Exhibit 10.32


  


REDACTED


 



 Certain identified
information, indicated by [*****], has been excluded from the exhibit because it is both (i) not material
and (ii) would likely cause competitive harm if publicly disclosed.


 


CONFIDENTIAL


 








 


FIRST AMENDMENT TO


 


COLLABORATION


 


AND LICENSE


 


AGREEMENT


 


Dated 19 December 2019


 


BETWEEN


 


GENMAB B.V.


 


AND


 


CUREVAC AG


 






    	 



     


    

 


CONFIDENTIAL


 





FIRST
AMENDMENT TO COLLABORATION AND LICENSE AGREEMENT


 


This FIRST AMENDMENT TO
COLLABORATION AND LICENSE AGREEMENT ("First Amendment") is made the 2nd day of July 2020 ("First
Amendment Effective Date"), by and between:


 


Genmab B.V., KvK
no. 3016 9902, a Dutch corporation having its principal office at Uppsalalaan 15, 3584 CM Utrecht, the Netherlands ("Genmab");
and


 


CureVac AG, a German
corporation having its principal office at Paul-Ehrlich-Strasse 15, 72076 T0bingen, Germany ("CureVac").


 


(Genmab and CureVac are
sometimes hereinafter referred to collectively as the "Parties" or individually as a "Party")


 


RECITALS:


 


		A.	Genmab and CureVac entered into a Collaboration
                                         and License Agreement dated 19 December 2019 (the "Agreement");
                                         and



 


		B.	Under the Agreement the Parties committed
                                         to negotiate and enter into a clinical supply agreement within [*****] after the Effective Date of the Agreement.



 


		C.	Genmab and CureVac would like to extend
                                         the term for entering into such clinical supply agreement.



 


NOW, THEREFORE, in consideration
of the premises and the mutual covenants and agreements herein contained, and for good and valuable consideration the receipt
and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree to the following:


 


		1.	Except
                                         as otherwise defined herein, the words and phrases in the Agreement shall have the same
                                         meaning in this First Amendment.



 


		2.	The first sentence of Section 6.2
                                         of the Agreement is hereby deleted in its entirety and replaced with the following:



 


"6.2. No
later than [*****] the Parties will enter into a clinical
supply agreement and related agreements (including a quality agreement) according to which CureVac shall Manufacture
or have Manufactured for Genmab by an approved subcontractor under Section 5.11
or by a GMO approved by
Genmab, and will supply or have supplied to Genmab, Genmab's demand for the Single Antibody Product which is the subject of
the First Program Research Plan (whether related to the First Collaboration Target or any Replacement Target) to perform
Clinical Phase I Studies ("Early Clinical Supply Agreement"). [.. .]"


 


For avoidance
of doubt, the remainder of Section 6.2 of the Agreement shall remain in effect unchanged.


 


		3.	This First Amendment shall be subject to the same governing
                                         law as set forth in Section 17.4 of the Agreement.









 


		4.	Save
                                         as set forth in this First Amendment, all other terms and conditions of the Agreement
                                         shall remain in full force and effect.



 






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CONFIDENTIAL


 


		5.	This
                                         First Amendment may be signed in any number of counterparts with the same effect as
                                         if the signatures to each counterpart were upon a single instrument, and all such counterparts
                                         together shall be deemed an original of this First Amendment. 



 


IN WITNESS WHEREOF, the Parties hereto
have caused this First Amendment to be executed and delivered as of the First Amendment Effective Date.





 


	Genmab B.V.	 	CureVac AG
	 	 	 	 	 
	 	 	 	 	 
	By:	/s/ Birgitte Stephensen	 	By:	/s/ Daniel Babka
	 	 	 	 	2020.07.06
	 	 	 	 	 
	Name:	Birgitte Stephensen	 	Name:	/s/ Heike Wagenaar
	 	 	 	 	2020.07.06
	 	 	 	 	 
	Title:	Senior Vice President,	 	Title:	 
	 	IPR & Legal of Genmab A/S	 	 	 
	 	Authorized representative of Genmab B.V.	 	 	 


 


 









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