Exhibit 10.18


 


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.


 


YALE UNIVERSITY


 


COLLABORATIVE RESEARCH AGREEMENT


 


This is a RESEARCH AGREEMENT (the “Agreement”)
effective July 1st, 2019, (the “Effective Date”) by and between YALE UNIVERSITY, a non-profit corporation
organized and existing under and by virtue of a special charter granted by the General Assembly of the Colony and State of Connecticut
(the “University”) and Cure Vac AG, a German stock corporation, having its principal offices at Paul-Ehrlich-Strasse
15, 72076 Tubingen, Germany (the “Sponsor”).


 


WITNESSETH:


 


WHEREAS, in pursuit of its educational purposes,
which include research and training, the University undertakes scholarly, research, and experimental activities in a variety of
academic disciplines; and


 


WHEREAS, the parties wish to undertake a
research program in the field of pulmonary disease, as described more fully in Exhibit A, attached hereto; and


 


WHEREAS, in furtherance of its scholarly,
research, and instructional interests, the University is willing to undertake such research upon the terms and conditions set forth
below;


 


NOW, THEREFORE, in consideration of the
premises and the mutual covenants herein contained, the parties hereto agree as follows:


 


1.            Scope of Research. During
the term of this Agreement, the parties shall use reasonable efforts to perform the research program described in Exhibit A,
attached hereto and which hereby is incorporated herein (the “Research”). Notwithstanding the foregoing, the parties
make no warranties or representations regarding its ability to achieve, nor shall either party be bound hereby to accomplish,
any particular research objective or results.


 


2.            Personnel.


 


(a)           The Research at the University
shall be performed by and under the supervision and direction of [*****] while employed by the University, who shall be
designated the principal investigator (“Principal Investigator”), together with such additional personnel as may be
assigned by the University. The University shall give Sponsor written notice of any change in its Principal Investigator, subject to Sponsor’s approval,
which shall not unreasonably be withheld.


 




     


     


    

 


(b)           It is understood that the University
and the personnel performing the Research hereunder may be involved in other activities and projects which entail pre-existing
commitments to other sponsors. The University will use reasonable efforts to avoid conflicts with the terms of this Agreement;
however, it is agreed that unless provided to the contrary herein, this Agreement is subject to the University’s pre-existing
commitments to such other sponsors.


 


3.            University Policies and Procedures: Reimbursement
of Costs.


 


3.1          All
Research conducted hereunder shall be performed in accordance with established University policies and procedures, including, but
not limited to, policies and procedures applicable to research involving human subjects, laboratory animals, and conflicts of interest.


 


3.2          Reimbursement
of Costs.


 


(a)           The Sponsor shall reimburse the
University for all direct and indirect costs incurred by the University in connection with the Research, in accordance with the
budget set forth as Exhibit B, in the amount of [*****] attached hereto and which hereby is incorporated herein; provided,
however, that the University may submit to Sponsor at any time, and Sponsor may at its discretion approve in writing, a revised
budget or budgets requesting additional funds. Indirect costs shall be equal to the facilities and administration rate for indirect
costs negotiated between the University and the Federal Government.


 


(b)           The Sponsor shall make quarterly
advance payments to the University to fund estimated reimbursable costs, as determined in advance by Yale in good faith, it being
understood that Yale’s estimate is not a guarantee of actual reimbursable costs.


 


All invoices should be sent to [*****]


 


Payment terms: [*****]


 


All checks shall be made payable to Yale University, shall include
reference to the Principal Investigator, and shall be sent to:


 




     


     


    

 


Yale University


 


[*****]


 


New Haven, CT 06508-1873


 


Or wired to:


 


[*****]


 


4.            Materials.


 


4.1          Throughout the course of the Research, it may be necessary
for University to send to Sponsor, and Sponsor to send to University, samples of biological materials (“Materials”).
In such instances, the sending Party will be responsible for packaging and shipping of Materials, with an appropriate method, time
and destination to be agreed upon by both Parties. The requesting party will be responsible for the expenses related to packaging
and shipping.


