Exhibit 10.8


 





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.





 




	Definitive Agreement and Project Collaboration Plan for
 Assessment of RNA Vaccine Technology for Non-live Rotavirus Vaccines
 in Pre-clinical Models 




 


This Project Agreement (the “Agreement”)
is entered into by and between:


 


		(a)	Bill & Melinda Gates Foundation (the “Foundation”), an independent, privately-endowed charity; and



 


		(b)	CureVac GmbH (“CUREVAC”), a private, for-profit company having its business address at Paul-Ehrlich-Str.
15, 72076 Tübingen,



 


Each entity may be referred to individually as a “Party”
and together as the “Parties”.


 


This Agreement is effective as of May 15, 2014 (the “Effective
Date”) and will end on [*****] (the “End Date”).


 


WHEREAS,


 


		·	CUREVAC and the Foundation have entered into a Framework Agreement for Cooperation having an effective date of December 11
2013 (“Framework Agreement”);



 


		·	Under the Framework Agreement, CUREVAC and the Foundation agreed to cooperate to establish projects to pursue R&D of new
candidate vaccines in the preclinical and, if appropriate, clinical phases up to and including [*****] clinical trials, acting
at all times in accordance with all applicable laws, regulations and other legal standards;



 


		·	Article 2 of the Framework Agreement requires the Parties to establish a definitive binding agreement, which agreement will
reflect the intent of the Framework Agreement including such terms and conditions as may be agreed in good faith between the Parties;



 


		·	Moreover, that Article 2 states that once the Parties agree to pursue a given project, they will agree in writing on a project
plan (“Project Collaboration Plan”), including work to be undertaken, responsibilities, participation by other
parties, timelines and milestones, project management, contributions in-kind and funding requirements;



 


		·	This Agreement embodies the definitive binding agreement referred to in Article 2 of the Framework Agreement and contains,
in Appendix 1, a Project Collaboration Plan, also as referred to in that Article 2;



 


		·	The Parties contemplate that as and when the Parties agree to additional projects, such projects will be documented and agreed
in written and signed agreements. Such agreements may take the form, as applicable and agreed
by the Parties, of either (a) grant agreements, or (b) other agreements that to the extent appropriate and possible, retain the
text of the body of this Agreement to the fullest extent consistent with the work to be undertaken and necessary changes to the
Appendix1 to reflect the different work to be undertaken under such new projects.



 





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		1.	Project Collaboration Plan



 


1.1 During the term of this Agreement,
CUREVAC agrees to undertake activities as agreed in the Project Collaboration Plan contained in Appendix 1 (the “Activities”).
CUREVAC will perform the Activities described in the Project Collaboration Plan in accordance with the terms of the Project
Collaboration Plan and this Agreement. Unless Appendix 1 expressly provides otherwise, the terms in the body of this Agreement
will prevail over any conflicting terms contained in Appendix 1.


 


1.2 The Foundation will pay CUREVAC in
accordance with the terms of Appendix 1 and this Agreement. The Foundation will not be obligated to pay CUREVAC for work performed
or expenses incurred prior to the Effective Date of this Agreement.


 


		2.	Independent Contractor and Work Authorization



 


2.1 In performing the Activities, CUREVAC
will not represent itself as an employee or agent of the Foundation. CUREVAC has no authority to obligate the Foundation by contract
or otherwise. CUREVAC is not entitled to receive any employee benefits of the Foundation. Neither Party may include the name or
mark of the other Party in business cards, letterhead, or email signatures.


 


2.2 CUREVAC is fully responsible for securing
work authorization, as required, for all jurisdictions in which CUREVAC performs the Activities. CUREVAC’s failure to secure
required work authorization may result in the Foundation’s immediate termination of this Agreement, at the discretion of
the Foundation.


 


2.3 When requested, CUREVAC will provide
the Foundation with a copy of any required work authorization (e.g., Form I-9 for U.S. work).


