Exhibit
10.7


 


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.


 


Global
Access Commitments Agreement


 


This
Global Access Commitments Agreement (including all appendices, exhibits and attachments hereto, the “Agreement”),
is entered into as of February 13, 2015 (“Effective Date”), by and between the Bill & Melinda Gates Foundation,
a Washington charitable trust that is a tax-exempt private foundation (the “Foundation”), and CureVac GmbH,
a German limited company, together with its Affiliates (“CureVac” or the “Company”), in
connection with the Foundation making a program-related investment in the Company by acquiring Series B Shares of the Company
issued from the Company as part of one or more capital increases (the “Shares”) (the acquisition of Shares
is referred to herein as the “Foundation Investment”). The Foundation Investment is subject to the terms and
conditions of the investment documents executed in connection with the closing (“Closing”), including, without
limitation, this Agreement, and the Investment and Shareholders’ Agreement (the “Shareholders’ Agreement”)
among the Company’s shareholders, dated February 13, 2015, and related documents, in each case as amended from time to time
(collectively, the “Investment Documents”). Capitalized terms not defined herein shall have the same meaning
as in the Investment Documents. The Foundation and Company are each referred to as a “Party” and collectively
as the “Parties”. In consideration of the Foundation making the Foundation Investment on the terms and conditions
in the Investment Documents, and for other good and valuable consideration, the undersigned hereby irrevocably agree as follows:


 


1.            Charitable
Purposes and Use of Funds


 


The
Foundation is making the Foundation Investment as a “program-related investment” within the meaning of Section 4944(c)
of the Code. The Foundation is committed to accelerating the development of lifesaving and low-cost vaccines and drugs to reduce
the burden of disease in Access Countries in furtherance of its mission to help all people lead healthy, productive lives. The
Foundation requires that the innovations, products and information developed with its funding be created and managed to ensure
 “Global Access” can be achieved, in particular that (i) knowledge gained using its funding be promptly and
broadly disseminated and (ii) the intended products developed with its funding and owned or Controlled by the Company be made
available and accessible at reasonable cost to people most in need in Access Countries. The Foundation’s primary purpose
in making the Foundation Investment is to further the accomplishment of the Foundation’s charitable purposes, including
securing Global Access rights to new, low-cost vaccines and drugs developed (in whole or in part) through the use of the Company’s
Platform Technology and for certain selected Target Diseases and Conditions (collectively, the “Charitable Purpose”).
In furtherance of the Charitable Purpose, the Foundation’s investment in the Company will secure the Global Access Commitments
set forth below.


 


The
Company agrees to use the funds from the Foundation Investment solely (a) to fund the Company’s new manufacturing facility
which is planned to have the capacity to produce at least [*****] doses which inter alia can be used to manufacture vaccines and
drugs in support of the Foundation’s Charitable Purpose, and which is described in Appendix 1 (“New Facility”)
and/or (b) to continue development of the Company’s Platform Technology and use of the Platform Technology to advance drug
and vaccine candidates in support of the Foundation’s Charitable Purpose.


 






     


     


    

 


2.            Certain
Definitions


 


The
following terms shall have the following meanings:


 


(a)           “Access
Countries” means the countries (each an “Access Country”) on the World Bank list of low-income and
lower middle-income economies (http://www.worldbank.org/data/countryclass/classgroups.htm) on the Effective Date, which
are set forth on Appendix 2. If after the Effective Date a country which was an Access Country on the Effective Date (i) is removed
from such list and (ii) if such country becomes part of the European Union or is subject to another treaty with other non-Access
Countries which leads to a material increase of the risk of parallel imports, the Parties will cooperate in good faith to reasonably
reduce the risk of parallel imports and if it is not possible to reduce the risk to a degree that is acceptable to both Parties,
such country will be removed from the list of Access Countries for purposes of this Agreement.


 


(b)           “Access
Country Doses” means vaccines and drugs the Company has developed using funds from the Foundation or Foundation-supported
Entities in connection with Projects and that are intended for use in the Access Countries (including, without limitation, vaccines
and drugs for use in clinical trials).


 


(c)           “Affiliate”
means, as to any Person, any other Person that directly or indirectly controls, or is under common control with or is controlled
by such Person, provided, however, that regarding CureVac, Affiliate shall not include Mr. Hopp and Dievini Hopp biotech holding
GmbH & Co. KG and/or any other companies controlled by Mr. Hopp and/or Dievini Hopp biotech holding GmbH & Co. KG.


 


(d)           “Change
in Control” means (i) the acquisition after the date of this Agreement, directly or indirectly, by any Person or group
(within the meaning of Section 13(d)(3) of the Exchange Act) of the beneficial ownership of securities of the Company possessing
more than 50% of the total combined voting power of all outstanding voting securities of the Company; (ii) a merger, consolidation
or other similar transaction involving the Company, except for a transaction in which the holders of the outstanding voting securities
of the Company immediately prior to such merger, consolidation or other transaction hold, in the aggregate, securities possessing
more than 50% of the total combined voting power of all outstanding voting securities of the surviving entity immediately after
such merger, consolidation or other transaction; or (c) the sale, transfer, license or other disposition (in one transaction or
a series of related transactions) of all or substantially all of the assets of the Company.


 


(e)       
    “Charitable Purpose”
has the meaning given in Section 1.


 


(f)            “Charitability
Default” means any event in which Company:


 


(i)       commits
a material breach of the Global Access Commitments;


 


(ii)      fails
to comply with the restrictions on the use of funds set forth in this Agreement; or


 


(iii)     fails
to comply with the U.S. tax code-related obligations set forth in Sections 9, 11 and 13 below.


 


(g)           “Claim”
has the meaning set forth in Section 6.


 






    	 	2	 



     


    

 


(h)           “Code”
means the Internal Revenue Code of 1986, as amended, and the regulations thereunder.


 


(i)            “COGS”
means [*****]. In the event the Company and the Foundation are unable to agree on the COGS amount for a Product within [*****],
then the determination of COGS will be made by an independent internationally recognized accounting firm mutually acceptable to
the Company and the Foundation that does not provide accounting services to the Company or the Foundation and that has expertise
in calculating COGS for a pharmaceutical product.


 


(j)            “COGS
Methodology Handbook” means the methodology described in the “COGS Principles & Assessment Methodology Handbook”
and the “COGS Handbook Appendix A Template Tables” attached at Appendix 3.


 


(k)           “Commitment
Period” means the period from the Effective Date until the date on which all funds received from the Foundation pursuant
to the Investment Agreements have been expended in accordance with the terms of this Agreement.


 


(l)            “Competitor”
means a company engaged in the development of RNA vaccines and/or drugs.


 


(m)          “Control”
means with respect to the subject item, the possession (whether by ownership or license) by a Party of the ability to grant to
the other Party access or a license as provided herein under such item or right without violating the terms of any agreement or
other arrangements with any third party.


