LICENCE AGREEMENT

A.

WHEREAS, CureVac is a biotechnology company that is a pioneer and technology leader in mRNA-based prophylactic and therapeutic approaches and discovers, designs and develops first- in-class mRNA therapies for the prevention and treatment of diseases with unmet medical need.

B.

WHEREAS, GSK is a world leading global healthcare company developing, manufacturing and commercialising innovative pharmaceuticals and vaccines.

C.

WHEREAS, GSK made an equity investment into CureVac pursuant to the terms of the investment and shareholders agreement dated July 17, 2020, and made a further equity investment in the course of CureVac’s public follow-on offering on February 10, 2023.

D.

WHEREAS, ▇▇▇▇▇▇▇ and GSK entered into a collaboration and licence agreement dated July 15, 2020, as amended and restated from time to time (CLA1) on collaborating in the research, development and commercialisation of prophylactic and therapeutic non-replicating mRNA based vaccines and antibodies targeting certain infectious disease pathogens, such pathogens among others not including SARS-CoV-2.

E.

WHEREAS, CureVac and GSK entered into a collaboration and licence agreement dated April 2, 2021, as amended and restated from time to time (CLA2) on collaborating in the research,

F.

WHEREAS, under an amendment and restatement deed dated 29 June 2024 between the Parties (the A&R Deed), the Parties have agreed to amend and restate CLA1 and CLA2 (as amended and restated) to simplify decision-making, re-align commercial and manufacturing obligations and restructure the relationship, on the terms set forth in this Agreement.

G.

WHEREAS, the Parties have entered into the Patent Assignments under which CureVac has assigned and transferred to GSK, and GSK has accepted and assumed from CureVac, the Assigned GSK Patents and the ###### Licence, and GSK has assigned and transferred to CureVac, and CureVac has accepted and assumed from GSK, the Assigned CureVac Patents (all capitalised terms as defined below).

H.

WHEREAS, the Parties acknowledge and agree that the payments and the deferred payment structure agreed under this Agreement are made in consideration for the rights and licences granted under this Agreement (including in Austria, Germany and Switzerland), the assignment of the Assigned GSK Patents and Assigned CureVac Patents, the enablement of GSK to use the Disclosed Know-How for any GSK Products in the Field and the other elements associated with the restructuring of the relationship between the Parties under this Agreement (all capitalised terms as defined below). Therefore, the Parties agree that the payment obligations under clause 4 apply irrespective ## ### ######################### ########## #################################################  and irrespective ################################################################ and that the payment obligations under clause 4 will survive termination of this Agreement (all capitalised terms as defined below).

I.

WHEREAS, the Parties further acknowledge and confirm that it is their joint understanding that the payments and the deferred payment structure of this Agreement was agreed specifically with a view to enabling GSK to Develop and Commercialise the GSK Products in the Field more quickly, thereby increasing competition on the market (all capitalised terms as defined below).

J.

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

1.

DEFINITIONS.

1.1

A&R Deed has the meaning set forth in the recitals.

1.2

Acquired Entity means, in the case of a Change of Control of a Party, an Affiliate of a Party or a Third Party, that Party, Affiliate or Third Party.

1.3

Acquired Entity Family means, in the case of a Change of Control of a Party, an Affiliate of a Party or a Third Party, the Acquired Entity and its Affiliates existing immediately prior to the closing of the Change of Control transaction, together with any of their subsidiaries (whether existing at closing or created after closing of the Change of Control transaction).

1.4

Acquiring Entity means, in the case of a Change of Control of a Party, an Affiliate of a Party or a Third Party, the successor in interest, resulting entity, assignee or purchaser, as applicable, of that Party, Affiliate or Third Party.

1.5

Acquiring Entity Family means, in the case of a Change of Control of a Party, an Affiliate of a Party or a Third Party, the Acquiring Entity and its Affiliates existing immediately prior to the closing of the Change of Control transaction, together with any of their subsidiaries (whether existing at closing or created after closing of the Change of Control transaction).

1.6

Additional Disclosure Letter has the meaning set forth in clause 9.9.

1.7

################################################################################################### ###############################################################################################################################################

1.8

Affiliate means any Person that controls, is controlled by, or is under common control with another Person. A Person will be regarded as under the control of another Person if the latter Person owns, or directly or indirectly controls, 50% or more of the voting stock or other ownership interest of the former Person, or if the latter Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the former Person or the power to elect or appoint 50% or more of the members of the governing body of the former Person, provided that regarding CureVac, “Affiliate” does not include Mr. ▇▇▇▇▇▇▇ ▇▇▇▇, dievini ▇▇▇▇ BioTech holding GmbH & ▇▇.▇▇ and/or any other companies controlled by Mr. ▇▇▇▇▇▇▇ ▇▇▇▇ and/or dievini ▇▇▇▇ BioTech holding GmbH & ▇▇.▇▇ that are not subsidiaries of CureVac.

1.9

Agreement has the meaning set forth in the preamble.

1.10

Antigen means any antigen, defined by its amino acid sequence, associated with a Pathogen, together with all Antigen Variants thereof.

1.11

Antigen List Rep means the representative of CureVac designated in writing as the “Antigen List Rep” by CureVac from time to time. As at the Effective Date, the Antigen List Rep is ##############################################

1.12

Antigen Variant means any variant of an Antigen, including the wild type, naturally occurring variants, engineered variants wherein modifications to the native amino acid sequence have been introduced (for example, mutated versions, derivatives or fragments), provided that any such variant possesses substantially similar biological activity to the naturally occurring antigen.

1.13

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

1.14

Assigned CureVac Patents means the Patent Rights assigned to CureVac under the CureVac Patent Assignment.

1.15

Assigned GSK Patents means the Patent Rights assigned to GSK under the GSK Patent and Contract Assignment.

1.16

Background Technology means the CureVac Background Technology and/or GSK Background Technology, as applicable.

1.17

######Agreement means the ################################################################### ####################

1.18

Brand IP has the meaning set forth in clause 2.4.1.

1.19

Breaching Party has the meaning set forth in clause 10.3.

1.20

Business Day means any day other than Saturday, Sunday, or any day that banks are authorised or required to be closed in Tübingen, Germany or Rixensart, Belgium.

1.21

Calendar Half Year means each successive period of six months ending on June 30 and December 31 of each Calendar Year; provided that the first Calendar Half Year under this Agreement will be the period beginning on the Effective Date and ending on the end of the Calendar Half Year in which the Effective Date is encompassed and the last Calendar Half Year of the Term will be the period beginning on January 1 or July 1, as applicable, and ending on the effective date of expiry or termination of this Agreement.

1.22

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

1.23

Calendar Year means each successive period of 12 months commencing on January 1 and ending on December 31; provided that the first Calendar Year under this Agreement will be the period beginning on the Effective Date and ending on the end of the Calendar Year in which the Effective Date is encompassed, and the last Calendar Year of the Term will be the period beginning on January 1 and ending on the effective date of expiry or termination of this Agreement.

1.24

Change of Control means a transaction in which a Party (or any direct or indirect shareholder(s), unitholder(s) or partner(s) together holding (directly or indirectly) over 50% of the voting rights attached to the shares, units or partnership interests in a Party): (i) sells, conveys or otherwise disposes of all or substantially all of the Party’s (or their indirect interest(s) in the Party’s) property, assets or business; or (ii) merges or consolidates with any other entity; or (iii) effects any other transaction or series of transactions; in each case, such that the ultimate direct or indirect shareholder(s), unitholder(s) or partner(s) of such Party immediately prior thereto, in aggregate, no longer own, directly or indirectly, beneficially or legally, more than 50% of the voting rights attached to the outstanding voting securities or capital stock of the surviving entity following the closing of such merger, consolidation, other transaction or series of transactions. For the avoidance of doubt, “Change of Control” shall not mean a transaction which, in the case of paragraph (ii) or (iii), results in a person owning, directly or indirectly, beneficially or legally, more than 50% of the voting rights attached to the outstanding voting securities or capital stock of the surviving entity and where there is an agreement or arrangement between that person (or any of its direct or indirect shareholders, unitholders or partners) and the relevant Party (or any of its direct or indirect shareholders, unitholders or partners) to reverse the effects of this transaction or to implement a further transaction so that the ultimate shareholders, unitholders or partners of the relevant Party immediately prior thereto will again own, directly or indirectly, beneficially or legally, more than 50% of the voting rights attached to the outstanding voting shares, units or partnership interests of the relevant Party or surviving entity.

1.25

Clearance Template means the template set forth in Exhibit 1.25.

1.26

Clinical Phase I Study means a study in humans which provides for the first administration to humans of a product, conducted in healthy volunteers or patients to obtain information on product safety, tolerability, pharmacological activity or pharmacokinetics, as more fully defined in 21 C.F.R. § 312.21(a) or the non-United States equivalent thereof. For the avoidance of doubt, a Clinical Phase I Study may generate sufficient data (if successful) to commence pivotal studies/Clinical Phase III Studies, but it shall not constitute a Clinical Phase II Study.

1.27

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

1.28

Clinical Phase III Study means a controlled, and usually multicentre, clinical study in humans of the efficacy and safety of a product, which is prospectively designed to demonstrate statistically whether such product is effective and safe for use in humans in the indication being investigated in a manner sufficient to submit an application to obtain Regulatory Approval to market such product, as further defined in 21 CFR §312.21I or the non-United States equivalent thereof.