 


		3.	Taxes



 


3.1 The Foundation will withhold and remit
applicable taxes due as a result of the Foundation providing funding for the Activities carried out by CUREVAC under this Agreement
(e.g., India Tax Deducted at Source and U.S. Internal Revenue Code §1441). CUREVAC is responsible for remitting all
other taxes related to: (a) the performance of the Activities or retailing of goods (e.g., business & occupation tax,
employment-related taxes, sales tax, country-specific service tax, and country-specific VAT); and (b) CUREVAC’s receipt of
payments under this Agreement (e.g., income tax). Upon request, CUREVAC will provide the Foundation documentation verifying
the remittance of such taxes. The Foundation will not withhold any amounts for employment-related taxes, but in certain circumstances
as required by applicable law, the Foundation may withhold income tax. If applicable, this withholding will be addressed in Appendix
1.


 






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3.2 CUREVAC will provide the Foundation
with the requisite tax documentation, as requested by the Foundation (e.g., Form W-9, Form W-8BEN).


 


4.     Subcontractors.
CUREVAC will not use subcontractors (“Subcontractor”) to perform any Activities without the Foundation’s
prior approval other than those Subcontractors specified in Appendix 1, to be updated according to the following process. Foundation
shall not unreasonably withhold approval for CUREVAC’ s use of Subcontractors, provided that CUREVAC provides the Foundation
with the name and contact information for each Subcontractor prior to its engagement and permits the Foundation reasonable time
so that it can conduct any required due diligence and conflict checks. Notwithstanding the forgoing, the Foundation reserves the
right to reject any Subcontractor as a result of Foundation’s due diligence or conflicts checks or due to a Subcontractor’s
inability or unwillingness to abide by the terms of this Agreement or any failure to comply with applicable laws, regulations or
rules. CUREVAC will be responsible to the Foundation for all acts and omissions of CUREVAC’s Subcontractors and their compliance
with the terms of this Agreement. CUREVAC will pay all Subcontractor fees and expenses directly.


 


5.     Security. To
the extent CUREVAC is permitted physical or electronic access to the Foundation’s facilities or systems, or is provided a
Foundation email address, CUREVAC will comply with all Foundation security, facility, IT, and other applicable policies and procedures,
as made available by the Foundation and updated from time to time, including but not limited to any policies on required background
screening.


 


		6.	Confidentiality and Publicity



 


6.1 “Confidential Information”
whether written, oral, or observed is defined as: (a) the terms and conditions of this Agreement and the Appendices; (b) Project
Materials as defined in Section 7 of this Agreement; (c) information relating to the Foundation’s strategy, finances, investments,
grant agreements, contracts, existing or prospective grantees, non-publicized or prospective grants, co-chairs, property, guests,
or internal events; and (d) any other information the Foundation or CUREVAC label or indicate should be treated as confidential
and/or proprietary. For the purposes of this Agreement this Section 6 substitutes in its entirety Article 6 of the Framework Agreement
on “Confidentiality” including, in particular, how Confidential Information is defined and treated in connection with
performance of the Activities described in the Project Collaboration Plan.


 


6.2 Each Party will use Confidential Information
disclosed by the other Party only to perform the Activities and, except as otherwise provided in this Agreement or the Appendices,
a Party receiving Confidential Information from a disclosing Party will not disclose such Confidential Information of the disclosing
Party to any third party without the disclosing Party’s prior written consent. A receiving Party may disclose Confidential
Information of a disclosing Party: (a) on a “need-to-know-basis” to its employees, board members, consultants, agents,
representatives, trustees, officers and Subcontractors performing the Activities under this Agreement, provided the employees,
board members, consultants, agents, representatives, trustees, officers and Subcontractors have agreed to comply with the requirements
of this Section; and (b) to the extent required by law, regulation, or court order, provided that, in such event, the receiving
Party provides the disclosing Party with as much advance notice as is feasible and permitted by law.


 






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The obligations of this Section will survive for a period of
[*****] following the expiration or termination of the Agreement.


 


6.3 The provisions of this Section will
not apply to information or material that: (a) is generally available as part of the public domain prior to disclosure by or on
behalf of a disclosing Party, or becomes so available through no fault of the receiving Party; (b) is developed independently by
the receiving Party or is received by a receiving Party from a third party (with no breach of any duty owed by the third party
to the disclosing Party) independent of performing the Activities, (c) is required to be disclosed under an applicable law, regulation
or court order; or (d) is agreed in writing by the Party owning or controlling such information or materials.