 


4.2          Sponsor
Materials: Sponsor retains sole ownership of its Confidential Information, (as defined below), as well as any other Sponsor
biological materials, radiopharmaceuticals, study medications, equipment, supplies, or reagents to be used in the Research (which
material and any progeny, modifications or derivatives thereof, “Sponsor Materials”). University may not use the Sponsor
Materials for any purpose other than the Research, nor may University take, send, or otherwise provide the Sponsor Materials to
any third party, except as expressly permitted herein, without the prior written approval of Sponsor.


 


4.3          University
Materials: University owns and will retain sole ownership of University biological materials, radiopharmaceuticals, study
medications, equipment, supplies, or reagents to be used in the Research and transferred to Sponsor under this Agreement to be
used in the Research (which material and any progeny, modifications or derivatives thereof, “University Materials”).
Sponsor may not use the University Materials for any purpose other than the Research as currently provided for in this Agreement,
or as agreed to in writing by both parties, nor may Sponsor take, send, or otherwise provide the University Materials to any third
party, except as expressly permitted herein, without the prior written approval of University.


 




     


     


    

 


4.4         By
acquiring and using the Materials, both University and Sponsor agree:


 


i. the Materials will be used only in the laboratories
of Sponsor or University in accordance with this Agreement;


 


ii. all Materials will be received, handled, stored,
used and disposed of in compliance with all applicable laws, regulations and guidelines, and in accordance with safe and prudent
practices, and will not be administered to human subjects or provided to any third parties;


 


iii. Sponsor and University have adequate systems,
procedures and personnel to review and oversee arrangements for the receipt, handling, storage, use and disposal of Materials and
all persons involved in receiving, handling, storing, using or disposing of Materials are adequately qualified by training and
experience to do so safely and legally;


 


iv. Within [*****] of completion of the Research,
or termination or expiration of this Agreement, if earlier, the providing party may request any and all remaining Materials, be
returned to the providing party (or destroyed, if the providing party shall so specify, with such destruction confirmed in writing
by the receiving party); and


 


v. All Materials transferred in connection with the
Research are experimental in nature and shall be used with prudence and appropriate caution, since not all of their characteristics
are known. ALL MATERIALS ARE PROVIDED WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY,
EXPRESS OR IMPLIED. MATERIALS TRANSFERRED UNDER THIS AGREEMENT WILL NOT BE USED
IN HUMANS, INCLUDING FOR PURPOSES OF DIAGNOSTIC TESTING.


 




     


     


    

 


5.            Research Reports.
The parties shall furnish to each other during the term of this Agreement periodic informal reports regarding the progress
of the Research. A final report setting forth the significant research findings shall be jointly prepared by the parties within
a reasonable period following the expiration of the term of this Agreement or the effective date of early termination. Such reports
shall be held in confidence pending the Principal Investigator’s publication or presentation of the project results.


 


6.            Publication.


 


a)            Part of
the University’s mission is to publish and disseminate research results developed under collaborative research projects.
Consistent with this Agreement, University, its Principal Investigator and other University employees and/or students may disseminate
or publish the Results of the Research (as defined in Section 8(f)) without prior approval by the Sponsor. The University
shall provide the Sponsor with a copy of any proposed publication [*****] in advance of submission to third parties. The
Sponsor shall determine Whether any of its Confidential Information is included in the proposed publication. The Sponsor may reasonably
require that any of its Confidential Information be removed from the proposed publication. The Sponsor may reasonably require
that publication be delayed to permit the filing of patent applications pursuant to Section 8. The Sponsor shall make such
determinations within [*****] of receipt of the proposed publication. Publication shall not be delayed more than [*****]
after receipt of the proposed publication by the Sponsor. The Sponsor at its election shall be entitled to receive an acknowledgment
of its sponsorship of the Research in any such publication. Authorship of any publication shall be determined by scientific custom.


 


b)            The
University shall have the final authority to determine the scope and content of any publications or presentations made by its students
and employees in accordance with the limitations of this section but will consider in good faith Sponsor’s comments.


