Common use of Variable Remuneration Clause in Contracts

Variable Remuneration. (a) Subject to Paragraph (b) below, in addition to the interest payable pursuant to Article 4.1 (Deferred Interest Fixed Rate) above and in consideration of the Bank making the Credit available to the Borrower in accordance with this Contract, the Borrower hereby grants and reserves for the benefit of the Bank, irrespectively of the amount disbursed under this Contract, a participation in each Released Batch during the Remuneration Period equal to EUR [*****] ([*****] euros) per Released Batch (the “Remuneration Payments”) and hereby undertakes to pay the relevant Remuneration Payments to the Bank subject to the terms of this Contract. For the avoidance of doubt and by way of distinction from a silent partnership (stille Beteiligung), the Bank does not participate in any loss of the Borrower or any other Group Company. (b) The obligation of the Borrower to make Remuneration Payments pursuant to Paragraph (a) above shall exist only for so long as and to the extent that a due Remuneration Payment together with the aggregate amount of all preceding Remuneration Payments does not exceed the Remuneration Cap. For the avoidance of doubts, the cumulative amount of Remuneration Payments shall not exceed the Remuneration Cap. (c) Each Remuneration Payment shall: (i) be determined by an Independent Expert (the “Expert Determination”); (ii) be calculated on the actual number of Released Batches of the respective previous financial year (such information to be provided to the Bank by no later than March 1st of the current year); and (iii) become due and payable on the relevant Remuneration Payment Date, within the Remuneration Period. (d) If the Bank and the Borrower have not appointed an Independent Expert within [*****] days of any such request, the Independent Expert shall be appointed by the President of the Chamber of Industry and Commerce Berlin (Industrie- und Handelskammer Berlin) upon application by either the Bank or the Borrower. The costs related to the Expert’s Determination shall be borne by the Borrower and the Expert’s Determination shall, in the absence of manifest error, be conclusive and binding on both parties to this Contract as to the matters to which it relates. The Borrower shall, within [*****] Business Days of delivery of the Expert’s Determination and upon the Bank’s demand, pay to the Bank the amount determined by the Expert Determination. (e) The Bank has at any time, and nothwithstanding the Expert Determination referred to above, the right to request the validation of any calculation of the number of Batches by an auditor, at any point in time, at the expenses of the Borrower. (f) The Borrower shall, notwithstanding the Expert Determinations, permit an Auditor, at reasonable times and at reasonable notice, to audit the books and records maintained by the Borrower to ensure the accuracy of the Remuneration Payments. The cost of this audit shall be borne by the Borrower. If any such audit concludes that additional amounts are owed to the Bank, subject to the Remuneration Cap, the Borrower shall pay the Bank such additional amounts with interest in accordance with Article 4.3 (Interest on overdue sums) within [*****] days of the date of the completion of such audit. (g) Instead of Remuneration Payments on an annual basis pursuant to the preceding Paragraphs (a) to (d), the Borrower shall have the right (but no obligation) to buy back any unpaid Remuneration Payments at any time with at least 30 (thirty) calendar days prior notice in full with a cash payment equal to the higher of (the “Buy-Back Amount”): (i) EUR [*****]; and (ii) “x-times” the disbursed amount under this Contract (irrespectively of whether or not such amount is still outstanding), where “x” equals: (1) [*****] during the first year after first disbursement under this Contract; (2) [*****] during the second year after first disbursement under this Contract; (3) [*****] during the third year after first disbursement under this Contract; (4) [*****] during the fourth year after first disbursement under this Contract; and (5) [*****] thereafter, provided that the total Buy-Back Amount (cumulative) shall not exceed the Remuneration Cap. For the avoidance of doubt, the Remuneration Cap includes the Remuneration Payments already paid on an annual basis as well as the Buy-Back Amount. (h) In case a Tranche is cancelled, prepaid pursuant to Articles 5.2 (Voluntary prepayment) or 5.3 (Compulsory prepayment), or prepaid due to an Event of Default within the Remuneration Period, the Bank shall have the right (but not the obligation) to demand from the Borrower the payment of the Buy-Back Amount (up to the Remuneration Cap) at its discretion. The Borrower shall, within [*****] Business Days upon the Bank’s demand, pay to the Bank the Buy-Back Amount. (i) For the avoidance of doubt, the Borrower’s obligation under this Article 4.2 (Variable Remuneration) to make payments shall continue regardless of: (i) any cancellation or prepayment in respect of a Tranche within the Remuneration Period pursuant to Articles 5.2 (Voluntary prepayment) or 5.3 (Compulsory prepayment), or (ii) any repayment of a Tranche in accordance with Article 5.1 (Normal repayment), unless the Bank has exercised its rights under Paragraphs (h) of this Article 4.2 (Variable Remuneration) and the Borrower has made the payment required under such Paragraph. (j) The Borrower shall withhold any statutory withholding tax (Kapitalertragssteuer) from the Remuneration Payments and shall pay it to the competent tax office. (k) Sums due under this Article 4.2 (Variable Remuneration) shall be payable in EUR. For the calculation of the Remuneration Payment, where amounts relating to such calculation are received by the Borrower in currencies other than EUR, the applicable rate published by the European Central Bank in Frankfurt on the Business Day preceding the relevant Remuneration Payment Date shall apply to determine such amounts equivalent in EUR.

