliance with Applicable Law (including securities
                                         laws and stock exchange rules), notify CureVac thereof at least [*****] prior to making
                                         such public announcement to give CureVac an opportunity to comment.



 


		5.11	Subcontracts.
                                         Subject to the terms and conditions of this Agreement, the Parties may subcontract
                                         to Affiliates and Third Parties, including CROs and CMOs, portions of the Programs to
                                         be performed. Any subcontractor shall be required to enter into appropriate agreements
                                         with respect to non-disclosure of Confidential Information and ownership of any intellectual
                                         property developed in the course of subcontracted activities, unless such subcontracting
                                         would not require the transfer of the other Party’s Confidential Information to
                                         the Affiliate or Third Party subcontractor and there is no reasonable possibility of
                                         the creation of new intellectual property. Each subcontractor shall agree to reasonable
                                         audit rights. Each Party shall remain liable to the other Party for any act or omission
                                         of its subcontractor. Any subcontractor of CureVac shall be subject to Genmab’s
                                         prior written consent, such consent not to be unreasonably withheld. Exhibit 5.11
                                         contains a list of CureVac’s subcontractors which are approved for purposes
                                         of this Agreement, subject to the above. Genmab consents to the appointment of CureVac’s
                                         Affiliate company CureVac Real Estate GmbH as a subcontractor of CureVac for the purpose
                                         of Manufacturing Products under this Agreement and the Early Clinical Supply Agreement
                                         for the supply of Products to be used in Clinical Phase I Studies with respect to the
                                         First Collaboration Program (as opposed to any future Manufacture under future supply
                                         agreements that might be agreed between the Parties). Should CureVac Real Estate GmbH
                                         at any time no longer be an Affiliate of CureVac, CureVac shall inform Genmab of the
                                         details concerning the new structure, decision making and other relevant items of CureVac
                                         Real Estate GmbH. CureVac shall further ensure and confirm in writing to Genmab that
                                         as a result of CureVac Real Estate GmbH no longer being an Affiliate of CureVac there
                                         are no material changes, including no cost or timeline changes, that may affect Genmab
                                         with respect to the terms or operation of any then current supply agreement between the
                                         CureVac AG and CureVac Real Estate GmbH.



 






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		6.	MANUFACTURING
                                         AND COMMERCIALIZATION



 


		6.1	Manufacture
                                         of Products. Manufacture by CureVac of Products for use in preclinical activities
                                         during the Research Period will take place under the First Program Research Plan, the
                                         Reserved Target Research Plan and the Other Pre-IND Program Research Plans, as the case
                                         may be. For the supply of Products to be used in Clinical Phase I Studies with respect
                                         to the First Collaboration Program (including in relation to a Product based upon a Replacement
                                         Target Antibody), subject to Section 6.2, the Parties shall negotiate and enter into
                                         a clinical supply agreement under which CureVac shall Manufacture or have Manufactured
                                         such Products on Genmab’s behalf. For the supply of Products to be used in Clinical
                                         Phase I Studies with respect to any other Pre-IND Program, the Parties will on a Product-by-Product
                                         basis negotiate an amendment to the Early Clinical Supply Agreement in good faith, subject
                                         to Section 6.2, whereby CureVac shall Manufacture or have Manufactured such Product on
                                         Genmab’s behalf. For other Manufacture of Products, CureVac shall have the right
                                         to provide an offer to Genmab to Manufacture Product under the provisions of Section
                                         6.4.



 


		6.2	Early
                                         Clinical Supply Agreement. Within [*****] after the Effective Date, 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”). The Early Clinical Supply Agreement and related
                                         quality agreement will contain the key terms and conditions set forth in Exhibit 6.2.
                                         The Early Clinical Supply Agreement and the related quality agreement with respect thereto,
                                         shall determine, in accordance with Applicable Law, all Product quality standards for
                                         such Product to be used in clinical trials, including but not limited to stability, validation
                                         and pre-approval inspection preparation, specifications, assay methodology, facilities,
                                         equipment and storage conditions. With respect to the First Collaboration Program, if
                                         CureVac is unable to provide capacity via its own facilities or that of its approved
                                         subcontractor under Section 5.11 or another approved CMO within the agreed timelines,
                                         Genmab shall have the right to Manufacture and have Manufactured Products for Genmab
                                         for Genmab’s Clinical Phase I Studies as well as in connection with Genmab’s
                                         (or its Affiliates’ or Sublicensees’, as applicable) Manufacture of Products
                                         for Development and Commercialization by another supplier. In such event, CureVac shall
                                         transfer all CureVac Manufacturing Technology to such supplier of Genmab in accordance
                                         with Section 6.5 and any applicable terms of the Early Clinical Supply Agreement. In
                                         connection with the negotiation of the Early Clinical Supply Agreement, the Parties will
                                         agree on a plan for the transfer of CureVac Manufacturing Technology to Genmab, including
                                         estimated timelines, scope, resources and other relevant details (the “Tech
                                         Transfer Plan”). Such Tech Transfer Plan may be updated from time to time by
                                         mutual written agreement between the Parties, including in the event that the Parties
                                         negotiate an MSA pursuant to Section 6.4.2.



 






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		6.3	With
                                         respect to Other Pre-IND Programs and related Products, on a Product-by-Product basis,
                                         no later than [*****] prior to the anticipated commencement of Clinical Phase I Studies
                                         for such Product CureVac shall notify Genmab and inform Genmab whether CureVac or any
                                         approved subcontractor under Section 5.11 or other approved CMO already Manufacturing
                                         under the Early Clinical Supply Agreement has the capacity to Manufacture such Product
                                         for use in Clinical Phase I Studies within the timelines requested by Genmab. If CureVac
                                         gives notice that such capacity exists, the Parties will negotiate in good faith amendments
                                         to the Early Clinical Supply Agreement and related quality agreement to cover the Manufacture
                                         by CureVac or such approved subcontractor or approved CMO of such additional Product
                                         (arising from the relevant Other Pre-IND Program Research Plan) for use in Genmab’s
                                         Clinical Phase I Studies for such Product. If CureVac is unable to provide capacity to
                                         Manufacture such Product via its own facilities or that of its approved subcontractor
                                         or approved other CMO within the requested timelines, or the Parties are unable to agree
                                         on an amendment to the Early Clinical Supply Agreement with respect to such Product despite
                                         using good faith efforts to negotiate such amendment to the Early Clinical Supply Agreement,
                                         Genmab shall have the right to Manufacture and have Manufactured such Product for Genmab
                                         for Genmab’s Clinical Phase I Studies by another supplier. In such event, CureVac
                                         shall transfer all Know-How comprised in the CureVac Manufacturing Technology as reasonably
                                         required to Manufacture such Product to such supplier of Genmab in accordance with Section
                                         6.5 and the applicable terms of the Early Clinical Supply Agreement.



 


		6.4	Other
                                         Manufacture of Products for Development and Commercialization



 


		6.4.1	In
                                         relation to each Product, provided that CureVac has Manufactured and supplied such Product
                                         for use in Genmab’s Clinical Phase I Studies, then no later than [*****] prior
                                         to a requirement of Genmab for supplies of such Product for the first Clinical Phase
                                         II Study for such Product, Genmab shall submit to CureVac its non-binding forecast quantities,
                                         proposed delivery schedule for such Product quantities and other relevant criteria. Within
                                         [*****] of receipt of such forecast, CureVac shall indicate to Genmab if CureVac is able
                                         to supply such quantities (whether Manufactured by CureVac itself or an approved subcontractor
                                         or other approved CMO) in accordance with the criteria provided by Genmab; and proposed
                                         pricing and other high-level terms for such supply, which may include a proposal that
                                         any such approved subcontractor or approved CMO contract directly with Genmab.



 


		6.4.2	If
                                         Genmab declines to appoint CureVac, its approved subcontractor or other approved CMO,
                                         it shall give written notice to CureVac specifying in high-level the reasons why CureVac
                                         itself or an approved subcontractor or other approved CMO was not appointed to Manufacture
                                         the Product. If Genmab accepts the proposal made by CureVac for supplies of Product for
                                         the first Clinical Phase II Study and is agreeable to appoint CureVac, the Parties shall
                                         within [*****] negotiate in good faith a master services agreement (“MSA”)
                                         and related quality agreement and a first work order for the Manufacture and supply of
                                         such Product quantities, Manufactured to the specifications specified by Genmab, and
                                         for payment [*****] on customary market-based terms. Any such
                                         MSA shall contain detailed provisions for tech transfer of the Manufacturing process,
                                         e.g. in the event of a failure to supply by CureVac or its approved subcontractor or
                                         approved CMO or upon Genmab’s request. If Genmab does not accept the proposal made
                                         by CureVac or if the Parties are unable to reach agreement on the MSA within the above
                                         period despite exercising good faith efforts, Genmab shall have the right to choose another
                                         CMO to Manufacture the Products for Genmab. If, during Genmab’s negotiation of
                                         a supply agreement with another CMO, Genmab changes the criteria for such supply as were
                                         presented to CureVac, then Genmab will provide such updated criteria to CureVac so that
                                         CureVac can provide an updated proposal.



 






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		6.4.3	The
                                         process described in Sections 6.4.1 and 6.4.2 shall apply equally to the following circumstances
                                         (i) where CureVac itself or an approved subcontractor or other approved CMO have Manufactured
                                         Genmab’s requirements of a Product for Clinical Phase II Studies, in relation to
                                         Genmab’s requirements of such Product for Clinical Phase III Studies; and (ii)
                                         where CureVac itself or an approved subcontractor or other approved CMO have Manufactured
                                         Genmab’s requirements of a Product for Clinical Phase III or Pivotal Studies, in
                                         relation to Genmab’s requirements of such Product for Commercialization.



 


		6.5	Transfer
                                         of CureVac Manufacturing Technology. If (i) pursuant to the terms of this Agreement,
                                         the Early Clinical Supply Agreement and/or the MSA CureVac and/or its approved subcontractor
                                         or other approved CMO is obliged to transfer to Genmab or a CMO nominated by Genmab (which
                                         CMO shall fulfill the criteria specified in Section 6.6) the Know-How comprised in the
                                         CureVac Manufacturing Technology for the particular Product affected; or (ii) under Section
                                         6.2 or Section 6.4 Manufacture is not going to be conducted by CureVac or its approved
                                         subcontractor or other approved CMO for a particular Product, then (in each of (i) and
                                         (ii)) CureVac and/or its approved subcontractor or other approved CMO shall as soon as
                                         reasonably possible, and in accordance with the applicable Tech Transfer Plan and the
                                         timelines set out therein transfer to Genmab, or a CMO nominated by Genmab (which CMO
                                         shall fulfill the criteria specified in Section 6.6) the Know-How comprised in the CureVac
                                         Manufacturing Technology required to Manufacture the particular Product so that Genmab,
                                         an Affiliate or the appointed Third Party CMO can take over Manufacture of such Product
                                         for Genmab. If the particular Product has been Manufactured by CureVac’s approved
                                         subcontractor or other approved CMO, then CureVac shall see to it that the technology
                                         transfer shall also comprise all and any Know-How Controlled by such party that is required
                                         to Manufacture such Product. In the event of a technology transfer, the JRC or Collaboration
                                         Committee, as applicable, shall establish a Manufacturing Tech Transfer Sub-Committee,
                                         which shall oversee the tech transfer relating to such Product, subject to applicable
                                         provisions in the Early Clinical Supply Agreement or MSA regarding tech transfer and
                                         the applicable Tech Transfer Plan. CureVac shall use Commercially Reasonable Efforts
                                         to make available key employees with respect to carry out the Tech Transfer Plan and
                                         to provide the support needed to enable Genmab, or its designated CMO, to take over the
                                         Manufacture of the relevant Product. Such tech transfer for any particular Product shall
                                         only be carried out once, to representatives of the entity nominated by Genmab. Genmab
                                         will compensate CureVac and/or its approved subcontractor or other approved CMO for such
                                         tech transfer support work provided by CureVac and/or the approved subcontractor or other
                                         approved CMO at the FTE Rate. CureVac shall be responsible for ensuring that its approved
                                         subcontractor or other approved CMO complies with all and any obligations applicable
                                         to CureVac and/or the subcontractor or other approved CMO with respect to such technology
                                         transfer.



 






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		6.6	Third
                                         Party CMOs. If under Section 6.2 or Section 6.4 Genmab wishes to engage a Third Party
                                         CMO to Manufacture Products it must provide notice of such intent and the identity of
                                         the CMO to CureVac. If such Third Party CMO is (i) a direct competitor of CureVac within
                                         the field of development of mRNA-based products (such as, but not limited to, [*****]);
                                         or (ii) located inside [*****] at the time when
                                         Genmab wishes to engage such Third Party CMO, then Genmab’s engagement of such
                                         Third Party CMO to Manufacture Products requires CureVac’s prior written consent
                                         not to be unreasonably withheld. Upon Genmab’s request, in the event of (i) or
                                         (ii) above, CureVac shall within [*****] of receipt of such request notify Genmab if
                                         CureVac opposes to Genmab’s engagement of such Third Party CMO and otherwise CureVac
                                         shall be deemed to have consented to such engagement. If, in the event of (i) or (ii)
                                         above, CureVac consents to the appointment of such CMO nominated by Genmab, such consent
                                         may be conditional upon the Third Party CMO entering into direct undertakings with CureVac
                                         for the protection of Confidential Information and Know-How within CureVac Manufacturing
                                         Technology. For clarity, such CMO shall not be permitted to transfer any such Know-How
                                         to any other Third Party. For avoidance of doubt, Genmab shall not be required to obtain
                                         the prior consent of CureVac before engaging a Third Party CMO as allowed for under Section
                                         6.2 and Section 6.4 if such Third Party CMO is not comprised by (i) or (ii) above.



 


		6.7	Commercialization
                                         of Products. Subject only to the terms and conditions applying to the Opt-In Product,
                                         Genmab shall have all rights and responsibilities, and shall bear all costs associated
                                         with, the Commercialization of Products and will book all sales of Products. Genmab will
                                         use Commercially Reasonable Efforts to Commercialize each Products in the Major Market
                                         Countries where it obtains Regulatory Approval. In addition to the royalty reports provided
                                         by Genmab to CureVac under Section 10.6, beginning with the First Commercial Sale of
                                         the first Product and continuing, on a Product-by-Product basis, until expiry of the
                                         last Valid Claim, Genmab shall provide CureVac, at least [*****] with a written report summarizing the current status of, estimated
                                         timeline and high-level commercialization plans for the Commercialization of any Products.



 


		7.	CUREVAC’S
                                         OPT-IN AND CO-PROMOTION RIGHTS.



 


DEVELOPMENT & COMMERCIALIZATION
OF OPT-IN PRODUCTS.


 


		7.1	Opt-In.
                                         Subject to the terms and conditions of this Agreement, CureVac has the option to
                                         join Genmab [*****] [*****] on the Development, Manufacture and Commercialization of
                                         any [*****] Product that is a Cocktail Product, at CureVac’s sole election (“Opt-In”).
                                         If within [*****] of Genmab’s Option Exercise with respect to such Reserved Target
                                         Combination (then an Optioned Target Combination) which might result in a Cocktail Product,
                                         CureVac requests to receive an Opt-In Data Package (as defined below), Genmab shall within
                                         [*****] of such Option Exercise supply CureVac with (i) a comprehensive preclinical data
                                         package generated under the respective Program, including all Development Data available
                                         at such time; and (ii) a high-level draft Development plan (specifying in high-level
                                         the contemplated Clinical Studies and non-clinical studies to be conducted) up until
                                         and including contemplated Clinical Phase I Studies; and (iii) a proposed budget of costs,
                                         internal and external, for the draft Development Plan, and (iv) a copy of the documentation
                                         (with any reasonably required redactions, including redactions to exclude information
                                         not directly related to the Product data such as information from Genmab’s board
                                         of directors, financial information etc.) provided to Genmab’s portfolio board
                                         as basis for Genmab taking the decision to undertake Option Exercise in relation to the
                                         relevant Cocktail Product (“Opt-In Data Package”). Within [*****]
                                         of receipt of the Opt-In Data Package, CureVac shall notify Genmab whether or not CureVac
                                         wishes to Opt-In. Upon CureVac’s Opt-In and payment of the Opt-In Fee in accordance
                                         with Section 10.3 below, the Optioned Target Combination will become an “Opt-In
                                         Target” and any Product resulting therefrom will be an “Opt-In Product”.
                                         If CureVac requests an Opt-In Data Package the Option Exercise Fee under Section 10.2
                                         shall be deferred until [*****] after CureVac has given Genmab notice under this Section
                                         7.1, that CureVac is not exercising its right to Opt-In. For avoidance of doubt, if CureVac
                                         does not request any Opt-In Data Package within [*****] of the Option Exercise, Genmab
                                         shall have no obligation to provide such Opt-In Data Package and CureVac shall no right
                                         to Opt-In with respect to the particular Cocktail Product.



 






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		7.2	Joint
                                         Steering Committee. Within [*****] of CureVac Opt-In under Section 7.1 the Parties
                                         will establish a Joint Steering Committee as set out in Section 9.9 (“Joint
                                         Steering Committee”) which shall oversee the Development and Commercialization
                                         of the Opt-In Product. A first task of the Joint Steering Committee shall be to discuss
                                         any potential update to the Development plan submitted by Genmab to CureVac for the Opt-In
                                         Product. Until the Joint Steering Committee agrees on such update, the Development plan
                                         submitted by Genmab shall be the Opt-In R&D Plan (“Opt-In R&D Plan”)



 


		7.3	Opt-In
                                         Product – general principle for sharing of costs and profit. With respect to
                                         any Opt-In Target and Opt-In Product, all costs for the Development, Manufacturing and
                                         Commercialization of the Opt-In Product, as well as all profits generated by exploiting
                                         such Opt-In Product in the Field and in the Territory (including Net Sales and payments
                                         from Third Party licensees) will be [*****].



 


		7.4	Opt-In
                                         Product – sharing of Development and Manufacturing costs. Unless otherwise
                                         agreed in the Joint Development and Manufacturing Agreement, then the below shall apply
                                         with respect to sharing of Development and Manufacturing costs with respect to an Opt-In
                                         Product. Within [*****] of the end of each Calendar Quarter during Development of the
                                         Opt-In Product, each Party shall notify the other Party in writing of the Development
                                         and Manufacturing costs incurred by them and their Affiliates in that Calendar Quarter.
                                         Within [*****] thereafter the Parties shall agree a reconciliation such that [*****] the total costs for the Development and Manufacturing [*****], and the
                                         Party which has paid less than its [*****] share shall pay to the other Party the balancing
                                         amount required so that such total costs have been [*****]. Records and audit
                                         provisions the same as Section 10.8 shall apply to such Development and Manufacturing
                                         Costs.



 


		7.5	Co-Promotion and Co-Commercialization. [*****] in the [*****] with CureVac having a right to co-promote up to [*****] of the sales effort, provided
                                                                                                                                                   that upon Genmab’s prior written consent (which Genmab may give or withhold at its sole discretion) from the
                                                                                                                                                   commencement of such Commercialization until the end of the second full Calendar Year thereafter CureVac may use a contract
                                                                                                                                                   sales organization to assist it in respect of such co-promotion activities, but not thereafter. CureVac will lead the
                                                                                                                                                   Commercialization of the Opt-In Product by promoting and detailing in [*****] and detailing with its own sales force or, or
                                                                                                                                                   upon Genmab’s prior written consent (which Genmab may give or withhold at its sole discretion), using a contract sales
                                                                                                                                                   organization, provided, however, that Genmab shall be solely responsible for establishing and maintaining pricing in
                                                                                                                                                   all [*****] Genmab will book [*****] sales, with the exception of sales in [*****] where CureVac will book sales. Should
                                                                                                                                                   CureVac decide not to lead commercialization by promoting and detailing in [*****]. Genmab shall have the right to lead
                                                                                                                                                   commercialization and book sales in such countries, unless Genmab elects not to exercise such right, in which case the
                                                                                                                                                   Parties will jointly find a partner to handle the commercialization in such countries. Any sublicensing of the rights under
                                                                                                                                                   the Opt-In Program, including any rights to the Opt-In Product requires agreement by both Parties, and the Parties shall act
                                                                                                                                                   in good faith to arrive at a commercially sound and viable exploitation of the Opt-In Product.