 




     


     


    

 


7.            Confidential Information.


 


a)            Confidential
Information consists of information that has been reduced to writing and marked “Confidential,” or, if disclosed orally,
has been reduced to writing and marked “Confidential” within[*****] of oral disclosure. Notwithstanding the
foregoing, Confidential Information shall also include the following: Sponsor Materials; University Materials; and Results. Subject
to the following exceptions, all Confidential Information of either party disclosed by it to the other party in connection with
the Research hereunder will be treated as confidential throughout the term hereof or for [*****] thereafter, whichever is
longer. Each party will use reasonable efforts to safeguard the confidentiality of the other party’s Confidential Information,
and will only use such Confidential Information for the purposes contemplated by this Agreement, and will require its employees,
students and associates to adhere to such obligation of confidentiality. The following shall be exceptions to confidentiality:


 


		(i)	information that is previously known by the receiving party, as established by written records;



 


		(ii)	information that is revealed by third parties through no fault of the receiving party;



 


		(iii)	information which is or becomes publicly known through no fault of receiving party;



 


		(iv)	information that is independently developed by the receiving party without the use of the disclosing party’s confidential
information, as established by written records;



 


		(v)	information that is required by law;



 


b)            Neither
party shall knowingly convey Confidential Information that is subject to federal export control restrictions under the EAR or the
ITAR without first so disclosing to the other party and providing the other party the opportunity to decline receiving such information.


 


c)            Permitted
disclosures. Receiving party may disclose disclosing party’s Confidential Information to the extent (and only to the extent),
that such disclosure is reasonably necessary in the following instances:


 


(i)            to
subcontractors in order to perform activities under the Research; and


 




     


     


    

 


		(ii)	in case of Sponsor, to acquirers or permitted assignees; investment bankers, investors and lenders, including potential acquirers,
assignees, investment bankers,and lenders;



 


provided that for any such disclosure, those entities
are under obligations of confidentiality and non-use no less restrictive than those of this Section 7.


 


d)            Notwithstanding
anything to the contrary in this Agreement, Sponsor shall have the right to disclose the Results of University to third parties
under written obligations of confidentiality and non-use that are no less restrictive than those contained in this Agreement, but
not to disclose any other University Confidential Information or the identity of University.


 


8.            Intellectual Property.


 


(a)           Definition
of Invention. “Invention” shall mean any discovery, concept or idea, whether or not patentable, conceived or first
reduced to practice, in whole or in part, in performance of the Research. For purposes of this Agreement, “Invention”
shall also include any software written, created, and utilized in performance of this Agreement.


 


(b)           Ownership
of Inventions. The University shall own any Invention invented solely by its employees, students, or agents (“University
Inventions”). Sponsor shall own any Inventions that are invented solely by Sponsor’s employees or agents (“Sponsor
Inventions”). Inventions invented jointly by University employees, students or agents and Sponsor employees or agents shall
be owned jointly (“Joint Inventions”).


 




     


     


    

 


(c)           Disclosure
and Right to Patent Inventions. The University and Sponsor shall promptly disclose to each other in writing any
Invention, and reported to the University’s Office of Cooperative Research (“OCR”) or Sponsor’s
Intellectual Property Authority (“IPA”) (see Section 11 “Notices”), respectively, and decide
whether such Invention was solely or jointly invented. Such disclosure shall be considered Confidential Information of the
party that owns such Invention. The University may elect to file and prosecute a patent application on any University
Invention described in any such Invention disclosure. Sponsor shall reimburse the University for its documented out-of-pocket
expenses incurred in the filing, prosecution, and maintenance of such patent or patent application. University shall make
good-faith efforts to provide Sponsor with estimates of such out-of-pocket expenses in advance. Should the University elect
not to do so, it shall give Sponsor prompt written notice, and in no event less than [*****] prior to any relevant
patent office deadlines, so that the Sponsor may at its own cost file and prosecute any such patent application on behalf of
the University. The Sponsor shall have the sole right (but not the obligation) to file and prosecute a patent application on
any Sponsor Invention. With respect to Joint Inventions, Sponsor, using counsel chosen and paid by Sponsor and reasonably
acceptable to University, will assume the lead in the filing, prosecution, and maintenance of patent applications and patents
claiming Joint Inventions on behalf of the parties jointly. University shall promptly be provided with copies of all
correspondence related to filing, prosecution, and maintenance of patent applications and patents claiming Joint Inventions,
and shall be given the opportunity to review and comment on all such patent applications and patents. Unless otherwise
agreed, Sponsor shall be responsible for all out-of- pocket patent costs with respect to such Joint Inventions. Should the
Sponsor elect not to do file, prosecute, or maintain any patents or patent applications claiming Joint Inventions, it shall
give University prompt written notice, and in no event less than [*****] prior to any relevant patent office
deadlines, so that the University may, at its own cost, file, prosecute, and maintain any such patent application or patent
on behalf of both the Sponsor and the University.


