Common use of Option Exercise Fee Clause in Contracts

Option Exercise Fee. If GSK exercises its Exclusive Option, GSK shall make the following payments to CureVac: (i) GSK shall compensate CureVac for all reasonable and demonstrable Development costs and expenses exclusively relating to such Optioned Product incurred by CureVac or its Affiliates since (and in respect of the period after) the Closing Date (including in case of an Optioned Product acquired by CureVac from a Third Party that portion of the fee paid to that Third Party that relates to the Optioned Product), provided, however, that with respect to any Optioned Product targeting [*****], the compensation by GSK shall also include the costs and expenses incurred by CureVac or any of its Affiliates before the Closing Date in the amount of [*****]; and (ii) GSK shall pay to CureVac any milestone payments which would have been due since the Closing Date, if such Optioned Product had been an Other Product as at the Closing Date, if any (the payments under (i) and (ii) together, the "Option Exercise Fee"). The Option Exercise Fee is to be paid by GSK to CureVac within [*****] after receipt of an invoice from CureVac, with supportive documentation reasonably detailing the costs and expenses incurred by CureVac. By way of example: If GSK exercises its Exclusive Option for an Optioned Product under development by CureVac outside the scope of this Agreement for which CureVac has [*****] at the time GSK exercises its Exclusive Option, GSK shall reimburse CureVac for any reasonable, demonstrable and duly documented Development costs and expenses incurred by CureVac since (and in respect of the period after) the Closing Date and exclusively relating to such Optioned Product and, in addition, shall pay to CureVac accrued, non-refundable and non-creditable Development & Regulatory Milestone Payments in the amounts of [*****].

Option Exercise Fee. If GSK exercises its (a) Licensee shall pay to MTI One Million Three Hundred Thousand Dollars ($1,300,000) (the “Option Exercise Fee”) for each Exclusive Option, GSK shall make the following payments to CureVac: (i) GSK shall compensate CureVac for all reasonable License exercised and demonstrable Development costs and expenses exclusively relating to such Optioned Product incurred obtained by CureVac or its Affiliates since (and in respect of the period after) the Closing Date (including in case of an Optioned Product acquired by CureVac from a Third Party that portion of the fee paid to that Third Party that relates to the Optioned Product), provided, however, that Licensee with respect to the Exclusive Target Antigen One and Exclusive Target Antigen Two; provided, that if MTI is in material breach of its obligations to perform any Optioned Product targeting activity assigned to it under a Research Plan with respect to such Exclusive Target Antigen (except to the extent that such breach was caused by a breach of Licensee to perform any activity under a Research Plan that was required for MTI to perform such activity (e.g., a failure by Licensee to provide materials required by MTI to perform such activity)) and fails to remedy such breach for [***] days after written notice thereof from Licensee, then the Option Exercise Fee for such Exclusive Target Antigen shall be automatically reduced by [***] percent [***]; provided, further, that within [***] Business Days following the Original Effective Date, Licensee paid to MTI a non-refundable pre-payment of [***] Dollars [***], which amount was credited against the compensation Option Exercise Fee that was due hereunder and which was timely paid in full by GSK shall also include Licensee with respect to the costs and expenses incurred by CureVac or any of its Affiliates before the Closing Date in the amount of Designated Target Antigen [*****]; and (ii) GSK shall pay to CureVac any milestone payments which would have been due since the Closing Date, if such Optioned Product had been an Other Product as at the Closing Date, if any (the payments under (i) and (ii) together, the ". Option Exercise Fee"). The Option Exercise Fee is Fees for Targets that are not withdrawn by Licensee pursuant to be paid by GSK to CureVac Section 12.2 are payable within [*****] Business Days after the receipt of the certification set forth in Section 12.2 from MTI and an invoice from CureVactherefor. (b) For clarity, notwithstanding anything in the foregoing to the contrary, the Option Exercise Fee is only payable with supportive documentation reasonably detailing respect to the costs and expenses incurred by CureVac. By way of example: If GSK exercises its Exclusive Option for an Optioned Product under development by CureVac outside the scope of this Agreement for which CureVac has Designated Target Antigen [*****] at and Licensee shall not be required to pay any Option Exercise Fee with respect to the time GSK exercises its Exclusive Option, GSK shall reimburse CureVac for any reasonable, demonstrable and duly documented Development costs and expenses incurred by CureVac since (and in respect of the period after) the Closing Date and exclusively relating to such Optioned Product and, in addition, shall pay to CureVac accrued, non-refundable and non-creditable Development & Regulatory Milestone Payments in the amounts of Designated Target Antigen [***]. The Parties acknowledge and agree that Licensee paid MTI the Option Exercise Fee for the Designated Target Antigen [**]*] prior to the Amendment Effective Date.