1.29

Clinical Studies means all Clinical Phase I Studies, Clinical Phase II Studies and Clinical Phase III Studies, including pivotal studies.

1.30

CMC has the meaning set forth in clause 1.31.

1.31

CMC Development means all research and development activities conducted in respect of the Manufacture of GSK Products, including chemistry, manufacturing and control (CMC), creation of master and working cell banks, test method development and stability testing, process

1.32

CMO means a contract manufacturing organisation.

1.33

CoC Product has the meaning set forth in clause 2.9.

1.34

Combination Product means a product that is:

(i)

a single pharmaceutical formulation containing Drug Substances associated with a GSK Product and one or more other therapeutically or prophylactically active pharmaceutical ingredients ############;

(ii)

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

(iii)

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

1.35

Commercialisation means any and all activities directed to the preparation for sale of, offering for sale of, or sale of a GSK Product, including activities related to marketing, promoting, distributing, importing and exporting of GSK Products and interacting with Regulatory Authorities regarding any of the foregoing. For the avoidance of doubt, “Commercialisation” does not include the Manufacture of GSK Products. When used as a verb, to Commercialise and Commercialising means to engage in Commercialisation, and Commercialised has a correlative meaning.

1.36

Commercially Reasonable Efforts means, ################################################################ ################################################################################################### ################################################################################################### ################################################################################################### ################################################################################################### ################################################################################################### ################################################################################################### ################################################################################################### ################################################################################################### ################################################################################################### ##############################

1.37

Confidential Information means all Know-How, Development Data or other information of a Party, whether or not marked confidential or proprietary, including:

(i)

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

(ii)

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

1.38

Control means, with respect to any material, information or Intellectual Property right, that a Party(i) owns such material, information or Intellectual Property right, or (ii) has a licence to or right to use or grant access to such material, information or Intellectual Property right, in each case of (i) or (ii), without violating the terms of any agreement or other arrangement with a Third Party. Controls and Controlled have a correlative meaning.

1.39

Cover means, (i) with respect to a claim of a Patent Right, that such claim would be infringed, absent a licence, by the Development, Manufacture or Commercialisation of a GSK Product, or (ii) with regard to Know-How, that the use or disclosure of such Know-How without a licence would be actionable. Covered and Covering have a correlative meaning.

1.40

CRO means a contract research organisation or a contract development and manufacturing organisation.

1.41

CureVac Background Technology means all Patent Rights and Know-How Controlled by CureVac and its Affiliates at the Effective Date or generated or acquired by or on behalf of CureVac or its Affiliates during the Term outside the scope of this Agreement, including the Disclosed Know-How and excluding the Joint Technology IP.

1.42

CureVac Development Data means: (i) CMC development data (including records of manufactured batches); (ii) any non-clinical findings, results and other research data relating to the CureVac Products, in any format; (iii) the formal reports (such reports to include all methodological details) of preclinical studies, and Graphpad (if available) or Excel data files containing the data from such preclinical studies, such data in each case of (i), (ii) and (iii) required for the development, manufacture and commercialisation of the CureVac Products, including INDs and other regulatory filings and registration dossiers, or generated in the performance of the CureVac Programs.

1.43

CureVac Elements means mRNA, CureVac LNP, CVCM and other technology or information, each as described in the Disclosed Know-How or within the scope of the specifications of the CureVac Patent Rights (excluding any Invention or Know-How jointly owned by the Parties), and excluding Modified mRNA.

1.44

CureVac LNP means any LNP Covered by any CureVac Patent Rights.

1.45

CureVac Foreground Technology has the meaning set forth in clause 5.3.

1.46

CureVac Indemnified Parties has the meaning set forth in clause 9.1.

1.47

CureVac Licensed IP has the meaning set forth in clause 2.2.1.

1.48

CureVac Patent Assignment means the joint patent assignment agreement dated on or about the date of this Agreement between GSK, as assignor, and CureVac, as assignee.

1.49

CureVac Patent Right(s) means all Patent Rights within the CureVac Background Technology that are:

(i)

Controlled by CureVac or its Affiliates (A) as at the Effective Date and (x) listed in Exhibit 1.49 or (y) that are otherwise necessary for the Development, Manufacture or Commercialisation of a GSK Product (each, an Existing CureVac Patent Right), or (B) during the Term and that Cover Disclosed Know-How; and

(ii)

reissues, extensions, substitutions, confirmations, re-registrations, re-examinations, re- validations, patents of addition, supplementary protection certificates or the equivalents thereof, continuations, national phase entries, continuations-in-part and divisionals thereof of any Patent Right in limb (i) or any Patent Right claiming priority therefrom.

1.50

CureVac Product means the: (i) PIV/hMPV Products; and (ii) ExPEC Products.

1.51

CureVac Programs means any and all Development, Manufacturing and Commercialisation activities conducted by GSK and its Affiliates (prior to the Effective Date), and by CureVac, its Affiliates and sublicensees in respect of the CureVac Products.

1.52

CVCM means CureVac’s next generation mRNA delivery vehicle, also referred to as “CureVac Carrier Molecule™”, which is disclosed in patent family ######################################################################## that is appropriate for the formulation of Drug Substance.

1.53

CVnCoV means the vaccine named CVnCoV, Developed and Controlled by CureVac and targeting the SARS-CoV-2 Pathogen, which: ##################################################################################### #########################################################

1.54

Development means all research, non-clinical, and clinical testing and drug development activities conducted in respect of the GSK Products, including those necessary or reasonably useful or otherwise requested or required by a Regulatory Authority as a condition or in support of obtaining or maintaining Regulatory Approvals and to successfully Develop, Manufacture and Commercialise the GSK Products for use in the Field (including CMC Development, delivery system development, mRNA sequence optimisation, protein design, non-clinical testing, mechanism of action studies, toxicology, pharmacokinetics, clinical studies, regulatory affairs activities, statistical analysis and report writing, submission of documents, market research, pharmacoeconomic studies, and epidemiological/real world data studies). Development means

1.55

Development and Regulatory Milestone Event has the meaning set forth in clause 4.3.1.

1.56

Development and Regulatory Milestone Payment has the meaning set forth in clause 4.3.1.

1.57

Development Data means: (i) CMC Development data (including records of Manufactured batches); (ii) any non-clinical or clinical findings, results and other research data relating to the GSK Products, in any format; and (iii) the formal reports of preclinical toxicology studies and Clinical Studies, such data in each case of (i), (ii) and (iii) required for the Development, Manufacture and Commercialisation of the GSK Products, including INDs and other regulatory filings and registration dossiers.

1.58

Disclosed Know-How means all Know-How Controlled by CureVac or any of its Affiliates as at the Effective Date (including any Know-How licensed under the Existing In-Licences) that was shared or disclosed by CureVac or any of its Affiliates with GSK or any of its Affiliates prior to the Effective Date (or is shared or disclosed during any related transition or wind-down activities carried out pursuant to this Agreement and the TSA, or to the extent requested by GSK in writing pursuant to clause 3.3.2 as part of the TSA, in each case, as documented in writing in accordance with the process set out in the TSA), including the Know-How that was shared by CureVac through the filesharing sites listed in Exhibit 1.58.

1.59

Disclosing Party means: (i) in the case of CureVac, CureVac and its Affiliates; and (ii) in the case of GSK, GSK and its Affiliates.

1.60

Disclosure Letter has the meaning set forth in clause 9.4.

1.61

Dispute has the meaning set forth in clause 12.5.2.

1.62

Drug Substance means the active ingredient(s) of a GSK Product, being one or more mRNA molecules which contains the genetic information for the relevant Antigen(s).

1.63

Effective Date has the meaning set forth in the A&R Deed.

1.64

EMA means the European Medicines Agency.

1.65

Existing CureVac Patent Right has the meaning set forth in clause 1.49.

1.66

Existing Development Data means any Development Data existing as at the Effective Date or generated during the course of activities conducted under the TSA.

1.67

Existing ####### In-Licence means the patent rights licence agreement between CureVac and #####################################

1.70

ExPEC  Product  means  any  mRNA-Based  vaccine  targeting ####################################

1.71

FDA means the U.S. Food and Drug Administration.

1.72

Field means any and all prophylactic or therapeutic uses for the prevention, delay of onset or treatment of any disease in humans caused by any Influenza Pathogen or the SARS-CoV-2 Pathogen.

1.73

Financial Partner has the meaning set forth in clause 7.4.1(iv).

1.74

Finished Product means, for a given GSK Product, the final presentation of that GSK Product, as registered in the applicable Regulatory Approval.

1.75

First Commercial Sale means, on a GSK Product-by-GSK Product and country-by-country basis, the first sale of a GSK Product by or on behalf of GSK or its Affiliates or Sublicensees, such as but not limited to, sales to a Third Party wholesaler, pharmacy, outpatient clinic, inpatient clinic, hospital, dispensing physician or government agency in a given country after necessary Regulatory Approval has been granted with respect to that GSK Product in such country, provided that in the event of a sale of a GSK Product prior to Regulatory Approval #################################################### ################################################################################################### ################################################################################################### ################################################################################################### ################################################################################################### ################################################################################################### ################ For avoidance of doubt, any sale of a GSK Product by GSK to an Affiliate or Sublicensee or subcontractor is not a First Commercial Sale.