 


(n)           “Cure
Period” has the meaning set forth in Section 8(a).


 


(o)           “Developed
Country” means any country that is not an Access Country (collectively, the “Developed Countries”).


 


(p)           “Dispute”
has the meaning set forth in Section 4.


 


(q)           “Exchange
Act” means the Securities Exchange Act of 1934, as amended (and any successor thereto) and the rules and regulations
promulgated thereunder.


 


(r)           “Existing
Agreements” means the collaboration agreements between the Company and third parties as such agreements exist on the
Effective Date, which are listed on Appendix 4.


 






    	 	3	 



     


    

 


(s)           “Foundation-supported
Entity” means an entity that receives funding, directly or indirectly, from the Foundation, collaborates with the Foundation,
or both, for the purpose of accomplishing the Foundation’s charitable objectives. For the avoidance of doubt, the Company
will not be required to collaborate with and/or provide confidential information or rights to a Foundation-supported Entity that
is a Competitor of the Company unless the Company determines to its reasonable satisfaction that such information is or rights
are, as the case may be, protected by an appropriate confidentiality agreement and such information or rights will only be used
by the Foundation-supported Entity in connection with and solely for achieving the Charitable Purpose.


 


(t)            “Funded
Developments” means products, services, processes, technologies, materials, software, data, other innovations, and intellectual
property developed using funds from the Foundation in connection with any Project.


 


(u)           “GAAP”
means Generally Accepted Accounting Principles in the United States.


 


(v)           “Global
Access” has the meaning set forth in Section 1.


 


(w)          “Global
Access Commitments” has the meaning set forth in Section 3.


 


(x)           “Global
Access License” has the meaning set forth in Section 3(d).


 


(y)           “Indemnitees”
has the meaning set forth in Section 6.


 


(z)           “Listed
Person” has the meaning set forth in Section 155.


 


(aa)         “New
Facility” has the meaning given in Section 1.


 


(bb)         “Option
Agreement” means the agreement between the Company and [*****], which is listed in Appendix 4, as such agreement existed
on the Effective Date.


 


(cc)         “Person”
means any individual, partnership, corporation, limited liability company, association, trust, joint venture, unincorporated organization
or other legal entity.


 


(dd)         “Platform
Technology” means the Company’s technology for development of prophylactic and therapeutic mRNA vaccines and drugs
against infectious diseases and vaccine adjuvants, comprised of long, non-coding RNA molecules and formulation/delivery technology
necessary to develop the mRNA vaccines and drugs. For the avoidance of doubt, the intent of the Parties is that development activities
will include the full process from pre-clinical development to delivery of Product.


 


(ee)         “Product”
means any drug or vaccine that is developed pursuant to a Project.


 


(ff)          “Project”
has the meaning set forth in Section 3(a)(i).


 


(gg)        “Project
Commencement Period” means the period ending on the 10-year anniversary of this Agreement.


 


(hh)        “Target
Diseases and Conditions” means [*****].


 


(ii)          “Total
Manufacturing Capacity” means Company’s capacity in vials based on its ability over any time period to manufacture
and produce vaccines and/or drugs at its New Facility, which shall be forecasted and determined on a rolling quarterly basis.


 






    	 	4	 



     


    

 


(jj)          “Withdrawal
Rights” has the meaning set forth in Section 8(a).


 


3.             Global
Access Commitments


 


As
a condition to the Foundation making the Foundation Investment at the initial closing and committing to invest a subsequent tranche,
subject to the terms and conditions of the Investment Documents, and to ensure satisfaction of the Charitable Purpose, the Company
agrees to the following “Global Access Commitments”. Unless the Parties and [*****] agree otherwise, if the
Parties would agree on a Project which relates to an [*****] non-exclusive pathogen under the Option Agreement, the Global Access
Commitments hereunder would be subject to the rights granted to [*****] under the Option Agreement.


 


(a)            Vaccine
and Drug Development Projects.


 


(i)       The
Company will work together with the Foundation on all stages of vaccine and drug development and commercialization for Target
Diseases and Conditions. Each Project will be documented in a definitive agreement between the Foundation or a Foundation-supported
Entity which Project is chosen by the Foundation and approved by the Company (such approval not to be unreasonably withheld or
delayed) for such Project and the Company and a project plan (each a “Project”), which may include work to
be undertaken, responsibilities, participation by other parties, timelines and milestones, project management, contributions in-kind
and funding requirements, a product development and marketing plan, product registration in the Access Countries, any additional
global access commitments specific to the Project, terms for manufacturing and commercialization of Access Country Doses and the
price for Access Country Doses, which must be an affordable price for sales for use in the Access Countries that the Parties agree
will not exceed [*****]. The Company will permit the Foundation or a representative designated by the Foundation to reasonably
inspect twice every [*****] during regular business hours and at the Foundation’s cost the Company’s books and records
as well as manufacturing documentation (including but not limited to the detailed bill of materials) for the purpose of determining
cost of goods sold for each Product.


 


(ii)       The
Foundation - and the Company, under the conditions set forth below - will contribute in kind or through funding to agreed-upon
Projects. The specific level and allocation of funding responsibilities for a specific Project will be decided on a Project-by-Project
basis as mutually agreed in good faith in writing by the Parties based on a fair allocation of the expected benefits. For the
avoidance of doubt, if a Project serves solely the Foundation’s charitable purposes, the expectation of the Parties is that
the Foundation will fully fund the direct costs associated with such specific Project. The Company agrees that as part of the
Global Access Commitments, it will accept and work on three Projects proposed by the Foundation at a time, subject to the Foundation
or a Foundation-supported Entity selected by the Foundation and approved by the Company (such approval not to be unreasonably
withheld or delayed) for such Project agreeing to pay its proportionate share of the funding responsibilities associated with
such Projects. If the Company is working on three Foundation (or Foundation-supported Entity) Projects, then the Company will
not be required to commence work on a new Project until one of the three Projects has been completed, terminated or if the Parties
agreed to put a Project on hold in accordance with the terms of such Project; provided that the Company and the Foundation can
work on more than three Projects in parallel if they mutually agree to do so. A Project is deemed to be completed if, as set forth
in the respective project plan, no more work is to be performed on the Project by Company or its sublicensees, contractors or
other collaborators. Any Project which has been terminated or put on hold shall no longer be considered an active Project for
purposes of this Agreement. For the avoidance of doubt, there is no limitation on the number of Projects the Foundation can request
the Company to perform (subject to the requirement that the Company is not required to work on more than three Projects at a time);
provided that the Company is not obligated to accept an additional Project if the start of the proposed Project is scheduled to
be after the expiry of the Project Commencement Period, but if a Project is commenced prior to the end of the Project Commencement
Period, the Company will continue such Project to completion, even if this occurs after the end of the Project Commencement Period,
provided, however, that the Foundation has no right to request to increase the scope of work after the end of the Project Commencement
Period without the Company’s consent.