 


(e)           License. For each Invention
and the Results, for University’s share of ownership, University shall grant to Sponsor an Exclusive License Agreement, based
upon terms as described in Exhibit C. Any such License to Sponsor as provided herein will be granted by a separate license
agreement signed by the parties, which shall include, in addition to those terms described in Exhibit C, a retention by University
of a royalty-free right, sublicensable to its academic and non-profit research partners, to use the Inventions for teaching, research,
or other educational or academic purposes; and (f) indemnification of the University. Each party hereby grants to the other
party (and such other party hereby accepts) a non exclusive, non-transferable, cost-free and limited license to use such of the
granting party’s rights in Inventions and any other intellectual property originating from Principal Investigator (to the
extent the University controls and can grant such license) as and to the extent it is necessary or useful for, and only for the purpose of, carrying out such
other party’s obligations under the Research during the Term.


 




     


     


    

 


(f)           Data.
The ownership of data generated in the performance of the Research (“Results”) shall follow the ownership of Inventions
as defined in Section 8. Subject to other provisions of this Agreement, including those pertaining to Confidential Information
and intellectual property, each party will have access to the Results and may use such Results for the purposes set out in this
Agreement, subject to the appropriate provisions for licensing, confidentiality and publication.


 


(g)           Tangible
research property. Except for Sponsor Material, University shall retain ownership of tangible property that is developed solely
by University’s employees, students, and agents, including, but not limited to, prototypes, biogenic materials, samples,
lab notebooks graphs, maps, drawings, and documents created or acquired under this Agreement (collectively, “University Tangible
Research Property”). Sponsor shall retain ownership of tangible property that is developed solely by Sponsor’s employees,
students, and agents, including, but not limited to, prototypes, biogenic materials, samples, lab notebooks graphs, maps, drawings,
and documents created or acquired under this Agreement (collectively, “Sponsor Tangible Research Property”).


 


(h)           Copyrightable
material. University shall own all right, title and interest in and to any and all copyrights and copyrightable materials,
including data and excluding software, that is created solely by University employees, students or agents in performance of this
Agreement (collectively “University Copyrights”). Sponsor shall own all right, title and interest in and to any and
all copyrights and copyrightable materials, including data, created solely by Sponsor employees or agents in performance of this
Agreement (collectively, “Sponsor Copyrights”). University and Sponsor shall jointly own all right, title and interest
in and to any and all copyrights and copyrightable materials, including data, created jointly by University employees, students,
or agents and Sponsor employees or agents in performance of this Agreement (collectively, “Joint Copyrights”). University
shall have the sole right to determine the disposition of University Copyrights, provided that Sponsor shall have option rights,
in accordance with Section 8, in computer software and databases developed and delivered under the Research. Sponsor shall have the sole right to determine
the disposition of Sponsor Copyrights.


 




     


     


    

 


(i)           Background
IP. Neither Party shall, by virtue of this Agreement, acquire rights to inventions, copyrights, technical information, or tangible
property concurrently created or acquired outside of this Agreement or that are owned by the other Party prior to entering into
this Agreement, including any background technology required to practice Inventions, except as set out herein. Such rights may
or may not be available for licensing.


 


9a.          Background Option.


 


Subject to the terms and conditions of this Agreement, University
hereby grants to Sponsor an exclusive option to negotiate an exclusive or non-exclusive (at the election of Sponsor) worldwide
license (with the right to grant sublicenses) with University (the “Background Option”) to certain intellectual property,
specifically as described in Exhibit D (the “University Background Intellectual Property”). The Option shall commence
on the Effective Date and exist fo [*****] (the “Option Period”). The field of any such license shall be limited
to the use of University Background Intellectual Property for [*****].