1.76

First-Gen COVID Product means (i) CVnCoV, and each vaccine Controlled by CureVac targeting the SARS-CoV-2 Pathogen that incorporates the First-Gen mRNA Construct (and not, for the avoidance of doubt, any other mRNA backbone), including vaccines modified to address ####################################################### and (ii) each vaccine that incorporates the First-Gen mRNA Construct (and not, for the avoidance of doubt, any other mRNA backbone) boosting the immune response from a primary vaccination with a First-Gen COVID Product or another vaccine targeting the SARS-CoV-2 Pathogen.

1.77

First-Gen mRNA Construct means the backbone (otherwise referred to as the non-coding region) of CVnCoV, further details of which are set out in the dossier forming part of each application for Regulatory Approval.

1.78

Foreground Technology means the CureVac Foreground Technology and/or GSK Foreground Technology, as applicable.

1.79

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

1.80

FTE Rate shall mean, for the period commencing on the Effective Date until such time as the Parties mutually agree otherwise, an annual rate of ###########. The FTE Rate shall include all fully loaded costs, including costs of salaries (including overtime), benefits, other employee costs, overhead and supporting general and administration allocations. CureVac may increase the FTE Rate for inflation on an annual basis based upon the percentage increase in the Consumer Price Index for Germany.

1.81

FTO Licence Notice has the meaning set forth in clause 2.9.2(ii).

1.82

FTO Licence Notice Period has the meaning set forth in clause 2.9.2(ii).

1.83

GMP III Manufacturing Facility means CureVac’s GMP manufacturing facility currently at

1.84

GMP IV Manufacturing Facility means CureVac’s GMP manufacturing facility currently at

1.85

Government Official (where “government” means all levels and subdivisions of governments, i.e. local, regional, national, administrative, legislative, executive, or judicial, and royal or ruling families) means: (a) any officer or employee of a government or any department, agency or instrumentality of a government (which includes public enterprises, and entities owned or controlled by the state); (b) any officer or employee of a public international organisation such as the World Bank or United Nations; (c) any officer or employee of a political party, or any candidate for public office; (d) any person defined as a government or public official under Applicable Law (including anti-bribery and corruption laws) and not already covered by any of the above; and/or (e) any person acting in an official capacity for or on behalf of any of the above. “Government Official” shall include any person with close family members who are Government Officials (as defined above) with the capacity, actual or perceived, to influence or take official decisions affecting a Party's business.

1.86

GSK Additional Patent means the Patent Rights set forth in Exhibit 1.86.

1.87

GSK Background Technology means the Patent Rights and Know-How Controlled by GSK at the Effective Date or generated or acquired by or on behalf of GSK during the Term outside the scope of this Agreement, excluding the Joint Technology IP.

1.88

GSK COVID Product means each GSK Product targeting the SARS-CoV-2 Pathogen, but excluding any First-Gen COVID Product and GSK Influenza COVID Product.

1.89

GSK COVID Program means any and all Development, Manufacturing and Commercialisation activities conducted by GSK, its Affiliates and Sublicensees in respect of GSK COVID Products.

1.90

GSK Foreground Technology has the meaning set forth in clause 5.3.

1.91

GSK Indemnified Parties has the meaning set forth in clause 9.2.

1.92

GSK Influenza COVID Product means each GSK Product targeting: (i) the SARS-CoV-2 Pathogen; and (ii) the Influenza Pathogen.

1.93

GSK Influenza COVID Program means any and all Development, Manufacturing and Commercialisation activities conducted by GSK, its Affiliates and Sublicensees in respect of GSK Influenza COVID Products.

1.94

GSK Influenza (Pre-)Pandemic Product means each GSK Product targeting the Influenza Pathogen, that has been designed specifically to target strains of an Influenza Pathogen with Influenza Pandemic Potential, but excluding any GSK Influenza COVID Product.

1.95

GSK Influenza (Pre-)Pandemic Program means any and all Development, Manufacturing and Commercialisation activities conducted by GSK, its Affiliates and Sublicensees in respect of GSK Influenza (Pre-)Pandemic Products.

1.96

GSK Influenza Product means a: (i) GSK Influenza Seasonal Product; (ii) GSK Influenza Universal Product; or (iii) GSK Influenza (Pre-)Pandemic Product.

1.97

GSK Influenza Seasonal Product means each GSK Product targeting the Influenza Pathogen, expected to require a seasonal adjustment of the included Antigen Variants in light of the WHO’s recommendations regarding the influenza virus strains expected to prevail in a given season, but excluding any GSK Influenza COVID Product.

1.98

GSK Influenza Seasonal Program means any and all Development, Manufacturing and Commercialisation activities conducted by GSK, its Affiliates and Sublicensees in respect of GSK Influenza Seasonal Products.

1.99

GSK Influenza Universal Product means each GSK Product targeting the Influenza Pathogen, offering broad protection over multiple years without an expected need for seasonal adjustment of the Antigen Variants included therein, but excluding any GSK Influenza COVID Product.

1.100

GSK Influenza Universal Program means any and all Development, Manufacturing and Commercialisation activities conducted by GSK, its Affiliates and Sublicensees in respect of GSK Influenza Universal Products.

1.101

GSK Licensed Patent means the Patent Rights set forth in Exhibit 1.101.

1.102

GSK Patent and Contract Assignment means the joint patent and contract assignment agreement dated on or about the date of this Agreement between CureVac, as assignor, and GSK, as assignee, which includes a transfer to GSK of the ######## Licence.

1.103

GSK Product Family means each of: (i) all GSK Influenza Seasonal Products; (ii) all GSK Influenza Universal Products; (iii) all GSK Influenza (Pre-)Pandemic Products; (iv) all GSK COVID Products; and (v) all GSK Influenza COVID Products. For the avoidance of doubt, each GSK Product Family includes all strain adjustments of any GSK Product in that GSK Product Family.

1.104

GSK Products means mRNA-Based vaccines targeting the GSK Targets, (A) which are Developed by or on behalf of GSK or any of its Affiliates or Sublicensees licensed under clause 2.2.2 and, on a country-by-country basis, in respect of which GSK or any of its Affiliates or Sublicensees

1.105

GSK Programs means any and all Development, Manufacturing and Commercialisation activities conducted by GSK, its Affiliates and Sublicensees in respect of the GSK Products, including the GSK COVID Program, GSK Influenza COVID Program, GSK Influenza (Pre-)Pandemic Program GSK Influenza Seasonal Program, and GSK Influenza Universal Program.

1.106

GSK Targets means: (i) the SARS-CoV-2 Pathogen; and (ii) the Influenza Pathogen.

1.107

ICMJE means the International Committee of Medical Journal Editors.

1.108

Improvement means any improvement made to any technology or Know-How licensed under this Agreement after the Effective Date.

1.109

IND means an investigational new drug application filed with, and accepted by, the FDA prior to beginning clinical trials in humans in the United States, or any comparable application to and acceptance by the Regulatory Authority of a country or group of countries other than the U.S. thereto, including EMA, prior to beginning clinical trials in humans in that country or in that group of countries.

1.110

Influenza Pandemic Potential means, in relation to an Influenza Pathogen, that it is either (i) listed in the WHO list of “Priority Diseases” (as amended from time to time) or such equivalent category as may be used by the WHO from time-to-time to denote viruses it considers to have pandemic potential, or (ii) designated by GSK in good faith as having the potential to cause a pandemic.

1.111

Influenza Pathogen means any influenza virus, including influenza A and influenza B.

1.112

Initiation means, with respect to a Clinical Study, the first administration of the first subject in such Clinical Study, and Initiated has a correlative meaning.

1.113

Intellectual Property means (i) copyright, Patent Rights, database rights and rights in trade marks, trade names, get-up, logos, trade dress, domain names, designs, Know-How, rights in inventions and confidential information (whether registered or unregistered or capable of registration); (ii) applications for registration for, and the right to apply for registration of, any of these rights; and

1.114

Invention means an invention or discovery, whether or not patentable, discovered, made, conceived and/or first reduced to practice after the Effective Date arising from the performance of activities under this Agreement.

1.115

IP Consultation Group has the meaning set forth in clause 6.11.

1.116

Joint Technology IP means any Intellectual Property jointly owned by GSK and CureVac and generated under CLA1 or CLA2 prior to the Effective Date, including the Patent Rights listed in Exhibit 1.116, excluding any Assigned GSK Patents and Assigned CureVac Patents. For the avoidance of doubt, as far as GSK and CureVac are aware, there are no “CureVac Inventions With GSK Contribution” or “GSK Inventions With CureVac Contribution” (as defined in CLA1) under CLA1 prior to the Effective Date.

1.117

Know-How means all technical, scientific and other information, inventions, discoveries, trade secrets, knowledge, technology, means, methods, processes, practices, formulae, instructions, skills, techniques, procedures, expressed ideas, technical assistance, designs, drawings, assembly procedures, computer programs, apparatuses, specifications, Development Data, results, non- clinical, clinical, safety, process and Manufacturing and quality control data and information (including trial designs and protocols), registration dossiers, in each case, solely to the extent not in the public domain.

1.118

Licensed LNP means the LNP that is Controlled by CureVac as at the Effective Date pursuant to the LNP Agreements.

1.119

Licensed LNP IP means the Patent Rights and Know-How licensed pursuant to the LNP Agreements and sublicensed to GSK by CureVac.

1.120

Licensed Other IP means the Patent Rights and Know-How licensed pursuant to the Existing ######## In-Licence and Existing ######## Technology In-Licence, and sublicensed to GSK by CureVac.