 


6.4 Neither Party may use the other Party’s
name or marks for any promotional purpose or otherwise, nor will it refer to this Agreement or its Appendices or use the other
Party’s name or marks in any publicly available materials, including any news release or public announcement, without the
other Party’s prior written consent. Notwithstanding the foregoing the Parties agree that either Party may use the name or
the mark of the other Party for stating the existing collaboration between the Parties based on this Agreement.


 


6.5 Each Party acknowledges that the other
Party will have no adequate remedy at law if the Party breaches the terms of this Section. In such event, the non-breaching Party
will have the right, in addition to any other available rights, to seek in any court of competent jurisdiction, injunctive or other
relief to restrain any breach or threatened breach of this Section.


 


6.6 The Parties agree that each Party may,
following the Effective Date, issue a press release describing this Agreement in general terms, provided that the content of any
such press release shall first be approved by the other Party; such approval shall not be unreasonably be withheld or delayed.


 


6.7 As provided in Section 9.5, the provisions of this
Section will remain in force after completion or termination of this Agreement and the Appendices.


 


		7.	Intellectual Property



 


7.1. For the purposes of this Section and
the Agreement as a whole, the following definitions apply:


 


		a.	“IPR” means any patent, registered design, copyright, database right, design right, topography right, trade
mark, service mark, application to register any of the aforementioned rights, trade secret, right in unpatented know-how, right
of confidence and any other intellectual or industrial property right of any nature whatsoever (including in inventions) in
any part of the world;



		b.	“Background IPR” means IPR owned by any of the Parties prior to the Effective Date or developed independently
of the Activities under this Agreement used for the Activities and CUREVAC Background IPR shall be construed accordingly and is
listed in Appendix 5;



		c.	“Project IPR” means IPR created in the course of the performance of the Activities.



 






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7.2. All Background IPRs disclosed or used
in the performance of the Activities by CUREVAC are and shall remain the exclusive property of CUREVAC (or where applicable the
third party from whom CUREVAC derives the right to use such IPRs).


 


7.3. Appendix 1 to this Agreement includes
a Global Access plan that describes the principles of Global Access undertaken by the Parties. To enable the appended Global Access
plan to be fully enabled, CUREVAC shall promptly disclose to the Foundation all materials, processes, techniques, works of authorship,
and data, (“Project Materials”) and Project IPRs created by CUREVAC, either alone or jointly with others, as
a direct result of performing the Activities. If Project Materials and/or Project IPRs (including inventions) are created by or
under the direction of one of the Parties to this Agreement during the course of the Activities that Party shall promptly make
a disclosure of such Project Materials and Project IPRs to the other Party and such disclosure shall, unless otherwise defined
in this Agreement, be the Confidential Information of the disclosing Party.


 


7.4. Unless agreed by both CUREVAC and
the Foundation to the contrary with any third party involved in the Activities, all Project Materials and Project IPRs created
during performance of the Activities shall belong to CUREVAC.


 


7.5. Any and all decisions relating to
the filing, prosecution and maintenance of patents that disclose and claim inventions that are Project IPRs, shall be at the discretion
of CUREVAC. The Foundation shall, however, during the course of this Agreement have the right to review and provide comments on
patent filing strategy - including whether Project IPR should be the subject of a patent application or should be dedicated to
the public domain - and all draft patent applications. The Foundation may provide such comments either directly or through a representative
of its choice and such comments shall be provided no later than [*****] after notification by CUREVAC and at its own expense. CUREVAC
shall reasonably take into consideration all the Foundation’s comments. All costs associated with the drafting, filing and
prosecution of patent applications directed to Project IPRs shall be borne by CUREVAC, provided that CUREVAC shall be under no
obligation to seek patent protection and/or maintain patents. If during this Agreement, CUREVAC determines not to continue to prosecute
and/or maintain patent protection for Project IPR, CUREVAC shall inform the Foundation and allow the Foundation not less than [*****]
to take over responsibility for the prosecution and maintenance of such applications and patents, in which case the responsibility,
costs related to the assignment of the Project IPR as well as any future costs and rights relating to the relevant inventions and
ownership thereof shall vest in the Foundation. In the event that the Foundation takes over the responsibility for such patent
applications and patents, CUREVAC shall retain a non-exclusive, sublicensable, world-wide, perpetual, fully paid-up, royalty-free
license for any and all purposes under Project IPRs disclosed and claimed therein.