Variable Remuneration. (a) Subject to Paragraph (b) below, in addition to The Bank and the interest payable pursuant to Article 4.1 (Deferred Interest Fixed Rate) above and Borrower agree that in consideration of the Bank making the Credit available to the Borrower in accordance with this Contract, the Borrower hereby grants shall pay to the Bank each year (starting with the Financial Year in which the cumulative Net Sales for that and reserves for all previous Financial Years exceed EUR 5,000,000 (five million Euros)), on the benefit Payment Date falling after the publication of the BankAnnual Financial Statements, irrespectively of the an amount disbursed under this Contract, a participation in each Released Batch during the Remuneration Period equal to EUR [*****] three per cent. ([*****] euros3%) per Released Batch of any Annual Vaccine Revenues as reported in the relevant Annual Financial Statements (the “Variable Remuneration”), provided that aggregate Variable Remuneration Payments”payable hereunder in one or more Financial Years shall not exceed an amount equal to the greater of: 4.1.1 an amount enabling the Bank to realise a Cash-on-Cash Multiple of 2.8; and 4.1.2 an amount enabling the Bank to realise an internal rate of return on the Loan of twenty per cent. (20%), which is to be calculated from (and including) 1 January 2022 up to the relevant Payment Date, and hereby undertakes provided that the obligation on the Borrower to pay the relevant Variable Remuneration Payments to the Bank subject will cease to the terms of this Contract. For the avoidance of doubt and by way of distinction from a silent partnership (stille Beteiligung), the Bank does not participate in any loss of the Borrower or any other Group Company. (b) The obligation of the Borrower to make Remuneration Payments pursuant to Paragraph (a) above shall exist only for so long as and to the extent that a due Remuneration Payment together with the aggregate amount of all preceding Remuneration Payments does not exceed the Remuneration Cap. For the avoidance of doubts, the cumulative amount of Remuneration Payments shall not exceed the Remuneration Cap. (c) Each Remuneration Payment shallapply if: (i) be determined the Borrower prepays the Loan in full by an Independent Expert (payment of the “Expert Determination”);Prepayment Amount together with a Prepayment Indemnity in accordance with Article 5; or (ii) be calculated following payment of amounts due on the actual number of Released Batches of the respective previous financial year (such information to be provided to the Bank by no later than March 1st of the current year); and (iii) become due and payable on the relevant Remuneration Payment Date, within the Remuneration Period. (d) If the Bank and the Borrower have not appointed an Independent Expert within [*****] days of any such request, the Independent Expert shall be appointed by the President of the Chamber of Industry and Commerce Berlin (Industrie- und Handelskammer Berlin) upon application by either the Bank or the Borrower. The costs related to the Expert’s Determination shall be borne by the Borrower and the Expert’s Determination shall, Maturity Date in the absence of manifest error, be conclusive and binding on both parties to accordance with this Contract as to the matters to which it relates. The Borrower shall, within [*****] Business Days of delivery of the Expert’s Determination and upon the Bank’s demand, pay to the Bank the amount determined by the Expert Determination. (e) The Bank has at any time, and nothwithstanding the Expert Determination referred to above, the right to request the validation of any calculation of the number of Batches by an auditor, at any point in time, at the expenses of the Borrower. (f) The Borrower shall, notwithstanding the Expert Determinations, permit an Auditor, at reasonable times and at reasonable notice, to audit the books and records maintained by the Borrower to ensure the accuracy of the Remuneration Payments. The cost of this audit shall be borne by the Borrower. If any such audit concludes that additional amounts are owed to the Bank, subject to the Remuneration CapContract, the Borrower shall pay the Bank such additional amounts pays and discharges all of its outstanding liabilities under or in connection with interest this Contract, together with a payment of a Prepayment Indemnity in accordance with Article 4.3 (Interest on overdue sums) within [*****] days of the date of the completion respect of such audit. (g) Instead of Remuneration Payments on an