CureVac N.V. (a Dutch company) 27,027,028 Common Shares UNDERWRITING AGREEMENTUnderwriting Agreement • February 10th, 2023 • CureVac N.V. • Pharmaceutical preparations • New York
OPEN MARKET SALE AGREEMENTSMCureVac N.V. • September 17th, 2021 • Pharmaceutical preparations • New York
REDACTED Certain identified information, indicated by [*****], has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed.Advance Purchase Agreement • April 27th, 2021 • CureVac N.V. • Pharmaceutical preparations
REDACTED Certain identified information, indicated by [*****], has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. COLLABORATION AND LICENSE AGREEMENT dated byCollaboration and License Agreement • July 31st, 2020 • CureVac B.V. • Pharmaceutical preparations
This COLLABORATION AND LICENSE AGREEMENT (“Agreement”) is effective as of the 19th of December, 2019 (“Effective Date”) and is entered into by and between:
COVID CLA THIRD AMENDMENT AND RESTATEMENT AGREEMENTCovid Collaboration and License Agreement • April 28th, 2022 • CureVac N.V. • Pharmaceutical preparations
CONTENTS Section Page 1. Interpretation 3 2. Effective Date 3 3. Amendment and Restatement 4 4. Representations and Warranties 4 5. General Provisions 4 Schedule 1. Amended and Restated COVID CLA 7
REGISTRATION RIGHTS AGREEMENT by and among the Persons listed on Schedule A hereto, and CureVac N.V. Dated as of August 14, 2020Registration Rights Agreement • September 17th, 2021 • CureVac N.V. • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of August 14, 2020 (as it may be amended supplemented or otherwise modified from time to time, this “Agreement”), is made among CureVac N.V., a Dutch public limited liability company (naamloze vennootschap) incorporated under the law of the Netherlands (the “Company”) and the persons listed on Schedule A hereto (each such Person, a “Holder”). Capitalized terms used in this Agreement without definition have the meaning set forth in Section 1.
REDACTED Certain identified information, indicated by [*****], has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed.Collaboration and License Agreement • April 28th, 2022 • CureVac N.V. • Pharmaceutical preparations
Section Page 1. Interpretation 3 2. Effective Date 4 3. Amendment and Restatement 4 4. Representations and Warranties 4 5. General Provisions 4 Schedule 1. Amended and Restated 2020 CLA 7
FIRST AMENDMENT TO COLLABORATION AND LICENSE AGREEMENT Dated 19 December 2019 BETWEEN GENMAB B.V. AND CUREVAC AGCollaboration and License Agreement • July 24th, 2020 • CureVac B.V. • Pharmaceutical preparations
This FIRST AMENDMENT TO COLLABORATION AND LICENSE AGREEMENT ("First Amendment") is made the 2nd day of July 2020 ("First Amendment Effective Date"), by and between:
Global Access Commitments AgreementCureVac B.V. • July 31st, 2020 • Pharmaceutical preparations • New York
This Global Access Commitments Agreement (including all appendices, exhibits and attachments hereto, the “Agreement”), is entered into as of February 13, 2015 (“Effective Date”), by and between the Bill & Melinda Gates Foundation, a Washington charitable trust that is a tax-exempt private foundation (the “Foundation”), and CureVac GmbH, a German limited company, together with its Affiliates (“CureVac” or the “Company”), in connection with the Foundation making a program-related investment in the Company by acquiring Series B Shares of the Company issued from the Company as part of one or more capital increases (the “Shares”) (the acquisition of Shares is referred to herein as the “Foundation Investment”). The Foundation Investment is subject to the terms and conditions of the investment documents executed in connection with the closing (“Closing”), including, without limitation, this Agreement, and the Investment and Shareholders’ Agreement (the “Shareholders’ Agreement”) among the Com
DEVELOPMENT AND LICENSE AGREEMENTDevelopment and License Agreement • July 31st, 2020 • CureVac B.V. • Pharmaceutical preparations
This DEVELOPMENT AND LICENSE AGREEMENT (“Agreement”), effective as of November 9, 2017 (the “Effective Date”), is made by and between CureVac AG, a German stock corporation organized under the laws of Germany, having its principal place of business at Paul-Ehrlich-Strasse 15, 72076 Tuebingen, Germany (“CureVac”), and CRISPR Therapeutics AG, a Swiss corporation organized under the laws of Switzerland (“CRISPR”), having its principal place of business at Baarerstrasse 14, 6300 Zug, Switzerland. CureVac and CRISPR are each sometimes referred to herein as a “Party” and collectively as the “Parties.”