 


In consideration for the grant of the Background Option, Sponsor
shall reimburse University for all out-of-pocket expenses incurred after the Effective Date in the filing, prosecution, and maintenance
of the University Background Intellectual Property. During the Option Period, University will not negotiate with or grant to any
third party any rights to the University Background Intellectual Property in the Field, other than to non-profit academic and/or
research institutions to make, use and practice the University Background Intellectual Property for research, clinical, teaching
or other non-commercial purposes, and not for purposes of commercial development, use, manufacture or distribution. At the end
of the Option Period, University shall have no further obligations to Sponsor unless [*****]   between University
and Sponsor.


 


Upon written notice from Sponsor and during the Option Period,
the parties shall enter into good faith negotiations for a license agreement to the University Background Intellectual Property,
which shall be based on customary terms and conditions necessary or appropriate for transactions of this type that are mutually
acceptable to University and Sponsor. Such terms and conditions may include, but not be limited to, commercially reasonable financial
terms, as well as diligence terms that may require monetary as well as reporting obligations.


 




     


     


    

 


9b.            Ownership
of Property. Title to any equipment purchased or created in the performance of the work funded under this Agreement shall vest
in the University. University shall use the equipment for purposes of this agreement while the funded activities are ongoing. During
that time, University may make the equipment available for incidental use on other projects or programs if such other use will
not interfere with the work under the Agreement. When no longer needed for Agreement activities, University may use the equipment
in connection with its other charitable purposes, without need for accounting.


 


10.            Term
and Termination.


 


(a)            This Agreement shall be effective
for the term July 1st, 2019 through June 30th, 2021, and may be extended thereafter by mutual agreement
of the parties in writing (the “Term”); provided, however, that the termination of this Agreement shall not relieve
either party of any obligation of such party accrued prior to such termination hereunder.


 


(b)            Notwithstanding the foregoing,
this Agreement may be terminated by Sponsor at any time upon [*****] advance written notice to University


 


(c)            In the event that Sponsor terminates
the Agreement without paying to University the full amount of [*****] as described in Section 3, then the obligation
to grant the License Agreement in Section 8 shall automatically terminate.


 


(d)            If
Sponsor fails to meet any of its material obligations under this Agreement, and does not remedy such failure within [*****]
after receipt of written notice thereof from University, University shall have the right to terminate this Agreement
effective upon provision of written notice thereof to Sponsor.


 




     


     


    

 


(e)            If University fails to meet any
of its material obligations under this Agreement, and does not remedy such failure within[*****] after receipt of written notice
thereof from Sponsor, Sponsor shall have the right to terminate this Agreement effective upon provision of written notice thereof
to University. In this case the obligation to grant licenses under Subsection 8 (e) shall survive such termination.


 


11.            Notices.
Any notices given under this Agreement shall be in writing and shall be deemed delivered when sent by first-class mail, postage
prepaid, addressed to the parties as follows (or at such other addresses as the parties may notify each other in writing):


 


	Yale University	Sponsor
	 	 
	Yale University Office of Cooperative Research	Cure Vac AG
	Attn: Managing Director	Attn: Vice President Legal
	433 Temple Street	Paul-Ehrlich-Strasse 15
	New Haven CT 06511	72076 Tubingen, Germany
	[*****]	[*****] 
	 	 
	With a copy to	 
	 	 
	Yale University, Office of Sponsored Projects	 
	150 Munson Street 3rd Floor	 
	New Haven. CT 06520-8327	 
	Attn: [*****]	 



 


12.            Use
of Name. Neither party shall employ or use the name of the other party in any promotional materials or advertising without
the prior express written permission of the other party.


 


13.            Relationship
of the Parties. The relationship of Sponsor and Institution established by this Agreement is that of independent contractors.
Nothing in this Agreement shall be construed to create a relationship of employment or agency, nor shall either party’s employees,
servants, agents, or representatives be considered the employees, servants, agents, or representatives of the other. Nothing in
this Agreement shall be construed to constitute the parties as partners or joint venturers, or allow either of the parties to create
or assume any obligation on behalf of the other party.