 






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		7.6	Joint
                                         Development and Manufacturing Agreement. No later than [*****] following the date
                                         of CureVac’s exercise of its Opt-In rights, Genmab and CureVac shall in good faith
                                         negotiate and conclude the terms and conditions of the joint development and manufacture
                                         covering the Opt-In Product (“Joint Development and Manufacturing Agreement”).
                                         For clarity, with respect to Manufacturing the provisions of Section 6.2 and Section
                                         6.4 shall apply mutatis mutandis. The Joint Development and Manufacturing Agreement shall
                                         be consistent with this Agreement, including this Article 7, and shall cover the following
                                         additional provisions:



 


		(i)	provisions
                                         for the generation and approval of detailed development plans under the Opt-In R&D
                                         Plan, including protocols for Clinical Studies and the corresponding budget;



 


		(ii)	provisions
                                         concerning the appointment of CRO’s and CMO’s and other subcontractors;



 


		(iii)	provisions
                                         for handling regulatory matters including dealings with Regulatory Agencies;



 


		(iv)	provisions
                                         for the calculation of and sharing of costs for Development and for Manufacture of Product
                                         for Development reflecting Section 7.3;



 


		(v)	in
                                         circumstances where CureVac is supplying the Opt-In Product or any part of it, detailed
                                         supply provisions and an associated quality agreement;



 






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		(vi)	liability,
                                         indemnification and insurance during the period of Development and associated Manufacture;



 


		(vii)	the
                                         provisions of this Agreement that apply in such circumstances unchanged, for example
                                         concerning the Joint Steering Committee, assignment of rights with respect to the Opt-In
                                         Product, termination of the Opt-in Program, dispute resolution and others.



 


		7.7	Commercialization
                                         Plan and Commercialization Agreement. At least [*****] prior to anticipated First
                                         Commercial Launch and in no event later than [*****] after the first dosing of the first
                                         patient of the first Phase III Clinical Trial with respect to the Opt-In Product, the
                                         Joint Steering Committee shall prepare and approve an initial commercialization plan
                                         for the Opt-In Product for the balance of the then current calendar year plus the following
                                         [*****] The Joint Steering Committee shall, at an appropriate (at the Joint Steering
                                         Committee’s discretion) time following an Opt-In, but no later than [*****] prior
                                         to the anticipated First Commercial Sale of the Opt-In Product anywhere in the Territory
                                         as determined by the Joint Steering Committee, establish a joint commercialization team
                                         to be responsible for the operations related to Commercialization of the Opt-In Product.
                                         In addition the Parties will in good faith negotiate and agree on a commercialization
                                         agreement, which shall be consistent with the applicable provisions of this Agreement
                                         and shall govern in detail the co-promotion and co-commercialization provisions for the
                                         Opt-In Product based on the outline in Section 7.5 (“Commercialization Agreement”).
                                         In particular, the Commercialization Agreement will provide for:



 


		(i)	the
                                         establishment of a joint commercialization committee that will govern the Commercialization
                                         activities of the Opt-In Product and will be a subsidiary of the Joint Steering Committee
                                         (“Joint Commercialization Committee”);



 


		(ii)	detailed
                                         definitions of Commercialization Costs, profit and net profit that are to be [*****]
                                         by the Parties, and the terms for such calculation and sharing, reporting and audit rights;



 


		(iii)	detailed
                                         provisions for the operation of the Co-Promote, including the [*****] of first
                                         position, second position and third position details;



 


		(iv)	supervision
                                         and training by Genmab of the CureVac Co-Promote sales force in USA;



 


		(v)	the
                                         provision of promotional materials by Genmab;



 


		(vi)	compliance
                                         provisions;



 


		(vii)	Amendment
                                         to and updates of the commercialization plan;



 


		(viii)	Regulatory
                                         issues, dealings with Regulatory Agencies, recalls and medical inquiries and medical
                                         interaction,



 






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		(ix)	Public
                                         statements and other information concerning the Opt-In Product;



 


		(x)	Liability;



 


		(xi)	Indemnification;
                                         and



 


		(xii)	Use
                                         of subcontractors.



 


		7.8	Assignment
                                         of Rights and Obligations with respect to Opt-In Product



 


		7.8.1	Either
                                         Party shall have the right to make an assignment in full of its rights and obligations
                                         under this Agreement with regard to an Opt-In Product to the other Party or a Third Party
                                         as set out below.



 


		7.8.2	If
                                         a Party (“Assigning Party”) desires to make an assignment in full
                                         of all its rights and obligations, including without limitation its [*****] share and
                                         co-funding obligation, with respect to an Opt-In Product (“Opt-In Product Assignment”),
                                         the Assigning Party shall provide a written offer to the other Party (“Non-Assigning
                                         Party”), which offer shall include the entire proposed terms in relation to
                                         such Opt-In Product Assignment to the Non-Assigning Party, including the exclusive right
                                         to Develop, Manufacture and Commercialize the Opt-In Product, under all intellectual
                                         property and using all regulatory filings Controlled by the Assigning Party. Upon the
                                         Non-Assigning Party’s receipt of such written offer, a [*****] negotiation period
                                         (“Negotiation Period”) shall be initiated during which the Parties
                                         shall engage in good faith negotiations regarding the Assigning Party’s Opt-In
                                         Product Assignment offer. The Non-Assigning Party shall have the right to appoint a Third
                                         Party as assignee in relation to the Opt-In Product Assignment on the same terms as offered
                                         to the Non-Assigning Party. If the Parties have not reached an agreement regarding an
                                         Opt-In Product Assignment to the Non-Assigning Party or a Third Party assignee appointed
                                         by the Non-Assigning Party upon expiry of the Negotiation Period, the Assigning Party
                                         is entitled to offer the Opt-In Product Assignment to an independent Third Party on the
                                         same key financial and commercial terms as comprised by the Assigning Party’s latest
                                         written offer during the Negotiation Period to the Non-Assigning Party, provided that
                                         such Third Party prior to receiving such Opt-In Product Assignment offer has undertaken
                                         obligations of confidentiality that are at least as restrictive as the Parties’
                                         confidentiality obligations under this Agreement. Such negotiations with and assignment
                                         to an independent Third Party shall be finalized within [*****] after expiry of the Negotiation
                                         Period, unless otherwise mutually agreed in writing between the Parties. If such negotiations
                                         and assignment has not been finalized within said [*****] period, the Assigning Party
                                         shall be deemed to have provided an Opt-In Termination Notice to the Non- Assigning Party
                                         and Section 7.9 shall apply.



 


The Assigning Party shall keep
the Non-Assigning Party reasonably informed about the developments in relation to the Assigning Party’s negotiations with
any Third Party regarding an Opt-In Product Assignment. If the terms of offer from a Third Party differ from the key financial
and commercial terms as comprised by the Assigning Party’s latest written offer during the Negotiation Period to the Non-Assigning
Party, then the Non-Assigning party shall have the right to match such offer, before the Assigning Party may accept the offer
from the Third Party. Such right to match the offer shall be exercised within [*****] after the Non- Assigning Party’s receipt
of notice of the applicable key financial and commercial terms, and otherwise the Non-Assigning Party shall be deemed to have
forfeited its right of first refusal.


 






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		7.8.3	For
                                         the avoidance of doubt, until an Opt-In Product Assignment is duly executed and has become
                                         effective, all and any the Assigning Party’s rights and obligations under this
                                         Agreement shall continue to apply, including without limitation the co-funding obligation,
                                         and the Parties shall continue to use Commercial Reasonable Efforts to perform their
                                         obligations with respect to the Development and Commercialization of the Opt-In Product.



 


		7.9	Termination
                                         of the Opt-In Program. If under Section 7.8.2 an Assigning Party (in this Section
                                         7.9 “Terminating Party”) has given notice (or is deemed to have given
                                         notice) to the other Party that it terminates (“Opt-In Termination Notice”)
                                         the [*****] collaboration of the Opt-In Program and withdraws from the future Development,
                                         Manufacture and Commercialization of the Opt-In Target and the Opt-In Product, then within
                                         [*****] of receipt of such Opt-In Termination Notice, the non-terminating Party (“Non-Terminating
                                         Party”) shall give written notice to the Terminating Party whether the Non-Terminating
                                         Party wishes to assume sole responsibility for the Opt-In Program (which can include
                                         finding other collaboration partners or assignees for the Opt-In Program) or whether
                                         it wishes the Opt-In Program to terminate completely. Until such notice is given by the
                                         Non-Terminating Party, the Parties shall cooperate in the further Development, Manufacture
                                         and Commercialization of the Opt-In Product under the terms of this Agreement and the
                                         Commercialization Agreement (if the same exists by then) in a commercially reasonable
                                         manner. If the Non-Terminating Party gives notice that it intends to assume responsibility
                                         for the Opt-In Program and to so continue the further Development and commercialization
                                         of the Opt-In Product(s), the JSC shall within [*****] of such notice agree to a transition
                                         plan for transition of the conduct of the Opt-In Program to the Non- Terminating Party
                                         that shall include (i) transfer of all Development, Manufacturing and Commercialization
                                         activity and related regulatory approvals as soon as practicable, and, until then, for
                                         the period between termination of the collaboration and such transfer, reimbursement
                                         of the Terminating Party for the cost incurred by it in connection with such Development,
                                         Manufacturing and Commercialization activity; and (ii) payment of the cost of such transition
                                         by the Terminating Party, including FTEs of the Non-Terminating Party involved with the
                                         transition; and (iii) the grant of and other terms for an exclusive, fully paid up, royalty
                                         free, perpetual, irrevocable sub-licensable license through multiple tiers to all intellectual
                                         property Controlled by the Terminating Party and required by the Non-Terminating Party
                                         to continue the Opt-In Program and Commercialization of the Opt-In Product. If the Non-Terminating
                                         Party gives notice that it does not wish to assume responsibility for the Opt-In Program,
                                         the JSC shall within [*****] agree a wind-down plan for the Opt-In Program, the costs
                                         of which shall be borne by the Terminating Party.



 


		8.	CO-PROMOTION
                                         IN LIEU OF AN OPT-IN.



 


		8.1	Co-Promotion
                                         in lieu of an Opt-In. In the event Genmab has not started research on a Research
                                         Program Antibody Combination or does not exercise an option with respect to any Reserved
                                         Program Antibody Combination within the Option Period, and CureVac consequently cannot
                                         exercise its Opt-In right under Section 7.1 above, CureVac has the right to elect to
                                         Co-Promote [*****] Single Antibody Product which is granted Regulatory Approval (in the
                                         form of marketing authorization) in the [*****] (“Co-Promotion Product”;
                                         “Co-Promotion Territory”), subject to the terms and conditions set
                                         forth in Sections 8.1 and 8.2 and the Co-Promotion Agreement (“CureVac Co-Promotion
                                         Option”). No later than [*****] prior to the anticipated First Commercial Sale
                                         of any Single Antibody Product, Genmab shall give written notice to CureVac that this
                                         is anticipated, specifying the Single Antibody Product in question, and providing a data
                                         package on such Single Antibody Product which reasonably allows CureVac to evaluate its
                                         option to Co-Promote such Product. Within [*****] of receipt of both such notice and
                                         the data package, CureVac shall notify Genmab in writing whether CureVac is exercising
                                         the CureVac Co-Promotion Option in relation to such Single Antibody Product. For the
                                         avoidance of doubt, following CureVac’s exercise of its Co-Promotion Option, Genmab
                                         shall no longer be required to provide notice of anticipated First Commercial Sale to
                                         CureVac with respect to other Products.



 






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		8.2	Conclusion
                                         of a Co-Promotion Agreement. No later than [*****] following the date of CureVac’s
                                         exercise of the CureVac Co-Promotion Option, Genmab and CureVac shall in good faith negotiate
                                         and conclude the terms and conditions of a co-promotion agreement covering the Co-Promotion
                                         of the Co-Promotion Product in the Co-Promotion Territory (“Co-Promotion Agreement”).
                                         The Co-Promotion Agreement shall be consistent with this Article 7 and shall cover the
                                         following additional provisions:



 


		(i)	establishment
                                         of a Co-Promotion committee that will govern the Co-Promotion activities and will be
                                         a subsidiary of the Collaboration Committee (“Co-Promotion Committee”);



 


		(ii)	detailed
                                         provisions for the operation of the Co-Promote, including the equitable sharing of first
                                         line, second line and third line details based upon the principle that the CureVac sales
                                         force shall constitute, at the election of CureVac, up to [*****] of the overall number
                                         of sales representatives needed to promote the Co-Promotion Product in the Co-Promotion
                                         Territory upon First Commercial Sale of the Product in the Co-Promotion Territory, as
                                         determined by Genmab and in accordance with the Co-Promotion Territory Commercialization
                                         Plan;



 


		(iii)	at
                                         the latest [*****] prior to the estimated date of the First Commercial Sale of the Co-Promotion
                                         Product in the Co-Promotion Territory, Genmab will propose to the Co-Promotion Committee
                                         for discussion, comment, review, amendment and approval a plan to Commercialize the Co-Promotion
                                         Product in the Co-Promotion Territory for the period up to the end of the first full
                                         Calendar Year following first Commercial Sale (“Co-Promotion Territory Commercialization
                                         Plan”). The Co-Promotion Committee shall use best endeavors to agree the form
                                         of the first Co-Promotion Territory Commercialization Plan within [*****] of its initial
                                         submission. Not later than [*****] of each Calendar Year the Co-Promotion Committee shall
                                         prepare and agree an updated Co-Promotion Territory Commercialization Plan for the following
                                         Calendar Year;



 


		(iv)	performance
                                         criteria for CureVac sales force, and consequences of non-performance;



 






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		(v)	Genmab
                                         shall [*****] specifically related to CureVac’
                                         detailing efforts in relation to the given Product in the Co-Promote Territory. For avoidance
                                         of doubt, Genmab shall not be required to reimburse CureVac for any build-up or overhead
                                         costs of CureVac establishing a sales force for Products, including rent for office space;



 


		(vi)	such
                                         additional customary terms and conditions (including terms regarding training, marketing
                                         materials, responsibility for recalls and adverse event reporting, and maintenance of
                                         records relating to detail activities) as may be appropriate to provide for such co-promotion
                                         activities;



 


		(vii)	Compliance
                                         provisions; and



 


		(viii)	Termination
                                         provisions.



 


		9.	GOVERNANCE.



 


		9.1	Management.



 


		9.1.1	Alliance
                                         Management. Management of the collaborative alliance reflected in this Agreement
                                         will be under the responsibility of the individual designated in writing within [*****]
                                         of the Effective Date for CureVac (“CureVac Alliance Manager”) and
                                         of the individual designated in writing within [*****] of the Effective Date for Genmab
                                         (“Genmab Alliance Manager”, and together, the “Alliance Managers”).
                                         Each Alliance Manager will be the primary point of contact for the other Party on all
                                         matters relating to the operation of this Agreement other than Program activities.



 


		9.1.2	Program
                                         Management. Management of the activities under the Programs will be under the responsibility
                                         of the individual designated in writing within [*****] of the Effective Date for CureVac
                                         (“CureVac Project Leader”) and of the individual designated in writing
                                         within [*****] of the Effective Date for Genmab (“Genmab Project Leader”,
                                         and together with the CureVac Project Leader, the “Project Leaders”).
                                         Each Project Leader will be the primary point of contact for the other Party on all matters
                                         relating to the Program activities. After IND filing for a particular Product, the Project
                                         Leaders shall no longer be required, unless CureVac has exercised its Opt-In with respect
                                         to such Product (a Cocktail Product).



 


		9.2	Joint
                                         Research Committee.



 


		9.2.1	Establishment.
                                         Within [*****] after the Effective Date the Parties will establish a joint research
                                         committee (“Joint Research Committee” or “JRC”).
                                         The JRC will govern the collaboration represented by this Agreement up to IND filing
                                         for all Products. The JRC shall be comprised of [*****] representatives of CureVac and
                                         [*****] representatives of Genmab. Each Party may replace its JRC representatives at
                                         any time upon written notice to the other Party, provided, however, that each
                                         Party shall use Commercially Reasonable Efforts to ensure continuity on the JRC. The
                                         Alliance Manager of each Party should always attend meetings of the JRC. In addition,
                                         each Party may invite a reasonable number of participants, in addition to its representatives,
                                         to attend JRC meetings; provided that if either Party intends to have any Third Party
                                         (including any consultant) attend such a meeting, such Party shall provide prior written
                                         notice to the other Party. Such Party shall ensure that such Third Party is bound by
                                         confidentiality and non-use obligations consistent with the terms of this Agreement.



 






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		9.2.2	JRC
                                         Meetings. The JRC shall meet on a quarterly basis by teleconference, videoconference
                                         or in person, provided that at least every [*****] the meeting shall be in person (which
                                         in- person meeting will be held at alternate facilities of each Party), unless agreed
                                         otherwise by the JRC representatives The JRC will have a quorum if at least [*****] representatives
                                         of each Party is present or participating. Each Party will be responsible for all of
                                         its own expenses of participating in the JRC meetings. The Parties will endeavor to schedule
                                         meetings of the JRC at least [*****] in advance. Each Party may call special meetings
                                         of the JRC with at least [*****] prior written notice, except in exigent circumstances,
                                         to resolve particular matters requested by such Party and within the decision-making
                                         responsibility of the JRC. Genmab shall prepare the meeting agenda with input from CureVac,
                                         and Genmab shall chair the meeting.



 


		9.2.3	JRC
                                         Minutes. The Alliance Manager of Genmab shall record the minutes of each JRC meeting
                                         in writing. Such minutes shall be circulated by Genmab’s Alliance Manager to CureVac’
                                         Alliance Manager no later than [*****] following the meeting for review, comment and
                                         approval of CureVac. If no comments are received within [*****] of the receipt of the
                                         minutes by CureVac, unless otherwise agreed, they shall be deemed to be approved by CureVac.
                                         Furthermore, if the Parties are unable to reach agreement on the minutes within [*****]
                                         of the applicable meeting, the sections of the minutes that have been mutually agreed
                                         between the Parties by that date shall be deemed approved and, in addition, each Party
                                         shall record in the same document its own version of those sections of the minutes on
                                         which the Parties were not able to agree.



 


		9.3	JRC
                                         Functions and Powers. The JRC will be responsible generally for facilitating the
                                         Parties’ interactions under this Agreement and specifically for overseeing the
                                         Development activities up to IND filing. The JRC has no jurisdiction (i) to make any
                                         amendments to this Agreement, which right is reserved to the Parties; and (ii) no jurisdiction
                                         over any dispute relating to the validity, performance, construction or interpretation
                                         of this Agreement. The principal functions of the JRC will include:



 


		(i)	overseeing
                                         the First Collaboration Program on the First Collaboration Target or any Replacement
                                         Target and all Research Programs;



 


		(ii)	reviewing
                                         and approving the First Program Research Plan in relation to a Replacement Target, the
                                         Reserved Target Research Plans, and the Other Pre-IND Program Research Plans and considering
                                         and approving any amendments thereto;



 


		(iii)	For
                                         the First Collaboration Program (with respect to the First Collaboration Target, not
                                         the Replacement Target, if applicable), approving the budget for all Development activities
                                         up until IND. For the First Collaboration Program with respect to the Replacement Target,
                                         if applicable, and any other Programs approving the budget with respect to Development
                                         activities to be performed by CureVac up until IND;



 






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		(iv)	reviewing
                                         and deciding upon suitable LNP Technology and exclusivity status;



 


		(v)	exchanging
                                         preclinical Development Data and other technical information;



 


		(vi)	discussing
                                         Product-related Manufacturing;



 


		(vii)	creating
                                         Sub-Committees;



 


		(viii)	serving
                                         as a forum where Genmab as part of its regular updates to the JRC shall inform CureVac
                                         of any material feedback received from Regulatory Agencies in relation to any Product
                                         prior to IND filing;



 


		(ix)	discussing
                                         material regulatory filings and regulatory interactions related to the Products if required
                                         by Genmab or if such material regulatory filings contain information on CureVac Technology;



 


		(x)	fostering
                                         the collaborative relationship between the Parties;



 


		(xi)	resolving
                                         disputes between the Parties;



 


		(xii)	such
                                         other functions as agreed by the Parties.



 


		9.4	JRC
                                         Sub-Committees. From time to time, the JRC may establish sub-committees (each, a
                                         “Sub-Committee”) to oversee particular projects or activities, such
                                         as Sub-Committees on IP, CMC, Manufacturing tech transfer and/or supply chain matters.
                                         Each Sub-Committee shall undertake the activities delegated to it by the JRC. Subject
                                         to Section 9.6, during the process of establishing each Sub-Committee, such Sub-Committee
                                         and the JRC shall agree which matters such Sub-Committee will resolve on its own, and
                                         on which matters such Sub-Committee will advise the JRC for resolution by such matters
                                         by the JRC. Generally there shall be a range of matters specified by the JRC on which
                                         the Sub-Committee will make recommendations to the JRC for consideration by the JRC.
                                         Unless otherwise agreed between the Parties, the governance rules with respect to the
                                         JRC shall apply to the Sub-Committees mutatis mutandis, provided, however,
                                         that upon mutual agreement between the Parties a Sub-Committee may continue to operate
                                         even after the JRC is dissolved, as long as such Sub-Committee’s tasks are still
                                         ongoing. Subject to Section 9.6 deadlocks arising in any Sub-Committee will be referred
                                         to the JRC for resolution or, if the Sub-Committee continues after the JRC is dissolved,
                                         to the Collaboration Committee or Joint Steering Committee (solely for an Opt-In Product).