 






    	 	5	 



     


    

 


(iii)       Unless
provided otherwise in a specific Project Agreement (as defined below), the Parties agree that any results, information, invention,
patent right and other intellectual property right and any know how generated by or on behalf of the Company with respect to the
Platform Technology and/or the Funded Developments shall be owned by the Company and the Company shall be responsible, in its
sole discretion, to file, prosecute, maintain and defend such intellectual property rights.


 


(iv)       The
Company further agrees that it will not reject any Projects proposed by the Foundation unless the Company can demonstrate that
accepting such Project would be reasonably likely to have a material adverse effect on the Company (“Good Reason”).
By way of example, the Company agrees that it will not constitute Good Reason for the Company to reject a Project because the
Company could make a higher profit by performing other work, but the Company will not be required to accept a Project on terms
that would cause the Company to operate at a loss without any offsetting benefit.


 


(b)           Access
to Project Data and Information. Subject to Existing Agreements, the Company will [*****] to:


 


(i)       Publish
the results and information developed in connection with each Project within a reasonable period of time after such information
or results are obtained in a manner that satisfies the requirement that such research be published in a form that is “available
to the interested public” as described in Treasury Regulation 1.501(c)(3)-1(d)(5)(iii)(c)(2), which could include publication
in a treatise, thesis, trade publication or a scientific journal, the presentation of a paper at a research conference or symposium
and electronic publication, with due regard to delays or limitations on content of such publications that are necessary or useful
(i) to protect the Company’s intellectual property, trade secrets and confidential information covering, inter alia, the
Platform Technology itself and/or (ii) to allow the Company to obtain any intellectual property rights based on the results and
information developed in connection with each Project.


 


(ii)       Promptly
provide to the Foundation from time to time, upon the Foundation’s request and with the agreement of the relevant Foundation-supported
Entity (as appropriate), access to data and information regarding each Project, subject to the conclusion of a confidential disclosure
agreement among the Foundation, the Company and, as necessary and appropriate and only upon the Company’s prior written
consent (not to be unreasonably withheld or delayed) the relevant Foundation-supported Entity.


 


(iii)       Promptly
provide to the Foundation from time to time, upon the Foundation’s request, rights to share data and information developed
in connection with each Project, with due regard to the need to protect confidential information and to avoid untimely public
disclosures that may bar access to patent protection or public disclosures that may undermine trade secret protection.


 


(c)           Manufacture
of Access Country Doses. The Company agrees to manufacture Access Country Doses in an amount based on a rolling forecast provided
by the Foundation to the Company of expected demand for Access Country Doses up to a maximum of [*****] of its New Facility Total
Manufacturing Capacity (or the reasonable equivalent thereof in the event the New Facility is combined with or replaced by other
manufacturing facilities, including, without limitation, as a result of a Change in Control). For such purpose, the Foundation
will provide the Company with at least [*****] prior notice before it is required to begin manufacturing Access Country Doses.
Unless and until such notice has been given by the Foundation, the Company will have the right to allocate 100% of its New Facility
Total Manufacturing Capacity at the Company’s discretion. For the avoidance of doubt, the Company will not be required to
manufacture vaccines and drugs that have been developed by third parties (other than Foundation-supported Entities participating
in any Project as provided above) unrelated to the Company using funds received from the Foundation.


 






    	 	6	 



     


    

 


(d)           Non-exclusive
License. Subject to the Existing Agreements, in connection with and relating solely to each Project the Company will grant
the Foundation a worldwide, non-exclusive, perpetual, irrevocable, fully-paid up, royalty-free license to the Funded Developments
and the background intellectual property Controlled by the Company that is covering the Platform Technology to the extent reasonably
required to use, research, develop, make, sell, and offer-for-sale the Funded Developments for the specific Project, including
the Products developed under such Project (the “Global Access License”), but any development, manufacture,
sale, offer-for-sale, importation or distribution of products is limited to importation into and distribution to people in Access
Countries in a manner consistent with the Foundation’s charitable purpose; provided that the Global Access License will
only come into force (condition precedent) in the event of the Company’s insolvency, dissolution or an uncured Charitability
Default (Section 8(a) shall apply accordingly). The Global Access License is sublicensable to (i) Foundation-supported Entities,
(ii) to CROs and CMOs acting on behalf of the Foundation or the Foundation-supported Entities or (iii) to third party licensees
of the Company who have entered into a collaboration and license or asset transfer agreement with the Company with respect to
a pathogen covered under a Project, provided, however, that if such third party licensee refuses to enter into a sublicense agreement
with the Foundation in spite of a good faith approach of the Foundation to conclude such sublicense agreement, the Foundation
may grant a sublicense to any other third party. Any agreement to be concluded in the future under the Existing Agreements will
have to respect and cannot limit or restrict the Global Access Commitments.


 


(i)       The
Company agrees to take such further actions, including technology transfer, as would be typical industry practice at the time
for a company providing a license to a third party, to ensure that the Foundation (or its potential permitted sub-licensee) can
effectively take advantage of the Global Access License if a triggering event occurs. Without limiting the foregoing, in connection
with any Global Access License hereunder, the Company will take any actions reasonably necessary to grant the Foundation a license
or sub-license to any third-party intellectual property applicable to the Platform Technology or the Funded Developments that
is necessary to enable the Foundation to effectively take advantage of the Global Access License for the selected Projects.


 


(ii)       Subject
to the Existing Agreements, the Company shall permit the Foundation (or its sublicensees) the right to access and cross-reference
any applicable IND, BLA or regulatory file Controlled by Company and relating to any Projects and shall, upon request, provide
an electronic copy of each such file.


 


(e)           The
Global Access Commitments will be ongoing and will continue for as long as the Foundation continues to pursue its charitable mission
except that the Company’s obligation to accept additional Projects (in lieu of abandoned Projects) will terminate upon expiry
of the Project Commencement Period.


 


(f)            The
Company will provide to the Foundation the reports regarding program-related investments and such other reports as may be agreed
upon between the Company and the Foundation and reasonable audit rights regarding the Company’s compliance with the use
of the Foundation’s funds and the Global Access Commitments.