REDACTED Certain identified information, indicated by [*****], has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. DATED: 15 February 2019 FRAMEWORK PARTNERING...Agreement • July 24th, 2020 • CureVac B.V. • Pharmaceutical preparations • England and Wales
Development and Option Agreement by and between CureVac AG and Arcturus Therapeutics Inc. DatedDevelopment and Option Agreement • June 22nd, 2020 • CureVac B.V. • Pharmaceutical preparations • New York
This Development and Option Agreement (this "Agreement"), dated as of 1 January 2018 (the "Effective Date"), is made by and between CureVac AG, a German stock corporation with offices at Paul-Ehrlich-Strasse 15, 72076 Tübingen, Germany ("CureVac"), and Arcturus Therapeutics Inc., a Delaware corporation with offices at 10628 Science Center Drive # 200, San Diego, CA 92121, USA ("Arcturus"). Each of CureVac and Arcturus may be referred to herein as a "Party" or together as the "Parties".
EXCLUSIVE COLLABORATION AND LICENSE AGREEMENT - by and between - CUREVAC GMBH - and - BOEHRINGER INGELHEIM INTERNATIONAL GMBH AUGUST 21, 2014Exclusive Collaboration and License Agreement • July 31st, 2020 • CureVac B.V. • Pharmaceutical preparations
Exhibit 4.5B Description of CureVac's License Agreements with the Ludwig Institute for Cancer Research, the University of Zurich and Geneart AG
Non-binding convenience translation from German into EnglishAccession Agreement • January 13th, 2022 • CureVac N.V. • Pharmaceutical preparations
A On 16 June 2020, the Parties (except for DH-LT) entered into a shareholders’ agreement in relation to the Parties’ share portfolios in CureVac N.V. (NL-Amsterdam). DH-LT acceded to such shareholders’ agreement under a supplement to the shareholders’ agreement dated 14 August 2020 (“1st Supplement”) (the shareholders’ agreement as amended by the 1st Supplement is referred to as the “Shareholders’ Agreement”).
REDACTED Certain identified information, indicated by [*****], has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed.Development and Option Agreement • June 22nd, 2020 • CureVac B.V. • Pharmaceutical preparations • New York
THIS THIRD AMENDMENT (this “Third Amendment”) to the Development and Option Agreement dated January 1, 2018 (the “Original Agreement”), is entered into by and between CureVac AG, a German stock corporation with offices at Paul-Ehrlich-Strasse 15, 72076 Tubingen, Germany (“CureVac”), and Arcturus Therapeutics Inc., a Delaware corporation with offices at 10628 Science Center Drive #200, San Diego, CA 92121, USA (“Arcturus”; each of CureVac and Arcturus individually a “Party” and together the “Parties”) as of July 26, 2019 (the “Third Amendment Date”).
Dated 17 July 2020 KFW and DIEVINI HOPP BIOTECH HOLDING GMBH & CO. KG and CUREVAC B.V. (to be converted into CUREVAC N.V.) RELATIONSHIP AGREEMENTRelationship Agreement • July 24th, 2020 • CureVac B.V. • Pharmaceutical preparations
The Co-Shareholders and the Company may each be referred to herein individually as a “Party” and collectively as the “Parties”.
EXECUTION COPY SIDE AGREEMENT AND AMENDMENT NUMBER ONE to the DEVELOPMENT AND OPTION AGREEMENTDevelopment and Option Agreement • July 31st, 2020 • CureVac B.V. • Pharmaceutical preparations
THIS SIDE AGREEMENT AND AMENDMENT (“Amendment Agreement”) to the DEVELOPMENT AND OPTION AGREEMENT is entered into effective as of December 1, 2016 (the “Amendment One Date”), by and between ACUITAS THERAPEUTICS INC., with offices at 2714 West 31st Avenue, Vancouver, British Columbia, V6L 2Al, Canada (“Acuitas”), and CUREVAC AG, a company incorporated in Germany whose registered office is at Paul-Ehrlich-Straf3e 15, 72076 Tübingen, Germany (“CureVac”).
CureVac and Fareva Sign Agreement For Fill & Finish Manufacturing of Curevac’s COVID-19 Vaccine Candidate, CVnCoVCureVac N.V. • December 9th, 2020 • Pharmaceutical preparations
TÜBINGEN, Germany/ BOSTON, USA and Luxembourg – December 9, 2020 – CureVac N.V. (Nasdaq: CVAC), a global clinical-stage biopharmaceutical company developing a new class of transformative medicines based on messenger ribonucleic acid (mRNA), and Fareva today announced an agreement regarding the fill & finish manufacturing of CureVac´s COVID-19 vaccine candidate, CVnCoV, at Fareva’s Pau and Val-de-Reuil-sites in France.