 


	 	8.	Indemnification.



 


8.1 CUREVAC will indemnify, hold
harmless, and defend the Foundation and its trustees, officers, employees, representatives and agents from and against any
and all third party causes of action, claims, suits, legal proceedings, judgments, settlements, damages, penalties, losses,
liabilities and costs (including reasonable attorneys’ fees and costs) (each a “Claim”) arising out
of or caused by: (a) CUREVAC’s breach of this Agreement; (b) CUREVAC’s willful misconduct, or negligent act or
omission, (c) CUREVAC’s conduct of Activities; (d) CUREVAC’s violation of any applicable laws or regulations,
including failure to comply with any applicable taxing authority; (e) CUREVAC’s infringement, misappropriation, or
violation of the valid intellectual property rights of any third party; (f) any and all employment related claims whatsoever
made in connection with the performance of Activities under this Agreement and the Appendix 1; and (g) personal injury or
unemployment compensation Claims made by CUREVAC’s employees or any Subcontractors, notwithstanding any protections
CUREVAC might otherwise have under applicable workers’ compensation or unemployment insurance law The Foundation may,
at its own expense, employ separate counsel to monitor and participate in the defense of any Claim under this Section.


 






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8.2 In any case of liability according
to Section 8.1 and to any other provision of this Agreement CUREVAC will only be liable for willful conduct or gross negligence.
Under no circumstances CUREVAC shall be liable for punitive, incidental, consequential or indirect damages.


 


		9.	Term and Termination



 


9.1 This Agreement will commence on the
Effective Date and will remain in effect until terminated by either Party as provided in this Section.


 


9.2 Either Party may terminate the Agreement
(a) upon [*****] prior written notice, with or without cause; (b) if a Party fails to cure a material breach of the Agreement within
[*****] of written notice of such breach; (c) in the event that performance of the Activities infringes or otherwise violates the
intellectual property rights of any third party; or (d) as otherwise mutually agreed by the Parties.


 


9.3 CUREVAC will be entitled to compensation
(pursuant to the compensation terms stated in Appendix 1) for Activities performed or expenses incurred in compliance with this
Agreement through the effective date of termination. However, CUREVAC must use commercially reasonable efforts to stop performing
Activities or incurring expenses under this Agreement and its Appendix 1 as soon as possible after receiving notice of termination.
Within [*****] of the effective date of termination, CUREVAC will provide a final invoice reflecting any and all un-billed compensation
and expenses for Activities performed pursuant to the Appendix 1 through the effective date of termination. The Foundation’s
payment of CUREVAC’s final invoice will represent satisfaction in full of any and all fees, expenses, and other obligations
by the Foundation to CUREVAC with regard to the Activities performed pursuant to Appendix 1. CUREVAC will promptly refund to the
Foundation any payment made to CUREVAC and not applicable to initiated activities as of the effective date of termination. The
Foundation will incur no liability to CUREVAC or its subcontractors for damages of any kind resulting solely from terminating this
Agreement in accordance with its terms.


 


9.4 Upon the expiration or early termination
of this Agreement, if requested by the disclosing Party, the receiving Party will promptly return to the disclosing Party all Confidential
Information of the disclosing Party and copies of Project Materials (final or in process) specifically requested by the disclosing
Party provided however that such disclosed Confidential Information or Material belongs to the receiving Party and CUREVAC shall
be entitled to retain the original Project Materials.


 






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9.5 Sections 3, 4, 5, 6, 7, 8, 9, and 11-17
will survive the termination of this Agreement for any reason.


 


10.   Insurance. CUREVAC
will maintain (and upon request provide evidence of) insurance necessary to meet its liability obligations under this Agreement
and the Appendix 1, provided that the amounts of coverage will be no less than that specified in the commercial general liability
insurance held by CUREAVAC shortly before the Effective Date and as set out in Appendix 3; and (b) statutory workers’ compensation
in the amount required by law. CUREVAC will be solely responsible for the payment of all premiums and deductibles under any such
policy and will notify the Foundation of any material change in the type or the amount of coverage provided under each policy.