 






    	 	7	 



     


    

 


(g)           Except
for rights granted in the Existing Agreements as of the Effective Date, the Company will not grant to a third party any rights
or enter into any arrangements or agreements that would limit or restrict the Foundation’s rights related to the Global
Access Commitments, including the Foundation’s right during the Project Commencement Period to enter into Projects with
the Company with respect to any Target Diseases and Conditions. For the avoidance of doubt, nothing in this Agreement prohibits
the Company from entering into an agreement with a third party with respect to the development, manufacture and commercialization
of a product for a Target Disease and Condition provided that such agreement does not limit or restrict the Company’s ability
to fulfill the Global Access Commitments, and the Foundation’s consent will not be required for such an agreement. In order
to confirm that CureVac’s agreements with third parties relating to any Target Disease and Condition do not limit or restrict
the Foundation’s rights, CureVac agrees that it will include language substantially similar to the following in such agreements:


 


The
Company and [third party] acknowledge that the Company and the Bill & Melinda Gates Foundation (the “Foundation”)
have entered into a Global Access Commitments Agreement (the “Global Access Agreement”) pursuant to which the Company
has agreed to work together with the Foundation on vaccine and drug development for certain Target Diseases and Conditions pursuant
to the terms of the Global Access Agreement and any subsequent agreements entered into by the Company with respect to a particular
project (each, a “Project Agreement”). The Company and [third party] agree that this [third party agreement] shall
be subject to the terms of the Global Access Agreement and in no way shall this [third party agreement] limit or restrict the
Foundation’s rights or the Company’s obligations pursuant to the Global Access Agreement or any existing Project Agreement.
The Company and [third party] agree that the Foundation is a third party beneficiary of this provision and will have the right
to enforce this provision in order to protect the Foundation’s rights pursuant to the Global Access Agreement and any applicable
Project Agreements. For the avoidance of doubt, unless otherwise agreed with the [third party], the Foundation has no claims to
the results generated and to the intellectual property rights and know how Controlled by [third party]; provided that nothing
in this [third party agreement] will limit or restrict the Global Access Commitments.


 


In
the event the Company collaborates with a third party with respect to any Target Disease and Condition that becomes the subject
matter of a Project hereunder, the Foundation and the Company will negotiate in good faith with such third party to attempt to
combine the development efforts and align the respective project plans; provided that if the Foundation and the third party cannot
reach agreement, the Foundation and the Company can proceed with such Project in accordance with the terms of this Agreement and
the applicable Project Agreement.


 


(h)           The
Company and BMGF will mutually use reasonable and diligent efforts to execute and cause [*****] to execute an amendment substantially
in the form attached hereto as Appendix 5, to the Option Agreement dated as of [*****] by and between the Company and [*****]
as soon as reasonably possible.


 


4.             Representations,
Warranties, Covenants of the Company


 


The
Company hereby represents, warrants and covenants to the Foundation:


 


(a)           Project
Diligence and Necessary Skill. The Company will use all reasonable
and diligent efforts to perform its obligations under a Project Agreement and to complete each Project and the Company has, and
will maintain, the necessary expertise, personnel, facilities and equipment to perform each Project and its obligations under
the Investment Documents.


 






    	 	8	 



     


    

 


(b)           Continuation
of Business. The Company will continue activity in those lines
of business or in comparable new lines of business that are necessary to complete the Projects and to fulfill the Global Access
Commitments for the Projects.


 


(c)           Compliance
with Applicable Laws & Regulations. The Company is in
compliance and will remain in compliance in all material respects with all applicable laws and regulations (including all laws
and regulations related to clinical trials, human health and safety, the protection of the environment, research, development
and manufacture of vaccines and drugs intended for human use) necessary to enable the Company to perform its obligations under
the Investment Documents and in connection with each Project, and as of the Effective Date the Company is not aware of any action
filed or commenced against the Company alleging any failure to comply. The Company is and will remain in compliance with all applicable
cGMPs, Good Clinical Practices, Good Laboratory Practices and Good Industry Practices. The Company is not aware of facts that
(with or without notice or lapse of time, or both) could reasonably be expected to result in the Company being in violation in
any material respect of any law materially applicable to the Company’s performance of its obligations under the Investment
Documents and in connection with each Project. The Company has in place and shall continue to maintain for the duration of its
obligations under this Agreement and each Project, a compliance program reasonably designed to identify, prevent, and address
any compliance issues.


 


(d)           Licenses
and Permits. The Company currently holds and will continue
to hold all necessary foreign, federal, state, local and other governmental licenses, approvals and permits necessary to perform
its obligations under the Investment Documents and in connection with each Project.


 


(e)           Records
Compliance. The Company will maintain, in accordance with
and for the period required under cGMPs and applicable laws, complete and adequate records of the Funded Development pertaining
to the methods, and the facilities, manufacture, procedures, testing and the like, related to each Project.


 


(f)            IP
Due Diligence. On the Effective Date, the Company has conducted
commercially reasonable due diligence with respect to the Project Agreements, including intellectual property and freedom to operate
analyses related to the Project Agreements. To the Company’s knowledge on the Effective Date it owns or possesses sufficient
legal rights to all trademarks, service marks, tradenames, copyrights, trade secrets, licenses, information and proprietary rights
and processes and all patents necessary for its current business without any conflict with, or infringement of, the rights of
others. On the Effective Date, the Company has not received any communications alleging that the Company has violated or, by conducting
its business, would violate any of the patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary
rights or processes of any other Person.


 


(g)           Product
Modification. In the event of any injunction or prohibition
against the Company’s manufacture, licensure, import, export, sale, offer-for-sale, distribution, or use of any Product
by reason of infringement of a patent, proprietary, or intellectual property right, or if in Company’s opinion any Product
is likely to become the subject of a claim of infringement of a patent, proprietary, or intellectual property right the Company
and the Foundation and/or the Foundation-supported Entity will, either: (a) procure (such as by licensing or otherwise) the right
to continue to make, have made, import, export, sell, offer-for-sale, distribute, and use such Product, or (b) replace or modify
such Product so it becomes non-infringing, but is equivalent or superior in terms of efficacy, quality and safety.


 


(h)           No
Disputes. The Company agrees to notify the Foundation of any
claims with regard to any third party intellectual property or disputes with a third party with regard to a Product which arise
during the term of this Agreement (including its commercialization, manufacture, sale, offer for sale, distribution, import, export
and use as contemplated by the applicable Project).


 






    	 	9	 



     


    

 


(i)            Disqualification
and Debarment. On the Effective Date, the Company, its employees
or contractors or agents are not and the Company will undertake reasonable efforts not to be, at the time of performance of any
activity contemplated by this Agreement or in connection with any Project, (a) disqualified or debarred by any Governmental Authority
for any purpose pursuant to applicable law or regulation or threatened with any such disqualification or debarment or (b) charged
or convicted for conduct relating to the development or approval of, or otherwise relating to the regulation of, any Product under
any applicable law or regulation.


 


(j)            Warranty.
Each Product is or will be manufactured by the Company (and/or its CMOs or partners) in conformity in all material respects with
all applicable requirements of a vaccine or drug for human use, including all express and implied warranties related thereto.


 


(k)           Company
is Sponsor. In no event shall the Foundation be a sponsor
of any trial, study, Product, registration, or marketing authorization or the like. Except as may be required by law, the Company
shall not include the Foundation on any document relating to the foregoing or in any communication with any governmental or regulatory
body without the express prior written consent of the Foundation. Any input, consultation, or communication to the Company by
the Foundation or any Foundation-supported Entity shall not diminish the foregoing.