 


		9.5	JRC
                                         Decisions.



 


		9.5.1	Dispute
                                         Resolution. In conducting its activities, the JRC and each Sub-Committee shall operate
                                         and make decisions consistent with the terms of this Agreement. The JRC will seek to
                                         act by consensus. If the JRC cannot reach consensus or a dispute arises that cannot be
                                         resolved within the JRC, then such matter (except the matters (i) and (ii) below) shall
                                         be escalated to the Alliance Managers of each Party. The Alliance Managers should involve
                                         the relevant JRC members of each Party in such dispute resolution. If such matter is
                                         not resolved within [*****] after escalation to the Alliance Managers, Genmab may make
                                         final decisions for all matters within the purview of the JRC except:



 






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		(i)	disputes
                                         of a technical nature concerning use of the LNP Technology; and



 


		(ii)	disputes
                                         regarding proposed amendments to the budget for Development activities up until IND with
                                         respect to the First Collaboration Program (with respect to the First Collaboration Target,
                                         not the Replacement Target, if applicable) where such amendment would result in an increase
                                         of the total budget of more than [*****] percent compared to the latest approved budget.



 


		(iii)	disputes
                                         about Manufacture of Product by CureVac not subject to dispute resolution under the Early
                                         Clinical Supply Agreement or MSA, or disputes referred to the JRC from the Manufacturing
                                         Tech Transfer Sub-Committee.



 


If the JRC, after escalation
to the Alliance Managers, cannot reach consensus in relation to matters set out above in (i), (ii) and (iii) above, then such
matter shall be escalated to the CDO of each Party. If such matter is not resolved within [*****] after escalation to the CDOs,
the dispute resolution mechanisms set out in Section 17.5.2 shall apply.


 


		9.5.2	Restriction
                                         on Genmab Decision Making. Genmab shall not resolve such a matter in a manner that
                                         (a) would require CureVac to perform less or additional activities or incur additional
                                         expenses not contemplated by this Agreement or the R&D Plans (as each R&D Plan
                                         was initially agreed by the Parties or as it was last amended with CureVac’s consent),
                                         (b) excuses, reduces, or delays Genmab’s obligations under this Agreement, including
                                         with respect to payments to CureVac, (c) negates any consent right or other rights specifically
                                         granted or allocated to CureVac under this Agreement, or (d) amends, modifies, or waives
                                         compliances with the terms of this Agreement.



 


		9.6	IP
                                         Sub-Committee. Within [*****] of the Effective Date the JRC shall establish an IP
                                         Sub-committee comprising one patent attorney of each Party (“IP Representatives”).
                                         The IP Sub-committee shall be the forum for discussion and liaison between the Parties
                                         concerning filings to be made for Program Patent Rights, Other Inventions Patent Rights
                                         and Joint Patent Rights during the Research Period. For avoidance of doubt, the IP Sub-committee
                                         is not a decision-making forum, but serves as a forum for discussion where the Parties
                                         may coordinate and consult with each other with respect to any such filings.



 


		9.7	Information
                                         and Results. Except as otherwise provided in this Agreement, the Parties will make
                                         available and disclose to one another preclinical Development Data and other results
                                         of work conducted pursuant to each Program prior to and in preparation for the JRC meetings,
                                         by the deadline and in the level of detail, form and format to be designated by the JRC;
                                         provided, however, that, in any event, each Party shall to the extent reasonably
                                         possible provide the other Party with quarterly updates regarding its work pursuant to
                                         the Programs preferably [*****] prior to each JRC meeting.



 






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		9.8	Collaboration
                                         Committee (All Programs except an Opt-In Program). The Parties agree to establish
                                         Collaboration Committee(s) for all Programs except an Opt-In Program.



 


		9.8.1	Formation;
                                         Duration. Within [*****] after IND filing for a Program, the Parties shall establish
                                         a Collaboration Committee (the “Collaboration Committee”) that will
                                         oversee the Development of the Products within such Program as set forth in this Section
                                         9.8.



 


		9.8.2	Composition.
                                         Each Collaboration Committee will be comprised of [*****] named representatives of
                                         each Party. Each Collaboration Committee will be led by [*****] chair appointed by Genmab.
                                         Within [*****] after IND filing for a Product, each Party shall notify the other Party
                                         of its initial representatives on the respective Collaboration Committee. Each Party
                                         may replace one or more of its representatives effective upon written notice to the other
                                         Party.



 


		9.8.3	Function
                                         and Powers of the Collaboration Committee. The Collaboration Committee will:



 


		a.	receive written reports or presentations
                                         from Genmab of its progress with each Product Development Plan summarizing Genmab’s
                                         Development activities and the results thereof with respect to the applicable Product
                                         and discuss at meetings the status, progress, and results of the Development of the respective
                                         Product in the Territory;



 


		b.	if CureVac exercises its Co-Promote
                                         Right with respect to a Product, direct and oversee the Co-Promotion Committee on all
                                         significant issues and resolve disputed matters that may arise at the Co-Promotion Committee,
                                         except as otherwise set out in the Co-Promotion Agreement. For clarity, the Collaboration
                                         Committee shall not have any right to amend the Co-Promotion Agreement;



 


		c.	in circumstances in which CureVac
                                         is supplying the Product or any part of the Product, discuss matters relating to Manufacturing;
                                         and



 


		d.	perform any and all tasks and responsibilities
                                         that are expressly attributed to the Collaboration Committee under this Agreement or
                                         as otherwise agreed by the Parties in writing.



 


		9.8.4	Meetings.
                                         The Collaboration Committee will meet [*****] after its formation and during
                                         the remainder of the Term. The Collaboration Committee may conduct such meetings by telephone,
                                         videoconference, or in person as determined by the chair. Each Party’s Alliance
                                         Manager will ensure that its Collaboration Committee members receive adequate notice
                                         of such meetings. Genmab may call special meetings of the Collaboration Committee with
                                         at least [*****] prior written notice, except in exigent circumstances, to resolve particular
                                         matters requested by Genmab and within the decision-making responsibility of the Collaboration
                                         Committee. Meetings of the Collaboration Committee fulfill the requirements of this Section
                                         9.8.4 only if at least [*****] representatives of each Party participate in such meeting.
                                         Each Party may invite a reasonable number of participants, in addition to its representatives,
                                         to attend Collaboration Committee meetings. Each Party is responsible for its own expenses
                                         incurred in connection with participating in and attending all such meetings. The Alliance
                                         Manager of Genmab shall record the minutes of each Collaboration Committee meeting in
                                         writing. Such minutes shall be circulated by Genmab’s Alliance Manager to CureVac’
                                         Alliance Manager no later than [*****] following the meeting for review and comments
                                         of CureVac. If no comments are received within [*****] of the receipt of the minutes
                                         by CureVac, unless otherwise agreed, they shall be deemed to be approved by CureVac.
                                         Furthermore, if the Parties are unable to reach agreement on the minutes within [*****]
                                         of the applicable meeting, the sections of the minutes that have been mutually agreed
                                         between the Parties by that date shall be deemed approved and, in addition, each Party
                                         shall record in the same document its own version of those sections of the minutes on
                                         which the Parties were not able to agree.



 






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		9.8.5	Collaboration
                                         Committee Decisions. In conducting its activities, the Collaboration Committee and
                                         each Sub-Committee (as applicable) shall operate and make decisions consistent with the
                                         terms of this Agreement. The Collaboration Committee will seek to act by consensus. If
                                         the Collaboration Committee cannot reach consensus or a dispute arises that cannot be
                                         resolved within the Collaboration Committee, then such matter shall be escalated to the
                                         Alliance Managers of each Party. The Alliance Managers should involve the relevant Collaboration
                                         Committee members of each Party in such dispute resolution. If such matter is not resolved
                                         within [*****] after escalation to the Alliance Managers, Genmab may make final decisions
                                         for all matters within the purview of the Collaboration Committee except disputes about
                                         the Manufacture by CureVac of Product which shall be governed by the relevant supply
                                         agreement, if applicable.



 


		9.9	Joint
                                         Steering Committee (Opt-In Program). The Parties agree to establish and operate a
                                         Joint Steering Committee for the Opt-In Program as required by Section 7.2 and as set
                                         forth below in this Section 9.9.



 


		9.9.1	Composition.
                                         The Joint Steering Committee will be comprised of [*****] named representatives of
                                         each Party. The chair of the Joint Steering Committee will alternate each calendar year,
                                         with Genmab to chair the first year. Within [*****] after an Opt-Inby CureVac, each Party
                                         shall notify the other Party of its initial representatives on the Joint Steering Committee.
                                         Each Party may replace one or more of its representatives effective upon written notice
                                         to the other Party.



 


		9.9.2	Function
                                         and Powers of the Joint Steering Committee. The Joint Steering Committee shall:



 


		(i)	direct,
                                         coordinate and supervise the Development of the Opt-In Product, including discuss and
                                         agree to any update to the applicable R&D Plan;



 


		(ii)	discuss
                                         and agree on matters relating to Manufacturing of Opt-In Product;



 






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		(iii)	once
                                         it has been formed, direct and oversee the Joint Commercialization Committee on all significant
                                         issues, and resolve disputed matters that may arise at the Joint Steering Committee;



 


		(iv)	establish
                                         subcommittees as determined to be reasonably necessary or useful by the Joint Steering
                                         Committee, and oversee any operating subcommittee on all significant issues, and resolve
                                         disputed matters that may arise at the subcommittees; and



 


		(v)	perform
                                         any and all tasks and responsibilities that are expressly attributed to the Joint Steering
                                         Committee under this Agreement or as otherwise agreed by the Parties in writing.



 


		9.9.3	Meetings.
                                         The will meet [*****] after its formation and for as long as
                                         the Parties jointly Develop, Manufacture and/or Commercialize the Opt-In Product. The
                                         Joint Steering Committee may conduct such meetings by telephone, videoconference, or
                                         in person as determined by the chair, provided, however, that the Joint Steering
                                         shall to the extent reasonably possible meet in person at least [*****] every calendar
                                         year. Each Party’s Alliance Manager will ensure that its Joint Steering Committee
                                         members receive adequate notice of such meetings. A Party may call special meetings of
                                         the Joint Steering Committee with at least [*****] prior written notice, except in exigent
                                         circumstances, to resolve particular matters requested by a Party and within the decision-making
                                         responsibility of the Joint Steering Committee. Meetings of the Joint Steering Committee
                                         fulfill the requirements of this Section 9.9.3 only if at least [*****] representatives
                                         of each Party participate in such meeting. Each Party may invite a reasonable number
                                         of participants, in addition to its representatives, to attend Joint Steering Committee
                                         meetings; provided that if either Party intends to have any Third Party (including any
                                         consultant) attend such a meeting, such Party shall provide prior written notice to the
                                         other Party. Such Party shall ensure that such Third Party is bound by confidentiality
                                         and non-use obligations consistent with the terms of this Agreement. Each Party is responsible
                                         for its own expenses incurred in connection with participating in and attending all such
                                         meetings. The Alliance Manager of the Party chairing the meeting shall record the minutes
                                         of the Joint Steering Committee meeting in writing. Such minutes shall be circulated
                                         to the other Party’s Alliance Manager no later than [*****] following the meeting
                                         for review, comment and approval of the other Party. If no comments are received within
                                         [*****] of the receipt of the minutes by the other Party, unless otherwise agreed, they
                                         shall be deemed to be approved by the other Party. Furthermore, if the Parties are unable
                                         to reach agreement on the minutes within [*****] of the applicable meeting, the sections
                                         of the minutes that have been mutually agreed between the Parties by that date shall
                                         be deemed approved and, in addition, each Party shall record in the same document its
                                         own version of those sections of the minutes on which the Parties were not able to agree.



 


		9.9.4	Decisions.
                                         A quorum of at least [*****] Joint Steering Committee member appointed by each Party
                                         shall be present at or shall otherwise participate in each Joint Steering Committee meeting.
                                         Each Party has one vote in the decisions of the Joint Steering Committee. Decisions of
                                         the Joint Steering Committee shall be unanimous. If the members of the Joint Steering
                                         Committee cannot agree on a particular issue, the issue shall be escalated pursuant to
                                         Section 17.5, unless otherwise explicitly provided for in the Joint Development and Manufacturing
                                         Agreement and/or Commercialization Agreement.



 






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		9.9.5	Subcommittees.
                                         The Joint Steering Committee may establish and disband such subcommittees as deemed
                                         necessary by the Joint Steering Committee. In addition, the Joint Steering Committee
                                         shall establish the Joint Commercialization Committee as provided for in Section 7.7(i).
                                         Each such subcommittee will consist of the same number of representatives designated
                                         by each Party, which number shall be mutually agreed by the Parties. Each Party may change
                                         its representatives on written notice to the other Party or send a substitute representative
                                         to any subcommittee meeting. Each Party’s representatives and any substitute for
                                         a representative shall be bound by the obligations of confidentiality set forth in Section
                                         13. Except as expressly provided in this Agreement, no subcommittee has the authority
                                         to bind the Parties hereunder and each subcommittee will report to the Joint Steering
                                         Committee. Each Party is responsible for its own expenses incurred in connection with
                                         participating in and attending all such meetings. If a dispute arises that cannot be
                                         resolved by a subcommittee, either Party may refer such dispute to the Joint Steering
                                         Committee for resolution.



 


		9.9.6	Authority.
                                         The Joint Steering Committee and any subcommittees have only the powers assigned
                                         expressly to it in this Section 9 and elsewhere in this Agreement, and does not have
                                         any power to amend, modify, or waive compliance with this Agreement. Each Party retains
                                         the rights, powers, and discretion granted to it under this Agreement and neither Party
                                         may delegate or vest such rights, powers, or discretion in the Joint Steering Committee
                                         or subcommittee unless expressly provided for in this Agreement or the Parties expressly
                                         so agree in writing.



 


		10.	CONSIDERATION.



 


		10.1	Upfront
                                         Payment. In partial consideration for the exclusive licenses granted hereunder, Genmab
                                         shall pay to CureVac a non-refundable and non-creditable fee in the amount of Ten Million
                                         US Dollars (US$10,000,000) within [*****] after Genmab’s receipt
                                         of an invoice of the respective amount from CureVac.



 


		10.2	Option Exercise Fee. In partial consideration for the exclusive options granted
                                                                                                                                                    hereunder for up to three (3) Reserved Targets, Genmab shall pay to CureVac on an Option Exercise-by-Option Exercise basis a
                                                                                                                                                    non-refundable and non-creditable (except as otherwise explicitly provided for in the Agreement) Option Exercise Fee in the
                                                                                                                                                    amount of [*****] i.e., a maximum of Thirty Million US Dollars (US$30,000,000) for all potential options hereunder
                                                                                                                                                    (“Option Exercise Fee”). Such payment shall be made within [*****] after Genmab’s receipt of an
                                                                                                                                                    invoice of the respective amount from CureVac; provided, however, that a Reservation Fee paid by Genmab to CureVac for
                                                                                                                                                    the corresponding Reserved Target shall be deducted from the Option Exercise Fee, [*****].



 


		10.3	Product
                                         Selection Fee. Genmab shall pay CureVac a one time non-refundable and non-creditable
                                         fee of five million USD ($5,000,000) upon Product Selection by a Product Selection Notice covering a Product
                                         based upon the First Program Antibody or a Replacement Target Antibody, as applicable.
                                         Such payment shall be made within [*****] after Genmab’s receipt of an invoice
                                         of the respective amount from CureVac.



 


		10.4	Opt-In
                                         fee. If CureVac exercises its option to Opt-In under Section 7.1 above, CureVac shall
                                         pay Genmab a non-refundable and non-creditable Opt-In fee of Three Million Dollars (US$ 3,000,000) within [*****] after
                                         CureVac’s receipt of an invoice of the respective amount from Genmab; and no Option
                                         Exercise Fee shall be payable by Genmab for the respective Optioned Target. If the Option
                                         Exercise Fee has already been paid, CureVac shall reimburse such payment to Genmab within
                                         [*****] of receipt of invoice.



 






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		10.5	Development
                                         and Regulatory Milestone Payments. In addition to the payments under Sections 10.1,
                                         to 10.4 inclusive, in further consideration for the exclusive licenses granted hereunder,
                                         and subject to the terms and conditions set forth in this Agreement, Genmab shall make
                                         the following non-refundable and non-creditable Development and regulatory milestone
                                         payments to CureVac:



 


		10.5.1	Single
                                         Antibody Products. On a Single Antibody Product-by-Single Antibody Product basis,
                                         the following payments shall be made for all Single Antibody Products (including the
                                         First Collaboration Program – including if it is amended to cover a Replacement
                                         Target, and any Other Pre-IND Program, as applicable):



 


	Development
    Milestone Event	In
    US$ Million
	[*****]	[*****]
	[*****]	[*****]
	[*****]	[*****]
	[*****]	[*****]
	[*****]	[*****]


 


	Regulatory
    Milestone Event	1st
    BLA/MAA	2nd
    BLA/MAA
	[*****]	[*****]	[*****]
	[*****]	[*****]	[*****]
	[*****]	[*****]	[*****]
	[*****]	[*****]	[*****]


 


	Sales
    Milestone event	In
    US$ Million
	Genmab
    shall make the following one-off, sales-based milestone payments, for the Calendar Year in which aggregated annual worldwide
    Net Sales exceed for the first time the following amounts:
	[*****]	[*****]
	[*****]	[*****]
	[*****]	[*****]
	[*****]	[*****]
	[*****]	[*****]


 






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		10.5.2	Cocktail
                                         Products. On a Cocktail Product-by-Cocktail Product basis, the following payments
                                         shall be made for all Cocktail Products (with the exception of any Opt-In Product):



 


	Development
    Milestone Event	In
    US$ Million
	[*****]	[*****]
	[*****]	[*****]
	[*****]	[*****]
	[*****]	[*****]
	[*****]	[*****]
	[*****]	[*****]


 


	Regulatory
    Milestone Event	1st
    BLA/MAA	2nd
    BLA/MAA
	[*****]	[*****]	[*****]
	[*****]	[*****]	[*****]
	[*****]	[*****]	[*****]
	[*****]	[*****]	[*****]


 


	Sales
    Milestone event	In
    US$ Million
	Genmab
    shall make the following one-off, sales-based milestone payments, for the Calendar Year in which aggregated annual worldwide
    Net Sales exceed for the first time the following amounts:
	[*****]	[*****]
	[*****]	[*****]
	[*****]	[*****]
	[*****]	[*****]
	[*****]	[*****]


 


If any one of the milestone
events under Section 10.5 is not required for the Development of a Product, such milestone payment shall become payable upon achieving
the respective milestone event following the milestone event which was not required, [*****]. For purposes of clarity, the maximum
aggregate amount payable by Genmab pursuant to this Section 10.5 is [*****] for each Single Antibody Product, and [*****] for
each Cocktail Product.


 


		10.5.3	Obligation
                                         to Inform. Genmab shall inform CureVac on the occurrence of a milestone event under
                                         Sections 10.5.1 and 10.5.2 [*****] after
                                         the occurrence thereof.



 






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		10.5.4	Milestone
                                         Payment Terms. Each milestone payment shall be due and payable within [*****] after
                                         the receipt of the respective invoice by Genmab. Notwithstanding the foregoing, each
                                         sales milestone payment shall be paid together with the royalty payments for the Calendar
                                         Quarter during which the respective milestone has been achieved.



 


		10.6	Royalties.



 


		10.6.1	Royalty
                                         Rates. As further consideration for the rights and licenses granted by CureVac to
                                         Genmab under this Agreement, Genmab shall pay royalties to CureVac in the following amounts,
                                         in all cases considered on a Product-by-Product basis:



 


Single Antibody Products:


 


	Aggregate
    annual Net Sales of each Single Antibody Product (Product-by-Product)	Royalty
    Rate
	[*****]	[*****]
	[*****]	[*****]
	[*****]	[*****]
	[*****]	[*****]





 


Cocktail Products (with the
exception of any Opt-In Product):


 


	Aggregate
    annual Net Sales of each Cocktail Product (except any Opt-In Product) (Product-by-Product)	Royalty
    Rate
	[*****]	[*****]
	[*****]	[*****]
	[*****]	[*****]
	[*****]	[*****]





 


		10.6.2	Royalty
                                         Calculation. The royalties shall be calculated on the basis of aggregate annual Net
                                         Sales in the Territory Product-by-Product, with the royalty tiers set out above being
                                         calculated on a Product-by-Product basis from First Commercial Sale until the expiration
                                         of the applicable Royalty Term. Examples of royalty calculations are included in the
                                         enclosed Exhibit 10.6.2.



 


		10.6.3	Royalty
                                         Term. Genmab’s obligation to pay royalties shall begin, on a country-by-country
                                         basis, with the First Commercial Sale, and expire, on a country-by-country and a Product-by-Product
                                         basis, upon the later of (i) expiry or abandonment of the last to expire Valid Claim
                                         in such country that Covers such Product; (ii) expiry of Regulatory Exclusivity for the
                                         respective Product in such country; or (iii) ten (10) years from the date of First Commercial
                                         Sale of the respective Product (“Royalty Term”).