1.121

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

1.122

LNP Agreements means the non-exclusive licence agreement between CureVac and ######################## and the non-exclusive licence agreement between CureVac and #############################

1.123

LNP Licence has the meaning set forth in clause 2.2.3.

1.124

LNP Provider means #########################

1.125

Major Markets means ########################################

1.126

Manufacture means all manufacturing operations (including for Drug Substance, drug product, fill and finish, packaging and labelling) for GSK Products, including all activities related to the preparation and use of master and working cell banks, making, production, processing, purifying,

1.127

Marketing Approval means, in respect of a GSK Product in a country, the Regulatory Approval(s) required to place that GSK Product on the market in that country.

1.128

Material means each material listed in Exhibit 3.3.3.

1.129

Modified mRNA means an mRNA in which ##############################################################
#############################################################################################################################################.

1.130

mRNA means a replicating or non-replicating polynucleotide ############################################# that is capable of directing the cellular machinery of a cell to produce polypeptide and a ################################### and contains cytosine, guanine, uracil and adenine nucleosides or chemically modified analogues thereof such as Modified mRNA.

1.131

mRNA-Based means, with respect to a vaccine, that the vaccine Antigen is encoded by one or more mRNAs.

1.132

Negotiation Period has the meaning set forth in clause 2.9.2(ii)(B).

1.133

Net Sales means the gross invoice price of any GSK Product sold by GSK, its Affiliates or Sublicensees directly to a Third Party, less the following deductions if and to the extent such deductions to unaffiliated entities are actually allowed and granted:

1.134

Non-Breaching Party has the meaning set forth in clause 10.3.

1.135

Non-Payment Dispute has the meaning set forth in clause 12.5.4.

1.136

Party means CureVac or GSK, as applicable (together, the Parties).

1.137

Patent Assignments means the GSK Patent and Contract Assignment and the CureVac Patent Assignment.

1.138

Patent Challenge means, in respect of a Patent Right, an action in a court of competent jurisdiction challenging the validity, enforceability, or patentability of that Patent Right.

1.140

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

1.141

Pathogen means any infectious disease-causing agent such as a virus, bacterium, fungus, protozoan or other type of microorganism.

1.142

Pathogen Combination Product means each mRNA-Based vaccine targeting one or more GSK Targets and one or more Pathogens that are not GSK Targets.

1.143

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

1.144

PIV/hMPV Product means any mRNA-Based vaccine #################################################.

1.145

Pre-Contractual Statement has the meaning set forth in clause 12.7.3.

1.146

Quality Agreement means a quality agreement between CureVac and GSK setting out further administrative, technical and quality provisions regarding the Manufacture and supply of a GSK Product (or intermediary version thereof) for Development or Commercialisation purposes, as applicable.

1.147

Receiving Party means: (i) in the case of GSK, CureVac and its Affiliates; and (ii) in the case of CureVac, GSK and its Affiliates.

1.148

Regulatory Approval means any and all approvals (including supplements, amendments, pre- and post-approvals, pricing and reimbursement approvals), licences, registrations or authorisations (including marketing and labelling authorisations) of any national, supra-national, regional, state or local Regulatory Authority, department, bureau, commission, council or other governmental entity, that are necessary for the Development, registration, Manufacture (including formulation), distribution, use, sale, import or export of a GSK Product in a given jurisdiction.

1.149

Regulatory Authority means any competent regulatory or governmental authority which regulates any aspect of the Development, Manufacturing or Commercialisation of a GSK Product, including those specifically referred to in this Agreement.

1.150

Regulatory Exclusivity means, on a country-by-country and GSK Product-by-GSK Product basis, an additional protection, other than patent protection, granted by a Regulatory Authority that confers an exclusive period during which GSK or its Affiliates or Sublicensees have the exclusive right to market or sell a GSK Product in such country through a regulatory exclusivity right (e.g., new use or indication exclusivity, new formulation exclusivity, orphan drug exclusivity, paediatric exclusivity, or any applicable data exclusivity), provided that regulatory exclusivity will only be deemed to exist in a country if (i) Applicable Laws, and the guidance, policies and practice of the competent Regulatory Authority allow other mRNA-Based products to qualify as generic or biosimilar versions of a GSK Product; and (ii) as a result, absent or after the expiry of the regulatory exclusivity right, such mRNA-Based products can enter the market of the country in question with substantially lower development investment.

1.151

Regulatory Intervention means, in respect of a GSK Program, if: ################################################################################################### ################################################################################################### ################################################################################################### ################################################################################################### ################################################################################################### ###################################################################################.

1.152

Relevant US Patents means the patents set forth in Exhibit 1.152.

1.153

Requesting Party has the meaning set forth in clause 3.3.1(ii).

1.154

Royalty Term has the meaning set forth in clause 4.2.2.

1.155

Safety Reason means, in respect of a GSK Program, ################################################################################################### ################################################################################################### ################################################################################################### ################################################################################################### ##################################

1.156

Sales Milestone Event has the meaning set forth in clause 4.3.2.

1.157

Sales Milestone Payment has the meaning set forth in clause 4.3.2.

1.158

Sanctions & Trade Controls has the meaning set forth in clause 8.3.

1.159

SARS-CoV-2 Pathogen means the virus known as SARS-CoV-2.

1.160

Signing Date has the meaning set forth in the A&R Deed.

1.161

Specified CureVac Patents means the Patent Rights listed in Exhibit 1.161.

1.162

####### Licence means the non-exclusive licence agreement between CureVac and ################################################################################################### ########################

1.163

Sublicensee means any Third Party licensee that obtains rights to the CureVac Licensed IP under a sublicence granted by GSK, its Affiliates or another Sublicensee, in each case, in accordance with clause 2.

1.165

Term has the meaning set forth in clause 10.1.

1.166

Territory means the entire world.

1.167

Third Party means any Person, other than the Parties and their respective Affiliates.

1.168

Third Party Product means mRNA-Based vaccines targeting the GSK Targets that are not GSK Products or First-Gen COVID Products.

1.169

TSA has the meaning set forth in clause 3.3.1(i).

1.170

Undisputed Amount has the meaning set forth in clause 4.5.2.

1.171

Valid Claim means, in respect of a Patent Right, either (a) a claim of an issued and unexpired patent that has not been revoked or held permanently unenforceable, unpatentable or invalid by a decision of a court or other governmental agency of competent jurisdiction, unappealable or unappealed within the time allowed for appeal, and which has not been found or admitted to be abandoned, disclaimed, denied, invalid or unenforceable through re-examination, reissue or disclaimer or otherwise, or (b) a claim of a pending patent application for which that application has not been pending for more than ##### from the date of its priority filing date and which claim has not been irretrievably revoked, irretrievably cancelled, irretrievably withdrawn, held invalid or abandoned by a patent office, court or other governmental agency of competent jurisdiction in a final and non-appealable judgment (or judgment from which no appeal was taken within the allowable time period), or finally determined to be unallowable in a decision from which an appeal cannot or can no longer be taken. For clarity, a claim of an issued patent that ceased to be a Valid Claim before it issued because it had been pending too long, but subsequently issues and is otherwise described by (a), shall again be considered to be a Valid Claim once it issues. The same principle shall apply in similar circumstances such as if, for example (but without limitation), a final rejection of a claim is overcome.

1.172

VAT and Indirect Taxes means any value added, sales, purchase, turnover or consumption tax as may be applicable in any relevant jurisdiction, including but not limited to value added tax chargeable under legislation implementing Council Directive 2006/112/EC.

1.173

WHO means the World Health Organisation.

1.174

WIPO has the meaning set forth in clause 12.5.3.

1.175

Interpretation

(i)

a paragraph, clause, or exhibit is a reference to a paragraph, clause, or exhibit to this Agreement;

(ii)

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

(iii)

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

(iv)

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

(v)

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

(vi)

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

(vii)

any reference to “demonstrable” costs and expenses means those costs and expenses can be evidenced in writing.

2.

LICENCES; EXCLUSIVITY.

2.1

CLA amendment. On the Effective Date, CLA1 and CLA2 will be amended and restated on the terms set out in this Agreement.

2.2

Licence grants to GSK.

2.2.1

Exclusive licence under CureVac Licensed IP. Subject to the terms and conditions of this Agreement (including clause 6.13) and subject to the disclosures as set forth in the Disclosure Letter, on a GSK Product-by-GSK Product basis, CureVac hereby grants to GSK, and GSK hereby accepts: (i) a worldwide, non-transferable (except in accordance with clause 12.1), royalty-free, sublicensable (through multiple tiers, subject to clause 2.2.2), exclusive licence to use (x) the CureVac Patent Rights, (y) the Disclosed Know- How and (z) CureVac’s interest in the Joint Technology IP (together, the CureVac Licensed IP) for the Development and Manufacture of the GSK Products for use in the Field in the Territory; and (ii) a worldwide, royalty-bearing, sublicensable (through multiple tiers, subject to clause 2.2.2), exclusive licence to use the CureVac Licensed IP for the Commercialisation of the GSK Products for use in the Field in the Territory. Subject to the disclosures as set forth in the Disclosure Letter, and subject to clause 6.13, the licence granted under this clause 2.2.1 will be exclusive as to Third Parties and to CureVac and its Affiliates, provided that CureVac and its Affiliates retain the rights set forth in clause 3.3.3.