 


(l)            Insurance.
The Company will maintain liability, property, casualty, flood, and other insurance coverage (including product liability, clinical
trial insurance) by such insurers and in such forms and amounts and against such risks as are generally consistent with the insurance
coverage maintained by similarly-situated companies in like industries, including to address any risks applicable to the Projects.


 


(m)          Compliance
with Confidentiality Obligations; No Infringement. The Company
shall perform its activities under this Agreement and in connection with each Project using reasonable efforts to prevent violation
of any of its confidentiality obligations to any third party and violation or infringement of any third party trade secrets, patent
rights or other intellectual property rights.


 


(n)           Full
Power. The Company has the full and unrestricted power and
authority to enter into this Agreement, to perform its activities under this Agreement and in connection with each Project, and
to disclose any information which it makes available to the Foundation under this Agreement or in connection with any Project.


 


5.             Representations,
Warranties, Covenants of the Foundation


 


The
Foundation hereby represents, warrants and covenants to the Company:


 


(a)           Full
Power. The Foundation has the full and unrestricted power
and authority to enter into this Agreement, to perform its activities under this Agreement and in connection with each Project,
and to disclose any information which it makes available to the Company under this Agreement or in connection with any Project.


 


(b)           Compliance
with Confidentiality Obligations; No Infringement. The Foundation
shall perform its activities under this Agreement and in connection with each Project using reasonable efforts to prevent violation
of any of its confidentiality obligations to any third party and violation or infringement of any third party trade secrets, patent
rights or other intellectual property rights.


 






    	 	10	 



     


    

 


(c)           Use
of Product in Access Countries Only. The Foundation acknowledges
that the Company intends to take reasonable and diligent efforts to ensure that the Products intended for use in the Access Countries
will be utilized in Access Countries only and to prevent parallel imports of such Products into non-Access Countries, which efforts
may include the Company placing an indication on the packaging of the Products that they are for use in Access Countries only
and are not to be exported into any other countries. If the Company reasonably believes that parallel imports of such Products
outside the Access Countries are occurring, the Company will notify the Foundation and the Parties will cooperate in good faith
to verify the circumstances and take such reasonable action as they mutually agree is necessary; provided that the Foundation
will not be responsible for the actions of any third party or any actions outside of its control. For the avoidance of doubt and
unless otherwise agreed, the Company is not required to arrange for the commercialization of Products in the Access Countries.


 


6.            Indemnification


 


The
Company will indemnify, hold harmless, and defend the Foundation and its co-chairs, trustees, directors, officers, employees,
agents, representatives, consultants and grantees (collectively, the “Indemnitees”) 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 relating
to: (a) negligence or wilful misconduct of the Company (including its officers, agents, employees, subgrantees, contractors or
subcontractors) in connection with any Project; (b) bodily injury, death or property damage caused by any Project or Product;
or (c) a material breach by the Company of any of its obligations, representations, warranties, or covenants under this Agreement
or a Project Agreement, except, in each of the foregoing cases, the Company will have no obligation to indemnify, defend, or hold
harmless the Foundation for any liability, loss, or expense to the extent resulting from the gross negligence or willful misconduct
on the part of the Foundation.


 


The
Company will have control over the defense and settlement of each Claim, with counsel of its own choosing; provided that the Company
conducts the defense actively and diligently at the sole cost and expense of the Company and provided further that the Company
will not enter into any settlement that adversely affects any Indemnitee without the applicable Indemnitee’s prior written
consent, such consent not to be unreasonably withheld or delayed. The Foundation will provide the Company, upon request and at
no charge, with reasonable cooperation in connection with the defense and settlement of the Claim. Subject to the Company’s
rights above to control the defense and settlement of Claims, the Foundation and any Indemnitee may, at its own expense, employ
separate counsel to monitor the defense of any Claim.


 


7.            Survival
of Rights


 


As
a condition of any acquisition of the Platform Technology or the Company’s manufacturing facilities directly, or through
a Change in Control, the Global Access Commitments described above will survive and be assumed by the acquirer to the extent required
to carry out the Global Access Commitments, and the Foundation shall have the right to review such provisions of the written agreement
with such third party that relate to the assumption of the Global Access Commitments to confirm that the Global Access Commitments
will survive and be assumed by the acquirer to the extent required to carry out the Global Access Commitments, and the Company
will not grant to a third-party any rights to, or enter into any arrangements with respect to, the Platform Technology or its
manufacturing facilities to the extent such rights or arrangements would prevent the Company (or any acquirer of the Platform
Technology or manufacturing facilities) from fulfilling the above stated Global Access Commitments.


 


In
order to confirm the Global Access Commitments will survive and be assumed by the acquirer, the Company will add language substantially
similar to the following to its acquisition agreements with third parties:


 






    	 	11	 



     


    

 


The
Company and [third party] acknowledge that the Company and the Bill & Melinda Gates Foundation (the “Foundation”)
have entered into a Global Access Commitments Agreement (the “Global Access Agreement”) pursuant to which the Company
has agreed to certain Global Access Commitments pursuant to the terms of the Global Access Agreement and subsequent agreements
entered into by the Company with respect to particular projects (each, a “Project Agreement”).


 


[Third
party] agrees that the Global Access Agreement will continue in full force and effect following consummation of the transactions
contemplated by this [acquisition agreement] and [third party] will ensure performance of the terms of the Global Access Agreement
and that in no way shall this [third party agreement] limit or restrict the Foundation’s rights or the Company’s obligations
pursuant to the Global Access Agreement or any existing Project Agreement. The Company and [third party] agree that the Foundation
is a third party beneficiary of this [third party agreement] with respect to the Global Access Commitments and will have the right
to enforce this provision in order to protect the Foundation’s rights pursuant to the Global Access Agreement and any applicable
Project Agreements.


 


8.             Withdrawal
Right, Termination for Good Cause


 


(a)       Charitability
Default. Each Party agrees that if it becomes aware of a Charitability
Default it will promptly notify the other Party, and the Company shall thereafter provide to the Foundation a proposed strategy
to remedy the Charitability Default, such strategy to be provided within [*****] of notification. Notwithstanding anything in
this Agreement to the contrary, the Foundation will not lose any rights or remedies solely as a result of a failure to notify
the Company after it becomes aware of a Charitability Default. In addition, the Company agrees to promptly notify the Foundation
of any facts and circumstances it becomes aware of which - in its reasonable opinion - could reasonably cause a Charitability
Default hereunder. If the Company fails to cure the Charitability Default within [*****] of notice of a Charitability Default
(provided that such [*****] period will be extended by an additional [*****] if at the end of the [*****] period the Company demonstrates
to the Foundation’s reasonable satisfaction that despite the Company’s reasonable and diligent efforts to cure the
Charitability Default during the initial cure period, additional time is necessary) (the “Cure Period”), then,
in addition to all other rights and remedies available at law or in equity, including the Global Access License set forth above
and all other applicable remedies in the Investment Documents, the Foundation will have the withdrawal rights (the “Withdrawal
Right”) set forth in the Shareholders’ Agreement.