 


11.  Warranties.
CUREVAC warrants that: (a) the Activities will be performed faithfully, diligently, to the best of its ability and in a professional
and workmanlike manner; (b) the Activities will be performed in compliance with all applicable laws and regulations; (c) to the
best of its knowledge, the Project Materials and Activities provided by CureVac will not infringe, misappropriate or violate the
rights of any third party (CUREVAC notes that the disclosures in the attached Appendix 3 are or may be subject to third party disputes,
such Appendix 3 might be amended from time to time); (d) it has full power and authority to enter into this Agreement, and by signing
this Agreement, to bind CUREVAC and its affiliates, successors and assigns; and (e) that it has the right to perform the Activities
in accordance with this Agreement.


 


Each Party warrants that: (a) it will perform its obligations
under this Agreement in compliance with all applicable laws and regulations; (b) it has full power and authority to enter into
this Agreement, and by signing this Agreement, to bind itself, and its successors and assigns; and (c) entering into this Agreement
will not cause a breach of any of the its obligations towards any third party.


 


		12.	Anti-Corruption, Anti-Bribery and Terrorist Financing



 


12.1 Anti-Corruption and Anti-Bribery:
In connection with this Agreement, CUREVAC will ensure that no payments, gifts or other items of value have been or will be offered,
received, provided or authorized by or on behalf of CUREVAC to or from any individual in violation of the UK Bribery Act, the US
Foreign Corrupt Practices Act or any similar anti-bribery legislation applicable to this Agreement, the Parties, or the jurisdiction
in which the Activities are performed or business is transacted.


 


12.2 Terrorist Financing: CUREVAC will
not transact business with, or provide material support or resources directly or indirectly to, or permit Foundation payments to
be transferred directly or indirectly to any individual, corporation or other entity that the CUREVAC knows, or has reason to know,
supports, advocates, facilitates, or participates in any terrorist activity (including without limitation to any individual or
organization identified by the U.S. government as a Foreign Terrorist Organization, a Specially Designated Terrorist, or a Specially
Designated Global Terrorist).


 


12.3 In addition to other remedies
available under this Agreement, the Foundation may recover from CUREVAC the amount or value of any prohibited payment
described in Section 12.1 or 12.2, as well as the amount of any loss resulting from termination of this Agreement under
Section 9.2(b) for reason of any prohibited payment described in Section 12.1 or 12.2.


 






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13.   Affiliates.
With the exception of Activities performed by a Subcontractor in accordance with Section 4, all Activities performed under this
Agreement and Appendix 1 will be performed by CUREVAC or one of its affiliates. With respect to either Party, the term “affiliates”
means any entity or entities that directly or indirectly control, are controlled by, or are under the same control as such Party,
or any other entities that are formally part of CUREVAC’s affiliate network. Each affiliate has the authority to perform
Activities under this Agreement. CUREVAC and its affiliates will be governed in all respects by the terms of this Agreement and
the Appendix 1.


 


14.   Governing Law.
This Agreement will be governed and construed in accordance with the laws of the State of Washington, excluding that body of law
known as conflicts of law. Venue for all purposes under this Agreement will be in the state or federal courts located in Seattle,
Washington, U.S.A. and each Party hereby submits to the jurisdiction of those courts.


 


15.   Severability
and Non-Waiver. If any provision of this Agreement is held to be invalid or unenforceable to any extent, this Agreement will
continue in full force and effect and such provision will be amended to the least extent necessary to conform to applicable laws
and to accomplish the Parties’ intentions. No waiver of any provision of this Agreement will be effective unless it is in
writing and signed by both Parties, and no such waiver will result in the waiver of any other provision of this Agreement. Failure
of either Party at any time to enforce any of the provisions of this Agreement or Appendix 1 will not be construed as a waiver
of such provisions or in any way affect the validity of this Agreement Appendix 1 or parts thereof.


 


16.   Notices.
Any notice under this Agreement (including Appendix 1) must be in writing and will be deemed delivered: (a) three days after being
mailed by certified mail; (b) one day after delivery by one-day courier to the other Party at the address set forth above, or at
such other address as may be notified in writing by the other Party from time to time; or (c) upon transmission by email or facsimile,
if the receiving Party confirms receipt in writing.