 






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		10.6.4	FTO
                                         License. If, during the Term, Genmab reasonably concludes, on the advice of patent
                                         counsel, that it might be required to seek a license under certain Third Party Patent
                                         Rights in order to have freedom to operate in practicing or making use of the CureVac
                                         Background Technology and/or LNP Technology by the Development, Manufacture, Commercialization
                                         or other exploitation of Products in accordance with this Agreement in any country (“FTO
                                         License”), Genmab shall be free to take such FTO License, and the circumstances
                                         of Sections 10.6.5 and 10.6.6 may be applicable, subject to their provisions. Before
                                         taking such FTO License, Genmab will consult with CureVac in good faith regarding the
                                         need for such FTO License and other available options, such as seeking to invalidate
                                         certain claims of the relevant Third Party Patent Rights.



 


		10.6.5	Third
                                         Party Payments–Granted Patent Rights in the Disclosure Letter. Subject to Section
                                         10.6.9, with respect to Third Party Patent Rights referenced in the Disclosure Letter
                                         that are granted as of the Effective Date, and subject to compliance with the procedures
                                         of Section 10.6.4, in the event Genmab seeks and obtains an FTO License under such Third
                                         Party Patent Rights and is required to make any payments (milestone, royalties or other
                                         payments, including settlement payments) to one or more Third Party licensors to obtain
                                         such license, then milestone payments and/or royalties due to CureVac for the respective
                                         Product shall be reduced by [*****] of the amount of such Third Party licensor payments
                                         payable by Genmab until Genmab has been reimbursed [*****] of all such payments. For
                                         clarity, subject to Section 10.6.9 Genmab shall also have the right to reduce milestone
                                         payments and royalties to CureVac by [*****] of any payments made by Genmab to CureVac
                                         under Section 2.8 with respect to any Third Party IP of the type the subject of this
                                         10.6.5. The Parties acknowledge and agree that this mechanism for deduction of Third
                                         Party payments does not imply in any way that the Third Party Patent Rights referenced
                                         in the Disclosure Letter may constitute any risk with respect to freedom to operate.



 


		10.6.6	Other
                                         Third Party Payments. Subject to Section 10.6.9, with respect to Third Party Patent
                                         Rights not referenced in the Disclosure Letter or Third Party Patent Rights referenced
                                         in the Disclosure letter that are not granted as of the Effective Date, and subject to
                                         compliance with the procedures of Section 10.6.4 in the event Genmab seeks and obtains
                                         an FTO License under such Third Party Patent Rights and is required to make any payments
                                         (milestone, royalties or other payments, including settlement payments) to one or more
                                         Third Party licensors to obtain such license, then royalties due to CureVac for the respective
                                         Product shall be reduced by [*****] of the amount of such Third Party licensor payments
                                         payable by Genmab until Genmab has been reimbursed in full for [*****] of all such payments.
                                         For clarity, subject to Section 10.6.9, Genmab shall also have the right to reduce royalties
                                         to CureVac by [*****] of any payments made by Genmab to CureVac under Section 2.8 with
                                         respect to any Third Party IP of the type the subject of this Section 10.6.6. The Parties
                                         acknowledge and agree that this mechanism for deduction of Third Party payments does
                                         not imply in any way that the Third Party Patent Rights referenced in the Disclosure
                                         Letter may constitute any risk with respect to freedom to operate.



 


		10.6.7	Countries
                                         Without Patent Protection. During the Royalty Term with respect to the First Collaboration
                                         Target and the related Product and subject to Section 10.6.9, in countries where sales
                                         of the Product do not or no longer fall under any Valid Claim, but where Regulatory Exclusivity
                                         is still in effect, royalties set forth above in Section 10.6.1 shall be reduced by [*****]
                                         for Net Sales in such country in the first [*****] period during which no Valid Claim
                                         exists, but Regulatory Exclusivity is in effect, [*****] for Net Sales in such country
                                         in the second [*****] period during which no Valid Claim exists, but Regulatory Exclusivity
                                         is in effect, and [*****] for Net Sales in such country for the remainder of the Royalty
                                         Term. For avoidance of doubt, in countries where sales of Products do not or no longer
                                         fall under any Valid Claim and Regulatory Exclusivity is not available or has expired,
                                         royalties set forth above in Section 10.6.1 shall be reduced by [*****] for Net Sales
                                         in such country. During the Royalty Term with respect to any Optioned Target or Optioned
                                         Target Combination, as applicable, and the related Products and subject to Section 10.6.9,
                                         in countries where sales of Products do not or no longer fall under any Valid Claim,
                                         royalties set forth above in Section 10.6.1 shall be reduced by [*****] for Net Sales
                                         in such country.



 






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		10.6.8	Generic
                                         Competition. In countries where Generic Products are being marketed by a Third Party,
                                         royalties set forth above shall be further reduced by the greater of: (a) [*****] for
                                         Net Sales in such country as long as such Generic Product is on the market in such country;
                                         or (b) [*****] for Net Sales in such country in circumstances where the total unit sales
                                         of such Generic Products in such country in a Calendar Year equal or exceed [*****] of
                                         the total sales in such country of the respective Product and Generic Products combined.



 


		10.6.9	Cumulative
                                         Deductions. Notwithstanding the above, any royalty reduction made pursuant to Section
                                         10.6.5, Section 10.6.6, Section 10.6.7 and/or Section 10.6.8 or reimbursements made under
                                         Section 2.8 that are creditable against royalties shall in no event reduce the applicable
                                         royalty rate for such Products sold in the respective country to less than [*****] for
                                         Single Antibody and [*****] for Cocktail Products. For avoidance of doubt, in the event
                                         that the minimum royalty rates are reached in connection with royalty deductions made
                                         pursuant to Section 2.8, Section 10.6.5 and/or Section 10.6.6, Genmab shall be allowed
                                         to reduce its future royalty payments, always subject to the above royalty floor, until
                                         Genmab has been settled in full with respect to its right to deduct payments made to
                                         any Third Party licensor or reimbursements to Curevac, as applicable.



 


		10.6.10	Blended
                                         Royalties. With respect to a potential step down in royalty rates to account for
                                         the expiry of certain Patent Rights, the Parties acknowledge and agree that the CureVac
                                         Technology licensed under this Agreement may justify royalty rates and/or royalty terms
                                         of differing amounts for sales of Products in the Territory, which rates could be applied
                                         separately to Products involving the exercise of CureVac Patent Rights in the Territory
                                         and/or the incorporation of CureVac Know-How, and that if such royalties were calculated
                                         separately, royalties relating to the CureVac Patent Rights in the Territory and royalties
                                         relating to the CureVac Know-How would last for different terms. For practicality reasons
                                         the Parties have agreed on a blended royalty rate. For clarity, this Section 10.6.10
                                         solely explains the rationale behind the royalty rates agreed on by the Parties and does
                                         not modify any of the other provisions of this Agreement.



 


		10.6.11	Royalty
                                         Payments. Within [*****] after the end of each Calendar Quarter in which any Net
                                         Sales occur, Genmab shall calculate the royalty payments owed to CureVac and shall remit
                                         to CureVac the amount owed to CureVac. All royalty payments shall be computed by converting
                                         the Net Sales in each country in the Territory into the currency of US Dollars, using
                                         the monthly exchange rates as customarily used by Genmab in preparing its audited financial
                                         statements for the applicable Calendar Quarter.



 






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		10.7	Reports.
                                         Each royalty payment shall be accompanied by a written report describing the Net
                                         Sales of each Product sold by or on behalf of Genmab, its Affiliates and Sublicensees
                                         during the applicable Calendar Quarter for each country in which sales of any Product
                                         occurred, specifying: [*****].



 


		10.8	Records.
                                         Genmab, its Affiliates and/or its Sublicensees shall keep and maintain records of
                                         sales of the Product(s) so that the royalties payable and the royalty reports may be
                                         verified. Such records shall upon reasonable written notice be open to inspection during
                                         business hours for a [*****] period after the Calendar Quarter to which such records
                                         relate, but in any event not more than once per calendar year, by a nationally recognized
                                         independent certified public accountant selected by CureVac reasonably acceptable to
                                         Genmab and retained at CureVac’s expense. Said accountant shall sign a confidentiality
                                         agreement prepared by Genmab and reasonably acceptable to CureVac and shall then have
                                         the right to audit the records kept pursuant to this Agreement to confirm Net Sales,
                                         royalties and other payments for a period covering not more than [*****] following the
                                         Calendar Quarter to which they pertain. If said examination of records reveals any underpayment(s)
                                         of the royalty payable, then Genmab shall promptly pay the balance due to CureVac, and
                                         if the underpayment(s) is/are more than [*****] then Genmab shall also bear the expenses
                                         of said accountant. If said examination of records reveals any overpayment(s) of royalty
                                         payable, then CureVac shall credit the amount overpaid against Genmab’s future
                                         royalty payment(s) (and if no further payments are due, shall be refunded by CureVac
                                         at the request of Genmab).



 


		10.9	Participation
                                         Payment. In the event Genmab grants a sublicense to a Third Party (i.e., a Sublicensee)
                                         for a Product expressing the First Program Antibody before [*****], Genmab shall pay
                                         to CureVac a one time payment of Ten Million US Dollars (US$ 10,000,000), in addition to the milestone and royalty payments
                                         to be made under this Article 10.



 


		10.10	Payment
                                         Terms.



 


		10.10.1	All
                                         payments by Genmab to CureVac shall be made by wire transfer payment in US dollars, except
                                         with respect to payments of FTE costs which shall be made in Euros, and shall be remitted
                                         to the following bank account:



 


[*****]


 


Invoices shall be issued to
Genmab A/S, or to the assignee Affiliate as specified in Section 17.1 on a Program-by-Program basis. Invoices shall be sent to
Genmab by email at the following address and stating the following VAT number or as otherwise designated by Genmab in writing:


 


Genmab B.V.
 [*****]


 






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		10.10.2	Payments
                                         not paid within [*****] after the due date under this Agreement shall bear interest at
                                         an annual rate of [*****] above the three-month-LIBOR rate of the respective currency
                                         for the time period in which such amount is outstanding, as disclosed from time to time
                                         by the European Central Bank which applied on the due date. Calculation of interest will
                                         be made for the exact number of days in the interest period based on a year of 360 days
                                         (actual/360) by Genmab.



 


		10.11	Taxes.



 


		10.11.1	Each
                                         Party shall be responsible for its own income taxes assessed by a tax or other authority
                                         except as otherwise set forth in this Agreement.



 


		10.11.2	The
                                         Parties acknowledge and agree that it is their mutual objective and intent to optimize,
                                         to the extent feasible and in compliance with Applicable Laws, taxes payable with respect
                                         to their collaborative efforts under this Agreement and that they shall use reasonable
                                         efforts to cooperate and coordinate with each other to achieve such objective.



 


		10.11.3	CureVac
                                         shall bear and pay any and all taxes levied on account of any payments made to it under
                                         this Agreement. If any taxes are required to be withheld by Genmab from any payment to
                                         be made to CureVac under this Agreement, Genmab shall (a) deduct such taxes from the
                                         payment to be made to CureVac, (b) timely pay the taxes to the proper taxing authority,
                                         and (c) send proof of payment to CureVac with an explanation of payment of such taxes
                                         within [*****] following such payment. If Genmab had a duty to withhold taxes in connection
                                         with any payment it made to CureVac but Genmab failed to withhold, and such taxes were
                                         assessed against and paid by Genmab, then CureVac shall, at Genmab’s request and
                                         upon receipt of proof of Genmab’s payment of such taxes, reimburse to Genmab the
                                         amount equivalent to such taxes (including interest but excluding penalties) paid by
                                         Genmab. For purposes of this Section 10.11.3, each Party shall provide the other with
                                         reasonably requested assistance to enable the due deduction by Genmab or CureVac, as
                                         applicable, and appropriate recovery by CureVac or Genmab, as applicable, which assistance
                                         includes provision of any tax forms and other information that may be reasonably necessary
                                         for Genmab or CureVac not to withhold tax.



 


		10.11.4	All
                                         payments due to the terms of this Agreement are expressed to be exclusive of value added
                                         tax (VAT) or similar indirect taxes. VAT/indirect taxes shall be added to the payments
                                         due to the terms if legally applicable.



 


 


		11.	INTELLECTUAL
                                         PROPERTY.



 


		11.1	Background Technology. As between the Parties, all right, title and interest in and to
                                                                                                                                                    all [*****] shall be Controlled by [*****] and all right, title and interest in and to all [*****] shall be Controlled by [*****]. As between the Parties, each Party shall have the sole right, in its sole discretion and at its sole expense, to
                                                                                                                                                    prosecute, maintain and defend Patent Rights within its Background Technology; provided, however, that CureVac shall
                                                                                                                                                    consider in good faith the interests of Genmab in the prosecution, maintenance and defense of [*****].



 






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		11.2	Disclosure
                                         of Inventions. During the Research Period, on a Collaboration Target-by- Collaboration
                                         Target basis, each Party shall as soon as reasonably practical disclose to the other
                                         Party, through the forum of the IP Sub Committee, the making, conception, or reduction
                                         to practice of any Inventions. After the Research Period, each Party shall as soon as
                                         reasonably practical disclose to the other Party, through the forum of the IP Sub Committee
                                         if it is continued after the Research Period, or otherwise through the Alliance Manager,
                                         the making, conception, or reduction to practice of any Invention that may be owned in
                                         part or in whole by the other Party pursuant to this Section 11.



 


		11.3	Ownership
of Inventions. The Parties agree that all right, title and interest in any and all Inventions (including all Patent Rights
resulting from such Inventions and all Know-How embodied in such Inventions) shall be owned as follows, [*****].



 


		11.3.1	Genmab
                                         Inventions. Genmab shall own all right, title and interest in and to



 


		(A)	[*****] and



 


		(B)	[*****]



 


Any such Invention as described
under (A) or (B) above shall be considered an Invention of Genmab (“Genmab Invention”). The types of inventions
listed in Section 2 of Exhibit 11.3 are all Inventions that are not to be considered a [*****] as applicable.


 






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		11.3.2	CureVac
Inventions. CureVac shall own all right, title and interest in and to all Inventions that [*****] Controlled by [*****] and
can be [*****]. The types of Inventions listed in [*****]. Any such Invention as described above in this Section 11.3.2 shall be considered
an Invention of CureVac (“CureVac Invention”).



 


		11.3.3	Other Inventions; Joint Inventions. For all other Inventions (i.e., Inventions that do
                                                                                                                                                      not fall within the categories described in Section 11.3.1 or 11.3.2 above) that are invented by or on behalf of Genmab
                                                                                                                                                      and/or CureVac (including the non-limiting example set out in Section 3 of Exhibit 11.3) (“Other
                                                                                                                                                      Inventions”), [*****]. Any such Other Invention shall be referred to as “Genmab Other Invention”
                                                                                                                                                      if owned by Genmab, and as “CureVac Other Invention” if owned by CureVac. Except to the extent either
                                                                                                                                                      Party is restricted by the licenses granted to the other Party under this Agreement or the other terms of this Agreement,
                                                                                                                                                      each Party shall have the right to [*****] the Other Invention under any Other Invention Patent Right and related Know-How,
                                                                                                                                                      i.e., shall have a [*****] license to such Other Invention, and any consent
                                                                                                                                                      from the other Party as may be required under Applicable Law for a Party to practice and exploit such Other Invention and
                                                                                                                                                      Other Invention Patent Right and related Know-How shall hereby be given by the other Party. If the
                                                                                                                                                      Parties [*****] shall be jointly owned by the Parties (“Joint
                                                                                                                                                      Invention”). Except to the extent either Party is restricted by the licenses granted to the other Party under this
                                                                                                                                                      Agreement or the other terms of this Agreement, each Party may freely practice and exploit its interest in the Joint
                                                                                                                                                      Inventions, Joint Patent Rights and related Know-How, and any consent from the other Party as may be required under
                                                                                                                                                      Applicable Law for a Party to practice and exploit such Joint Inventions and Joint Patent Rights shall hereby be given by the
                                                                                                                                                      other Party. For the avoidance of doubt, the licenses granted under this Section 11.3.3 do not include any license to use any
                                                                                                                                                      Background Technology of the other Party.



 


		11.4	Assignment and transfer of Inventions. To give effect to the ownership principles
                                                                                                                                                    described in Section 11.3 each Party shall assign and transfer, and hereby assigns and transfers, to such other Party (or
                                                                                                                                                    with respect to assignments and transfers to Genmab, to Genmab A/S or Genmab B.V. as designated by Genmab in writing on a
                                                                                                                                                    Program-by-Program basis) [*****] as the case may be, of its present and future rights, interest and title to any such
                                                                                                                                                    Invention that is to vest in the other Party pursuant to the ownership principles described in Section 11.3, and the other
                                                                                                                                                    Party shall accept and hereby accepts such assignment and transfer (“Assigned Invention”). At the written
                                                                                                                                                    instruction of the other Party, the transferring Party agrees to make or procure all such assignments from its employees,
                                                                                                                                                    consultants and subcontractors as are necessary to give effect to the provisions of this Section 11.4 and to assist the
                                                                                                                                                    transfer in every way reasonably required by the transferee (i) to obtain Patent Rights to such Assigned Invention in any and
                                                                                                                                                    all countries for which Patent Rights are being sought; and (ii) to maintain and defend Patent Rights in all Assigned
                                                                                                                                                    Inventions which have been or may be assigned as provided above. The transferring Party shall execute and deliver, and cause
                                                                                                                                                    its employees, consultants and subcontractors to execute and deliver, all such documents, instruments and other papers and
                                                                                                                                                    take all such other action which the transferee may reasonably request in order to give effect to the provisions of this
                                                                                                                                                    Section 11.4.



 






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		11.5	Cooperation.
                                         Each Party represents and agrees that all its employee(s), contractor(s) and agent(s)
                                         will be obligated under a binding written agreement or otherwise to assign to such Party
                                         all Inventions discovered, created, conceived, developed or reduced to practice by such
                                         employee(s), contractor(s) or agent(s) in connection with this Agreement. Notwithstanding
                                         anything to the contrary herein, to the extent the German Laws on Employee Inventions
                                         (Arbeitnehmererfindungsgesetz) applies, each Party shall claim the unlimited use
                                         of any Invention discovered, created, conceived, developed or reduced to practice in
                                         accordance with such laws. Regardless of which Party is the ultimate assignee of an Invention
                                         under this Agreement, each Party shall be solely responsible for payments to be made
                                         to its employees or other persons engaged by such Party in consideration for the Invention
                                         under the German Laws on Employee Inventions, or any corresponding laws in other countries.
                                         For clarity, each Party shall be and remain solely responsible towards its own employees
                                         for compliance with the requirements of the German Laws on Employee Inventions (Arbeitnehmererfindungsgesetz)
                                         if applicable.



 


		11.6	Non-exclusive
                                         License to Generally Applicable Patent Rights. Except to the extent CureVac is restricted
                                         by the licenses granted to Genmab under this Agreement or the other terms of this Agreement,
                                         Genmab hereby grants to CureVac, and CureVac hereby accepts, a fully paid-up, royalty-free,
                                         perpetual, irrevocable, worldwide, non-exclusive, transferable and sub-licensable (through
                                         multiple tiers) license to freely practice and use the Generally Applicable Patent Rights
                                         for activities in connection with the CureVac Background Technology, CureVac Technology,
                                         Know-How generated by CureVac outside this Agreement and/or the LNP Technology, in each
                                         case to the extent that such activities are outside the scope of this Agreement. For
                                         the avoidance of doubt, subject to the provisions of Section 13.4.4 CureVac shall not
                                         have any right to use, exploit or disclose any Confidential Information of Genmab in
                                         connection with such activities.



 


		11.7	Filing,
                                         Prosecution, Maintenance and Defense.



 


		11.7.1	CureVac
                                         Program Patent Rights. Subject to Section 11.7.3 below, CureVac shall have the first
                                         right, but not the obligation, to file, prosecute, maintain and defend the CureVac Program
                                         Patent Rights throughout the Territory at its sole expense. Upon Genmab’s request,
                                         CureVac shall keep Genmab advised of the status of prosecution of all such Patent Rights
                                         included within the CureVac Program Patent Rights, and shall give Genmab before filing
                                         or response to office actions, as applicable, reasonable opportunity to review and comment
                                         upon the text of any applications or amendments for CureVac Program Patent Rights. CureVac
                                         shall not unreasonably refuse to address any of Genmab’s comments made in accordance
                                         with this Section 11.7.1. Notwithstanding the above, prior to filing any application
                                         for a CureVac Invention that may disclose, in part or in full, a Genmab Invention, Other
                                         Invention or Joint Invention, CureVac shall provide Genmab with a copy of the draft application
                                         and provide Genmab with at least [*****] to review and comment upon the text of such
                                         draft application. If Genmab notifies CureVac within the above [*****] deadline that
                                         Genmab desires to file an application for a Genmab Invention, Joint Invention or Genmab
                                         Other Invention, the Parties shall coordinate the filing of the application for a CureVac
                                         Invention with the filing of Genmab’s application for such Genmab Invention, Other
                                         Invention or Joint Invention so that CureVac’s application and Genmab’s application
                                         are filed on the same day or otherwise filed in a way that secures and protects each
                                         of the Parties’ interest. CureVac shall promptly give notice to Genmab of the grant,
                                         lapse, revocation, surrender or invalidation of any CureVac Program Patent Rights for
                                         which CureVac is responsible for the filing, prosecution and maintenance. CureVac shall
                                         give notice to Genmab of any desire to not file patent applications claiming CureVac
                                         Program Patent Rights on a country by country basis and, in such cases, shall permit
                                         Genmab, in its sole discretion, to file such patent applications at its own expense and
                                         in its own name. If Genmab elects to file, such Patent Right shall be deemed a Genmab
                                         Patent Right and CureVac shall execute such documents and perform such acts at CureVac’s
                                         reasonable expense as may be reasonably necessary for Genmab to perform such filing.
                                         For avoidance of doubt, CureVac will not include a Genmab Invention, Other Invention
                                         or Joint Invention in a separate patent claim of a patent application to be filed by
                                         CureVac without Genmab’s prior written consent.