 




     


     


    

 


14.            Indemnification.
The Sponsor shall therefore defend, indemnify and hold harmless University, the Principal Investigator, and any of University’s
faculty, students, employees, trustees, officers, affiliates, and agents (hereinafter referred to collectively as the “Indemnified
Persons”) from and against any and all third party claims, lawsuits,and/or losses, damages, costs or expenses (including
attorneys’ fees) arising thereunder, which the Indemnified Persons may hereafter incur, or be required to pay, based on or
arising out of Sponsor’s use of the Research or any University Invention, University Copyright, University Materials, or
Results unless the third party claim was caused by gross negligence or willful misconduct of University University shall notify
Sponsor upon learning of the institution or threatened institution of any such third party claims, lawsuits, and/or losses, damages,
costs and expenses arising thereunder, and University shall cooperate with Sponsor in every proper way in the defense or settlement
thereof at Sponsor’s request and expense. Sponsor shall not dispose or settle any claim admitting liability on the part of
the University without University’s prior written consent.


 


15.            NO
WARRANTIES. NEITHER PARTY MAKES ANY WARRANTIES EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER, INCLUDING, WITHOUT LIMITATION,
THE RESULTS OF THE RESEARCH OR ANY INVENTIONS OR PRODUCT, TANGIBLE OR INTANGIBLE, CONCEIVED, DISCOVERED, OR DEVELOPED UNDER THIS
AGREEMENT; OR THE OWNERSHIP, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE RESEARCH RESULTS OR OF ANY SUCH INVENTION
OR PRODUCT. Neither party shall be liable for any indirect or consequential damages or lost profits suffered by the other party
or by any Licensee or any others resulting from the use of the research results, including any invention, program, or product.


 


 




     


     


    

 


16.            Export
Controls. The University complies with all applicable laws and regulations, including, where applicable, federal export
control regulations. Many of the University employees (faculty and staff) and students are residents of foreign countries, including
individuals who may work on this contract and/or have access to information conveyed to the University pursuant hereto. The University
does not screen its employees or students based on nationality. In most situations, the University relies on the fundamental research
exclusion from export control laws, but makes no representation as to whether Sponsor’s conveyance of information or material
to the University pursuant hereto would be covered by the export control laws. Each party agrees that before knowingly providing
the other with export-controlled materials or data, it will provide written notice, including a description of the materials or
data, and, if known, the appropriate ECCN or MCL designation. No such materials or data shall knowingly be shared without prior
written approval.


 


17.            Force
Majeure. Neither Party shall be liable for any failure to perform as required by this Agreement, to the extent such failure
to perform is caused by any reason beyond the University’s control, or by reason of any of the following: labor disturbances
or disputes of any kind, accidents, failure of any required governmental approval, civil disorders, acts of aggression, acts of
God, energy or other conservation measures, failure of utilities, mechanical breakdowns, material shortages, disease, or similar
occurrences.


 


18.            Assignment.
Neither the University nor the Sponsor shall assign this Agreement to any other person without the prior written consent of
the other party, which consent shall not unreasonably be withheld, conditioned or delayed, provided, that Sponsor can assign this
Agreement without the prior written consent of University (i) to an Affiliate or (ii) to a third party in connection
with the sale or transfer of substantially all of its assets with respect to the subject matter of this Agreement. Any permitted
assignee shall assume all obligations of its assignor under this Agreement. This Agreement and the rights granted in this Agreement
shall be binding upon and shall inure to the benefit of Sponsor, University and their respective successors and permitted assigns.


 




     


     


    

 


19.            Severability.
In the event that a court of competent jurisdiction holds any provision of this Agreement to be invalid, such holding shall
have no effect on the remaining provisions of this Agreement, and they shall continue in full force and effect.


 


20.            Entire
Agreement: Amendments. This Agreement and the Exhibits hereto contain the entire agreement between the parties with respect
to the subject matter hereof, and supersedes any prior or contemporaneous understanding or written or oral agreements with respect
thereto, including, but not limited to, the Confidential Disclosure Agreement effective June 12, 2018 to the extent it relates
to the subject matter hereof. No amendments or modifications to this Agreement shall be effective unless made in writing and signed
by authorized representatives of both parties.


 


21.            Similar
Research. Nothing in this Agreement shall be construed to limit the freedom of the University or of its researchers who
are not participants under this Agreement, from engaging in similar research made under other grants, contracts or agreements with
parties other than the Sponsor.