 


(b)           Withdrawal
Right.


 


(i)       The
Company agrees that if for any reason the Withdrawal Right is removed from the Shareholders’ Agreement or the Shareholders’
Agreement is amended or terminated while this Agreement remains in effect, the terms of the Withdrawal Right will continue in
full force and effect as if contained in this Agreement.


 


(ii)       Notwithstanding
any exercise of the Withdrawal Right, the Foundation will continue to be entitled to enforce its rights under the Global Access
Commitments and in relation to any agreed Projects.


 


(iii)      Irrespective
of the Project Commencement Period, the Company has the right to terminate this Agreement without any survival of any provision
of this Agreement for good cause if the Foundation does not make an initial investment in the Company (by payment into the capital
reserves and the nominal capital of the Company) in the amount set forth in the definition of Financing Round I in the Shareholders’
Agreement (the “Initial Investment”) by [*****] and the default on payment of the Initial Investment is not
cured within [*****] after the Foundation receives a respective payment request from the Company.


 






    	 	12	 



     


    

 


9.             Required
Reporting


 


In
addition to any and all reports required to be delivered to the Foundation under the Investment Documents, the Company shall furnish,
or cause to be furnished, to the Foundation the following reports and certifications:


 


(a)           Within
[*****] after the end of the Company’s fiscal year during which the Foundation owns any shares of stock of the Company,
a certificate from the Company signed by an officer or director of the Company and substantially in the form attached to this
Agreement as Appendix 6, certifying that the requirements of the Foundation Investment were met during the immediately preceding
fiscal year, describing the use of the proceeds of the Foundation Investment and evaluating the Company’s development of
the Platform Technology and use of the Platform Technology to advance drug and vaccine candidates in support of the Foundation’s
Charitable Purpose, and progress on the New Facility, and the Projects including, specifically, information regarding progress
against the Global Access Commitments;


 


(b)           Within
[*****] after the end of the Company’s fiscal year during which the Foundation ceases to own any shares of stock of the
Company, a certificate from the Company signed by an officer or director of the Company and substantially in the form attached
to this Agreement as Appendix 7, certifying that the requirements of the Foundation Investment were met during the term of the
Foundation Investment, describing the use of proceeds of the Foundation Investment and evaluating the Company’s development
of the Platform Technology and use of the Platform Technology to advance drug and vaccine candidates in support of the Foundation’s
Charitable Purpose, and progress on the New Facility, and the Projects including, specifically, information regarding progress
against the Global Access Commitments;


 


For
the avoidance of doubt, if the Company has provided timely reports pursuant to Sections 9(a) and 9(b) that contain information
sufficient to enable the Foundation to discharge any expenditure responsibility of the Foundation, within the meaning of Sections
4945(d)(4) and 4945(h) of the Code, with respect to the Foundation Investment, the Company will not be liable for a Charitability
Default pursuant to Sections 9(a) or 9(b).


 


(c)           Any
other information respecting the operations, activities and financial condition of the Company as the Foundation may from time
to time request to discharge any expenditure responsibility of the Foundation, within the meaning of Sections 4945(d)(4) and 4945(h)
of the Code, with respect to the Foundation Investment, and to otherwise monitor the charitable benefits intended to be served
by the Foundation Investment (the Foundation will pay the reasonable costs associated with preparing such information at its request);


 


(d)           At
least [*****], full and complete financial reports of the type ordinarily required by commercial investors under similar circumstances;
and


 


(e)           During
the Project Commencement Period, within [*****] of the end of each calendar quarter, Company will (A) provide the Foundation with
written reports in form and detail reasonably satisfactory to the Foundation and confer with the Foundation (by teleconference
or in scheduled site visits as appropriate) regarding progress with respect to the Projects including information regarding progress
against the Global Access Commitments and (B) coordinate with the Foundation to determine reasonable times for the Foundation’s
representatives to make site visits to the Company’s facilities and to conduct any inspections with respect to the Projects.
Such site visits may be conducted in [*****] by a consultant selected by the Foundation and approved by the Company (such approval
not to be unreasonably withheld or delayed) who is subject to a confidentiality agreement that is reasonably acceptable to the
Company and the Foundation.


 






    	 	13	 



     


    

 


10.          Assignment
by Foundation


 


Notwithstanding
anything in this Agreement to the contrary, the Foundation will have the right to assign this Agreement to (a) any successor charitable
organization of the Foundation from time to time that is a tax-exempt organization as described in Section 50l(c)(3) of the Code,
or (b) any tax-exempt organization as described in Section 50l(c)(3) of the Code controlled by one or more trustees of the Foundation.
The Foundation will notify the Company of any such assignment, including the identity of the assignee, in a timely manner. For
the avoidance of doubt, if the Foundation transfers the Shares as permitted by this section, the Foundation may assign to any
such transferee all of its rights attached to such Shares, including the Withdrawal Right.


 


11.          Access
to Records


 


The
Company shall maintain books and records adequate to provide information ordinarily required by commercial investors under similar
circumstances. The Company shall provide the Foundation or its designee(s) access at reasonable times to such books and records
pertaining to the period during which the Foundation owned any shares of stock of the Company and continuing for a period of [*****]
after the later of: (a) the date on which the Foundation no longer owns any shares of stock of the Company or (b) the date on
which this Agreement is no longer in effect. Notwithstanding the foregoing, as long as the funds from the Foundation Investment
are fully expended prior to the [*****] anniversary of the Effective Date, the Company shall not be required to maintain or provide
the Foundation access to such books and records for more than [*****] from generation of the individual information. For the avoidance
of doubt, the Foundation’s access to records under this Section shall not be dependent upon the Foundation’s percentage
ownership in the Company.


 


12.          Public
Reports


 


The
Foundation may include information about the Company in its periodic public reports to the extent such information is not confidential,
except as otherwise may be required by applicable law.


 


13.          Prohibited
Uses


 


The
Company shall not expend any proceeds of the Foundation Investment to carry on propaganda or otherwise to attempt to influence
legislation, to influence the outcome of any specific public election or to carry on, directly or indirectly, any voter registration
drive, or to participate or intervene in any political campaign on behalf of or in opposition to any candidate for public office
within the meaning of Section 4945(d) of the Code. The proceeds of the Foundation Investment shall not (a) be earmarked to be
used for any activity, appearance or communication associated with the activities described in the foregoing sentence, nor (b)
be intended for benefit, and will not benefit, any Person having a personal or private interest in the Foundation, including descendants
of the founders of the Foundation, or Persons related to or controlled by, directly or indirectly, such private interests.


 






    	 	14	 



     


    

 


14.          Disqualified
Person


 


To
the knowledge of each of the Foundation and the Company: (1) the Company is not a “disqualified person” with respect
to the Foundation (as the term “disqualified person” is defined in Section 4946(a) of the Code), and (2) no disqualified
person with respect to the Foundation owns any of the Company’s outstanding stock, and (3) the Foundation does not, and
one or more disqualified persons with respect to the Foundation do not, directly or indirectly, control Company.