 






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		11.7.2	Genmab
                                         Program Patent Rights. Genmab shall have the sole right, but not the obligation,
                                         at its sole expense, to file, prosecute, maintain and defend the Genmab Program Patent
                                         Rights throughout the Territory in good faith consistent with its customary patent policy
                                         and its reasonable business judgment and shall consider in good faith the reasonable
                                         interests of CureVac in so doing. Upon CureVac’s request, Genmab shall keep CureVac
                                         advised of the status of prosecution of all Royalty Product Patent Rights. Notwithstanding
                                         the above, prior to filing any application for a Genmab Invention that may disclose,
                                         in part or in full, a CureVac Invention, Other Invention or Joint Invention, Genmab shall
                                         provide CureVac with a copy of the draft application and provide CureVac with at [*****]
                                         to review and comment upon the text of such draft application. If CureVac notifies Genmab
                                         within the above [*****] deadline that CureVac desires to file an application for a CureVac
                                         Invention or CureVac Other Invention, the Parties shall coordinate the filing of the
                                         application for a Genmab Invention with the filing of CureVac’s application for
                                         such CureVac Invention or CureVac Other Invention so that CureVac’s application
                                         and Genmab’s application are filed on the same day or otherwise filed in a way
                                         that secures and protects each of the Parties’ interest, such as by agreeing to
                                         follow the principles for filing, prosecution, maintenance and defense outlined in Section
                                         11.7.3. For avoidance of doubt, Genmab will not include a CureVac Invention, Other Invention
                                         or Joint Invention in a separate patent claim of a patent application to be filed by
                                         Genmab without CureVac’s prior written consent.



 


		11.7.3	Filing,
                                         Prosecution, Maintenance and Defense of certain Patents claiming both Genmab Inventions
                                         and CureVac Inventions. Notwithstanding the above in Section 11.7.1, if Genmab reasonably
                                         finds that the planned filing of a patent application by CureVac claiming a CureVac Invention
                                         may be damaging to Genmab’s possibilities of obtaining adequate Patent Rights for
                                         a particular Product, Genmab shall have the right to request in writing, through the
                                         IP Sub- Committee or the Alliance Manager, as applicable, and providing detailed reasons
                                         that CureVac does not file such application at that time, always giving due consideration
                                         to CureVac’s interest in obtaining an adequate patent protection of the CureVac
                                         Inventions and Genmab’s interest in obtaining an adequate patent protection for
                                         Genmab Inventions and that particular Product. For avoidance of doubt, [*****]. As a result of such written
                                         request from Genmab, CureVac will not file such application at such time. Instead, CureVac
                                         can file such application on the earlier of (i) [*****] after Genmab has promptly informed
                                         CureVac in writing that Genmab has obtained sufficient data to support an application
                                         for Patent Rights for a Genmab Invention relating to the Product making use of such CureVac
                                         Invention, or (ii) [*****] following Product Selection under Section 5.3 or Option Exercise
                                         under Section 3.4 (whichever occurs sooner) according to the R&D Plan relating to
                                         the Product which is the subject of the Genmab patent application; or (iii) when Genmab
                                         decides not to pursue Product Selection under Section 5.3 or Option Exercise under Section
                                         3.4 for that particular Product. [*****]. If CureVac believes it would
                                         be beneficial that such Genmab application should contain claims for such CureVac Invention,
                                         it may request Genmab to include the relevant CureVac Invention in the Genmab filing,
                                         and Genmab shall consider such request in good faith. Subject to the restrictions of
                                         the licenses granted by CureVac to Genmab under this Agreement and any other restrictions
                                         explicitly set out in this Agreement, Genmab shall and hereby does grant to CureVac,
                                         and CureVac shall and hereby does accept, an exclusive, worldwide, fully paid, perpetual,
                                         fully transferable license, with the right to grant sublicenses in multiple tiers, under
                                         any such Genmab Program Patent Rights covering a CureVac Invention to practice and exploit
                                         such CureVac Invention and only such CureVac Invention. In addition, upon CureVac’s
                                         request, Genmab shall collaborate in good faith with CureVac with a view to filing, where
                                         possible, specific divisional application(s) claiming such CureVac Invention(s), that
                                         would be prosecuted, maintained and defended under the control of CureVac and at its
                                         expense, and, to the extent possible without damaging Genmab’s patent position
                                         with respect to a given Product, which divisional application(s) shall be assigned to
                                         CureVac for its further prosecution, maintenance and defense at CureVac’s cost.
                                         Such assigned divisional Patent Rights shall then be deemed CureVac Program Patent Rights.
                                         Upon such filing of a divisional application, Genmab shall abandon the patent claim(s)
                                         for such CureVac Invention.



 






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		11.7.4	CureVac
                                         Other Invention Patent Rights. CureVac shall have the first right, but not the obligation,
                                         to file, prosecute, maintain and defend Patent Rights for CureVac Other Inventions (“CureVac
                                         Other Invention Patent Rights”) throughout the Territory, at its sole expense,
                                         and CureVac shall as soon as reasonably practicable give notice to Genmab of any desire
                                         to not file patent applications claiming CureVac Other Invention Patent Rights or to
                                         cease prosecution and/or maintenance and/or defense of CureVac Other Invention Patent
                                         Rights on a country by country basis and, in such cases, shall permit Genmab, in its
                                         sole discretion, to file such patent applications or to continue prosecution or maintenance
                                         or defense of such CureVac Other Invention Patent Rights (in which case thereafter they
                                         will be deemed a Genmab Other Invention Patent Right) at its own expense and in its own
                                         name. At the latest [*****] before filing, and except where CureVac has given up the
                                         right to prosecute as provided above, CureVac shall give Genmab an opportunity to review
                                         and comment upon the text of any application with respect to any CureVac Other Invention
                                         Patent Right, shall consult with Genmab with respect thereto, shall not unreasonably
                                         refuse to address any of Genmab’s comments and supply Genmab with a copy of the
                                         application as filed, together with notice of its filing date and serial number. CureVac
                                         shall keep Genmab reasonably informed of the status of the actual and prospective prosecution,
                                         maintenance and defense, including but not limited to any substantive communications
                                         with the competent patent offices that may affect the scope of such filings, and CureVac
                                         shall to the extent reasonably possible give Genmab a timely, prior opportunity to review
                                         and comment upon any such substantive communication and shall consult with Genmab with
                                         respect thereto, and shall not unreasonably refuse to address any of Genmab’s comments.
                                         Notwithstanding anything to the contrary above, prior to filing any application for a
                                         CureVac Other Invention that may disclose, in part or in full, a Genmab Invention, CureVac
                                         shall provide Genmab with a copy of the draft application and provide Genmab with at
                                         least [*****] to review and comment upon the text of such draft application. If Genmab
                                         notifies CureVac within the above [*****] deadline that Genmab desires to file an application
                                         for a Genmab Invention, the Parties shall coordinate the filing of the application for
                                         a CureVac Other Invention with the filing of Genmab’s application for such Genmab
                                         Invention so that the CureVac application and Genmab application are filed on the same
                                         day or otherwise filed in a way that secures and protects each of the Parties’
                                         interest.



 


		11.7.5	Genmab
                                         Other Invention Patent Rights. Genmab shall have the first right, but not the obligation,
                                         to file, prosecute, maintain and defend Patent Rights for Genmab Other Inventions (“Genmab
                                         Other Invention Patent Rights”) throughout the Territory, at its sole expense,
                                         and Genmab shall as soon as reasonably practicable give notice to CureVac of any desire
                                         to not file patent applications claiming Genmab Other Invention Patent Rights or to cease
                                         prosecution and/or maintenance and/or defense of Genmab Other Invention Patent Rights
                                         on a country by country basis and, in such cases, shall permit CureVac, in its sole discretion,
                                         to file such patent applications or to continue prosecution or maintenance or defense
                                         of such Genmab Other Invention Patent Rights (in which case thereafter they will be deemed
                                         a CureVac Other Invention Patent Right) at its own expense and in its own name. At the
                                         latest [*****] before filing, and except where Genmab has given up the right to prosecute
                                         as provided above, Genmab shall [*****]. Notwithstanding
                                         anything to the contrary above, prior to filing any application for a Genmab Other Invention
                                         that may disclose, in part or in full, a CureVac Invention, Genmab shall provide CureVac
                                         with a copy of the draft application and provide CureVac with at least [*****] to review
                                         and comment upon the text of such draft application. If CureVac notifies Genmab within
                                         the above [*****] deadline that CureVac desires to file an application for a CureVac
                                         Invention, the Parties shall coordinate the filing of the application for a Genmab Other
                                         Invention with the filing of CureVac’s application for such CureVac Invention so
                                         that the CureVac application and Genmab application are filed on the same day or otherwise
                                         filed in a way that secures and protects each of the Parties’ interest.



 






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		11.8	Joint
                                         Patent Rights.



 


		11.8.1	Genmab
                                         shall have the first right, but not the obligation, to file, prosecute, maintain and
                                         defend Patent Rights relating to Joint Inventions (“Joint Patent Rights”)
                                         throughout the Territory, at its sole expense, and Genmab shall give timely notice to
                                         CureVac, and, if during the Research Period, with a copy to the IP Sub-Committee, of
                                         any desire to not file patent applications claiming Joint Patent Rights or to cease prosecution
                                         and/or maintenance of Joint Patent Rights on a country-by-country basis and, in such
                                         cases, shall permit CureVac, in its sole discretion, to file such patent applications
                                         or to continue prosecution, maintenance or defense of such Joint Patent Rights at its
                                         own expense. At the latest [*****] before filing, the prosecuting Party shall give the
                                         non-prosecuting Party an opportunity to review and comment upon the text of any application
                                         with respect to such Joint Patent Right, shall consult with the non-prosecuting Party
                                         with respect thereto, shall not unreasonably refuse to address any of the non-prosecuting
                                         Party’s comments and supply the non-prosecuting Party with a copy of the application
                                         as filed, together with notice of its filing date and serial number. The prosecuting
                                         Party shall keep the non-prosecuting Party reasonably informed of the status of the actual
                                         and prospective prosecution, and maintenance, including but not limited to any substantive
                                         communications with the competent patent offices that may affect the scope of such filings,
                                         and the prosecuting Party shall give the non-prosecuting Party a timely, prior opportunity
                                         to review and comment upon any such substantive communication and shall consult with
                                         such non- prosecuting Party with respect thereto, and shall not unreasonably refuse to
                                         address any of such non-prosecuting Party’s comments.



 


		11.9	Patent
                                         Term Extension. [*****]. It is acknowledged
                                         that Genmab has the ultimate decision-making authority with regard to the filing for
                                         Patent Term Extensions, but Genmab agrees that when making that decision it shall not
                                         unreasonably take any action or inaction that causes CureVac significant financial detriment, [*****]. CureVac shall
                                         cooperate with Genmab with regard to obtaining Patent Term Extensions and shall provide
                                         to Genmab prompt and reasonable assistance as requested by Genmab, at Genmab’s
                                         expense, including by taking such action as may be required of the patent holder under
                                         any Applicable Laws to obtain such Patent Term Extension. [*****].



 


		12.	ENFORCEMENT
                                         AND DEFENSE.



 


		12.1	Notice.
                                         Each Party shall notify the other Party in writing as soon as reasonably possible
                                         upon learning of any actual or suspected infringement by a Third Party of any CureVac
                                         Patent Rights, Genmab Patent Rights, CureVac Other Invention Patent Right, Genmab Other
                                         Invention Patent Right, Joint Patent Right or Patent Rights comprised in the LNP Technology
                                         Controlled by CureVac that may adversely affect any Program Antibody, Program Antibody
                                         Combination or Product in the Field in the Territory (“Relevant Infringement”),
                                         or of any claim by a Third Party alleging the invalidity, unenforceability, or non-infringement
                                         of any CureVac Patent Rights, Genmab Patent Rights, CureVac Other Invention Patent Right,
                                         Genmab Other Invention Patent Right or Joint Patent Right.



 






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		12.2	Enforcement.



 


		12.2.1	CureVac
                                         Patent Rights, Patent Rights in LNP Technology, CureVac Other Invention Patent Rights.
                                         Except as set forth in Section 12.2.2 below, as between the Parties, CureVac will
                                         have the first right, but not the obligation, to seek to abate any Relevant Infringement
                                         of any CureVac Patent Right, Patent Rights comprised in the LNP Technology Controlled
                                         by CureVac (to the extent CureVac is authorized to do so by the LNP Technology licensor)
                                         or CureVac Other Invention Patent Right by a Third Party, or to file suit against any
                                         such Third Party for such Relevant Infringement, and CureVac shall bear all the expense
                                         of such suit or abatement of such Relevant Infringement. Genmab may, at its own expense,
                                         be represented in any such action by counsel of its own choice. If CureVac does not bring
                                         such legal action within the earlier of (i) [*****] after the notice provided pursuant
                                         to Section 12.1, or (ii) within [*****] prior to any deadline under Applicable Law for
                                         bringing such legal action; or if CureVac decides to discontinue any ongoing legal action,
                                         Genmab may bring and control any legal action in connection with such Relevant Infringement
                                         of CureVac Patent Rights, Patent Rights comprised in the LNP Technology (to the extent
                                         possible under CureVac’s license to such LNP Technology) or CureVac Other Invention
                                         Patent Rights at its own expense as it reasonably determines appropriate.



 


		12.2.2	Genmab
                                         Patent Rights. As between the Parties, Genmab will have the sole right, but not the
                                         obligation, to seek to abate any infringement of Genmab Patent Rights by a Third Party,
                                         or to file suit against any such Third Party for such infringement. Genmab shall bear
                                         all the expense of such suit or abatement of infringement. With respect to any infringement
                                         by a Third Party of a Genmab Patent Right where such infringement relates to a claim
                                         for a CureVac Invention included in such Genmab Patent Right pursuant to Section 11.7.3,
                                         Genmab agrees to collaborate with CureVac in good faith at CureVac’s cost to enforce
                                         such claim against such Third Party infringement  [*****]; provided that in the reasonable opinion of Genmab such enforcement
                                         will not entail any significant risk with respect to upholding an adequate patent protection
                                         for Genmab Inventions and the Product.



 


		12.2.3	Genmab
                                         Other Invention Patent Right and Joint Patent Rights. Genmab shall have the first
                                         right, but not the obligation, to seek to abate any infringement of Genmab Other Invention
                                         Patent Rights or Joint Patent Rights by a Third Party, or to file suit against any such
                                         Third Party for such infringement, and Genmab shall bear all the expense of such suit
                                         or abatement of infringement. CureVac may, at its own expense, be represented in any
                                         such action by counsel of its own choice. If Genmab does not bring such legal action
                                         within the earlier of (i) [*****] after the notice provided pursuant to Section 12.1,
                                         or (ii) within [*****] prior to any deadline under Applicable Law for bringing such legal
                                         action; or if Genmab decides to discontinue any ongoing legal action, CureVac may bring
                                         and control any legal action in connection with such infringement of Genmab Other Invention
                                         Patent Rights and Joint Patent Rights at its own expense as it reasonably determines
                                         appropriate.



 


		12.2.4	Assistance.
                                         The non-enforcing Party shall provide such assistance as the enforcing Party shall
                                         reasonably request in connection with any action or suit hereunder to prevent or enjoin
                                         any such infringement or unauthorized use of a CureVac Patent Right or Genmab Patent
                                         Right, including agreeing to be joined as a party to such action or suit and executing
                                         legal documents as reasonably requested by the enforcing Party. Such assistance will
                                         be provided by a Party, at the enforcing Party’s cost.



 






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		12.3	Defense.



 


		12.3.1	Defense
                                         of CureVac Patent Rights, Patent Rights in LNP Technology and CureVac Other Invention
                                         Patent Rights. Except as set forth in subsection 12.3.2 below, as between the Parties,
                                         CureVac will have the first right, but not the obligation, to defend against a declaratory
                                         judgment action or other action challenging any CureVac Patent Right or Patent Right
                                         comprised in LNP Technology Controlled by CureVac or CureVac Other Invention Patent Rights.



 


		12.3.2	Defense
                                         of Genmab Other Invention Patent Rights and/or Joint Patent Rights. As between the
                                         Parties, Genmab will have the first right, but not the obligation, to defend against
                                         a declaratory judgment action or other action challenging any Genmab Other Invention
                                         Patent Right or Joint Patent Rights. Genmab shall bear all the expense of such defense.



 


		12.3.3	Taking
                                         over the defense. If the Party first responsible for such defense does not take steps
                                         to defend (or have defended) within a commercially reasonably time period, or elects
                                         not to continue any such defense (in which case it will promptly provide notice thereof
                                         to the other Party), then (A) in the case of an election by CureVac not to defend (or
                                         have defended) a CureVac Patent Right, Patent Right in LNP Technology Controlled by CureVac
                                         or CureVac Other Invention Patent Right, Genmab shall have the right, but not the obligation,
                                         to defend such CureVac Patent Right, Patent Right in LNP Technology (to the extent possible
                                         under CureVac’s license to such LNP Technology) or CureVac Other Invention Patent
                                         Right with respect to a Program Antibody, Program Antibody Combination or Product; provided,
                                         however, that Genmab shall bear all the expenses of such suit, and (B) in the case
                                         of an election by Genmab not to defend a Genmab Other Invention Patent Right or Joint
                                         Patent Right, CureVac shall have the right, but not the obligation, to take action or
                                         bring suit to defend such Patent Right; provided, however that CureVac shall bear all
                                         the expenses of such suit.



 


		12.3.4	Control.
                                         Notwithstanding the foregoing, any response to a Third Party infringer’s counterclaim
                                         of invalidity or unenforceability of any CureVac Patent Rights, Patent Right in LNP Technology
                                         Controlled by CureVac (to the extent authorized under CureVac’s license to such
                                         LNP Technology), CureVac Other Invention Patent Rights, Genmab Other Invention Patent
                                         Rights or Joint Patent Right shall be controlled by the Party who controls the relevant
                                         enforcement proceeding pursuant to this Article 12 unless otherwise mutually agreed by
                                         the Parties in writing.



 


		12.3.5	Defense
                                         of Genmab Patent Rights. As between the Parties, Genmab shall have the sole right,
                                         but not the obligation, to defend against a declaratory judgment action or other action
                                         challenging any Genmab Patent Right. Genmab shall bear all the expenses of such defense.
                                         With respect to any defense of a Genmab Patent Right where such defense relates to a
                                         claim for a CureVac Invention included in such Genmab Patent Right pursuant to Section
                                         11.7.3, Genmab agrees to collaborate with CureVac in good faith at CureVac’s cost
                                         to defend such claim against such declaratory judgment action or other action challenging
                                         such claim [*****]; provided
                                         that in the reasonable opinion of Genmab such defense will not entail any significant
                                         risk with respect to upholding an adequate patent protection for Genmab Inventions and
                                         the Product.



 






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		12.4	Participation.
                                         With respect to any infringement or defensive action identified above in this Article
                                         12, the enforcing or defending Party shall keep the other Party updated and reasonably
                                         consult with the other Party with respect to any such action, it being understood that
                                         in such consultation the enforcing or defending Party shall take the other Party’s
                                         comments reasonably into account, provided, however, that the enforcing or defending
                                         Party will have the right to make the final determination in the event of any disagreement
                                         between the Parties related to any decision in connection with such action.



 


		12.5	Damages.
                                         Unless otherwise agreed by the Parties, all monies recovered upon the final judgment
                                         or settlement of any infringement action relating to the Development, Manufacture or
                                         Commercialization of Product(s) under this Agreement which may be controlled by either
                                         Genmab or CureVac and described in this Article 12, in each case will be used as follows:



 


		(i)	first
                                         to reimburse the controlling Party, and thereafter the non-controlling Party, for each
                                         of their reasonable out-of-pocket costs and expenses relating to the action;



 


		(ii)	second, the remaining recovery shall then be used to compensate each Party for the respective
                                                                                                                                                 damages suffered from the infringement of the respective Patent Right based on a lost profits calculation, provided that in
                                                                                                                                                 the event the remaining portion of the recovery is not sufficient to compensate each Party’s damages, such compensation
                                                                                                                                                 shall be paid on a pro-rata share based on the respective damages/lost profits suffered, provided, however, if such
                                                                                                                                                 respective damages/lost profits suffered cannot be reasonably ascertained, then (a) with respect to an action controlled by
                                                                                                                                                 Genmab, Genmab shall receive [*****] of the recovery and CureVac shall receive [*****] except in the event that the recovery
                                                                                                                                                 relates to an Opt-In Product in which case the recovery shall be [*****] and (b) with respect to an action controlled by
                                                                                                                                                 CureVac, the recovery shall be [*****];



 


		(iii)	third,
                                         the remaining portion of any such recovery to be allocated between the Parties in the
                                         same ratio used for the calculation under Section 12.5(ii).