 


17.   Entire Agreement;
Amendments; Assignment. This Agreement is the Parties’ final, exclusive and complete understanding and agreement, and
supersedes all prior and contemporaneous understandings and agreements relating to the subject matter of this Agreement. This Agreement
may be amended only by a subsequent written instrument signed by both Parties other than the Framework Agreement.


 


Subject to the other terms of this Agreement, neither Party
shall have the right to assign any of its rights or obligations under this Agreement without the prior written consent of the other
Party, such written authorization not to be unreasonably withheld or delayed; provided, however, that the prior written authorization
of the Foundation shall not be required for CUREVAC to assign any of its rights, or delegate the performance of any of its obligations
hereunder to an affiliate or to a third party which acquires all or substantially all of the assets related to this Agreement.
Any permitted assignment hereunder by either Party pursuant to this Section 17 shall not relieve such Party of any of its obligations
under this Agreement. Subject to the foregoing, this Agreement will bind and benefit the successors and assigns of the Parties.


 






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18.   Counterparts;
Original. This Agreement, including Appendix 1 or amendments, may be executed in counterparts which, when taken together, will
constitute one Agreement. Copies of this Agreement will be equally binding as originals and faxed or scanned and emailed counterpart
signatures will be sufficient to evidence execution, though the Foundation or CUREVAC may require the other Party to deliver original
signed documents.


 


19.   Headings. The
headings of this Agreement are intended solely for convenience and will not be deemed to constitute part of this Agreement or to
affect the construction or interpretation hereof.


 


20.   Shipping &
Handling. CUREVAC will comply with all laws, rules and regulations in interstate or foreign commerce regarding the use, exporting,
shipping and handling and disposal of samples, materials, and/or biologics.


 


21.   Management of
the Project. CUREVAC acknowledges and agrees that the Foundation’s activities in connection with this project, including
its review of any study design, documents and plans and providing feedback and input, do not modify CUREVAC’s obligation
to obtain all applicable legal, regulatory and ethical approval for the activities being conducted. Any potential product CUREVAC
is seeking to develop and all related activities are CUREVAC’s responsibility, regardless of any input or feedback provided
by the Foundation. Under this Agreement, at no point will CUREVAC use any of the Project Materials in humans or in clinical studies
or trials.


 


		22.	Use of Animals in Research.



 


22.1 CUREVAC will be responsible for the
humane care and treatment of animals under this Agreement and to adhere to the official guidelines for animal research applicable
in the country and locality where the trial is being conducted. CUREVAC may not commence studies involving animals
until all requisite approvals are in place and notification to that effect has been provided to the Foundation. For purposes of
this provision, an “animal” is defined as any live, vertebrate animal used or intended for use in research, research
training, experimentation, biological testing or for related purposes. In the case of multi-national collaborations, the standards
of each country may be followed, as long as (a) differences do not interfere with the design and analysis of the Activities and
(b) regulations in CUREVAC and the host country do not conflict with the management of the Activities.


 


22.2 CUREVAC agrees to take responsibility
for compliance of all Subcontractors (if any) with the appropriate animal welfare laws, rules and regulations. CUREVAC must report
annually as a part of its progress report that the activities are being conducted in accordance with applicable laws in each respective
venue (e.g., U.S. entities must use the U.S. Public Health Service standards. Non-U.S. entities may
cite national laws or the CIOMS International Guiding Principles for Biomedical Research Involving Animals (see www.cioms.ch/publications/‌guidelines
frame guidelines.htm) if there is no relevant national standard.


 


23.   Coverage
for All Sites. CUREVAC agrees that for each venue in which any part of the Activities is conducted (either by CUREVAC or
a Subcontractor) all legal and regulatory approvals for the activities being conducted will be obtained in advance of
commencing the regulated activity. CUREVAC further specifically agrees that it will not enroll human subjects
under this Agreement.