annual basis pursuant to the preceding Paragraphs (a) to (d), the Borrower shall have the right (but no obligation) to buy back any unpaid Remuneration Payments at any time with at least 30 (thirty) calendar days prior notice in full with a cash payment equal to the higher of (the “Buy-Back Amount”): (i) EUR [*****]; and (ii) “x-times” the disbursed amount under this Contract (irrespectively of whether or not such amount is still outstanding), where “x” equals: (1) [*****] during the first year after first disbursement under this Contract; (2) [*****] during the second year after first disbursement under this Contract; (3) [*****] during the third year after first disbursement under this Contract; (4) [*****] during the fourth year after first disbursement under this Contract; and (5) [*****] thereafter, provided that the total Buy-Back Amount (cumulative) shall not exceed the Remuneration Capliabilities. For the avoidance of doubt, if after a period of thirteen (13) Financial Years of the Borrower commencing with the Financial Year in which the Borrower is first required to pay Variable Remuneration Cap includes to the Remuneration Payments already paid on an annual basis as well as the Buy-Back Amount. (h) In case a Tranche is cancelled, prepaid pursuant to Articles 5.2 (Voluntary prepayment) or 5.3 (Compulsory prepayment), or prepaid due to an Event of Default within the Remuneration PeriodBank, the Variable Remuneration received by the Bank shall have the right (but has not the obligation) to demand from the Borrower the payment of the Buy-Back Amount (up to the Remuneration Cap) at its discretion. The Borrower shall, within [*****] Business Days upon the Bank’s demand, pay led to the Bank having reached a Cash-on-Cash Multiple of 2.8, the BuyVariable Remuneration will continue to be due until the Cash-Back Amounton-Cash Multiple of 2.8 has been reached. Article 11.1 (i) For the avoidance of doubt, the Borrower’s obligation under this Article 4.2 (Variable Remuneration) Notices to make payments shall continue regardless of: (i) any cancellation or prepayment in respect of a Tranche within the Remuneration Period pursuant to Articles 5.2 (Voluntary prepayment) or 5.3 (Compulsory prepayment), or (ii) any repayment of a Tranche in accordance with Article 5.1 (Normal repayment), unless the Bank has exercised its rights under Paragraphs (h) of this Article 4.2 (Variable Remuneration) and the Borrower has made the payment required under such Paragraph. (j) The Borrower shall withhold any statutory withholding tax (Kapitalertragssteuer) from the Remuneration Payments and shall pay it to the competent tax office. (k) Sums due under this Article 4.2 (Variable Remunerationeither party) shall be payable deleted in EUR. For its entirety and replaced with the calculation of the Remuneration Payment, where amounts relating to such calculation are received by the Borrower in currencies other than EUR, the applicable rate published by the European Central Bank in Frankfurt on the Business Day preceding the relevant Remuneration Payment Date shall apply to determine such amounts equivalent in EUR.following:

Variable Remuneration. (a) Subject to Paragraph (b) below, in addition to the interest payable pursuant to Article 4.1 (Deferred Interest Fixed Rate) above and in consideration of the Bank making the Credit available to the Borrower in accordance with this Contract, the Borrower hereby grants and reserves for the benefit of the Bank, irrespectively of the amount disbursed under this Contract, a participation in each Released Batch during the Remuneration Period equal to EUR [*****] ([*****] euros) per Released Batch (the “Remuneration Payments”) and hereby undertakes to pay the relevant Remuneration Payments to the Bank subject to the terms of this Contract. For the avoidance of doubt and by way of distinction from a silent partnership (stille Beteiligung), the Bank does not participate in any loss of the Borrower or any other Group Company. (b) The obligation of the Borrower to make Remuneration Payments pursuant to Paragraph (a) above shall exist only for so long as and to the extent that a due Remuneration Payment together with the aggregate amount of all preceding Remuneration Payments does not exceed the Remuneration Cap. For the avoidance of doubts, the cumulative amount of Remuneration Payments shall not exceed the Remuneration Cap. (c) Each Remuneration Payment shall: (i) be determined by an Independent Expert (the “Expert Determination”); (ii) be calculated on the actual number of Released Batches