2.2.2

Sublicensing requirements (GSK Products). In respect of any sublicence to a Third Party under clause 2.2.1, GSK shall: :################################################################################## ############################################################################################ ############################################################################################ ############################################################################################ ######################################################################################; ##### ############################################################################################ ##################################################### CureVac acknowledges that all information provided to CureVac by GSK under this clause 2.2.2 shall be deemed Confidential Information of GSK and shall be subject to the terms and conditions of clause 7. For the avoidance of doubt, ############################################################################################ ############################################################################################ ##################

2.2.3

Licence under Licensed LNP IP. Subject to the terms and conditions of this Agreement, the terms and conditions set forth in Exhibit 2.2.3, and subject to the disclosures as set forth in the Disclosure Letter, on a GSK Product-by-GSK Product basis, CureVac hereby grants to GSK, and GSK hereby accepts: (i) a worldwide, royalty-free, non-exclusive sublicence under the LNP Agreements to use the Licensed LNP IP for the Development and Manufacture of the GSK Products for use in the Field in the Territory; and (ii) a worldwide, royalty-bearing, non-exclusive licence to use the Licensed LNP IP for the Commercialisation of the GSK Products for use in the Field in the Territory (LNP Licence). Within ##### following the Effective Date, the Parties will agree on a redacted copy of this Agreement (excluding any commercially confidential information) that CureVac can provide to the LNP Provider in accordance with its obligations under the LNP Agreements. GSK shall have the right to sublicence its rights under this clause 2.2.3 to any of its Affiliates and Third Parties for GSK Products, in accordance with the LNP

2.2.4

Licence under Existing #####   In-Licence and Existing ##### Technology In- Licence. Subject to the terms and conditions of this Agreement, and subject to the disclosures as set forth in the Disclosure Letter, on a GSK Product-by-GSK Product basis, CureVac hereby grants to GSK, and GSK hereby accepts: (i) a worldwide, royalty-free, non-exclusive sublicence under the Existing ##### In-Licence and Existing Technology In-Licence to use the Licensed Other IP for the Development and Manufacture of the GSK Products for use in the Field in the Territory; and (ii) a worldwide, royalty-free, non-exclusive sublicence to use the Licensed Other IP for the Commercialisation of the GSK Products for use in the Field in the Territory. GSK shall have the right to sublicence its rights under this clause 2.2.4 to any of its Affiliates and Third Parties for GSK Products, in accordance with the Existing ##### In-Licence and Existing  #####  Technology In- Licence. For the avoidance of doubt, this clause 2.2.4 will not restrict GSK or any of its Affiliates to subcontract any of its Development or Manufacturing activities to a CRO, CMO or other service provider of GSK or its Affiliate in accordance with the Existing ##### In-Licence and Existing  ##### Technology In-Licence.

2.2.5

Existing In-Licences. Unless and until, in respect of the LNP Agreements, it receives a notice from GSK pursuant to clause 2.7, CureVac undertakes to GSK that:

(i)

it shall maintain and comply with each Existing In-Licence; and

(ii)

it shall not terminate any Existing In-Licence without prior written consent of GSK (not to be unreasonably withheld). Any amendment to an Existing In-Licence made after the Effective Date shall not adversely affect the rights or increase the obligations of GSK or CureVac under this Agreement.

2.2.6

Antigen clearance. If GSK decides to add or change one or more target Antigen(s), other than the primary vaccine Antigen(s) set forth in Exhibit 2.2.3, of a GSK Product in accordance with clause 4.2 of the applicable LNP Agreement, GSK may request in writing that CureVac performs an Antigen clearance under the LNP Agreement(s) and then:

(i)

GSK shall provide all information required to perform such clearance by using the Clearance Template;

(ii)

within                        following receipt of such information from GSK, the Antigen List Rep shall perform an Antigen clearance under the LNP Agreement(s) in accordance with the LNP Agreement(s) to inquire whether such Antigen(s) is/are available for licensing; and

(iii)

within             upon receipt of the confirmation from the LNP Provider that the additional Antigen(s) is/are available for licensing, CureVac shall secure the LNP Licence for such additional Antigen(s) and               
###############################                                Upon amendment of the LNP Agreement(s) to include reference to such additional Antigen(s) in accordance with the terms of the LNP Agreement(s), such additional Antigen(s)

2.2.7

Pathogen Combination Products. Notwithstanding any other provision in this Agreement, GSK may target additional Pathogen(s) or Antigen(s) that are not GSK Targets in a Pathogen Combination Product, provided that nothing in this Agreement operates as a licence to GSK under the CureVac Licensed IP and CureVac Background Technology outside the Field.

2.2.8

Limitation to Field. GSK acknowledges that nothing under this Agreement grants GSK the right to use or otherwise exploit, or for its Affiliates and Sublicensees to use or otherwise exploit, the CureVac Patent Rights, the LNP Agreements or the Disclosed Know-How outside the Field. For the avoidance of doubt, this clause 2.2.8 does not prevent GSK from using any Know-How comprised in the Joint Technology IP in accordance with clause 2.3.1.

2.2.9

Information in the public domain. For the avoidance of doubt, nothing in this clause 2.2, or any other provision of this Agreement (including clause 7), shall limit the right of GSK to use or permit any Third Party to use any technical, scientific and other information, inventions, discoveries, trade secrets, knowledge, technology, means, methods, processes, practices, formulae, instructions, skills, techniques, procedures, expressed ideas, technical assistance, designs, drawings, assembly procedures, computer programs, apparatuses, specifications, Development Data, results, non-clinical, clinical, safety, process and Manufacturing and quality control data and information (including trial designs and protocols), or registration dossiers, in each case, which, from time to time: (i) are in the public domain by use and/or publication, or enter the public domain, through no fault of GSK or its Affiliates, on and from the date they are in the public domain; (ii) are lawfully disclosed to GSK or its Affiliates by a Third Party; or (iii) were developed by GSK independently without use of or access to the Disclosed Know-How.

2.3

Cross-licences under Joint Technology IP.

2.3.1

GSK shall have the right to use, and grant non-exclusive licences and sublicences (through multiple tiers) under, the Joint Technology IP for any and all purposes. Without prejudice to clause 2.2.1, CureVac hereby grants to GSK, and GSK hereby accepts, a worldwide, royalty-free, perpetual, sublicensable (through multiple tiers), non-exclusive licence under CureVac’s interest in the Joint Technology IP, including Know-How comprised in Joint Technology IP, for any and all purposes.

2.3.2

CureVac shall have the right to use, and grant non-exclusive licences and sublicences (through multiple tiers) under, the Joint Technology IP for any and all purposes, subject to the licence granted to GSK under clause 2.2.1. GSK hereby grants to CureVac, and CureVac hereby accepts, a worldwide, royalty-free, perpetual, sublicensable (through multiple tiers), non-exclusive licence under its interest in the Joint Technology IP, including Know-How comprised in Joint Technology IP, for any and all purposes, subject to the licence granted to GSK under clause 2.2.1.

2.4

Brand IP.

2.4.1

GSK responsibility. As between the Parties, GSK shall be solely authorised to determine the brand, trade name, logo and trade dress under which the GSK Products are Commercialised (Brand IP).

2.4.2

Restrictions. CureVac shall not, and shall procure that its Affiliates will not, during the Term: (i) use or attempt to use any marks, brands or trade dress identical or confusingly similar to those covered by the Brand IP of GSK or its Affiliates; (ii) register or attempt to register or procure the registration anywhere in the world of any mark as a trade mark for any goods or services or as a domain name that is the same as or confusingly similar to the Brand IP for the Finished Products; (iii) challenge the ownership of the Brand IP belonging to GSK or its Affiliates, except if Brand IP is prosecuted in breach of this Agreement; or (iv) register or attempt to register or procure the registration of or use any mark or domain name that incorporates the letters ####### either as a prefix or a suffix for use in connection with a pharmaceutical product. This clause 2.4.2 and the covenants set forth herein shall not apply to a Third Party (or such Third Party’s Affiliate) that becomes an Affiliate of CureVac solely as a result of a Change of Control.

2.5

Documents and declarations. Each Party shall execute all documents, give all declarations regarding the licences granted hereunder and reasonably cooperate with any other Party to the extent such documents, declarations and/or cooperation are required or desirable for the recording or registration of the licences granted hereunder at the various patent offices in the Territory.

2.6

Product composition. For the avoidance of doubt, GSK shall be solely responsible for (and shall have sole decision-making rights for) the composition of a GSK Product, including adding or changing Antigens or Antigen Variants, as well as the primary vaccine Antigen. For the avoidance of doubt, subject to clause 2.2.6,##################################################################################################################################################################                           

2.7

Replacement LNP licence. If GSK obtains any licence from the LNP Provider in substitution for any licence obtained by CureVac under an LNP Agreement, GSK may notify CureVac in writing and CureVac may terminate that licence under the relevant LNP Agreement. As at the effective date of termination of that licence under the relevant LNP Agreement (and, in any event, no later than  ###### after the date GSK notifies CureVac under this clause 2.7), GSK’s licence under clause 2.2.3 in respect of that licence under the relevant LNP Agreement will terminate and clause 4.2.6 will take effect.

2.8

Sublicensing right for Third Party Products.