 


15.          Compliance
with Anti-Corruption, Anti-Bribery and Anti-Terrorism Laws


 


The
Company will not offer or provide money, gifts or any other thing of value, directly or indirectly, to anyone in order to improperly
influence any act or decision relating to the sale of the Company’s products and services or the other matters contemplated
by this Agreement, including by assisting any party to secure an improper advantage. Training and information on anti-bribery
act compliance requirements is available here: www.learnfoundationlaw.org.


 


The
Company will not use any proceeds of the Foundation Investment, directly or indirectly, in support of activities (i) prohibited
by US laws related to combatting terrorism; (ii) with any Person on the List of Specially Designated Nationals (www.treasury.gov/sdn)
(a “Listed Person”) or any Person that is, directly or indirectly, controlled by a Listed Person or in which a Listed
Person, directly or indirectly, holds a significant ownership interest; or (iii) with or related to countries against which the
US maintains a comprehensive embargo (currently, Cuba, Iran, (North) Sudan, Syria, and North Korea), unless such activities are
fully authorized by the US government under applicable law and specifically approved by the Foundation in its sole discretion.


 


16.          Use
of Name


 


Each
of the Foundation and the Company may include information on this investment in its periodic public reports or other documents
required to be filed with governmental authorities, if any. In addition, the Foundation and the Company may make the investment
public at any time on their web pages and as part of press releases, public reports, speeches, newsletters and other public documents.
Any announcement of the Foundation Investment by any other Person, will require the Company’s and Foundation’s prior
written approval. Any other use of the Foundation’s or the Company’s name or logo in any respect depends upon their
respective pre-approval in writing. Notwithstanding the foregoing, the Foundation’s name and logo will not be used by any
Person in any manner to market, sell or otherwise promote the Company, its products, services and/or business.


 


17.          Entire
Agreement; Modification


 


This
Agreement and the other Investment Documents, including all exhibits hereto and thereto, the Confidentiality Agreement executed
between the Parties on June 6, 2012, and the Project Agreements set forth all the covenants, promises, agreements, warranties,
representations, conditions and understandings between the Parties with respect to the subject matter of the Investment Documents,
and supersede and terminate all prior agreements, negotiation and understandings between the Parties, whether oral or written,
with respect to such subject matter. No subsequent alteration, modification, amendment, change or addition to this Agreement shall
be binding upon the Parties unless reduced to writing and signed by the respective authorized officers of the Parties. For the
avoidance of doubt, to the extent any other Investment Document conflicts with any provisions of this Agreement that are required
by the Code, the provisions of this Agreement shall control.


 






    	 	15	 



     


    

 


18.          Confidentiality


 


(a)           During
the course of this Agreement and the Project Agreements each Party (as a “Disclosing Party”) may disclose
certain Confidential Information owned or rightfully possessed by it to the other Party (as the “Receiving Party”).
For the purposes of this Agreement, “Confidential Information” means all information, including data, communicated
by the Disclosing Party to the Receiving Party in either (i) a documentary or written form, marked as confidential, or (ii) in
an oral form, in which case a written record, marked as confidential, shall be provided to the Receiving Party within [*****]
of the oral disclosure for the information to be considered as Confidential Information; provided that a written record of an
oral disclosure will not be required if based on the nature of the information or circumstances surrounding its disclosure, the
Receiving Party should reasonably regard such information as Confidential Information.


 


(b)           Each
Party, as a Receiving Party, agrees that it will (i) use the Confidential Information received from a Disclosing Party solely
for the purposes contemplated by this Agreement and the Project Agreements and (ii) treat the Confidential Information of the
Disclosing Party as it would treat its own confidential information but in no event less than reasonable care to avoid disclosure
of the Confidential Information to any third party (which, for the avoidance of doubt, includes any Foundation-supported Entities),
person, firm or corporation that is not bound by confidentiality and restricted use obligations at least as strict as those set
out herein or as otherwise expressly stated herein.


 


(c)           Notwithstanding
anything to the contrary in this Agreement, the Receiving Party shall have no obligation with respect to the Confidential Information
received from a Disclosing Party to the extent such information is and which the Receiving Party is clearly able to demonstrate:
(i) already known by the Receiving Party at the time of disclosure as evidenced by written documentation; (ii) publicly known,
or subsequently becomes publicly known, without the wrongful act or breach of this Agreement by the Receiving Party; (iii) rightfully
received by the Receiving Party from a third party having the lawful right to make such a disclosure, where said disclosure is
rightfully made without any obligation of confidence to the Disclosing Party; (d) approved for release or disclosure by written
authorization of the Disclosing Party; (e) independently developed by or for the employees or agents of the Receiving Party or
its Affiliates without the use or knowledge of the Confidential Information provided by the Disclosing Party; or (f) required
to be disclosed pursuant to any competent judicial or government request, requirement or order, provided that the Receiving Party
so disclosing takes reasonable steps to provide the Disclosing Party with sufficient prior notice in order to allow the Disclosing
Party to contest such request, requirement or order, and provided further that such Confidential Information is disclosed only
subject to reasonably available restrictions on further disclosure and use, and otherwise remains subject to the obligations of
confidentiality and restricted use set forth in this Agreement.


 


(d)           Each
Receiving Party shall be entitled to disclose the Disclosing Party’s Confidential Information to its employees, board members
as well as its agents and consultants who are bound by confidentiality and restricted use obligations no less strict than those
set out herein.


 


(e)           Subject
to exemptions and limitations elsewhere in this Agreement, the obligations of confidentiality of Confidential Information shall
remain in effect for a period of seven years from the date the Confidential Information is communicated to the Receiving Party;
provided that this period is extended to [*****] with regard to any Confidential Information disclosed pursuant to the DARPA-agreements,
which information the Company has identified as being subject to such longer confidentiality period pursuant to the DARPA agreements.


 


(f)            For
the avoidance of doubt, the Confidential Disclosure Agreement entered into by the Parties effective as of June 6, 2012 (the “Initial
Confidentiality Agreement”), and Article 6 (“Confidentiality”) of the Framework Agreement for Cooperation
entered into between the Parties effective December 11, 2013 (the “Framework Agreement”) are terminated as
of the Effective Date. All Confidential Information (as defined in either the Initial Confidentiality Agreement or the Framework
Agreement) that was disclosed by a Disclosing Party to a Receiving Party prior to the Effective Date, is deemed to be Confidential
Information as defined in and for purposes of this Agreement and is subject to the protections and terms set forth herein for
the term specified in this Agreement.