 






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24.   Regulated Research.
The coverage requirements set forth in the preceding paragraph include but are not limited to regulations relating to: research
involving human subjects; clinical trials, including management of data confidentiality; research involving animals; research using
substances or organisms classified as Select Agents by the U.S. Government; use or release of genetically modified organisms; research
use of recombinant DNA; and/or use of any organism, substance or material considered to be a biohazard, including adherence to
all applicable standards for transport of specimens, both locally and internationally, as appropriate. As applicable, regulated
activities and their documentation are to be conducted under the applicable international, national, and local standards. Documentation
of research results should be consistent with regulations and the need to establish corroborated dates of invention and reduction
to practice with respect to inventions where this is relevant.


 


25.   Institutional
Review Board (IRB) and Other Ethical Committee Approval. CUREVAC agrees to obtain the review and approval of all final protocols
by the appropriate Institutional Animal Care and Use Committee (or equivalent competent institution) approval of studies involving
animals, and Institutional Biosafety Committee for biohazards and recombinant DNA. CUREVAC agrees to provide prompt notice to the
Foundation if the facts and circumstances change regarding the approval status of such committees for any final protocol(s).


 


The Parties agree to the terms of this Agreement.


 


	CUREVAC	 	Bill & Melinda Gates Foundation
	 	 	 
	Signature	/s/ Dr. Ingmar Hoerr	 	Signature	/s/ Chris Wilson
	Name	Dr. Ingmar Hoerr	 	Name	Chris Wilson
	Title	Chief Executive Office	 	Title	Director, Discovery & Tran Sciences


 






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APPENDIX 1


 


Project Collaboration
Plan

for

Assessment of RNA Vaccine Technology for Non-live Rotavirus Vaccines

in Pre-clinical Models



(Including Budget and Global Access Plan)


 


 


[*****]


 


	II.	Budget
                                         and Payment



 


		1.	Over All Cost Estimates



 


	Outcome	[*****]	[*****]	[*****]	Total
	[*****]	[*****]	[*****]	[*****]	[*****]
	[*****]	[*****]	[*****]	[*****]	[*****]
	[*****]	[*****]	[*****]	[*****]	[*****]
	[*****]	[*****]	[*****]	[*****]	[*****]
	[*****]	[*****]	[*****]	[*****]	[*****]
	TOTAL	[*****]	[*****]	[*****]	$2,522,006


 


		a.	The overall estimates of costs for the activities planned under this Agreement are as
                                                                described in the budget previously provided covering both fees and expenses. The Parties agree to quarterly invoicing and
                                                                payments based on an actual time and materials basis of both fees and expenses.



 


		b.	The Foundation and CUREVAC have agreed that the Foundation will fully fund the related costs
                                                                and shall reimburse CUREVAC accordingly.



 


		c.	Any material change in scope of work from what is described in this Appendix will be
                                                                evaluated as a potential amendment to this Agreement for its effect on time and budget estimates and then a joint decision
                                                                will be made by the Parties as to whether to incorporate the Amendment and how to manage the associated expenses.



 






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		2.	Reimbursement by Foundation and Invoicing by CUREVAC



 


		a.	The Foundation will fully reimburse CUREVAC for the cost for reasonable third-party expenses
                                                                included in the table above, previously approved by Foundation, that are actually incurred by CUREVAC in connection with the
                                                                activities contemplated under this Agreement. With each invoice, CUREVAC will provide: (a) a detailed itemized
                                                                listing of all expenses incurred under this Agreement; and (b) receipts for any individual expenses that exceed [*****].
                                                                CUREVAC may provide either an original or a copy of receipts. The receipt requirements do not apply to subcontractor
                                                                fees and expenses.



 


		b.	The Foundation will only reimburse expenses in accordance with Foundation ‘s Consultant
                                                                Travel and Expense Reimbursement Policy (the “Consultant Travel and Expense Reimbursement Policy”) located
                                                                at http://www.gatesfoundation.org/Documents/expense.pdf, as may be updated from time to time. The Foundation
                                                                will fully reimburse CUREVAC for travel (airfare, lodging, meals, and ground transportation).



 


		c.	In incurring expenses that will be submitted to the Foundation for reimbursement, CUREVAC
                                                                will have discretion and control over selection of providers, and such selection will be made independently of the
                                                                Foundation, except as otherwise provided in the Consultant Travel and Expense Reimbursement Policy.