2.8.1

Non-exclusive licence under CureVac Patent Rights and Joint Technology IP. Subject to the terms and conditions of this Agreement (including clauses 4.2.10 and 6.13), CureVac hereby grants to GSK, and GSK hereby accepts, an exclusive, non-transferable (except in accordance with clause 12.1), worldwide licence to grant Third Parties a non-exclusive sublicence to use (i) the CureVac Patent Rights and (ii) CureVac’s interest in the Joint Technology IP for the Development, Manufacture and Commercialisation of Third Party Products for use in the Field in the Territory, provided that, without prejudice to clause

2.8.2

Sublicensing requirements (Third Party Products). In respect of any sublicence to a Third Party under clause 2.8.1, GSK shall: (i) ensure ##############################################################          ################### ###########################################              and (ii) send to CureVac ############################################################## , subject to the reasonable redaction of confidential information. CureVac acknowledges that all information provided to CureVac by GSK under this clause 2.8.2 shall be deemed Confidential Information of GSK and shall be subject to the terms and conditions of clause 7.

2.9

Mergers and acquisitions. If there is a Change of Control of GSK, or if GSK or any of its Affiliates is the Acquiring Entity of a Third Party, and the Acquiring Entity Family or the Acquired Entity Family, as applicable, owns or controls any Third Party Product(s) prior to the closing of that Change of Control transaction (each, a CoC Product), the following will apply with respect to any such CoC Product:

2.9.4

GSK shall notify CureVac within ####### upon the closing of a Change of Control transaction, of ###### ############################################################################################ #          If there is a Dispute between the Parties as to whether the development, manufacture or commercialisation of a CoC Product is ###############################                                   ########################, such Dispute ##############################################################                             #### ############################################################################################ ############################################################################################ ###########################################################################################                                      .

2.10

No implied licences. Nothing in this Agreement shall be deemed to constitute the grant of any licence or other right to a Party in respect of any technology of any other Party, except as expressly set forth herein, and no licence rights shall be created hereunder by implication, estoppel or otherwise. No Party shall represent to any Third Party that it enjoys, possesses, or exercises any proprietary or property right or otherwise has any other right, title or interest in the technology of any other Party except for such rights as are expressly set forth herein. Any rights of a Party not expressly granted to any other Party under the provisions of this Agreement shall be retained by such Party.

2.11

CureVac Programs.

(i)

Transition. No later than ######  after the Effective Date, CureVac shall, jointly with GSK, develop a transition plan which provides for an orderly and cost-effective transition of, and which sets forth the responsibilities and a timetable for transferring, all development activities or responsibilities ongoing at the Effective Date to CureVac or a Third Party selected by CureVac for the CureVac Programs (the Transition Plan). Each Party will bear its own costs to agree and implement the Transition Plan.

(ii)

Reversion of rights. Without prejudice to clause 5.1, all of CureVac’s rights to the CureVac Background Technology, the Licensed LNP IP and the Licensed Other IP relating to the CureVac Programs shall automatically revert back to CureVac at the Effective Date.

(iii)

Transfer of Development Data relating to CureVac Programs. Upon the request of CureVac, GSK shall provide to CureVac a complete copy of all CureVac Development Data Controlled by GSK (to be provided in original form) and access to all other Know- How in GSK’s possession or under its Control relating specifically to the CureVac Programs prior to the Effective Date, such Development Data and other Know-How to be provided within ###### of such request.

(iv)

GSK licence to CureVac. On a CureVac Program-by-CureVac Program and country-by- country basis, effective from the Effective Date, GSK grants to CureVac: (A) an exclusive, non-transferable (except in accordance with clause 12.1), fully paid-up (through the rights and licences granted under this Agreement), perpetual and worldwide licence (with the right to sublicense in multiple tiers) under GSK’s interest in the Joint Technology IP, and Know-How comprised in Joint Technology IP for the development, manufacture and commercialisation of the CureVac Products developed under CLA1 in the Territory and the CureVac Development Data provided to CureVac under clause 2.11(iii); (B) a non- exclusive, non-transferable (except in accordance with clause 12.1), fully paid-up (through the rights and licences granted under this Agreement), perpetual and worldwide licence (with the right to sublicense in multiple tiers) under GSK’s interest in the Joint Technology IP, and Know-How comprised in Joint Technology IP for the development, manufacture and commercialisation of other CureVac Products in the Territory and the CureVac Development Data provided to CureVac under clause 2.11(iii); and (C) a non-exclusive, fully paid-up (through the rights and licences granted under this Agreement), perpetual and worldwide licence (with the right to sublicense in multiple tiers) under the GSK Licensed Patents, for the development, manufacture and commercialisation of the CureVac Products in the Territory.

(v)

Additional GSK licence to CureVac. On a CureVac Product-by-CureVac Product and country-by-country basis, if any GSK Additional Patent is necessary to develop, manufacture or commercialise a CureVac Product in a country in the Territory, CureVac shall notify GSK. If GSK agrees that GSK Additional Patent is necessary to develop, manufacture or commercialise that CureVac Product in that country, GSK###############################                     ############################################## ######################################################################################                     

2.12

CLA1 and CLA2 Know-How. The Parties agree that Exhibit 2.12 is an index of documents from the filesharing sites (as listed in Exhibit 1.58) used by the Parties in the conduct of CLA1 and CLA2 prior to the Signing Date, which includes certain Know-How shared by each of the Parties (including Disclosed Know-How shared by CureVac) and certain Know-How jointly developed by the Parties, as well as other information and documents used or generated in the conduct of CLA1 and CLA2 prior to the Signing Date. Each Party agrees to keep the contents of those filesharing sites controlled by that Party in accordance with its normal business practices for document retention, and in any case for no less than ###### from the Signing Date.

3.

DEVELOPMENT, MANUFACTURING AND COMMERCIALISATION.

3.1

GSK sole responsibility for Development. As between the Parties, at its own cost and expense, GSK shall be solely responsible for (and shall have sole decision-making rights for) all Development activities for each GSK Program in its sole discretion. GSK has the sole right, by itself or through any Third Party, to prepare and file all regulatory applications, and shall own all Regulatory Approvals and be responsible for all decisions in connection with, the Regulatory Approvals, for each GSK Program. GSK shall be solely responsible for all regulatory interactions, including written communications and meetings with Regulatory Authorities, and safety management for each GSK Program. For the avoidance of doubt, from the Effective Date, CureVac has no further obligations to fund or conduct any Development activities for any GSK Program or to support the conduct of any Development activities for any GSK Program, except to the extent expressly set out in the TSA.

3.2

GSK diligence. GSK shall use its Commercially Reasonable Efforts to: (i) secure biologics licensing from ################ for ############### targeting an Influenza Pathogen and ######### targeting a SARS-CoV-2 Pathogen under the GSK Programs in #########, and (ii) ##################################  #################################### ##########################################, provided that GSK’s Commercially Reasonable Efforts with respect to a SARS-CoV-2 Pathogen may be achieved by a #################################.

3.3

Transitional and wind-down activities relating to GSK Programs; Existing Development Data.

3.3.1

Transition. Within ########## following the Effective Date, GSK and CureVac (each acting reasonably and in good faith) shall negotiate and agree:

(i)

a transitional services agreement with a maximum term ############################## that provides for:#################################################################################### ####################################################################################### ####################################################################################### #######################################################################################

(ii)

on the reasonable request of, and at the cost and expense of, a Party (the Requesting Party), the other Party will provide a copy of tangible embodiments (if any) of the Joint Technology IP (other than the Existing Development Data) in its possession, where such tangible embodiments (if any) are not already in the possession of the Requesting Party, as part of the TSA; and

(iii)

if required, a Quality Agreement related to any services provided as part of the TSA.

3.3.2

Transfer by CureVac of Existing Development Data relating to GSK Programs. GSK shall have the right to request in writing, as part of the TSA, a complete copy of any and all Existing Development Data Controlled by CureVac and its Affiliates to be provided in original form, such Existing Development Data to be provided within ######### of such request.

3.3.3

Provision of access by GSK to Existing Development Data relating to GSK Programs. Within ######## following the Effective Date, GSK shall provide to CureVac a copy of Existing Development Data Controlled by GSK as specifically identified in Exhibit 3.3.3. CureVac shall have the right and fully paid-up, perpetual, sublicensable (through multiple tiers) licence under the CureVac Licensed IP and the Assigned GSK Patents to use the Existing Development Data and the Materials specifically identified in Exhibit 3.3.3 solely for the purposes set out in Exhibit 3.3.3.

3.4

GSK sole Manufacturing and Commercialisation responsibility. As between the Parties, at its own cost and expense, GSK shall be solely responsible for (and shall have sole decision-making rights for) all Manufacturing and Commercialisation activities for each GSK Program, whether conducted itself or through any Third Party, in its sole discretion. For the avoidance of doubt, from the Effective Date, CureVac has no further obligations to fund or conduct any Manufacturing or Commercialisation activities for any GSK Program, including reservation of capacity at its facilities.

3.5

Pharmacovigilance agreement. Within ######### following the Effective Date, GSK and CureVac (each acting reasonably and in good faith) shall negotiate and agree a pharmacovigilance agreement to outline the safety responsibilities and activities of each Party and address the exchange of safety data between the Parties to the extent required by Applicable Law. The Parties agree that this pharmacovigilance agreement will supersede the pharmacovigilance agreements dated 21 December 2021 and 2 March 2022.

