bntx-ex420_412.htm

This is the Second Amendment ("Second Amendment") to the Patent Sublicense Agreement which became effective on July 19, 2017, as amended in the First Amendment which became effective on February 10, 2020 (together, the “Agreement”) by and between CELLSCRIPT, LLC, a Wisconsin company (“Cellscript”) and BioNTech RNA Pharmaceuticals GmbH, a German corporation (“Company”). This Second Amendment is effective as of August 1, 2020 ("Second Amendment Effective Date"). Cellscript and Company may herein each be referred to as a "Party" or collectively as the "Parties".

WHEREAS, The Trustees of the University of Pennsylvania (“Penn”) is the ultimate recipient of amounts of money that are payable by Company under the terms of the Agreement after the Second Amendment Effective Date; and

WHEREAS, the Parties wish to amend the Agreement in order to assure more timely payment and less risk of loss for said certain amounts of money that are payable to Penn by Cellscript or by Cellscript’s sublicensor, mRNA RiboTherapeutics, Inc, (“mRNA”) from Company’s payments to Cellscript under the terms of the Agreement; and

WHEREAS, unless otherwise defined herein, capitalized terms will have the definitions given them in the Agreement.

NOW, THEREFORE, in consideration of the mutual obligations contained in the Agreement and in this Second Amendment, and intending to be legally bound, the Parties agree as follows:

From and after the Second Amendment Effective Date, all payments owed by Company to Cellscript under the Agreement shall be owed and paid directly to Penn, including but not limited to payments under sections [***].

All information, and reports concerning payments, including inventories, required under the Agreement shall be sent to both Cellscript and Penn, including under sections [***]. Such information shall be delivered to Penn at pcifin@upenn.edu with paper copies to:

Under Section 6.3 termination, a failure to pay Penn is a failure to pay Cellscript.

Under Section 6.7, the obligations to pay Penn shall survive termination of the Agreement for any reason.

All amounts payable by Company to Penn pursuant to this Second Amendment shall be in U.S. Dollars and shall be subject to the same instructions, terms, conditions and deadlines for payment as stated with respect to payments to Cellscript in the Agreement, except that all such payments to Penn shall be paid to “The Trustees of the University of Pennsylvania” as follows:


By ACH/Wire:	By Check (lockbox):
[***]	[***]




Payment should include the necessary amount to cover any bank charges incurred.

The Agreement, together with this Second Amendment, constitute the entire agreement between the Parties. All other terms and provisions of the Agreement, except as expressly amended by this Second Amendment, remain in full force and effect.

This Second Amendment may be executed in two or more counterparts, each of which shall be deemed an original and together shall be deemed one and the same instrument.

10)

Each Party’s respective Notice Address, as provided under Section 15.6 of the Agreement is hereby updated and replaced by the Notice Address listed on the signature page of this Second Amendment.

IN WITNESS WHEREOF, the Parties, intending to be legally bound, have caused this Second Amendment to be executed by their duly authorized representatives.


By:	/s/ Gary A. Dahl, Ph.D.		Notices to:	CELLSCRIPT, LLC
Name:		Gary A. Dahl, Ph.D.		726 Post Road
Title:		President and CEO		Madison, WI 53713 USA
				Attn: President


By:	/s/ Dr. Sierk Poetting		Notices to:	CELLSCRIPT, LLC
Name:		Gary A. Dahl, Ph.D		An der Goldgrube 12
Title:		President and CEO		55131 Mainz, Germany
				Attn: Dr. Sierk Poetting