Option Exercise Fee. If GSK exercises its Exclusive Option, GSK shall make the following payments to CureVac: (i) GSK shall compensate CureVac for all reasonable and demonstrable Development costs and expenses exclusively relating to such Optioned Product incurred by CureVac or its Affiliates since (and in respect of the period after) the Closing Date (including in case of an Optioned Product acquired by CureVac from a Third Party that portion of the fee paid to that Third Party that relates to the Optioned Product), provided, however, that with respect to any Optioned Product targeting [*****], the compensation by GSK shall also include the costs and expenses incurred by CureVac or any of its Affiliates before the Closing Date in the amount of EUR [*****]; and (ii) GSK shall pay to CureVac any milestone payments which would have been due since the Closing Date, if such Optioned Product had been an Other Product as at the Closing Date, if any (the payments under (i) and (ii) together, the "“Option Exercise Fee"”). The Option Exercise Fee is to be paid by GSK to CureVac within [*****] after receipt of an invoice from CureVac, with supportive documentation reasonably detailing the costs and expenses incurred by CureVac. By way of example: If GSK exercises its Exclusive Option for an Optioned Product under development by CureVac outside the scope of this Agreement for which CureVac has [*****] at the time GSK exercises its Exclusive Option, GSK shall reimburse CureVac for any reasonable, demonstrable and duly documented Development costs and expenses incurred by CureVac since (and in respect of the period after) the Closing Date and exclusively relating to such Optioned Product and, in addition, shall pay to CureVac accrued, non-non- refundable and non-creditable Development & Regulatory Milestone Payments in the amounts of [*****].

Option Exercise Fee. If GSK exercises its Exclusive Option, GSK shall make the following payments pay to CureVacCureVac a fee equal to [*****] of: (i) GSK shall compensate CureVac for all reasonable and demonstrable Development demonstrable: (A) costs and expenses exclusively relating of scientific, medical, technical personnel directly engaged in development (including regulatory) activities (which costs shall be determined based on the applicable FTE Rate), and (B) out-of- pocket expenses and other costs and expenses paid to such Optioned Product incurred by CureVac or its Affiliates since Third Parties for the development (and in respect including regulatory activities) of the period after) First-Gen COVID Vaccine Products, in each case which were incurred or forecast to be incurred before the Closing Date (effective date of Option Exercise in accordance with Section 3.3.6, including in case for pre-clinical research and development activities to design and develop the First-Gen COVID Vaccine Products, the CMC Development, the performance of an Optioned Product acquired by CureVac from a Third Party that portion Clinical Studies, the manufacture of the fee paid to that Third Party that relates to the Optioned Product)clinical study material, providedsafety monitoring, howeverregulatory filing and regulatory approvals, that with respect to any Optioned Product targeting and all support services relating hereto; [*****], and in each case which were incurred or forecast to be incurred before the compensation effective date of Option Exercise in accordance with Section 3.3.6; and (iii) any amounts paid to Third Parties under In-Licensing Agreements for the development of the First-Gen COVID Vaccine Products (whether as upfront payments, milestone payments, royalties or any other form of payment) were incurred or forecast to be incurred before the effective date of Option Exercise in accordance with Section 3.3.6 (the “Option Exercise Fee”). There shall be no double counting of any amounts to be paid by GSK to CureVac pursuant to this Section 3.3.5. For purposes of this Section 3.3.5, and to the extent allowed for under the applicable funding agreement, development costs shall also include the costs and expenses incurred be net of any subsidies, grants or other non-refundable external Third Party funding received by CureVac for the development or any manufacture of its Affiliates before the Closing Date in CureVac First-Gen COVID Vaccine Products, provided that such subsidies, grants or other non-refundable external Third Party funding: (i) would not be repayable or forfeited by CureVac under the amount terms of the relevant funding agreement as a result of being applied to the calculation of Net Profit under this Agreement, and (ii) are not made as a pre-payment of consideration for the future supply of vaccines. The Parties agree that the payments received by CureVac under the [*****]; ] Agreement and (ii) GSK the [*****] Agreement are made as a pre-payment of consideration for the future supply of vaccines under the [*****] Agreement and [*****] Agreement, as applicable, and shall pay to CureVac any milestone payments which would have been due since therefore not be considered for the Closing Date, if such Optioned Product had been an Other Product as at calculation of the Closing Date, if any (the payments under (i) and (ii) together, the "Option Exercise Fee"). CureVac shall notify GSK of any subsidies, grants or other non-refundable external Third Party funding that are eligible to be credited against the development costs of First-Gen COVID Vaccine Products under this Section 3.3.5. For clarity, the costs for the development of the First-Gen COVID Vaccine Products shall not include the costs for constructing and upscaling Manufacturing facilities to Manufacture the First-Gen COVID Vaccine Products. The Option Exercise Fee is to be paid by GSK to CureVac within [*****] after receipt of an invoice from CureVac, with supportive documentation reasonably detailing the development (including regulatory) costs and expenses incurred by CureVac. By way For clarity, each of example: If GSK exercises its Exclusive (i) the Option for an Optioned Product under development Exercise Fee and (ii) any repayment by CureVac outside of any pre-payment or consideration retained by CureVac for the scope future supply of vaccines in accordance with this Agreement for which CureVac has [*****] at Section 3.3.5 shall not be included in the time GSK exercises its Exclusive Optioncalculation of Net Profits in accordance with Section 8.2.3. In addition to the Option Exercise Fee, GSK shall reimburse CureVac for any reasonable, demonstrable and duly documented Development bear up-front all costs and expenses incurred by CureVac since (and in respect of the period after) the Closing Date and exclusively relating to such Optioned Product and, in addition, shall pay to CureVac accrued, non-refundable and non-creditable Development & Regulatory Milestone Payments in the amounts of [*****], provided that these costs shall be included in the calculation of Net Profits in accordance with Section 8.2.3 (except to the extent relating to a Pathogen Combination Product).