3.6

GSK reporting. For each GSK Program:

3.6.1

for each Calendar Quarter following ########################################, GSK shall provide CureVac within ################ after the end of that Calendar Quarter a written report that summarises the progress of the Development activities conducted by GSK, its Affiliates and Sublicensees for each GSK Program, in each case, in the Major Markets in that Calendar Quarter, including #############################################; and

3.6.2

for each Calendar Half Year following the date #######################################################  (following which, for the avoidance of doubt, CureVac will continue to receive the reports provided under clause 4.2.12 during the Royalty Term), GSK shall provide CureVac within ###### after the end of that Calendar Half Year a written report that summarises the progress of the Commercialisation activities conducted by GSK, its Affiliates and Sublicensees for the relevant GSK Program in those Major Markets in that Calendar Half Year.

4.

CONSIDERATION AND PAYMENTS.

4.1

Upfront payment. In partial consideration for the rights and licences granted to GSK under this Agreement, GSK shall pay to CureVac a non-refundable and non-creditable fee in the amount of four hundred million Euro (EUR 400,000,000) within ############### after GSK’s receipt of an invoice of the respective amount from CureVac.

4.2

Royalties.

4.2.1

Royalty rates (GSK Products). As partial consideration for the rights and licences granted to GSK under this Agreement, GSK shall pay royalties to CureVac in the amounts set forth below:

(i)

GSK Influenza Products. GSK shall pay to CureVac the following royalties on Net Sales by GSK, its Affiliates and Sublicensees in each Calendar Quarter of all GSK Influenza Products:

(ii)

GSK COVID Products and GSK Influenza COVID Products. GSK shall pay to CureVac the following royalties on Net Sales by GSK, its Affiliates and Sublicensees in each Calendar Quarter of all GSK COVID Products and GSK Influenza COVID Products:

4.2.2

Royalty Term. Subject to clause 4.2.5, for each GSK Product Family, on a country-by- country basis, GSK’s royalty obligations as set forth in this clause 4.2 will begin on the date of the First Commercial Sale of any GSK Product from that GSK Product Family in that country, and will expire, on a country-by-country and GSK Product-by-GSK Product basis, upon the later to occur of:

(i)

the expiry of the last to expire Valid Claim of any Patent Rights comprised in the CureVac Licensed IP (other than the Specified CureVac Patents) or Assigned GSK Patents Covering that GSK Product in that country;

(ii)

the earlier of (A) expiry of Regulatory Exclusivity for that GSK Product in such country and (B) ###### following the First Commercial Sale of that GSK Product in that country; or

(iii)

######## following the First Commercial Sale of that GSK Product in that country, irrespective #######################################################################, and irrespective ####################################################################################################;

4.2.3

Exhaustiveness. Except as set forth otherwise in this Agreement, the royalty shall be the exhaustive consideration for the prosecution and maintenance by CureVac of the CureVac Licensed IP, and the maintenance of LNP Agreements and the other Existing In-Licences, and CureVac or its Affiliates (as applicable) shall be responsible for the payment of any royalties, fees, costs or expenses under the Existing In-Licences. For the avoidance of doubt, GSK shall be responsible for obtaining, at its own cost and expense, any licence from a Third Party required for the GSK Programs that is not included within the Existing In-Licences, subject to GSK’s right to offset in accordance with clause 4.2.7.

4.2.4

No Valid Claim reduction. During the applicable Royalty Term and on a country-by- country and GSK Product-by-GSK Product basis, the royalty rate for a GSK Product in a country, as determined pursuant to clause 4.2.1, will be reduced by the applicable percentage set out below:

4.2.5

Post-Royalty Term royalty for Licensed LNP IP. If, after the expiry of the applicable Royalty Term, on a country-by-country and GSK Product-by-GSK Product basis, a GSK Product is Covered by a Valid Claim of any Patent Rights comprised in the Licensed LNP IP in that country, subject to clause 2.7, GSK shall pay to CureVac the following royalties on Net Sales by GSK, its Affiliates and Sublicensees in each Calendar Quarter:

4.2.6

Licensed LNP IP. If GSK has obtained its own LNP Agreement in accordance with clause 2.7, then effective as of the effective date of termination of that LNP Agreement (and, in any event, no later than ##### after the date GSK notifies CureVac under clause 2.7): (a) during the Royalty Term, the royalty reductions set out in clause 4.2.4 in respect of Licensed LNP IP will apply; and (b) after the Royalty Term, clause 4.2.5 will no longer apply.

4.2.7

Third Party offset. Without limiting any other right or remedy of GSK under this Agreement, or any obligation of CureVac, on a country-by-country and GSK Product-by- GSK Product basis, if, during the Term, GSK or any of its Affiliates is required to obtain a licence from a Third Party (other than from the LNP Provider) under a Third Party’s Patent Rights to obtain freedom to operate with respect to the use or exploitation of any CureVac Elements for the Development, Manufacture and Commercialisation of any GSK Product in Development at the Effective Date and to pay a royalty or other consideration (including upfront payments, milestone payments, and any payment in connection with the settlement of a patent infringement claim), then, except ######################## ###########################################################################################, (i) the Parties shall discuss obtaining a freedom-to-operate licence, and (ii) notwithstanding limb (i), if GSK obtains, at its sole discretion and in good faith, such freedom to operate licence, then, on a country-by-country and GSK Product-by-GSK Product basis, and unless the royalties have already been reduced in accordance with clause 4.2.4, royalties due to CureVac for the respective GSK Product in the respective country(ies) Covered by the Third Party Patent Rights in-licenced by GSK to obtain, at its discretion and in good faith, freedom to operate under this clause 4.2.7 will, subject to clause 4.2.8, be reduced by ######################## of the amount actually paid by GSK to the Third Party for such freedom to operate licence. Where a GSK Product is encoded by Modified mRNA, #################################################################################################################

4.2.8

Third Party offset floor. Notwithstanding clause 4.2.7, any royalty reduction made pursuant to clause 4.2.7 will in no event reduce the applicable royalty rate for the respective Finished Product in the respective country to less than ####### of the amounts determined pursuant to clause 4.2.1.

4.2.9

Blended royalties. With respect to a potential step down in royalty rates to account for the expiry of certain Patent Rights, the Parties acknowledge and agree that the CureVac Licensed IP, Assigned GSK Patents and Licensed LNP IP licensed under this Agreement may justify royalty rates for sales of GSK Products in different amounts, which rates could be applied separately to GSK Products involving the exercise of CureVac Licensed IP, Assigned GSK Patents and Licensed LNP IP. Furthermore, the Parties acknowledge and agree that separate royalty rates may be justified for GSK Products that are Covered by Valid Claims of any Patent Rights comprised in the CureVac Licensed IP, Licensed LNP IP, Licensed Other IP or Assigned GSK Patents and GSK Products that are not Covered by a Valid Claim of any Patent Rights comprised in the CureVac Licensed IP, Licensed LNP IP, Licensed Other IP or Assigned GSK Patents. For mutual convenience and practicality reasons, the Parties have agreed on a blended royalty rate, with a step-down mechanism under clause 4.2.4 for cases where a GSK Product is not Covered by a Valid Claim of any Patent Rights comprised in the CureVac Licensed IP or Assigned GSK

4.2.10

Sublicensing revenue (Third Party Products). If GSK grants a sublicence to a Third Party in relation to a Third Party Product, other than in connection with a settlement pursuant to clause 6.13, any Sublicensing Revenue received under the relevant sublicensing agreement with respect to the licensing of CureVac Licensed IP or Assigned GSK Patents shall be ###################. To the extent GSK grants a licence under the CureVac Licensed IP or the Assigned GSK Patents in consideration for obtaining a licence to any Patent Right where an independent Valid Claim of that Patent Right specifically claims the use of Modified mRNA, ####################################### ###################################################################

4.2.11

Royalty and sublicensing payments. Within ################# after the end of each Calendar Quarter in which any Net Sales or Sublicensing Revenues, as applicable, occur, GSK shall calculate the royalty and Sublicensing Revenue payments owed to CureVac and shall remit to CureVac the amount owed to CureVac. All royalty and Sublicensing Revenue payments shall be computed by converting the Net Sales or Sublicensing Revenues, as applicable, in each country in the Territory into the currency of Euro, using the monthly exchange rates as customarily and consistently used by GSK, on a monthly or quarterly basis. All costs and expenses shall be computed by converting the relevant costs and expenses into the currency of Euro, using the monthly exchange rates as customarily used by GSK.

4.2.12

Reports. Each royalty and sublicensing payment shall be accompanied by a written report describing the Net Sales of each GSK Product sold by or on behalf of GSK, its Affiliates and Sublicensees, and Sublicensing Revenues, as applicable, accrued by GSK, during the applicable Calendar Quarter for each country in which sales or sublicensing of any GSK Product occurred, specifying: (i) ######################################################## ################################################################################################################### All costs and expenses invoiced by a Party shall be accompanied by a detailed breakdown of those costs and expenses, together with the applicable exchange rate to convert from the currency in which the costs and expenses were incurred #####. Any report or information disclosed by GSK to CureVac pursuant to this clause 4.2.12 shall be GSK’s Confidential Information and shall be subject to clause 7. ########################################################################################################################################################################################################################

4.3

Milestones.