CureVac and Novartis Sign Initial Agreement on Manufacturing of COVID-19 Vaccine Candidate, CVnCoVCureVac N.V. • March 4th, 2021 • Pharmaceutical preparations
· Novartis plans to start manufacturing of the mRNA and bulk drug product of CureVac’s COVID-19 vaccine candidate, CVnCoV, in Q2 2021
SECOND AMENDMENT TO SPONSORED RESEARCH AGREEMENTTo Agreement • April 28th, 2022 • CureVac N.V. • Pharmaceutical preparations
This second amendment to Agreement (the “Second Amendment”), is effective as of July 29, 2021 (“Second Amendment Effective Date”), by and between The Schepens Eye Research Institute, Inc., a not-for-profit Massachusetts corporation, having a principal place of business at 20 Staniford Street, Boston, Massachusetts 02114 (“SERI”), and Massachusetts Eye and Ear Infirmary, having a principal place of business at 243 Charles Street, Boston, Massachusetts 02114 (“MEEI”) (collectively, SERI and MEEI shall be referred to herein as “Hospitals”), and CureVac AG, a German stock corporation, having a principal place of business at Friedrich-Miescher-Straße 15, 72076 Tübingen, Germany (“Sponsor”), each herein referred to as a “Party” and collectively as the “Parties”. Capitalized terms that are not defined herein shall have the meaning ascribed to them in the Agreement (as defined below).
Agreement betweenAgreement • July 24th, 2020 • CureVac B.V. • Pharmaceutical preparations
The BENEFICIARY has concluded a contract with the legal predecessor of CUREVAC, CureVac GmbH, on […] [and where applicable on […]] to participate in the employee participation pro-gram (hereinafter referred to as “VAP”; the above jointly (including all supplements) referred to as “VAP CONTRACT”). The VAP contract has gaps and inaccuracies that are now to be filled or specified.
Consultancy AgreementConsultancy Agreement • April 28th, 2022 • CureVac N.V. • Pharmaceutical preparations
Route de Renipont 25c, 1380 Ohain, Belgium; registered under number BE 0740.928.560, and duly represented by its Managing Director, Antony Blanc
AMENDMENT NO. 1 TO THE EXCLUSIVE COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • June 22nd, 2020 • CureVac B.V. • Pharmaceutical preparations
WHEREAS, the Parties entered into that certain Exclusive Collaboration and License Agreement effective as of August 21, 2014 ("Agreement");
1st Amendment to the Consultancy Agreement between CureVac AG Friedrich- Miescher-Str. 15, 72076 Tübingen, Germany - hereinafter referred to as “CureVac” - and Clarentis SRL Route de Renipont 25c, 1380 Ohain, Belgium; registered under number BE...Consultancy Agreement • April 28th, 2022 • CureVac N.V. • Pharmaceutical preparations
This amendment shall enter into force upon signature. The remaining terms and conditions of the Agreement remain in force unamended. All capitalized terms used herein shall have the same meaning as defined in the Agreement, unless expressly stated otherwise.
Development and Option Agreement by and between CureVac AG and Acuitas Therapeutics Inc. dated APRIL 29, 2016License Agreement • June 22nd, 2020 • CureVac B.V. • Pharmaceutical preparations • England and Wales
This Development and Option Agreement (this “Agreement”), dated as of April 29, 2016 (the “Effective Date”), is made by and between CureVac AG, a German stock corporation with offices at Paul- Ehrlich-Strasse 15, 72076 Tubingen, Germany (“CureVac”), and Acuitas Therapeutics Inc., a British Columbia corporation (“Acuitas”). Each of CureVac and Acuitas may be referred to herein as a “Party” or together as the “Parties.”
REDACTED Certain identified information, indicated by [*****], has been excluded from the exhibit because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. FIFTH AMENDMENT TO SPONSORED RESEARCH...Sponsored Research Agreement • April 25th, 2023 • CureVac N.V. • Pharmaceutical preparations
This fifth amendment to Agreement (the “Fifth Amendment”), is effective as of January 1, 2023 (“Fifth Amendment Effective Date”), by and between The Schepens Eye Research Institute, Inc., a not-for-profit Massachusetts corporation, having a principal place of business at 20 Staniford Street, Boston, Massachusetts 02114 (“SERI”), and Massachusetts Eye and Ear Infirmary, having a principal place of business at 243 Charles Street, Boston, Massachusetts 02114 (“MEEI”) (collectively, SERI and MEEI shall be referred to herein as “Hospitals”), and CureVac SE, a European Company, having a principal place of business at Friedrich-Miescher-Straβe 15, 72076 Tübingen, Germany (“Sponsor”), each herein referred to as a “Party” and collectively as the “Parties”. Capitalized terms that are not defined herein shall have the meaning ascribed to them in the Agreement (as defined below).