 


		12.6	Consent
                                         and Consultation. Neither Party shall settle any claim or demand in any such litigation
                                         admitting the invalidity or non-infringement of the other Party’s Patent Rights
                                         (for clarity, including Joint Patent Rights), or otherwise materially negatively impacting
                                         the other Party’s rights or interests under this Agreement without the prior written
                                         consent of the other Party, which consent shall not be unreasonably withheld or delayed.
                                         In addition to the foregoing, to the extent any action initiated by Genmab involves any
                                         infringement of CureVac Patent Rights, Genmab will consult with CureVac regarding issues
                                         relating to such CureVac Patent Rights, and take CureVac’s input into good faith
                                         consideration.



 






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		12.7	Defense
                                         and Settlement of Third Party Claims.



 


		12.7.1	If
                                         the Development, Manufacture or Commercialization of any Program Antibody, Program Antibody
                                         Combination or Product in any country in accordance with this Agreement or other activity
                                         of either of the Parties pursuant to the Agreement is alleged by a Third Party to infringe
                                         a Third Party’s Patent Right, the Party becoming aware of such allegation shall
                                         promptly notify the other Party. CureVac has the first right, but not the obligation,
                                         to control any defense of any such claim involving alleged infringement of Third Party
                                         rights by CureVac’s activities under any Program at its own expense and by counsel
                                         of its own choice, and Genmab may, at its own expense, choose to be represented in any
                                         such action by counsel of its own choice. Genmab has the sole right to control any defense
                                         of any such claim involving alleged infringement of Third Party rights by Genmab’s
                                         activities under the Program at its own expense and by counsel of its own choice, and
                                         CureVac may, at its own expense, choose to be represented in any such action by counsel
                                         of its own choice. Neither Party may settle any patent infringement litigation under
                                         this Section 12.7.1 in a manner that admits the invalidity or unenforceability of the
                                         other Party’s Patent Rights or Joint Patent Rights or imposes on the other Party
                                         restrictions or obligations or other liabilities, without the written consent of such
                                         other Party, which consent shall not be unreasonably withheld. Notwithstanding the above,
                                         with respect to any Opt-In Product, the Parties shall mutually agree on a common strategy
                                         for the defense of any such claim involving alleged infringement of Third Party rights.



 


		12.7.2	If
                                         a Third Party sues Genmab or CureVac or any of their Affiliates, distributors or permitted
                                         Sublicensees alleging that Genmab’s practice of a right granted by CureVac to Genmab
                                         hereunder through the Development, Manufacture and/or Commercialization of any Program
                                         Antibody, Program Antibody Combination or Product pursuant to this Agreement infringes
                                         or will infringe said Third Party’s Patent Rights, then, upon the defending Party’s
                                         request and in connection with the defense of any such Third Party infringement suit,
                                         the non-defending Party shall provide reasonable assistance to the defending Party for
                                         such defense and/or shall join in any such action if reasonably required by the defending
                                         Party in order to defend such claim or to assert all available defenses and claims, and
                                         to cooperate reasonably with the defending Party. The defending Party shall not enter
                                         into a settlement that imposes a financial obligation upon the non-defending Party or
                                         which limits the scope or invalidates any Patent Right of either Party without such Party’s
                                         prior written consent, which consent shall not be unreasonably withheld or delayed, and
                                         in any settlement the defending Party shall always take into consideration the interest
                                         of the non-defending Party.



 


		12.8	Common
                                         Interest Disclosures. With regard to any information (including materials) disclosed
                                         pursuant to this Agreement by one Party to the other Party regarding intellectual property
                                         rights owned or controlled by Third Parties, the Parties agree that they have a common
                                         legal interest in determining whether, and to what extent, Third Party intellectual property
                                         rights may affect the Development, Manufacturing and/or Commercialization of any Product,
                                         and have a further common legal interest in defending against any actual or prospective
                                         Third Party claims based on allegations of misuse or infringement of intellectual property
                                         rights relating to the Development, Manufacturing and/or Commercialization of any Product.
                                         Accordingly, the Parties agree that all such information obtained by one Party from the
                                         other Party will be used solely for purposes of the Parties’ common legal interests
                                         with respect to the conduct of this Agreement. All information will be treated as protected
                                         by the attorney-client privilege, the work product privilege, and any other privilege
                                         or immunity that may otherwise be applicable. By sharing any information, neither Party
                                         intends to waive or limit any privilege or immunity that may apply to the shared information.
                                         Neither Party shall have the authority to waive any privilege or immunity on behalf of
                                         the other Party without such other Party’s prior written consent, nor shall the
                                         waiver of privilege or immunity resulting from the conduct of one Party be deemed to
                                         apply against any other Party.



 






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		13.	CONFIDENTIALITY.



 


		13.1	Obligation
                                         of Confidentiality. As of and after the Effective Date, all Confidential Information
                                         disclosed, revealed or otherwise made available to one Party or its Affiliates (“Receiving
                                         Party”) by or on behalf of the other Party (“Disclosing Party”)
                                         under, or as a result of, this Agreement is made available to the Receiving Party solely
                                         to permit the Receiving Party to exercise its rights, and perform its obligations, under
                                         this Agreement. The Receiving Party shall not use any of the Disclosing Party’s
                                         Confidential Information for any other purpose, and shall not disclose, reveal or otherwise
                                         make any of the Disclosing Party’s Confidential Information available to any other
                                         person, firm, corporation or other entity, without the prior written authorization of
                                         the Disclosing Party, except as explicitly stated in this Article 13.



 


		13.2	Additional
                                         Obligations.



 


		13.2.1	Appropriate
                                         Safeguards. In furtherance of the Receiving Party’s obligations under Section
                                         13.1 hereof, the Receiving Party shall take all reasonable steps, and shall implement
                                         all appropriate and reasonable safeguards, to seek to prevent the unauthorized use or
                                         disclosure of any of the Disclosing Party’s Confidential Information.



 


		13.2.2	Unauthorized
                                         Use or Disclosure. The Receiving Party shall furnish the Disclosing Party with written
                                         notice immediately of it becoming aware and indicating details of any unauthorized use
                                         or disclosure of any of the Disclosing Party’s Confidential Information by any
                                         employee, officer, director, consultant, CRO, CMO, contractors, agent(s), consultant(s),
                                         and Sublicensees (in the case of Genmab), or Financial Partner of/the Receiving Party,
                                         and shall take all actions reasonably required in order to prevent any further unauthorized
                                         use or disclosure of the Disclosing Party’s Confidential Information. Notwithstanding
                                         the foregoing, the Receiving Party remains responsible and liable for any unauthorized
                                         use by any employee, officer, director, consultant, CRO, CMO, contractors, agent(s),
                                         consultant(s), and Sublicensees (in the case of Genmab), or Financial Partner of the
                                         Receiving Party.



 


		13.3	Limitations.
                                         The Receiving Party’s obligations under Sections 13.1 shall not apply to the
                                         extent that the Receiving Party can demonstrate by competent written evidence that any
                                         of the Disclosing Party’s Confidential Information:



 


		(i)	is
                                         known by the Receiving Party at the time of its receipt, and not through a prior disclosure
                                         by or on behalf of the Disclosing Party;



 


		(ii)	is
                                         in the public domain by use and/or publication before its receipt from the Disclosing
                                         Party, or thereafter enters the public domain through no fault of the Receiving Party;



 






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		(iii)	is
                                         subsequently disclosed to the Receiving Party by a Third Party who may lawfully do so
                                         and is not under an obligation of confidentiality regarding the Confidential Information;
                                         or



 


		(iv)	is
                                         developed by the Receiving Party independently of Confidential Information or material
                                         received from the Disclosing Party.



 


		13.4	Authorized
                                         Disclosures.



 


		13.4.1	Necessary
                                         Disclosures. Each Party may disclose the other Party’s Confidential Information
                                         as expressly permitted by this Agreement or if and to the extent such disclosure is reasonably
                                         necessary in the following instances:



 


		(i)	disclosure
                                         to judicial, governmental or other regulatory agencies or authorities in connection with
                                         the filing, prosecution, maintenance and defense of Patent Rights as permitted by this
                                         Agreement;



 


		(ii)	disclosure
                                         to judicial, governmental or other regulatory agencies or authorities to gain or maintain
                                         approval, authorizations or the like to Develop, Manufacture or Commercialize a given
                                         Product that such Party has a license or right to Develop, Manufacture or Commercialize
                                         hereunder in a given country or jurisdiction;



 


		(iii)	prosecuting
                                         or defending litigation as permitted by this Agreement;



 


		(iv)	disclosure
                                         to its and its Affiliates’ employees, officers, directors, consultants, CROs, CMOs,
                                         contractors, agent(s), consultant(s), and to Sublicensees (in the case of Genmab), in
                                         each case on a need-to-know basis for the purposes as expressly authorized and contemplated
                                         by this Agreement, including for the Development, Manufacturing and/or Commercialization
                                         of the Program Antibodies or Products (or for such entities to determine their interest
                                         in performing such activities) in accordance with this Agreement, on the condition that
                                         such Affiliates or Third Parties agree to be bound by confidentiality and non-use obligations
                                         that substantially are no less stringent than those confidentiality and non-use provisions
                                         contained in this Agreement;



 


		(v)	disclosure
                                         to such Party’s attorneys, independent accountants or financial advisors for the
                                         sole purpose of enabling such attorneys, independent accountants or financial advisors
                                         to provide advice to the Receiving Party, on the condition that such attorneys, independent
                                         accountants and financial advisors agree to be bound by the confidentiality and non-use
                                         obligations contained in this Agreement; or



 


		(vi)	disclosure
                                         to any bona fide potential or actual investor, insurer, acquirer, merger partner, Sub-Licensee
                                         (in the case of Genmab) or other bona fide potential or actual financial partner or funding
                                         source (“Financial Partner”) solely for the purpose of evaluating
                                         or carrying out an actual or potential investment, acquisition, license or collaboration,
                                         and to any related persons directly connected with such activity being contemplated with
                                         the Financial Partner, such as an advisory firm or investment bank; provided that in
                                         connection with such disclosure, the Disclosing Party shall inform each disclosee of
                                         the confidential nature of such Confidential Information and disclosure shall be subject
                                         to the agreement of each disclosee to be bound by confidentiality and non-use obligations
                                         that substantially are no less stringent than those confidentiality and non-use provisions
                                         contained in this Agreement.



 






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		13.4.2	Required
                                         Disclosures. If a Party is required by judicial, governmental or administrative process,
                                         including to comply with Applicable Laws (including stock exchange rules) or pursuant
                                         to Section 13.4.1(iii), to disclose Confidential Information that is subject to the non-disclosure
                                         provisions of Section 13.1, such Party shall to the extent reasonably possible provide
                                         the other Party with reasonable advance notice of the disclosure that is being sought
                                         in order to provide the other Party an opportunity to challenge or limit the disclosure
                                         obligations. Confidential Information that is disclosed by judicial, governmental or
                                         administrative process shall remain otherwise subject to the confidentiality and non-use
                                         provisions of this Article 13, and the Party disclosing Confidential Information pursuant
                                         to judicial, governmental or administrative process shall take all steps reasonably necessary,
                                         including without limitation to seek an order of confidentiality, to ensure the continued
                                         confidential treatment of such Confidential Information.



 


		13.4.3	Disclosure
                                         to the LNP Technology provider. [*****] solely to the extent required under the agreement
                                         between the LNP Technology provider and CureVac, and in any case provided that such LNP
                                         Technology provider agrees to be bound by confidentiality and non-use obligations that
                                         substantially are no less stringent than those confidentiality and non-use provisions
                                         contained in this Agreement.



 


		13.4.4	Disclosure to a sublicensee of CureVac of the rights granted in Section 11.6. [*****].
                                                                                                                                                      For avoidance of doubt, CureVac may not disclose any other Confidential Information of Genmab to such sublicensee, including
                                                                                                                                                      Genmab Know-How relating to such Generally Applicable Patent Rights which is not disclosed in said Patent Rights.



 


		13.5	Survival.
                                         All of the Receiving Party’s obligations under this Article 13 hereof, with
                                         respect to the protection of the Disclosing Party’s Confidential Information, shall
                                         for a period of [*****] survive the expiration or termination of this Agreement for any
                                         reason whatsoever.



 






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		13.6	Public
                                         Announcements, Press Releases. The Parties shall issue a press release in the form
                                         attached hereto as Exhibit 13.6 at an agreed time promptly after the Effective
                                         Date. Thereafter, except as otherwise expressly permitted in this Agreement, and except
                                         as may be required by Applicable Law, including the listing standards or agreements of
                                         any national or international securities exchange, neither Party shall issue any press
                                         release or public statement disclosing information relating to this Agreement or the
                                         transactions contemplated hereby or the terms hereof without the prior written consent
                                         of the other Party, not to be unreasonably withheld, conditioned, or delayed; provided,
                                         that notwithstanding the foregoing, to the extent reasonably possible on prior notice
                                         to CureVac, and in reasonable time for CureVac to consider if the content requires an
                                         announcement by CureVac, Genmab may make disclosures relating to the development or commercialization
                                         of a Product, including publication of the results of research or development activities,
                                         any clinical trial conducted on a Product whether or not conducted by Genmab, Regulatory
                                         Filings, Regulatory Approvals or any health or safety matter related to a Product. For
                                         all other public disclosures, subject to Section 13.7, if either Party desires to issue
                                         a press release or other public statement disclosing information relating to this Agreement
                                         or the transactions contemplated hereby or the terms hereof, the issuing Party will provide
                                         the other Party with a copy of the proposed press release or public statement. The issuing
                                         Party shall specify with each such proposed press release or public statement, taking
                                         into account the urgency of the matter being disclosed, a reasonable period of time within
                                         which the Receiving Party may provide any comments on such proposed press release or
                                         public statement (but in no event less than [*****], unless reasonably necessary to comply
                                         with Applicable Law). If the reviewing Party provides any comments, the Parties will
                                         consult on such proposed press release or public statement and work in good faith to
                                         prepare a mutually acceptable proposed press release or public statement. For avoidance
                                         of doubt, neither Party may make such other public disclosure without the other Party’s
                                         prior written consent, unless reasonably necessary to comply with any Applicable Law.
                                         Each Party may repeat any information relating to this Agreement that has already been
                                         publicly disclosed in accordance with this Section 13.6, provided such information continues
                                         as of such time to be accurate.



 


		13.7	Publication.
                                         With respect to any paper or presentation proposed for disclosure by Genmab that
                                         includes Confidential Information of CureVac (excluding any information that falls under
                                         the exceptions of Section 13.6), CureVac may review and comment and approve any such
                                         proposed paper or presentation, such approval not to be unreasonably withheld, conditioned,
                                         or delayed. Genmab shall submit to CureVac the proposed publication or presentation (including
                                         posters, slides, abstracts, manuscripts, marketing materials and written descriptions
                                         of oral presentations) at least [*****] prior to the date of submission for publication
                                         or the date of presentation, whichever is earlier, of any of such submitted materials.
                                         CureVac shall review such submitted materials and respond to Genmab as soon as reasonably
                                         possible, but in any case, within [*****] ([*****]) after receipt thereof. [*****]. For avoidance of doubt,
                                         CureVac shall not make any publication without Genmab’s prior written consent.



 






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		14.	INDEMNIFICATION
                                         AND REPRESENTATIONS AND WARRANTIES.



 


		14.1	Indemnification by Genmab. Genmab will defend, indemnify and hold CureVac and its
                                                                                                                                                    Affiliates and their directors, officers, employees, consultants, agents and contractors (the “CureVac Indemnified
                                                                                                                                                    Parties”) harmless from and against [*****] resulting or arising from (A) [*****] (B) [*****] or (iii) [*****]; except, in each case, to the extent caused
                                                                                                                                                    by the negligence or willful misconduct of any of the CureVac Indemnified Parties. CureVac will give Genmab prompt notice of
                                                                                                                                                    any such claim or lawsuit. Such notice shall include a reasonable identification of the alleged facts giving rise to such
                                                                                                                                                    claim for indemnification. The failure to deliver written notice to CureVac within a reasonable time after the commencement
                                                                                                                                                    of any action with respect to a claim shall only relieve CureVac of its indemnification obligations if and to the extent
                                                                                                                                                    CureVac is actually and materially prejudiced thereby. Without limiting the foregoing indemnity, Genmab will have the right
                                                                                                                                                    to compromise, settle or defend any such claim or lawsuit (to the extent subject to indemnity by Genmab as set forth herein);
                                                                                                                                                    provided that (i) no offer of settlement, settlement or compromise by Genmab shall be binding on CureVac without its prior
                                                                                                                                                    written consent, not to be unreasonably withheld, conditioned or delayed, unless such settlement fully releases CureVac
                                                                                                                                                    without any liability, loss, cost or obligation incurred by CureVac and in no event shall any settlement or compromise admit
                                                                                                                                                    or concede that any aspect of any of the CureVac Patent Rights, CureVac Other Invention Patent Rights or the Joint Patent
                                                                                                                                                    Rights is invalid or unenforceable or adversely affect the scope of any of the CureVac Patent Rights, CureVac Other Invention
                                                                                                                                                    Patent Rights or the Joint Patent Rights; and (ii) Genmab shall not have authority to admit any wrongdoing or misconduct on
                                                                                                                                                    the part of CureVac Indemnified Parties, any licensor of LNP Technology or contractors except with CureVac’s prior
                                                                                                                                                    written consent.



 


		14.2	Indemnification by CureVac. CureVac will defend, indemnify and hold Genmab and its
                                                                                                                                                    Affiliates and their directors, officers, employees, consultants, agents, Sublicensees and contractors (the “Genmab
                                                                                                                                                    Indemnified Parties”) harmless from and against any and all losses, liabilities, claims, suits, proceedings,
                                                                                                                                                    expenses, fees, recoveries and damages, including reasonable legal expenses and costs including attorneys’ fees,
                                                                                                                                                    resulting or arising out of any claim by any Third Party resulting or arising from (i) [*****] or (ii) [*****] or (iii)
                                                                                                                                                    [*****] except, in each case, to the extent caused by the negligence or willful misconduct of any of the Genmab Indemnified
                                                                                                                                                    Parties. Genmab will give CureVac prompt notice of any such claim or lawsuit. Such notice shall include a reasonable
                                                                                                                                                    identification of the alleged facts giving rise to such claim for indemnification. The failure to deliver written notice to
                                                                                                                                                    CureVac within a reasonable time after the commencement of any action with respect to a claim shall only relieve CureVac of
                                                                                                                                                    its indemnification obligations if and to the extent CureVac is actually and materially prejudiced thereby. Without limiting
                                                                                                                                                    the foregoing indemnity, CureVac will have the right to compromise, settle or defend any such claim or lawsuit (to the extent
                                                                                                                                                    subject to indemnity by CureVac as set forth herein); provided that (A) no offer of settlement, settlement or compromise by
                                                                                                                                                    CureVac shall be binding on Genmab without its prior written consent, not to be unreasonably withheld, conditioned or
                                                                                                                                                    delayed, unless such settlement fully releases Genmab without any liability, loss, cost or obligation incurred by Genmab and
                                                                                                                                                    in no event shall any settlement or compromise admit or concede that any aspect of any of the Genmab Program Patent Rights,
                                                                                                                                                    Genmab Other Patent Rights or the Joint Patent Rights is invalid or unenforceable or adversely affect the scope of any of the
                                                                                                                                                    Genmab Program Patent Rights, Genmab Other Patent Rights or the Joint Patent Rights; and (B) CureVac shall not have authority
                                                                                                                                                    to admit any wrongdoing or misconduct on the part of any Genmab Indemnified Parties except with Genmab’s prior written
                                                                                                                                                    consent.