of the respective previous financial year (such information to be provided to the Bank by no later than March 1st of the current year); and (iii) become due and payable on the relevant Remuneration Payment Date, within the Remuneration Period. (d) If the Bank and the Borrower have not appointed an Independent Expert within [*****] days of any such request, the Independent Expert shall be appointed by the President of the Chamber of Industry and Commerce Berlin (Industrie- und Handelskammer Berlin) upon application by either the Bank or the Borrower. The costs related to the Expert’s Determination shall be borne by the Borrower and the Expert’s Determination shall, in the absence of manifest error, be conclusive and binding on both parties to this Contract as to the matters to which it relates. The Borrower shall, within [*****] Business Days of delivery of the Expert’s Determination and upon the Bank’s demand, pay to the Bank the amount determined by the Expert Determination. (e) The Bank has at any time, and nothwithstanding the Expert Determination referred to above, the right to request the validation of any calculation of the number of Batches by an auditor, at any point in time, at the expenses of the Borrower. (f) The Borrower shall, notwithstanding the Expert Determinations, permit an Auditor, at reasonable times and at reasonable notice, to audit the books and records maintained by the Borrower to ensure the accuracy of the Remuneration Payments. The cost of this audit shall be borne by the Borrower. If any such audit concludes that additional amounts are owed to the Bank, subject to the Remuneration Cap, the Borrower shall pay the Bank such additional amounts with interest in accordance with Article 4.3 (Interest on overdue sums) within [*****] days of the date of the completion of such audit. (g) Instead of Remuneration Payments on an annual basis pursuant to the preceding Paragraphs (a) to (d), the Borrower shall have the right (but no obligation) to buy back any unpaid Remuneration Payments at any time with at least 30 (thirty) calendar days prior notice in full with a cash payment equal to the higher of (the “Buy-Back Amount”): (i) EUR [*****]; and (ii) “x-times” the disbursed amount under this Contract (irrespectively of whether or not such amount is still outstanding), where “x” equals: (1) [*****] during the first year after first disbursement under this Contract; (2) [*****] during the second year after first disbursement under this Contract; (3) [*****] during the third year after first disbursement under this Contract; (4) [*****] during the fourth year after first disbursement under this Contract; and (5) [*****] thereafter, provided that the total Buy-Back Amount (cumulative) shall not exceed the Remuneration Cap. For the avoidance of doubt, the Remuneration Cap includes the Remuneration Payments already paid on an annual basis as well as the Buy-Back Amount., (h) In case a Tranche is cancelled, prepaid pursuant to Articles 5.2 (Voluntary prepayment) or 5.3 (Compulsory prepayment), or prepaid due to an Event of Default within the Remuneration Period, the Bank shall have the right (but not the obligation) to demand from the Borrower the payment of the Buy-Back Amount (up to the Remuneration Cap) at its discretion. The Borrower shall, within [*****] Business Days upon the Bank’s demand, pay to the Bank the Buy-Back Amount. (i) For the avoidance of doubt, the Borrower’s obligation under this Article 4.2 (Variable Remuneration) to make payments shall continue regardless of: (i) any cancellation or prepayment in respect of a Tranche within the Remuneration Period pursuant to Articles 5.2 (Voluntary prepayment) or 5.3 (Compulsory prepayment), or (ii) any repayment of a Tranche in accordance with Article 5.1 (Normal repayment), unless the Bank has exercised its rights under Paragraphs (h) of this Article 4.2 (Variable Remuneration) and the Borrower has made the payment required under such Paragraph. (j) The Borrower shall withhold any statutory withholding tax (Kapitalertragssteuer) from the Remuneration Payments and shall pay it to the competent tax office. (k) Sums due under this Article 4.2 (Variable Remuneration) shall be payable in EUR. For the calculation of the Remuneration Payment, where amounts relating to such calculation are received by the Borrower in currencies other than EUR, the applicable rate published by the European Central Bank in Frankfurt on the Business Day preceding the relevant Remuneration Payment Date shall apply to determine such amounts equivalent in EUR.