 


22.            Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut, without
regard to provisions concerning conflict of laws. In the event of any controversy or claim arising out of or relating to any provision
of this Agreement, the parties shall first try to settle those conflicts amicably between themselves. Each party hereby irrevocably
consents that any legal action or proceeding under, arising out of or in any manner relating to this Agreement shall be brought
in any state or federal court of competent jurisdiction located in the State of Connecticut.


 


23.            Survival.
Sections 4 to 24 shall survive any termination or expiration of the Agreement.


 




     


     


    

 


24.            Counterparts;
Facsimile. This Agreement may be executed in counterparts and delivered by facsimile with the same effect as an original.
In the event a complete copy of this Agreement or any signature is delivered by an e-mail which contains a portable document format
(.pdf) file of an executed signature page, such executed signature page shall create a valid and binding obligation of the
party executing it (or on whose behalf such signature page is executed) with the same force and effect as if such executed
signature page were an original thereof.


 


IN WITNESS WHEREOF, the parties hereto have
executed this Agreement by their duly authorized officers or representatives.


 


	YALE UNIVERSITY	 	CureVac AG
	By	                                      	 	By 	/s/ D. Menichella
	Title	 	 	Title 	CEO
	Date	 	 	Date 	7-10-19
	 	 	 	 	 
	Read and acknowledged:	 	 
	 	 	 
	Principal Investigator	 	/s/ Dimitris Voliotis
	 	 	Dr. Dimitris Voliotis
	L\contract\research\research\research template	 	Chief Development Office
	Last revised 4/1/2010	 	CureVac
	 	 	10-Jul-2019


 




     


     


    


 


EXHIBIT A


 


JOINT RESEARCH PLAN


 


PROJECT SCOPE AND BUDGET
JUSTIFICATION 


 


[*****]


 






    


     


    

 


Exhibit B


 


[*****]




 






    


     


    

 


Exhibit C


 


	OCR	Title: [*****]
	 	 
	Field &

 Licensed 

Territory  	Field: [*****]

 Terriroty: [*****]
	 	 
	Licensee	Curevac
	 	 
	Licensed

 Patents	Shall mean the United States or foreign patent application(s) and patents(s) of University listed in Appendix A of the Exclusive License Agreement, together with any continuations, divisionals, and continuations-in-part, to the extent the claims of any such patent or patent application are directed to subject matter specifically described in the patent applications listed on Appendix A; any reissues, re-examinations, or extensions thereof, or substitutes therefor; and the relevant international equivalents of any of the foregoing.
	 	 
	Valid Claim	Shall mean an issued or unexpired claim of a LICENSED PATENT so long as
    such claim shall not have been irrevocably abandoned or declared to be invalid in a non-appealable or non-appealed decision
    of a court or other authority or competent jurisdiction through no fault or cause of LICENSEE. The term “Valid
    Claim” shall also include a claim of a pending patent application which has not been pending for a period of more than
    [*****] from the priority date or the earliest filing date of that patent application, provided that if a claim in a
    patent application that has been pending for more that [*****] should subsequently issue, it shall become a Valid
    Claim on the date of allowance.
	 	 
	Licensed 

Products	Shall mean:

                                                       

                                                      (a) [*****] product (including any apparatus or kit) or component part
                                                      thereof, if the manufacture, use, sale, import, export or practice thereaf is claimed by a VALID CLAIM of a LICENSED PATENT.;
                                                      or (b) [*****] product for which the discovery development manufacture use, or sale utilized [*****] in whole or in
                                                      part (as defined in the Collaboration Agreement)




 






    


     


    

 


	Term	The term of the License shall commence on the EFFECTIVE DATE and shall remain in full force on a country-by-country and Licensed Product-by-Licensed Product basis, for the duration of the Royalty Term for such Licensed Product for such country, unless terminated earlier. Upon expiry, the License for such Licensed Product and country shall become fully paid up.
	 	 
	Royaity Term	
        Royalties are payable on a Licensed
        Product-by-Licensed Product and a country-by-country basis for the last to occur of:

         

        (a) The
        expiry of the last to expire Valid Claim that covers such Licensed Patent in such country;

         

        (b) Ten
        (10) years after the First Commercial Sale of such Licensed Product in such country.