 






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		14.3	Additional
                                         Indemnification Procedures. The indemnifying Party shall notify the indemnified Party
                                         of its intentions as to the defense of the claim in writing within [*****] after the
                                         indemnifying Party’s receipt of notice of the claim from the indemnified Party.
                                         If the indemnifying Party assumes the defense of a claim against an indemnified Party,
                                         the indemnifying Party shall have no obligation or liability under this Article 14 as
                                         to any claim for which settlement or compromise of such claim or an offer of settlement
                                         or compromise of such claim is made by the indemnified Party without the prior written
                                         consent of the indemnifying Party. The indemnified Party shall reasonably cooperate with
                                         the indemnifying Party in its defense of the claim (including copying and making documents
                                         and records available for review and making persons within its control available for
                                         pertinent testimony in accordance with the confidentiality provisions of Article 14)
                                         at the indemnifying Party’s reasonable, pre-approved expense. If the indemnifying
                                         Party assumes defense of the claim, the indemnified Party may participate in, but not
                                         control, the defense of such claim using attorneys of its choice and at its sole cost
                                         and expense (i.e., with such cost and expense not being covered by the indemnifying Party).
                                         If the indemnifying Party does not agree to assume the defense of the claim asserted
                                         against the indemnified Party (or does not give notice that it is assuming such defense),
                                         or if the indemnifying Party assumes the defense of the Claim in accordance with this
                                         Section 14.3, but yet fails to defend or take other reasonable, timely action, in response
                                         to such claim asserted against the indemnified Party, the indemnified Party shall have
                                         the right to defend or take other reasonable action to defend its interests in such proceedings,
                                         and shall have the right to litigate, settle or otherwise dispose of any such claim;
                                         provided, however, that no Party shall have the right to settle a claim in a manner
                                         that would adversely affect the rights granted to the other Party hereunder, or would
                                         materially conflict with this Agreement, without the prior written consent of the Party
                                         entitled to control the defense of such claim, which consent shall not be unreasonably
                                         withheld, delayed or conditioned.



 


		14.4	CureVac
                                         Representations and Warranties. Subject to the disclosures in the attached Exhibit
                                         14.4 (“Disclosure Letter”) CureVac represents and warrants to Genmab
                                         as of the Effective Date that:



 


		(i)	it
                                         is the sole and exclusive owner of the Patent Rights listed in Exhibit 1.59;



 


		(ii)	to
                                         CureVac’s knowledge, all inventors have assigned their rights to the Patent Rights
                                         listed in Exhibit 1.59 to CureVac, and there have been no inventorship or ownership
                                         challenges with respect to these Patent Rights;



 


		(iii)	CureVac
                                         has the full right, power and authority to grant the rights and licenses it purports
                                         to grant hereunder, and neither CureVac nor any of its Affiliates has granted any Third
                                         Party any rights or licenses that would interfere or be inconsistent with Genmab’s
                                         rights and licenses hereunder;



 






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		(iv)	to
                                         CureVac’s knowledge, use of the CureVac Technology by Genmab in accordance with
                                         the terms of this Agreement, including Genmab’s further Development, Manufacturing
                                         and/or Commercialization of each Product will not infringe on the rights of any Third
                                         Party, including any Third Party intellectual property rights;



 


		(v)	to
                                         CureVac’s knowledge, CureVac has received no written notice of or any written demand
                                         relating to any threatened or pending litigation which would reasonably lead it to believe
                                         that Genmab’s exercise of any rights granted by CureVac under this Agreement in
                                         respect of the CureVac Technology will infringe any Patent Rights or misappropriate other
                                         intellectual property right of any Third Party;



 


		(vi)	to
                                         CureVac’s knowledge, CureVac has received no currently pending administrative proceedings
                                         or litigation or threatened administrative proceedings or litigation seeking to invalidate
                                         or otherwise challenge any Curevac Patent Right(s);



 


		(vii)	CureVac
                                         has not given any written notice to any Third Party asserting infringement by such Third
                                         Party of any of the CureVac Technology and, to CureVac’s knowledge, there is no
                                         unauthorized use, infringement or misappropriation of the CureVac Technology;



 


		(viii)	CureVac
                                         Controls all right, title and interest in and to the CureVac Technology;



 


		(ix)	The
                                         CureVac Technology is free and clear of all encumbrances, security interests, options,
                                         and charges of any kind;



 


		(x)	To
                                         CureVac’s knowledge, the CVCMs are not required for the Development, Manufacture
                                         or Commercialization of Products under this Agreement;



 


		(xi)	CureVac
                                         has provided to Genmab an accurate, current copy of the BioNTech License and Roche License,
                                         respectively, and it will not without Genmab’s prior written consent amend the
                                         BioNTech License or Roche License in any way that may have an adverse effect on the licenses
                                         granted to Genmab herein;



 


		(xii)	CureVac
                                         has provided to Genmab accurate, current and redacted copies via the data room of (i)
                                         the Acuitas License and (ii) the Arcturus License and (iii) License Agreement for [*****]
                                         between CureVac AG and GeneArt AG dated [*****] including any amendments thereto; and
                                         (iv) Licensed Agreement between CureVac AG and TriLink Biotechnologies LLC, including
                                         any amendments thereto; and CureVac will not without Genmab’s prior written consent
                                         amend or terminate any of these agreements in any way that may have an adverse effect
                                         on the licenses granted to Genmab herein; and



 






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		(xiii)	to
                                         CureVac’s knowledge, CureVac is not in material breach of the Acuitas License or
                                         Arcturus License, there is no current dispute under the Acuitas License or Arcturus License
                                         and any such agreement is in full force and effect in accordance with its terms.



 


		14.5	Genmab
                                         Representations and Warranties. Genmab represents and warrants to CureVac that at
                                         the time of [*****]. For avoidance
                                         of doubt, such representation and warranty shall only apply with respect to the Antibody
                                         or Antibody Combination to be included in the Product and shall not apply to any Curevac
                                         Technology, Other Technology or LNP Technology.



 


		14.6	Representations,
                                         Warranties of the Parties to Each Other. CureVac and Genmab each represents and warrants
                                         and covenants with respect to itself only as of the Effective Date that:



 


		(i)	the
                                         execution, delivery and performance of this Agreement have been duly authorized by all
                                         necessary action on the part of such Party, its officers and directors, and does not
                                         conflict with, violate, or breach any agreement to which such Party is a party, or such
                                         Party’s corporate charter, bylaws or similar organizational documents;



 


		(ii)	this
                                         Agreement constitutes a legal, valid and binding obligation of such Party that is enforceable
                                         against it in accordance with its terms, except as such enforceability may be limited
                                         by general principles of equity or to applicable competition, bankruptcy, insolvency,
                                         reorganization, moratorium, liquidation and other similar laws relating to, or affecting
                                         generally, the enforcement of applicable creditors’ rights and remedies;



 


		(iii)	it
                                         is a company or corporation duly organized, validly existing, and in good standing under
                                         the laws of the jurisdiction in which it is incorporated;



 


		(iv)	it
                                         has not, and will not, after the Effective Date and during the Term, grant any right
                                         to any Third Party that would conflict with the rights granted to the other Party hereunder
                                         (but only while such rights remain in effect in accordance with the terms of this Agreement);
                                         and



 


		(v)	it
                                         has not, and will not, after the Effective Date and during the Term, knowingly use any
                                         employee, agent, contractor or consultant in connection with the Development or Commercialization
                                         of Products who has been debarred by any governmental authority, or, to such Party’s
                                         knowledge, is the subject of debarment proceedings by a governmental authority.



 


		14.7	Compliance
                                         with Law. Each Party shall comply with all Applicable Laws in its performance of
                                         activities contemplated under this Agreement.



 






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		14.8	Diligence
                                         of Genmab. [*****]. CureVac acknowledges and agrees that it has provided all information
                                         relating to CureVac Technology that CureVac reasonable believes is necessary for Genmab
                                         to conduct and complete a proper due diligence relating to the Collaboration Targets
                                         and Products, and that it has answered truthfully to all questions of Genmab relating
                                         to the due diligence of the CureVac Technology.



 


		14.9	Disclaimer
                                         THE REPRESENTATIONS AND WARRANTIES OF THE PARTIES SET FORTH IN THIS AGREEMENT ARE
                                         THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE PARTIES RELATING TO OR MADE
                                         IN CONNECTION WITH THIS AGREEMENT, AND NEITHER PARTY MAKES OR HAS MADE ANY REPRESENTATIONS
                                         OR WARRANTIES NOT EXPRESSLY SET FORTH IN THIS AGREEMENT. CUREVAC AND GENMAB ARE NOT RELYING
                                         ON, AND EACH HEREBY DISCLAIMS, ALL REPRESENTATIONS AND WARRANTIES NOT EXPRESSLY CONTAINED
                                         HEREIN (WHETHER EXPRESS OR IMPLIED), INCLUDING WITH RESPECT TO EACH OF THEIR RESEARCH,
                                         DEVELOPMENT AND COMMERCIALIZATION EFFORTS HEREUNDER, WHETHER THE PRODUCTS CAN BE SUCCESSFULLY
                                         DEVELOPED OR MARKETED, THE ACCURACY, PERFORMANCE, UTILITY, RELIABILITY, TECHNOLOGICAL
                                         OR COMMERCIAL VALUE, COMPREHENSIVENESS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR
                                         PURPOSE WHATSOEVER OF THE PRODUCTS, OR THE NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL
                                         PROPERTY RIGHTS.



 


		14.10	Limitation
                                         of Liability. IN NO EVENT SHALL EITHER CUREVAC OR GENMAB BE LIABLE FOR REMOTE, SPECULATIVE,
                                         PUNITIVE OR EXEMPLARY, OR OTHER SPECIAL DAMAGES, INCLUDING LOST PROFITS, ARISING OUT
                                         OF THIS AGREEMENT BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY (OTHER THAN (A) PUNITIVE
                                         OR EXEMPLARY DAMAGES REQUIRED TO BE PAID TO (I) A THIRD PARTY PURSUANT TO A NON-APPEALABLE
                                         ORDER OF A COURT OF COMPETENT JURISDICTION IN CONNECTION WITH A THIRD PARTY CLAIM FOR
                                         WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDER OR (II) A PARTY
                                         PURSUANT TO A NON-APPEALABLE ORDER OF A COURT OF COMPETENT JURISDICTION IN CONNECTION
                                         WITH A VIOLATION OF PATENT OR OTHER INTELLECTUAL PROPERTY RIGHTS, (B) SUCH DAMAGES ARISING
                                         OUT OF ANY BREACH OF ARTICLE 13 OR (C) SUCH DAMAGES ARISING OUT OF THE GROSS NEGLIGENCE
                                         OR WILLFUL MISCONDUCT OF THE LIABLE PARTY). Notwithstanding the foregoing, it is expressly
                                         understood and agreed that nothing contained in this Section 14.10 shall limit, alter,
                                         or waive in any manner or respect any defenses available to any Person, any burdens of
                                         proof or legal standards required to be met by any Person under Applicable Laws or any
                                         indemnification rights or obligations of either Party.



 






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		15.	TERM
                                         AND TERMINATION.



 


		15.1	Term.
                                         The term of this Agreement will commence on the Effective Date and end on the expiration
                                         of all applicable royalty payment obligations to CureVac under this Agreement, unless
                                         terminated earlier according to the terms and conditions of this Agreement (“Term”).
                                         Upon expiry of this Agreement in a country and provided and to the extent that this Agreement
                                         is not terminated after such expiry by CureVac in accordance with Sections 15.4 and 15.5,
                                         Genmab’s licenses under Article 2 for such country shall become a fully paid-up,
                                         perpetual, and non-exclusive license.



 


		15.2	Termination
                                         by CureVac. CureVac is entitled to terminate this Agreement in its entirety, if Genmab
                                         has not made a Product Selection in relation to the First Collaboration Program within
                                         [*****] after the Effective Date or has not exercised an Option within the Option Period.



 


		15.3	Termination
                                         at Will by Genmab. Genmab may terminate this Agreement in its entirety or on a Program-by-Program
                                         (excluding any Opt-In Program), at any time without cause upon (i) [*****] prior written
                                         notice to CureVac before the end of the last to expire Research Period (to be determined
                                         on a Program-by-Program basis or (ii) upon [*****] prior written notice to CureVac after
                                         the end of the last to expire Research Period (to be determined on a Program-by-Program
                                         basis). In the event Genmab decides to cease permanently the further research and Development
                                         under the First Collaboration Program, or under any Other Pre-IND Program, including
                                         the Development of a Product resulting from any such Program, it shall promptly inform
                                         the JRC or Collaboration Committee, as applicable, hereof for discussion with the JRC/Collaboration
                                         Committee, and unless otherwise agreed within the JRC/Collaboration Committee, Genmab
                                         shall terminate this Agreement with respect to the First Collaboration Target and First
                                         Program Antibody, or the Optioned Target and respective Other Program Antibody, as applicable.
                                         For the termination of an Opt-In Program the terms and conditions of Sections 7.8 and
                                         7.9 shall apply. During such termination periods, as applicable, the Parties shall cooperate
                                         in the wind down of activities under this Agreement or under the Program being terminated
                                         in a commercially reasonable manner.



 


		15.4	Termination
                                         for Cause by Either Party. In the event that either Party (“Breaching Party”)
                                         commits a material breach or default of any of its obligations hereunder of a general
                                         nature under this Agreement or in relation to any specific Program (“Program
                                         Breach”) the other Party hereto (“Non-Breaching Party”)
                                         may give the Breaching Party written notice of such material breach or default, and shall
                                         request that such material breach or default be cured as soon as reasonably practicable.
                                         In the event that the Breaching Party fails to cure such breach or default within [*****] after
                                         the date of the Non-Breaching Party’s written notice thereof (in the event of default
                                         of payment within [*****] after the date of the Non- Breaching Party’s notice),
                                         the Non-Breaching Party may (i) terminate this Agreement in the event of a material breach
                                         of general nature; or (ii) terminate the Program in the case of a Program Breach, by
                                         giving written notice of termination to the Breaching Party. In the event the Breaching
                                         Party indicates in writing that it will be unable or is unwilling to cure the breach,
                                         this Agreement or the Program, as applicable, may be terminated by the Non-Breaching
                                         Party with immediate effect. If following the Commercialization of a Product the breach
                                         relates to one country only or a group of countries of the Territory the Non-Breaching
                                         Party shall only have the right to terminate this Agreement in relation to such country
                                         or countries. If the Breaching Party in good faith disputes such material breach or disputes
                                         the failure to cure or remedy such material breach and provides written notice of that
                                         dispute to the Non-Breaching Party within the [*****] period, then the matter will be
                                         addressed under the dispute resolution provisions in Section 17.5, and the Non-Breaching
                                         Party may not terminate this Agreement, or the Program as applicable, until it has been
                                         determined under such dispute resolution procedure that the Non-Breaching Party is in
                                         material breach of this Agreement or has committed a Program Breach, as the case may
                                         be. Termination of this Agreement in accordance with this Section 15.4 shall not affect
                                         or impair the Non-Breaching Party’s right to pursue any legal remedy, including
                                         the right to recover damages, for any harm suffered or incurred by the Non-Breaching
                                         Party as a result of such breach or default.



 






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		15.5	[*****].



 


		15.6	Termination
                                         Generally. The termination of the Agreement in whole or in part under this Section
                                         15 shall not create any obligations to undo or refund (in Dutch “ongedaanmakingsverbintenissen”)
                                         services rendered and payments made in accordance with the Agreement prior to the effective
                                         date of the termination.



 


		16.	CONSEQUENCES
                                         OF TERMINATION.



 


		16.1	Termination
                                         Due to CureVac’s Breach. If Genmab terminates this Agreement or a Program under
                                         Section 15.3, the rights and obligations of the Parties hereunder shall terminate (either
                                         in their entirety or in relation to the particular Program) as of the effective date
                                         of such termination and there shall be the following consequences (to be interpreted
                                         on a Program basis in the event of termination of a Program)



 


		(i)	no
                                         later than [*****] after the effective date of such termination, each Party shall return
                                         or cause to be returned to the other Party or, at the other Party’s option, destroy
                                         (and certify in writing the destruction of) all Confidential Information in tangible
                                         form received from the other Party and all copies in any medium thereof; provided,
                                         however, that each Party may retain any Confidential Information reasonably necessary
                                         for such Party’s continued practice under any license(s) which do not terminate
                                         pursuant to this Section 16.1, and may retain the Confidential Information solely for
                                         the purpose of ensuring its compliance with this Agreement and Applicable Law by electronic
                                         files created in the ordinary course of business during automatic system back-up procedures
                                         pursuant to its electronic record retention and destruction practices that apply to its
                                         own general electronic files and information so long as such electronic files are (A)
                                         maintained only on centralized storage servers (and not on personal computers or devices),
                                         (B) not accessible by any of its personnel (other than its information technology specialists),
                                         and (C) are not otherwise accessed subsequently except with the written consent of the
                                         other Party or as required by law. Such retained copies of documents and Confidential
                                         Information shall remain subject to the confidentiality and non-use obligations set forth
                                         in this Agreement;



 






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		(ii)	Subject
                                         to Section 16.1(iii) below CureVac shall, within [*****] after the effective date of
                                         such termination return or cause to be returned to Genmab all substances or compositions
                                         delivered or provided by Genmab, as well as any other Genmab Material provided by Genmab
                                         in any medium;



 


		(iii)	each
                                         Party shall pay all amounts then due and owing as of the termination effective date;



 


		(iv)	CureVac
                                         shall provide access to Genmab, to the extent not previously provided, to the CureVac
                                         Know-How (other than the Know-How included in the CureVac Manufacturing Technology) in
                                         its possession or under its Control relating to the Collaboration Targets and Products;



 


		(v)	Unless
                                         otherwise explicitly agreed in the Early Clinical Supply Agreement or any MSA, termination
                                         shall not affect the operation of the Early Clinical Supply Agreement or any MSA;



 


		(vi)	effective
                                         only in the event of such termination, CureVac hereby grants to Genmab an exclusive (even
                                         as to CureVac) and sublicensable license in the Field and in the Territory under the
                                         CureVac Technology to Develop, Manufacture and Commercialize any Products identified
                                         prior to termination, provided, however, that any payment obligations under Article
                                         10 shall survive the termination of the Agreement in consideration for the exclusive
                                         license of Genmab under this Section 16.1(vi); and



 


		(vii)	except
                                         as set forth in this Section 16.1 and for the surviving provisions set forth in Section
                                         16.3 below, the rights and obligations of the Parties hereunder shall terminate.



 


For the avoidance of doubt,
the rights and obligations of Genmab and CureVac under this Section 16.1 in the event of a termination due to CureVac’s
breach shall not exceed or be in any way broader than the rights and obligation of Genmab and CureVac under the Agreement.


 


		16.2	Termination
                                         Due to Genmab’s Breach under 15.4, [*****], CureVac’s termination under Section 15.2 or Genmab’s termination
                                         under Section 15.3. If CureVac terminates this Agreement as a whole or with respect
                                         to a specific Program under Sections 15.2, 15.4 or 15.5, or if Genmab terminates this
                                         Agreement as a whole or with respect to a specific Program under Section 15.3, the rights
                                         and obligations of the Parties hereunder with respect to the specific Program or all
                                         Programs, as the case may be, shall terminate as of the effective date of such termination
                                         and:



 






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		(i)	Genmab’s
                                         licenses under Article 2 of this Agreement and any sub-licenses under Article 4 shall
                                         automatically lapse and all of CureVac’s rights to the CureVac Technology automatically
                                         revert back to CureVac;



 


		(ii)	no
                                         later than [*****] after the effective date of such termination, each Party shall return
                                         or cause to be returned to the other Party or, at the other Party’s option, destroy
                                         (and certify in writing the destruction of), all Confidential Information of the Disclosing
                                         Party in tangible form received from the other Party and all copies in any medium thereof;
                                         provided, however, that each Party may retain any Confidential Information reasonably
                                         necessary for such Party’s continued practice under any license(s) which do not
                                         terminate pursuant to this Article 16, and may retain the Confidential Information solely
                                         for the purpose of ensuring its compliance with this Agreement and Applicable Law by
                                         electronic files created in the ordinary course of business during automatic system back-up
                                         procedures pursuant to its electronic record retention and destruction practices that
                                         apply to its own general electronic files and information so long as such electronic
                                         files are (A) maintained only on centralized storage servers (and not on personal computers
                                         or devices), (B) not accessible by any of its personnel (other than its information technology
                                         specialists), and (C) are not otherwise accessed subsequently except with the written
                                         consent of the other Party or as required by law. Such retained copies of documents and
                                         Confidential Information shall remain subject to the confidentiality and non-use obligations
                                         set forth in this Agreement;



 


		(iii)	each
                                         Party shall pay all amounts then due and owing as of the termination effective date;



 


		(iv)	at
                                         the request of CureVac, Genmab grants to CureVac a non-exclusive, royalty-free, perpetual
                                         and worldwide license [*****] under the Genmab
                                         Program Patent Rights required to Develop, Manufacture and/or Commercialize products
                                         containing one or more mRNA construct(s) that is/are designed to express an Antibody
                                         or Antibody Combination, as applicable, directed at the respective Collaboration Target(s)
                                         or Collaboration Target Combination(s) covered by the termination. For clarity, such
                                         unblocking license to Genmab Program Patent Rights shall only comprise rights to target
                                         class-related or target-related Genmab Inventions, including the examples of Inventions
                                         set out in Exhibit 11.3, Sections 2(b), 2(c), 2(d), 2(e), 2(f), 2(g) (solely to
                                         the extent referring to Sections 2(b), 2(c), 2(d), 2(e) or 2(f)), 2(h) (solely to the
                                         extent referring to Sections 2(b), 2(c), 2(d), 2(e) or 2(f) via Section 2(g)), 2(q),
                                         2(r), 2(u) and 2(v), and shall not include a license to any specific Antibody sequence(s),
                                         Program Antibody(-ies), Program Antibody Combination(s) or Products nor any rights in
                                         Genmab Background Technology; and



 


		(v)	at
                                         the request of CureVac, Genmab will enter into good faith discussions with CureVac regarding
                                         the possibility of [*****]. For avoidance of doubt, neither
                                         Party shall have any obligation to enter into any agreement regarding [*****] comprised by the termination.