4.3.1

Development and Regulatory Milestone Events. In partial consideration for the rights and licences granted to GSK under this Agreement, for each GSK Product Family, following the first achievement for that GSK Product Family of the relevant milestone described in the table below (a Development and Regulatory Milestone Event) by any GSK Product in that GSK Product Family after the Effective Date, GSK shall pay to CureVac or its designed Affiliate a non-refundable and non-creditable amount equal to the corresponding payment (each, a Development and Regulatory Milestone Payment) in accordance with clause 4.3.3:

4.3.2

Sales Milestone Events. In partial consideration for the rights and licences granted to GSK under this Agreement, for each GSK Product Family, following the first achievement of the relevant milestone described in the table below (a Sales Milestone Event), calculated on the basis of ############################################, after the Effective Date until the end of the Royalty Term for all GSK Products in that GSK Product Family, GSK shall pay to CureVac or its designed Affiliate a non-refundable and non-creditable amount equal to the corresponding payment (each, a Sales Milestone Payment) in accordance with clause 4.3.3:

4.3.3

Milestone payments. GSK shall notify CureVac in writing within ################### following the first achievement by GSK of each Development and Regulatory Milestone Event and each Sales Milestone Event. If CureVac believes in good faith that a Development and Regulatory Milestone Event or Sales Milestone Event has been achieved, but that it has not received notice from GSK, CureVac may ################################## Following receipt of such notification or positive confirmation from GSK by CureVac, CureVac may ######################################################################################### ############################################################################################# ############################################################################.

4.4

Records and audit. GSK shall (and shall procure that its Affiliates and Sublicensees shall) keep and maintain records of: (i) all sales (including gross sales) of the GSK Product(s), so that the royalties payable and the royalty reports or the Sublicensing Revenue received from Third Parties, as applicable, may be verified; and (ii) all costs and expenses incurred by it which are reimbursable under this Agreement, so that the costs and expenses reimbursable may be verified. Such records shall upon reasonable written notice be open to inspection during business hours for a ############# period after the Calendar Half Year to which such records relate, but in any event not more than once per Calendar Year, by a nationally recognised independent certified public accountant selected by the CureVac and retained at CureVac’s expense. Said accountant shall have the right to audit the records kept pursuant to this Agreement for a period covering not more than #########. If said examination of records reveals any underpayment(s) or over payment(s) of any amounts payable, then GSK shall promptly pay or credit the balance (plus any interest thereon) due to CureVac, and if the underpayment(s) or overpayment(s) is/are more than ##, then GSK shall also bear the expenses of said accountant (and, if no further payments are due, shall be refunded or paid by GSK at the request of CureVac).

4.5

Payment terms.

4.5.1

GSK shall make all payments to CureVac under this Agreement by wire transfer payment in Euro and shall be remitted to CureVac at the following bank account:

4.5.2

If any sum payable by GSK under this Agreement is subject to a good faith dispute between GSK and CureVac: (i) GSK shall pay to CureVac, by the due date, all amounts not disputed in good faith by GSK (the Undisputed Amount); (ii) the disputing Party shall notify the other Party, within ################ after the due date, of any disputed amounts and shall, as soon as reasonably practicable after it has provided that notification, describe in reasonable detail its reasons for disputing each amount; and (iii) the Parties shall seek to resolve the dispute in accordance with clause 12.5. When any dispute regarding the amounts payable under this Agreement is resolved, GSK shall pay any sum which is agreed or determined (in accordance with clause 12.5) to be payable by GSK within ################# after the date of resolution of that dispute (or such other period as is agreed between the Parties or determined by arbitration pursuant to clause 12.5), plus interest thereon at the interest rate set forth in clause 4.5.3 from the time such payment was originally due.

4.5.3

Any undisputed payments not paid within ############ after the due date under this Agreement shall bear interest at an annual rate of ###################### of the respective currency for the time period in which such amount is outstanding, as disclosed from time to time by the ################ which applied on the due date. Calculation of interest will be made for the exact number of days in the interest period based on a year of 360 days (actual/360). Unpaid interest shall compound ############

4.6

Taxes.

4.6.1

Each Party shall be responsible for its own income taxes assessed by a tax or other authority except as otherwise set forth in this Agreement. The Parties agree, in accordance with clause 12.10, that the relationship between the Parties is one of independent contractors and does not constitute a partnership or joint venture, and agree not to take (or cause any person to take) any position on any tax return or in the course of any audit, examination or other proceeding inconsistent with such treatment, unless otherwise required by Applicable Laws and except upon a final determination of the applicable tax authority.

4.6.2

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

4.6.3

If any taxes are required to be withheld under Applicable Laws, from any payment to be made by either Party under this Agreement, that Party shall (a) deduct such taxes from the payment to be made to the other Party, (b) timely pay the taxes to the proper taxing authority, and (c) send proof of payment to CureVac with an explanation of payment of such taxes without undue delay. If one Party is required to withhold tax on any payment after having already made a payment, then the other Party shall reimburse for any tax withheld promptly upon receipt of notice of the amount of such tax to be withheld. A certificate of exemption from withholding tax allowing withholding of tax at a reduced rate under the applicable treaty on the avoidance of double taxation, if any, issued by the competent tax authority, will be considered by any Party only insofar it is valid at the time of payment and the other Party has submitted it in a timely manner before payment. For purposes of this clause 4.6.3, each Party shall provide the other with reasonably requested assistance which assistance includes provision of any tax forms and other information that may be reasonably necessary for GSK or CureVac not to withhold tax. Both Parties intend to make without undue delay all reasonable efforts to achieve a full or partial exemption

4.6.4

All payments due to the terms of this Agreement are expressed to be exclusive of VAT and Indirect Taxes. VAT and Indirect Taxes shall be added to the payments due to the terms if required under Applicable Laws.

4.6.5

Save as expressly provided for in this Agreement, each Party waives and relinquishes any right of set-off or counterclaim, deduction or retention which it might otherwise have out of any payments which it may be obliged to make (or procure to be made) to any other Party pursuant to this Agreement or otherwise.

5.

INTELLECTUAL PROPERTY.

5.1

Background Technology. As between the Parties, all right, title and interest in and to all CureVac Background Technology shall remain under the Control of CureVac; and all right, title and interest in and to all GSK Background Technology shall remain under the Control of GSK. As between the Parties, each Party shall have the sole right, in its sole discretion and at its own cost and expense, to prosecute and maintain its Background Technology, provided that CureVac shall consider in good faith any comments made by GSK (as exclusive licensee in the Field) in the prosecution and maintenance of the CureVac Patent Rights.

5.2

Disclosure of inventions or discoveries arising under the CLAs before the Effective Date. Each Party shall as soon as reasonably practicable, and in any event within ############ after the Effective Date, disclose to the other Party the making, conception, or reduction to practice of any invention or discovery, whether or not patentable, made before the Effective Date under CLA1 or CLA2, but which was not disclosed before the Effective Date under the terms of CLA1 or CLA2, that may be owned in part or in whole by the other Party pursuant to CLA1 or CLA2.

5.3

Technology independently developed after the Effective Date. As between the Parties: (i) any Invention or Improvement that is developed solely by GSK, or its Affiliates or Sublicensees or subcontractors after the Effective Date, will be owned by GSK (the GSK Foreground Technology); and (ii) any Invention or Improvement that is developed solely by CureVac or its Affiliates or sublicensees (other than GSK) or subcontractors, will be owned by CureVac (the CureVac Foreground Technology). For the avoidance of doubt, neither Party grants a licence to the other Party in respect of any Invention or Improvement. As between the Parties, each Party shall have the sole right, in its sole discretion and at its own cost and expense, to prosecute and maintain its Foreground Technology.

5.4

Joint Technology IP

5.4.1

From the Effective Date, GSK shall have the primary right to prosecute and maintain the Joint Technology IP, at its own cost and expense, provided that GSK shall consider in good faith any comments made by CureVac (as joint owner) in the prosecution and maintenance of any Patent Rights comprised in the Joint Technology IP. GSK shall keep CureVac reasonably informed as to material prosecution and maintenance activities it pursues pursuant to this clause 5.4.1. CureVac shall provide all reasonable assistance as GSK

5.4.2

Subject to clause 12.1, no Party shall assign to a Third Party (other than to an Affiliate) its interest in any Joint Technology IP without the prior written consent of GSK (in the case of CureVac) or CureVac (in the case of GSK), such consent not to be unreasonably withheld; and if a Party assigns to a Third Party its interest in any Joint Technology IP, such assigning Party shall ensure that the assignee is legally bound to respect the rights of the other Parties under this Agreement.

5.5

CureVac undertakings. CureVac undertakes to GSK that it shall not, and shall procure that its Affiliates will not, during the Term: (i) grant any right or licence to any Third Party, or agree to grant any right or licence to any Third Party, under any CureVac Licensed IP that would conflict with, be inconsistent with or adversely affect any of the rights or licences granted to GSK under this Agreement, including a grant of rights that would remove the CureVac Licensed IP from CureVac’s control; or (ii) convey, encumber (through a lien, charge, security interest, mortgage or similar encumbrance, excluding for the avoidance of doubt, the grant of a licence) or dispose of, or enter into any agreement with any Third Party to assign, transfer, convey, encumber (through a lien, charge, security interest, mortgage or similar encumbrance, excluding for the avoidance of doubt, the grant of a licence) or dispose of any CureVac Licensed IP, except to the extent (A) such assignment, transfer, conveyance, encumbrance or disposition would not conflict with, be inconsistent with or adversely affect any of the rights or licences granted to GSK under this Agreement, and (B) CureVac retains Control of the relevant CureVac Licensed IP.

6.

ENFORCEMENT AND DEFENCE.