	 	 
	License Grant	
        Exclusive with the right
        to sublicense (in multiple tiers) license, subject to the reservation of rights by YALE described below, under the LICENSED PATENTS,
        and the INVENTIONS and the RESULTS owned by University, to make, have made, research and/or develop, have researched and/or developed,
        use, have used, offer to sell, have offered to sell, sell, have sold, import and have imported, export, or practice LICENSED PRODUCTS
        within the FIELD in the LICENSED TERRITORY (the “LICENSE”).

         

        The LICENSE is expressly
        made subject to YALE’s reservation of the right, on behalf of itself and its sublicensed non-profit academic and/or research
        institutions, to make, use and practice the LICENSED PATENTS, INVENTIONS and RESULTS owned by University, for research, clinical,
        teaching or other noncommercial purposes, and not for purposes of commercial development, use, manufacture or distribution.

	 	 
	Consideration	In addition to the royalty payments set out below for the grant of the License, LICENSEE shall pay the following amounts to Yale:


 






    


     


    

 


	Milestones	
        LICENSEE shall pay the following
        milestone payments to YALE for the first LICENSED PRODUCT developed by LICENSEE, SUBLICENSEE, or AFFILIATES to achieve a milestone
        event:

        a) [*****]

        b) [*****]

        c) [*****]

        d) [*****]

         

        The total amount that could be due
        by Licensee upon all such milestone events for any and all Licensed Products in any and all countries would not exceed $2,650,000.

	 	 
	License

        Maintenance

        Fee
        (“LMF”)
	
        Beginning
        on the first (1st) 

anniversary of the Effective 

Date of the Exclusive 

License and until the first 

commercial sale of any
        

Licensed Product
	LMF

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



 


	Royalties on Net Sales	During the ROYALTY TERM, as further consideration for the LICENSE. LICENSEE
    shall pay to YALE an earned royalty of [*****] on worldwide cumulative NET SALES of LICENSED PRODUCTS covered by VALID
    CLAIM of a LICENSED PATENT by LICENSEE or its SUBLICENSEES or AFFILIATES (“EARNED ROYALTY”). For LICENSED
    PRODUCTS not covered by a Valid Claim but which utilized the University Results, the royalty rate shall be [*****], such
    royalty shall be payable for ten (10) years after the first commercial sale of such Licensed Product in such
    country.


 






    


     


    

 


	Diligence	
        I. Product Development
        Diligence:

         

        LICENSEE shall use Commercial Reasonable
        Efforts within [*****]  after the EFFECTIVE DATE of this Agreement, to begin to implement the PLAN at its sole expense and
        thereafter to fully implement the PLAN and to commercialize and develop markets for the LICENSED PRODUCTS.

	 	 
	Other Terms	As defined in full license agreement mutually agreed by duly authorized representatives of both parties, including, but not limited to, definitions, provisions addressing indemnification and insurance, representations, warranties, patent prosecution, patent challenges, sublicenses, equity , confidentiality, sublicense protection, termination and consequences, termination right without cause for Cure Vac.
	 	 
	Contact	
        [*****]

         

        Director of Business Development

         

        [*****]



 






    


     


    

 


Exhibit D


 


University Background Intellectual Property


 


[*****]


 






    


     


    

 


Agreement or any signature is delivered by an e-mail which contains
a portable document format (.pdf) file of an executed signature page, such executed signature page shall create a valid and
binding obligation of the party executing it (or on whose behalf such signature page is executed) with the same force and
effect as if such executed signature page were an original thereof.


 


IN WITNESS WHEREOF, the parties hereto have
executed this Agreement by their duly · authorized officers or representatives.


 


		 	 
	YALE UNIVERSITY	 	CureVac AG
	By 	/s/ JENNIFER RAWLINGS	 	By	/s/ DimitrisVoliotis
	 	JENNlFER RAWLINGS	 	Title	Dr.DimitrisVoliotis
	Title 	CONTRACT MANAGER, SO/AOR

YALE UNIVERSITY

OFFICE OF SPONSORED PROJECTS	 	 	Chief Development Officer

CureVac
	Date 	7/9/2019	 	Date 	10-Jul-2019
	 	 	 	 
	Read and acknowledged:	 	 
	Principal Investigator	 	 
	/s/Geoffrey Chupp	 	/s/ CureVac AG
	 	 	CEO CUREVAZ AG
	 	 	7-10-2019