EX-10.6 5 nt10016217x4_ex10-6.htm EXHIBIT 10.6

Exhibit 10.6
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
Dated June 29, 2013
(1) IMMUNOCORE LIMITED
and
(2) GlaxoSmithKline Intellectual Property Development Ltd

COLLABORATION AND LICENSE AGREEMENT

THIS AGREEMENT is made and effective as of June 29, 2013 (the “Effective Date”)
BETWEEN

1. | IMMUNOCORE LIMITED (registered number 6456207) whose registered office is at 57c Milton Park, Abingdon, Oxfordshire, OX14 4RX, United Kingdom (“Im m unocore”); and

2. | GlaxoSmithKline Intellectual Property Devel op ment Ltd whose registered office is at 980 Great West Road, Middlesex, TW8 9GS, U nited Kingdom (“G S K”)

BACKGROUND

A. | GSK and its Affiliates are a global pharmaceutical company with expertise in the research, development, manufacturing and commercialization of human pharmaceuticals.

B. | Immunocore has extensive experience and intellectual property rights relating to the development of specifically targeted Compounds (as defined further below).

C. | GSK and Immunocore wish to collaborate to develop further Compounds and Immunocore desires to grant to GSK exclusive options to obtain exclusive licenses to Immunocore’s intellectual property rights to further develop and commercialize Licensed Products (as defined below), in each case on the terms and conditions set out below.

OPERATIVE PROVI S I ON S

1. | Definitions and Interpr etation

1.1 | In this A g ree ment the following words and expre ssions have the meaning set opposite:

Act i on | h as th e meani n g set forth in Section 7.4.2;
Affi li ate | means any company or other entity which directly or indirectly controls, is controlled by or is under common control with either Party, where ‘control’ means the ownership of more than 50% of the issued share capital or other equity interest (or such lesser percentage which is the maximum allowed to be owned by an entity in a particular jurisdiction) or the legal power to direct or cause the direction of the general management and policies of the relevant Party or such company or other entity; Adaptimmune shall not be considered to be an Affiliate of Immunocore for the purposes of this Agreement.
Alliance Manager | has the meaning set forth in Section 4.11;
Applicable Laws | means all laws, rules and regulations and guidelines which are in force during the term of this Agreement and in any jurisdiction in which the Collaboration Program is performed or in

1
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

| which any Licensed Pro du ct i s manufactured, sold or supplied to the ext e nt i n each case a ppl icable to any Party to this Ag reem ent;
Assignment Agreement | means the As sig n ment and Exclu s iv e License between Immunocore and Ad apt immune Ltd (“Adaptimm u n e”) d ate d May 20, 201 3;
Background | means any I n t ell ect u a l Pr ope rt y Ri g hts e x i s t in g at the Effe c t iv e Dat e of t h i s A gre e m ent;
Biosimilar Application | has t h e me ani ng set fort h in Sectio n 7.4.1;
Biosimilar Product | me an s any prod uct w h ich is fou n d in any country t o be i n terchangea ble with or bi o similar to any Li c ensed Product a nd whi c h as a resu lt is subject t o an a b brevi at e d ma rketing au thoris ation, or any pro du c t which con t a in s th e s ame ac tive ingredient as t he activ e ingredie n t i n t he Lice nse d Produ c t;
BPC&I Act | means t h e Biolo gi c s Price C o m petition and In no va t i o n Act of 20 0 9, an d a p p l ic able regulations pro mu lg a ted the reunder, as a me nded from time to ti m e;
Business D a y | me ans a d a y on w h i c h banking institutions in Londo n, Eng land are open for business, but exclu d i ng the ni n e (9) consecutive calendar days beginnin g on Dec e mber 24th and continuing t hro u g h Janua r y 1st of each calendar year during t he T erm, a n d all Saturday s and Sundays;
CDA | has the m e a n ing s et forth in Section 10.7;
Claims | means all suits, demands, claims, actions, proceedings, or liabilities (whether criminal or civil and whether arising under cont r a c t, tort or under statute o r otherwise) made by a Th i rd Party;
Clari fic ation A gr e e ment | means the Amendment and Clarification Agreement between Immunocore and Adaptimmune, dated May 20, 2013;
C linical Trial | m ea ns any human c lini c al tri a l or in ves tigati o n in which a ph a rm a ceuti ca l product is administe r ed to a per s on or patient including a ny Ph as e 1 Trial, Phase 2 Trial or Phase 3 Trial;
Collaboration Program | m e ans a progr a m of r e s e arch to discov e r, optimize and develop a Compound through

2
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

| Completion of all Project Phases in the applicable agreed Research Plan in accordance with the terms of this Agreement. Collaboration Programs include Initial Programs;
Collaboration Program Option | has the meaning set fo r t h in Section 6.2;
Collaboration Program Option Period | has the meaning set forth in Section 6.2;
Commercially Reasonable Efforts | means, wit h re s pect t o a Pa rty, s u ch effo rt s that are co n sist e nt w it h t he e f fort s and r esources norma ll y use d b y s uc h P arty i n the e xercise of its reas o nab le bu sin e s s di sc r e tion rela t i n g to the re s e ar ch, de v el o pmen t a n d comme rc ialization of a p ha rm aceut ic a l prod u ct owned b y it or to which it h as e x clusive rig h t s, w it h similar product c h aracteri sti cs (s u ch as t re atin g the s ame or a si mila r Indic a t i o n), which is of si mi l ar market pot e n tial at a s im i l ar s tage in its d evelopment or prod uc t life, taking in t o a c count is s u e s of patent co v e rage, s a f ety and effi c acy, p rodu c t profile, the compet i ti ve ness o f the m ark etplace, the p ropriet ary positi o n o f the c o m p o und or product, the re gulator y structure i nvolve d, the potential or ac tua l profit a bil it y of the applicable products (i n cl uding pricing an d reimbursement status achieved o r to be ac h ie v ed), and other relevant factors, in cl u ding te chn ical, legal, scientific and/or medical f actors. For purposes of clarity, Commer c ially Rea s onable Efforts would be d ete rmined on a market-by-market and I nd i c ation-b y-Indication basis for a particular p roduct a nd i t is anticipated that the level of effort may be di ffe rent for different markets and may change over time, reflecting changes in the status of the product and the market(s) involved;
Completion | means in relation to any Project Phase, the earlier of either completion of all activities agreed for such Project Phase or commencement of activities under the next Project Phase. In relation to a Collaboration Program, “Completion” means the earlier of (i) completion of all activities of the final Project Phase or (ii) either commencement of a Phase 1 T rial if the Collaboration Program is not an Initial Program, or commencement of a Phase 2 Trial if the Collaboration Program is an Initial Program. In relation to a Clinical Trial “Completion” means the completion of the Clinical Trial and