 






    	 	16	 



     


    

 


19.          Specific
Performance


 


The
Company acknowledges and agrees that the Foundation would be damaged irreparably in the event any of the provisions of this Agreement
are not performed in accordance with their specific terms or otherwise are breached or violated. Accordingly, the Company agrees
that the Foundation will be entitled to seek an injunction or injunctions to prevent breaches or violations of the provisions
of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any
court having jurisdiction over the Parties and the matter in addition to any other remedy to which it may be entitled, at law
or in equity. The Company further agrees that, in the event of any action for specific performance in respect of such breach or
violation, it will not assert the defense that a remedy at law would be adequate.


 


20.          Authority


 


Each
of the Company and the Foundation covenants, represents and warrants with respect to itself that it has all authority necessary
to execute this Agreement and that, on execution, this Agreement will be fully binding and enforceable in accordance with its
terms, and that no other consents or approvals of any other Person or third parties are required or necessary for this Agreement
to be so binding.


 


21.          Governing
Law


 


This
Agreement is made pursuant to, and shall be construed and enforced in accordance with, the laws of the State of New York, U.S.A.
irrespective of the principal place of business, residence or domicile of the Parties hereto and without giving effect to otherwise
applicable principles of conflicts of law that would give effect to the laws of another jurisdiction.


 


22.          Expenses


 


Each
of the Parties shall bear and pay for all of its own costs, fees and expenses (including legal, accounting and other professional
or advisory fees and expenses) incurred or to be incurred by it, in each case, in negotiating and preparing this Agreement.


 


23.          Dispute
Resolution


 


The
Parties will resolve any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination
or invalidity hereof (“Dispute”) in accordance with this Section 23.


 


(a)           [*****]


 


(b)           [*****]


 






    	 	17	 



     


    

 


[*****]


 


(c)           [*****]


 


(d)           [*****]


 


24.          Waiver


 


Failure
or delay by either Party in exercising or enforcing any provision, right, or remedy under this Agreement, or waiver of any remedy
hereunder, in whole or in part, shall not be deemed a waiver thereof, or prevent the subsequent exercise of that or any other
rights or remedy.


 


25.          Further
Assurances


 


From
time to time after the Effective Date, each Party shall execute, acknowledge and deliver to each other any further documents,
assurances, and other matters, and will take any other action consistent with the terms and conditions of this Agreement, that
may reasonably be requested by a Party and necessary or desirable to carry out the purpose of this Agreement.


 






    	 	18	 



     


    

 


26.          Interpretation


 


The
headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation
of this Agreement. Whenever the words “include,” “includes” or “including” are used in this
Agreement, they shall be deemed to be followed by the words “without limitation.”


 


27.          Counterparts


 


This
Agreement may be executed in one or more counterparts, including by signatures delivered by facsimile or pdfs, each of which shall
be deemed an original, but all of which shall be deemed to be and constitute one and the same instrument.


 


[Signature
Page Follows]


 






    	 	19	 



     


    

 


IN
WITNESS WHEREOF, the Parties have caused this Global Access Commitments Agreement to be executed by their duly authorized representatives
as of the date first written above.


 


	CUREVAC
    GMBH
	By:	/s/
    Ingmar Hoerr	 
	Name:	Ingmar
    Hoerr
	Title:	CEO


 


 


	BILL
    & MELINDA GATES FOUNDATION
	By:	/s/
    Jim Bromley	 
	Name:	/s/
    Jim Bromley
	Title:	CFO


 






    	 	20	 



     


    




EXECUTION
COPY


 


Appendix
1


 


New
Facility


 



    	 		 



     


    




EXECUTION
COPY


 


Appendix
2


 


Access
Countries


 


[*****]



 



    	 		 



     


    




EXECUTION
COPY


 


Appendix
3


 


COGS
Methodology


 



    	 		 



     


    




EXECUTION
COPY


 


Appendix
4


 


Existing
Agreements


 



    	 		 



     


    




EXECUTION
COPY


 


Appendix
5


 


Form
of Amendment to Option Agreement


 



    	 		 



     


    







EXECUTION
COPY


 


Appendix
6



[OFFICER’S/DIRECTOR’S] CERTIFICATE



CUREVAC GMBH


 


[DATE]


 


This
certificate is being delivered by CureVac GmbH is a private, for-profit company having its business address at Paul-Ehrlich-Str.
15, 72076 Tübingen (the “Company”), pursuant to Section 9(a) of the Global Access Commitments Agreement
between the Company and the Bill & Melinda Gates Foundation dated as of [           ]
(the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed
to them in the Agreement.


 


The
Company certifies as follows:


 


1.       During
the fiscal year ended [DATE], the Company met the requirements of the Foundation Investment as set forth in the Agreement that
were required to be complied with or performed by the Company during such time period.


 


2.       Attached
as Exhibit A to this certificate is a description of the Company’s use of proceeds of the Foundation Investment during
the fiscal year ended [DATE].


 


3.       Attached
as Exhibit B to this certificate is the Company’s evaluation of the Company’s development of the Platform Technology
and use of the Platform Technology to advance drug and vaccine candidates in support of the Foundation’s Charitable Purpose,
and progress with respect to the New Facility and Projects, including information regarding progress against the Global Access
Commitments (as set forth in the Investment Documents) during the fiscal year ended [DATE].


 


IN
WITNESS WHEREOF, the undersigned has executed this certificate and has caused this certificate to be delivered on the date first
above written.


 


	 	CureVac
    GmbH
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 



 



    	 		 



     


    




EXECUTION
COPY


 


Appendix
7


 


[OFFICER’S/DIRECTOR’S]
CERTIFICATE


 


CUREVAC
GMBH


 


[DATE]


 


This
certificate is being delivered by CureVac GmbH is a private, for-profit company having its business address at Paul-Ehrlich-Str.
15, 72076 Tübingen (the “Company”), pursuant to Section 9(b) of the Global Access Commitments Agreement
between the Company and the Bill & Melinda Gates Foundation dated as of [          
] (the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed
to them in the Agreement.


 


The
Company certifies as follows:


 


1.       During
the term of the Foundation Investment, the Company met the requirements of the Foundation Investment as set forth in the Agreement
that were required to be complied with or performed by the Company during such time period.


 


2.       Attached
as Exhibit A to this certificate is a description of the Company’s use of proceeds of the Foundation Investment during
the term of the Foundation Investment.


 


3.       Attached
as Exhibit B to this certificate is the Company’s evaluation of the Company’s development of the Platform Technology
and use of the Platform Technology to advance drug and vaccine candidates in support of the Foundation’s Charitable Purpose,
and progress with respect to the New Facility and Projects, including information regarding progress against the Global Access
Commitments (as set forth in the Investment Documents) during the term of the Foundation Investment.


 


IN
WITNESS WHEREOF, the undersigned has executed this certificate and has caused this certificate to be delivered on the date first
above written.


 


	 	CureVac
    GmbH
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 



    	 		 



     


    




 


AMENDMENT
NO. 2 TO THE

OPTION AGREEMENT


 


[*****]