In a regulatory filing, BioNTech (BNTX) said, “BioNTech previously disclosed that it was in discussions with the University of Pennsylvania concerning royalties and other related amounts allegedly owed on sales of the Company’s, and its collaboration partner, Pfizer’s (PFE) COVID-19 vaccine since commercialization. On December 23, 2024, the Company entered into a binding term sheet with Penn to provide terms on which the Company retains license rights under certain Penn patent rights in order to allow it to continue to pursue development and commercialization of Licensed Products. Under the terms of the Term Sheet, the Company and Penn would enter into a Settlement Agreement, pursuant to which the Company would, among other things, pay up to $467M to Penn, consisting of $400M as royalties for calendar years 2020-2023, up to $15M in funding for a three-year extension of the research term of the Company’s and Penn’s vaccine alliance, and $52M as a contribution to a research and development investment fund to be jointly managed by the Company and Penn. The Company’s execution of the Term Sheet does not in any way constitute an admission of liability with respect to any allegation raised by Penn, all of which the Company expressly denies, and nothing in the Term Sheet shall be taken as or construed to be an admission by the Company as evidence supporting any such allegation, any matter of fact or law, any violation of law or any other liability whatsoever. Pursuant to the Term Sheet, the Company and Penn agreed to enter into a side letter to the PSA to provide for a low single-digit percentage royalty on Net Sales of Licensed Products for 2024 onwards and provide a framework for a license for use in combination products which would include the COVID-19 vaccine used in combination with other active pharmaceutical ingredients. The Company and Penn further agreed in the Term Sheet to make amendments to their existing Collaboration and License Agreement, dated October 9, 2018, as amended on September 8, 2021 and December 22, 2021, including the three-year extension of the research term, in connection with which the Company would provide additional funding of up to $15M as discussed above, and their existing Collaboration and License Agreement dated January 18, 2023. Upon partial receipt of the Settlement Payment, Penn has agreed to dismiss with prejudice the litigation Penn filed against the Company and its former subsidiary, BioNTech RNA Pharmaceuticals, in the U.S. District Court for the Eastern District of Pennsylvania in connection with the historical royalty dispute between the parties, and to waive any claims or rights Penn may have had against the Company in connection with such historical royalty dispute. In connection with the Term Sheet and proposed Settlement Agreement, Pfizer has agreed to reimburse the Company for up to $170M of the claimed royalties payable to Penn for 2020-2023 sales in connection with the proposed Settlement Agreement.”