 






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		16.3	Effect
                                         of Expiration or Termination; Survival. Expiration or termination of this Agreement
                                         shall not relieve the Parties of any obligation accruing prior to such expiration or
                                         termination. Any expiration or termination of this Agreement shall be without prejudice
                                         to the rights of either Party against the other accrued or accruing under this Agreement
                                         prior to expiration or termination. The provisions of Articles 1, (to the extent required
                                         to give effect to other surviving provisions), 11, 12, 13 and 16 and Sections 2.5, 2.7,
                                         5.8, 14.1, 14.2, 14.3, 14.9, 14.10, 17.3, 17.4, 17.5, 17.7, 17.8, 17.11, 17.12, 17.13,
                                         17.14 and all other provisions contained in this Agreement that by their explicit terms
                                         or from which it is clear from the context survive expiration or termination of this
                                         Agreement, and any schedules contained in this Agreement to which reference is made in
                                         any surviving term, shall survive the expiration or termination of this Agreement. In
                                         the event of a termination of this Agreement with respect to only one of the Programs,
                                         and continuation of other Programs under this Agreement, the termination and consequences
                                         of termination provisions only apply to the terminated Program, and the Agreement will
                                         remain in full force and effect with respect to the continuing Programs.



 


		17.	GENERAL
                                         PROVISIONS.



 


		17.1	Assignment.
                                         This Agreement may not be assigned or otherwise transferred by either Party without
                                         the prior written consent of the other Party, which consent will not be unreasonably
                                         withheld, conditioned or delayed; provided, however, each of the Parties may,
                                         without such consent, but with notification, assign this Agreement and its rights and
                                         obligations hereunder to any of its Affiliates or in connection with the transfer or
                                         sale of all or substantially all of the portion of its business to which this Agreement
                                         relates or in the event of its merger or consolidation with a Third Party. Further, Genmab
                                         may, without such consent but with notification, assign its rights and obligations on
                                         a Program-by-Program basis to an Affiliate [*****]. Any permitted assignee will assume
                                         all obligations of its assignor under this Agreement in writing concurrent with the assignment.
                                         Any purported assignment in violation of this Section 17.1 will be void. Except as otherwise
                                         provided herein, this Agreement shall be binding upon and inure to the benefit of the
                                         Parties and their successors and permitted assignors under this Section 17.1.



 


		17.2	Force
                                         Majeure. If the performance of any part of this Agreement by either Party, or any
                                         obligation under this Agreement, is prevented, restricted, interfered with or delayed
                                         by reason of any cause beyond the reasonable control of the Party liable to perform,
                                         unless conclusive evidence to the contrary is provided, the Party so affected shall,
                                         upon giving written notice to the other Party, be excused from such performance to the
                                         extent of such prevention, restriction, interference or delay, provided that the affected
                                         Party shall use its Commercially Reasonable Efforts to avoid or remove such causes of
                                         non-performance and shall continue performance with the utmost dispatch whenever such
                                         causes are removed. When such circumstances arise and persist for a period of at least
                                         [*****], the Parties shall discuss what, if any, modification of the terms of this Agreement
                                         may be required in order to arrive at an equitable solution.



 






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		17.3	Notices.
                                         All notices which are required or permitted hereunder shall be in writing and sufficient
                                         if delivered personally, sent by e-mail, sent by internationally-recognized overnight
                                         courier or sent by registered or certified mail, postage prepaid, return receipt requested,
                                         addressed as follows:



 


		(i)	if
                                         to CureVac, addressed to:



 



		 	CureVac AG
	 	 	Attention:	Chief Executive Officer
	 	 	 	with copy to: General Counsel
	 	 	Address:	Paul-Ehrlich-Str. 15
	 	 	 	72076 Tübingen, Germany
	 	 	Email:	[*****]



 


		(ii)	if
                                         to Genmab, addressed to:



 


		 	Genmab
                                         A/S
	 	 	Attention: [*****]
	 	 	

                                         Email: [*****]
	 	 	 
	 	 	or
	 	 	 
	 	 	[*****]
	 	 	 
	 	 	or
	 	 	 
	 	 	[*****]



 


or to such other address(es)
as the Party to whom notice is to be given may have furnished to the other Party in writing in accordance herewith. Any such notice
shall be deemed to have been given: (a) when delivered if personally delivered or sent by e-mail on a Business Day (or if delivered
or sent on a non-business day, then on the next Business Day); (b) on the Business Day after dispatch if sent by nationally-recognized
overnight courier; or (c) on the [*****] Business Day following the date of mailing, if sent by mail.


 


		17.4	Governing
                                         Law. This Agreement and all disputes arising hereunder, shall be exclusively governed
                                         by, and interpreted and enforced in accordance with the laws of the Netherlands, without
                                         reference to its conflict of laws principles. The United Nations Convention of International
                                         Contracts on the Sale of Goods (the Vienna Convention) does not apply to this Agreement.



 






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		17.5	Dispute
                                         Resolution.



 


		17.5.1	Unless
                                         otherwise set forth in this Agreement, in the event of any dispute arising out of or
                                         in connection with this Agreement, including any alleged breach under this Agreement
                                         or any dispute relating to the validity, performance, construction or interpretation
                                         of this Agreement, the Parties shall refer such dispute to the CEO (or its C-level delegate)
                                         of CureVac and the CEO (or its C-level delegate) of Genmab. If the dispute has not been
                                         settled pursuant to the said rules within [*****] following the reference of the dispute
                                         to the senior management representatives of the Parties, either Party may submit the
                                         dispute to final and binding arbitration.



 


		17.5.2	Any
                                         dispute arising out of or in connection with this Agreement, including any issue relating
                                         to the validity, performance, construction or interpretation of this Agreement, which
                                         cannot be resolved amicably between the Parties after following the procedure set forth
                                         in Section 17.5.1, shall be submitted to and settled by arbitration in accordance with
                                         the NAI Arbitration Rules of the Netherlands Arbitration Institute (the “NAI”)
                                         in effect on the date of the commencement of the arbitration proceedings. The existence,
                                         nature and details of any such dispute(s), and all communications between the Parties
                                         related thereto, shall be considered Confidential Information of the Parties and shall
                                         be treated in accordance with the terms of Article 12 above. Any Confidential Information
                                         may be disclosed by either Party to counsel, experts or other advisors on the arbitration
                                         under obligations of confidentiality. The decision of the arbitrators shall be final
                                         and binding upon the Parties. The location of arbitration will be Amsterdam, the Netherlands.
                                         The arbitration will be heard and determined by [*****] arbitrator, who will be jointly
                                         selected by Genmab and CureVac. If, within [*****] following the date upon which a claim
                                         is received by the respondent, the Parties cannot agree on a mutually appointed arbitrator,
                                         the arbitration will be heard and determined by [*****] arbitrators, with [*****] arbitrator
                                         being appointed by each Party and the [*****] arbitrator being appointed by the NAI directly
                                         (without application of the list procedure of article 14 NAI Arbitration Rules). The
                                         language of the arbitration proceeding will be English. Notwithstanding the provisions
                                         of this Section 17.5.2, each Party shall have the right to seek interim injunctive relief
                                         in any court of competent jurisdiction as such Party deems necessary to preserve its
                                         rights and to protect its interests.



 


		17.6	Severability.
                                         If any provision of this Agreement is determined by any court or administrative tribunal
                                         of competent jurisdiction to be invalid or unenforceable, the Parties shall negotiate
                                         in good faith a replacement provision that is commercially equivalent, to the maximum
                                         extent permitted by Applicable Law, to such invalid or unenforceable provision. The invalidity
                                         or unenforceability of any provision of this Agreement shall not affect the validity
                                         or enforceability of the other provisions of this Agreement. Nor shall the invalidity
                                         or unenforceability of any provision of this Agreement in one country or jurisdiction
                                         affect the validity or enforceability of such provision in any other country or jurisdiction
                                         in which such provision would otherwise be valid or enforceable.



 


		17.7	Entire
                                         Agreement and Amendments. This Agreement, together with all Exhibits attached hereto,
                                         constitutes the entire agreement between the Parties regarding the subject matter hereof
                                         (including the Products), and supersedes all prior agreements, understandings and communications
                                         between the Parties, with respect to the subject matter hereof (including the Products),
                                         including the Confidentiality Agreements and Material Transfer Agreement. The foregoing
                                         may not be interpreted as a waiver of any remedies available to either Party as a result
                                         of any breach prior to the Effective Date, by the other Party of its obligations under
                                         the Confidentiality Agreements or Material Transfer Agreement. No modification or amendment
                                         of this Agreement shall be binding upon the Parties unless in writing and executed by
                                         the duly authorized representative of each of the Parties; this shall also apply to any
                                         change of this Section 17.7.



 






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		17.8	Waivers.
                                         The failure by either Party hereto to assert any of its rights hereunder, including
                                         the right to terminate this Agreement due to a breach or default by the other Party hereto,
                                         shall not be deemed to constitute a waiver by that Party of its right thereafter to enforce
                                         each and every provision of this Agreement in accordance with its terms.



 


		17.9	Counterparts.
                                         This Agreement may be executed in any number of counterparts, each of which shall
                                         be deemed an original but all of which together shall constitute one and the same instrument.



 


		17.10	Independent
                                         Contractors. The Parties are independent contractors and this Agreement shall not
                                         constitute or give rise to an employer-employee, agency, partnership or joint venture
                                         relationship among the Parties and each Party’s performance hereunder is that of
                                         a separate, independent entity.



 


		17.11	Language.
                                         This Agreement, and any amendments or modifications thereto, shall be executed in
                                         the English language. No translation, if any, of this Agreement into any other language
                                         shall be of any force or effect in the interpretation of this Agreement or in determination
                                         of the intent of either of the Parties hereto.



 


		17.12	Headings.
                                         The headings are placed herein merely as a matter of convenience and shall not affect
                                         the construction or interpretation of any of the provisions of this Agreement.



 


		17.13	Third
                                         Parties. None of the provisions of this Agreement shall be for the benefit of or
                                         enforceable by any Third Party which shall be a Third Party beneficiary to this Agreement.



 


		17.14	Costs.
                                         Except as is otherwise expressly set forth herein, each Party shall bear its own
                                         expenses in connection with the activities contemplated and performed hereunder.



 


— Signature page follows —


 






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In Witness Whereof, the Parties
have executed this Agreement to be effective as of the Effective Date.


 


	Signed on behalf of	 
	Genmab B.V.	 
	 	 
	/s/ Jan van de Winkel	 
	Signature of Authorized Officer	Jan van de Winkel
	Name of Authoirzed Officer (please print)	President & CEO
	Date Signed	19 December 2019
	 	 
	Signed on behalf of	 
	Genmab B.V.	 
	 	 
	/s/ David Eatwell	 
	Signature of Authorized Officer	David Eatwell
	Name of Authorized Officer (please print)	Executive Vice President
                                         & CFO
	Date Signed	19 December 2019
	 	 
	Signed on behalf of	 
	CureVac AG	 
	 	 
	Signature of Authorized Officer	 
	Name of Authorized Officer (please print)	 
	Date Signed	 
	 	 
	/s/ Franz-Werner Haas	 
	Signed on
behalf of	Franz-Werner Haas
	CureVac AG	Chief Operating Officer
	 	 
	Signature of Authorized Officer	 
	Name of Authorized Officer (please print)	 
	Date Signed	 
	 	 
	/s/ Daniel Menichella	 
	CEO, CureVac AG	Daniel Menichella
	 	CEO, CureVac AG



 






    98


     


    

 


Exhibit
1.13

Patent Rights licensed to BioNTech


 


[*****]


 









    99


     


    

  


Exhibit
1.54

CureVac Know How


 


[*****]





 






    100


     


    

 


Exhibit
1.59

CureVac Patent Rights


 


[*****]


 









    101


     


    

 


Exhibit
1.77

First Program Antibody


 


[*****]


 






    102


     


    

 



 


Exhibit
1.90

Genmab Know-How


 


[*****]
 






    103


     


    

 


Exhibit
1.111

LNP Technology


 


[*****]



 






    104


     


    

 


Exhibit
1.144

Other Technologies


 


[*****]


 






    105


     


    

 


Exhibit
3.2.2

Templates for clearance of proposed Research Program Antibody

and Research Program Antibody Combination


 


The Research Program Antibody and Research
Program Antibody Combination shall be described by providing available information in the following table:


 


	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 


 


The Research Program Antibody and Research
Program Antibody Combination shall be described by providing the following information for each Antibody:


 


		[*****]	






 






    106


     


    

 


Exhibit
5.1.1

FIRST PROGRAM RESEARCH PLAN


 


[*****]


 









    107


     


    









 


Exhibit 5.11

Approved Subcontractors


 


[*****]


 






    108


     


    

 



 Exhibit 6.2

Early Clinical Supply – Key Terms


 


[*****]


 






    109


     


    

 


Exhibit 10.6.2

Example of royalty calculations for Single Antibody Products


 


[*****]


 






    110


     


    

  


Exhibit 11.3

List of non-limiting examples of ownership of different types of potential Inventions


 


[*****]


 






    111


     


    

 


Exhibit 13.6

Press Release


 


Company Announcement


 


		·	Genmab
                                         and CureVac enter broad strategic partnership



 


		·	Companies
                                         to conduct joint research on first program; option for Genmab to initiate three additional
                                         programs during 5-year research term



 


		·	Genmab
                                         will provide CureVac with a USD 10 million upfront payment and make an equity investment
                                         in CureVac of 20 million euro



 


		·	CureVac
                                         eligible to receive milestones between USD 275 million and USD 368 million for each of
                                         the potential product candidates, depending on specific product concept



 


Copenhagen,
Denmark and Tübingen, Germany, xx, xxx, 2019 – Genmab A/S (Nasdaq: GMAB) and CureVac, AG announced today that Genmab
and CureVac have entered into a research collaboration and license agreement. This strategic partnership will focus
on the research and development of differentiated mRNA-based antibody products by combining CureVac’s mRNA technology and
know-how with Genmab’s proprietary antibody technologies and expertise.


 






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“As part of Genmab’s effort to
fundamentally transform cancer treatment we have once again entered into a collaboration that will further provide us with the
potential to lead innovation in the antibody space,” said Jan van de Winkel, Ph.D., Chief Executive Officer of Genmab. “CureVac’s
unique mRNA technology, which uses the body’s own ability to produce specific proteins from nucleic acid, combined with
Genmab’s world-class antibody expertise and robust proprietary technology platforms could create multiple novel options
for the treatment of patients with cancer.”


 


“We are delighted to partner with Genmab.
Through our agreement focused on mRNA encoding antibodies, we will continue to demonstrate the robustness of our mRNA technology,”
said Daniel L. Menichella, Chief Executive Officer of CureVac. “We believe that the collaboration with Genmab represents
the first antibody deal in the field of mRNA. It is our hope that the collaboration will be successful for patients, the two companies
and their shareholders.”


 


Under the terms of the agreement Genmab will
provide CureVac with a USD 10 million upfront payment. Genmab will also make a 20 million euro equity investment in CureVac. The
companies will collaborate on research to identify an initial product candidate and CureVac will contribute a portion of the overall
costs for the development of this product candidate, up to the time of an Investigational New Drug Application. Genmab would thereafter
be fully responsible for the development and commercialization of the potential product, in exchange for undisclosed milestones
and tiered royalties to CureVac. The agreement also includes three additional options for Genmab to obtain commercial licenses
to CureVac’s mRNA technology at pre-defined terms, exercisable within a five-year period. If Genmab exercises any of these
options, it would fund all research and would develop and commercialize any resulting product candidates with CureVac eligible
to receive between USD 275 million and USD 368 million in development, regulatory and commercial milestone payments for each product,
dependent on the specific product concept. In addition, CureVac is eligible to receive tiered royalties in the range from mid-single
digits up to low double digits per product. CureVac would retain an option to participate in development and/or commercialization
of one of the potential additional programs under pre-defined terms and conditions.


 


Today’s news does not impact Genmab’s
2019 Financial Guidance.


 


About Genmab


 


Genmab is a publicly traded, international
biotechnology company specializing in the creation and development of differentiated antibody therapeutics for the treatment of
cancer. Founded in 1999, the company has two approved antibodies, DARZALEX® (daratumumab) for the treatment of certain multiple
myeloma indications, and Arzerra® (ofatumumab) for the treatment of certain chronic lymphocytic leukemia indications. Daratumumab
is in clinical development for additional multiple myeloma indications, other blood cancers and amyloidosis. A subcutaneous formulation
of ofatumumab is in development for relapsing multiple sclerosis. Genmab also has a broad clinical and pre-clinical product pipeline.
Genmab’s technology base consists of validated and proprietary next generation antibody technologies - the DuoBody®
platform for generation of bispecific antibodies, the HexaBody® platform, which creates effector function enhanced antibodies,
the HexElect® platform, which combines two co-dependently acting HexaBody molecules to introduce selectivity while maximizing
therapeutic potency and the DuoHexaBody® platform, which enhances the potential potency of bispecific antibodies through hexamerization.
The company intends to leverage these technologies to create opportunities for full or co-ownership of future products. Genmab
has alliances with top tier pharmaceutical and biotechnology companies. Genmab is headquartered in Copenhagen, Denmark with core
sites in Utrecht, the Netherlands and Princeton, New Jersey, U.S.


  


About CureVac AG


 


CureVac is a leading clinical stage company
in the field of messenger RNA (mRNA) technology with more than 19 years’ expertise in developing and optimizing this versatile
molecule for medical purposes. The principle of CureVac’s proprietary technology is the use of mRNA as a data carrier to
instruct the human body to produce its own proteins capable of fighting a wide range of diseases. The company applies its technologies
for the development of cancer therapies, antibody therapies, the treatment of rare diseases, and prophylactic vaccines. CureVac
has received significant investments, amongst others from dievini Hopp BioTech holding and
the Bill & Melinda Gates Foundation. CureVac has also entered into collaborations with multinational corporations and organizations,
including Boehringer Ingelheim, Eli Lilly & Co, CRISPR Therapeutics, the Bill & Melinda Gates Foundation, and others.


 


For more information, please visit www.curevac.com
or follow us on Twitter at @CureVacAG.


 






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Forward Looking Statement for
Genmab


 


This Company Announcement contains forward
looking statements. The words “believe”, “expect”, “anticipate”, “intend” and
 “plan” and similar expressions identify forward looking statements. Actual results or performance may differ materially
from any future results or performance expressed or implied by such statements. The important factors that could cause our actual
results or performance to differ materially include, among others, risks associated with pre-clinical and clinical development
of products, uncertainties related to the outcome and conduct of clinical trials including unforeseen safety issues, uncertainties
related to product manufacturing, the lack of market acceptance of our products, our inability to manage growth, the competitive
environment in relation to our business area and markets, our inability to attract and retain suitably qualified personnel, the
unenforceability or lack of protection of our patents and proprietary rights, our relationships with affiliated entities, changes
and developments in technology which may render our products or technologies obsolete, and other factors. For a further discussion
of these risks, please refer to the risk management sections in Genmab’s most recent financial reports, which are available
on www.genmab.com and the risk factors included in Genmab’s final prospectus for our U.S. public
offering and listing and other filings with the U.S. Securities and Exchange Commission (SEC), which are available
at www.sec.gov. Genmab does not undertake any obligation to update or revise forward looking
statements in this Company Announcement nor to confirm such statements to reflect subsequent events or circumstances after
the date made or in relation to actual results, unless required by law.


 


Genmab A/S and/or its subsidiaries own the
following trademarks: Genmab®; the Y-shaped Genmab logo®; Genmab in combination with the Y-shaped Genmab logo®; HuMax®;
DuoBody®; DuoBody in combination with the DuoBody logo®; HexaBody®; HexaBody in combination with the HexaBody logo®;
DuoHexaBody®; HexElect®; and UniBody®. Arzerra® is a trademark of Novartis AG or its affiliates. DARZALEX®
is a trademark of Janssen Pharmaceutica NV.


 


Genmab Contacts:


Marisol Peron, Corporate Vice President,
Communications & Investor Relations

T: +1 609 524 0065; E: mmp@genmab.com


 


For Investor Relations:


Andrew Carlsen, Senior Director, Investor
Relations

T: +45 3377 9558; E: acn@genmab.com


 


CureVac Contact:


Thorsten Schüller, Director Communication

T: +49 7071 9883 -1577; E: Thorsten.Schueller@curevac.com


 






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Exhibit 14.4

Disclosure Letter


 


[*****]


 









    115