 


		d.	CUREVAC will submit invoices to the Foundation for any amounts owing under this Agreement.
                                                                Each invoice will contain enough detail of expenses incurred by CUREVAC to enable the Foundation to determine the
                                                                accuracy of the amount(s) invoiced and include the contract number for this Agreement.



 


		e.	CUREVAC will deliver each invoice to the Foundation within [*****] of the period during which
                                                                the expenses were incurred by CUREVAC or upon the execution of this Agreement at the discretion of CUREVAC. Upon completion
                                                                of activities under this Agreement, CUREVAC will identify the “final invoice” and will not invoice the
                                                                Foundation any further amounts unless the Parties execute an amendment to this Agreement. The Foundation’s
                                                                payment to CUREVAC of each properly-submitted invoice will be due [*****] after the Foundation receives that
                                                                invoice.



 


		f.	CUREVAC will maintain complete and accurate records to support all invoiced amounts,
                                                                including but not limited to those factors that comprise or affect direct and subcontracted labor hours, labor rates, and
                                                                expenses. Such records will be made available to the Foundation at a mutually agreed-upon location for the Foundation’s
                                                                examination and audit once every 12 months during reasonable business hours, upon thirty (30) days’ advance written
                                                                notice, from the Effective Date of this Agreement until eighteen (18) months after its expiration. CUREVAC will also
                                                                provide reasonable assistance to interpret such records if requested by the Foundation.



 


		g.	[*****].


 






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CONFIDENTIAL


 


	III.	Global Access
                                         Plan



 


		1.	CUREVAC and the Foundation agree
                                                               that the overarching goal of the projects under the Framework Agreement and this Agreement is to improve the processes and
                                                               technologies for the development, manufacture and delivery of CUREVAC vaccines and other products with the aim of
                                                               making them more available and more accessible in terms of cost, quantity, and quality to people most in need in the
                                                               Developing Countries. This is a critical aspect of the Global Access objective of the Foundation. A related aspect of
                                                               Global Access is to ensure that information and data resulting from activities under the Framework Agreement are
                                                               promptly and broadly disseminated without jeopardizing intellectual property protection to the. relevant scientific and
                                                               educational communities, since the Foundation’s and CUREVAC’s support may result in incremental technological
                                                               advancees, discoveries, data and information which could be critical to advancing the Foundation’s
                                                               charitable objectives.



 


		2.	The Foundation recognizes that intellectual property protection for the result of work connected
                                                               with or arising from the Framework Agreement and related projects could be important to realizing these Global Access
                                                               objectives in Developing Countries[1],
                                                               whilst promoting sustainability of R&D and commercialization of CUREVAC’s vaccines or technologies in emerging
                                                               or developed economies. CUREVAC commits to manage Project IPR to best achieve these Global Access objectives in the
                                                               Developing Countries, through the sub licensing thereof or the supply of CUREVAC’s vaccines, adjuvants or other
                                                               products (at CUREVAC’s entire discretion).



 


		3.	In the event the success criteria for this Project have been met, the Parties will meet and
                                                               determine, in good faith, whether to take the resulting vaccine candidate(s) forward.



 


		4.	In the event that CUREVAC elects not to participate in further development and trials of the
                                                               resulting vaccine candidate(s) in accordance with the previous paragraph and the Foundation wishes to proceed, CUREVAC and
                                                               the Foundation will enter into good faith negotiations to conclude an agreement whereby the Foundation and one or more of its
                                                               partners or grantees reasonably agreed-to by CUREVAC will proceed with such development and trials. For the purpose of
                                                               clarity, nothing in this Agreement obligates CUREVAC to participate in or proceed with such development and trials even if
                                                               the success criteria for this Agreement have been met.



 





 


		5.	The negotiations contemplated in the previous paragraph will address any necessary licenses to
                                                               Background and Project IPR as well as access and permissions to use data generated by CUREVAC under this Agreement for the
                                                               purpose of enabling the Foundation and its partner(s) or grantee(s) to proceed with the development and trials.



 


[*****]


 





 



 





1
 “Developing Countries” means the countries that are eligible for GAVI support based on a Gross National Income
(GNI) per capita below or equal to US$ 1,520. These countries are identified at

http:///www._______________________________________ countries_eligible_for_support/.


 






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