REDACTED Certain identified information, indicated by [*****] has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. YALE UNIVERSITY COLLABORATIVE RESEARCH AGREEMENTCollaborative Research Agreement • July 24th, 2020 • CureVac B.V. • Pharmaceutical preparations • Connecticut
This is a RESEARCH AGREEMENT (the “Agreement”) effective July 1st, 2019, (the “Effective Date”) by and between YALE UNIVERSITY, a non-profit corporation organized and existing under and by virtue of a special charter granted by the General Assembly of the Colony and State of Connecticut (the “University”) and Cure Vac AG, a German stock corporation, having its principal offices at Paul-Ehrlich-Strasse 15, 72076 Tubingen, Germany (the “Sponsor”).
TERMINATION AGREEMENT between CUREVAC AG and ELI LILLY AND COMPANYEli Lilly and Company • July 21st, 2020 • CureVac B.V. • Pharmaceutical preparations
CUREVAC REAL ESTATE GMBH, a German limited liability company, having a place of business at Friedrich-Miescher-Strasse 15, 72076 Tübingen, Germany (CureVac AG and CureVac Real Estate GmbH jointly “CureVac”) and
REDACTED Certain identified information, indicated by [*****], has been excluded from the exhibit because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. FOURTH AMENDMENT TO SPONSORED RESEARCH...Sponsored Research Agreement • April 25th, 2023 • CureVac N.V. • Pharmaceutical preparations
This fourth amendment to Agreement (the “Fourth Amendment”), is effective as of August 31, 2022 (“Fourth Amendment Effective Date”), by and between The Schepens Eye Research Institute, Inc., a not-for-profit Massachusetts corporation, having a principal place of business at 20 Staniford Street, Boston, Massachusetts 02114 (“SERI”), and Massachusetts Eye and Ear Infirmary, having a principal place of business at 243 Charles Street, Boston, Massachusetts 02114 (“MEEI”) (collectively, SERI and MEEI shall be referred to herein as “Hospitals”), and CureVac AG, a German stock corporation, having a principal place of business at Friedrich-Miescher-Straβe 15, 72076 Tübingen, Germany (“Sponsor”), each herein referred to as a “Party” and collectively as the “Parties”. Capitalized terms that are not defined herein shall have the meaning ascribed to them in the Agreement (as defined below).
REDACTED Certain identified information, indicated by [*****], has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. THIRD AMENDMENT TO COLLABORATION AND LICENSE...Collaboration and License Agreement • April 28th, 2022 • CureVac N.V. • Pharmaceutical preparations
This THIRD AMENDMENT TO COLLABORATION AND LICENSE AGREEMENT (“Third Amendment”) is effective as of the 30th day of June 2021 (“Third Amendment Effective Date”), by and between:
CUREVAC (IDFF) Guarantee Agreement between the European Investment Bank and CureVac AGCureVac B.V. • July 31st, 2020 • Pharmaceutical preparations
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 24th, 2020 • CureVac B.V. • Pharmaceutical preparations
REDACTED Certain identified information, indicated by [*****], has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. DEVELOPMENT AND INTELLECTUAL PROPERTY AGREEMENTDevelopment and Intellectual Property Agreement • July 24th, 2020 • CureVac B.V. • Pharmaceutical preparations
THIS DEVELOPMENT AND INTELLECTUAL PROPERTY AGREEMENT (the “Agreement”) is effective as of November 24, 2015 (the “Effective Date”), by and between TESLA GROHMANN AUTOMATION GMBH, a company established under the laws of Germany with offices at Rudolf-Diesel-Straße 14, 54595 Prüm (“TGA”), and CUREVAC AG, a German stock corporation with its principal place of business located at Paul-Ehrlich-Straße 15, 72076 Tübingen, Germany (“CureVac”). CureVac and TGA are each referred to herein as a “Party” and collectively as the “Parties.”
THIRD AMENDMENT TO SPONSORED RESEARCH AGREEMENTSponsored Research Agreement • April 28th, 2022 • CureVac N.V. • Pharmaceutical preparations
This third amendment to Agreement (the “Third Amendment”), is effective as of September 1, 2021 (“Third Amendment Effective Date”), by and between The Schepens Eye Research Institute, Inc., a not-for-profit Massachusetts corporation, having a principal place of business at 20 Staniford Street, Boston, Massachusetts 02114 (“SERI”), and Massachusetts Eye and Ear Infirmary, having a principal place of business at 243 Charles Street, Boston, Massachusetts 02114 (“MEEI”) (collectively, SERI and MEEI shall be referred to herein as “Hospitals”), and CureVac AG, a German stock corporation, having a principal place of business at Friedrich-Miescher-Straße 15, 72076 Tübingen, Germany (“Sponsor”), each herein referred to as a “Party” and collectively as the “Parties”. Capitalized terms that are not defined herein shall have the meaning ascribed to them in the Agreement (as defined below).
ContractCureVac B.V. • June 22nd, 2020 • Pharmaceutical preparations
This document is an English translation of a document prepared in German. In case of any ambiguity, the German text shall prevail.