3
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

| production of final report from Clinical Trial in accordance with Clinical Trial protocol;
Compound | means a product that comprises (a) a TCR or a portion of a TCR that comprises a TCR alpha chain variable domain and a TCR beta chain variable domain wherein the TCR o r portion of the TCR binds to an HLA-prese n t e d antigen deriv e d from a Target; and (b) an Ef f e c t o r;
Confidential Information | means (a) th e Results; and (b) all technic a l, scientific or co m m e rci a l informatio n (in an y fo rm or medium an d i n clud i n g all c op i es of th e sa m e) concerning pa st, pre sen t, a nd/ or fu ture transac t i on s, dea ling s, p rojec t s, plans, p roposals, and o t he r b usi n e ss a ffai r s t h at (i) a re d isclosed dire c t l y o r indir ec t l y by o n e P arty (t h e “d isclosing P a r t y”) to t he o ther (t h e “rec ei v i n g Party”) at any t i me in con tem pla t io n of or i n c o nnection with t h is A gr eem e nt. F o r the av o id a nce of doubt C o nfident i a l I nfo r mation s h all incl ude resuIts, d ata, da taba ses, p r a ctices, m ethods, te c hniques, spe cifi ca t ions, fo r m ul a t i o n s, for m ulae, protein s equ e n c es, D NA sequ e n c e s, kno w-how, skill, test da t a, p r oc e d u res, p ro ces s infor ma t io n;
Controlled | m ean s t ha t any Pa r t y has t he ri g ht to grant any lice n c e i n re la tion to an y In t ellectual Pr o perty R ig h t witho u t violatin g th e terms of any ag r e e men t o r ot her a r ran g ement with any Third P a rt y a nd “C ontrol” o r “Control s” shall be interpr e t e d a ccordi n gly;
Cov er | means w ith resp ect to a particular patent or p a te nt applic a tion and with reference to a p a rti c ular pro d uc t or pr oc e s s that th e u se, ma nufac ture, sale, offer to sell, supply or import of s uch pr o d u ct or process would infringe a Valid Claim of su c h patent or patent application (or a claim of the Joint Foreground), in the absence of th e lic e nc e s under thi s Agre e ment;
CPR | has the meaning set forth in Section 15.3;
Data S haring I n i t i a tive | means GSK’s policy initiative, known a t the Effective Date a s the “SHARE Initi a tive”, to p ro vide researchers with access to Clinical Trial and study information, including anonymised patient level d a t a and as co mmuni ca t ed to Immu noco r e fro m time t o tim e and e a c h c ase provided such initiative does not require any

4
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

| materi a l c h a nge s to any Immunocore polici e s or op e rational pra c ti c e s;
Dataroom | m ea n s a n e l ec tronic d a t a room a cc e s s ibl e by GSK and other existing or potential licensees of Immunocore which contains Confidential Information in relation to Targets and in particular the following information relevant to each Target: [***];
Dataroom Period | has the me a ning s et fo r t h i n Section 5.3.1;
Deed | means th e D eed of Assignment between Immu nocore an d Ad apti mmu ne d ate d May 20, 201 3;
Defending Party | has th e me an i n g set forth in Sec t io n 7.7.1;
Development Additiona l Work | h a s the m ea ni ng se t forth i n Section 3.6.1;
Development Candidate | me ans a Compound meeting the D evelopment C andid a te C riteria o r de s i g nated as a Develo pme nt Candid ate by the JS C in accordance w ith Section 3.6;
Development C an didate Criteria | m eans the c ri te ria to be achieved by any Com pound during Project Phase 2 of any C ollabor atio n Progra m a s initially set forth in Section B o f Exhi bit A, which criteria may be modi fi e d for each a p p licable Collaboration Program by the J S C.
Eff ect ive Date | h as the m eani ng s et forth in the preamble;
Effector | means any protein or polypeptide having the ability to modulate cell function, a cytotoxic moiety or a diagnostic label, including derivatives or variants thereof;
EMA | means the European Medicines Agency, and any successor entity thereto;
En tity | has the meaning set forth in Section 5.3.1;
Exe cutive Officers | has the meaning set forth in Section 4.5;
FDA | Means the United States Food and Drug Administration, and any successor entity thereto;

5
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

Field | means any use or purpose, including the treatment, palliation, diagnosis or prevention of any human disease;
First Commercial Sale | means, with respect to any Licensed Product, the first sale in any country in the Territory by GSK, its Affiliates or their sub lic ens e es after all required Regulatory Approvals hav e b een granted in such country;
Foreground | means any Int ellec tual Property Rights in any Results or any In tell e ctual Propert y R ig hts arising as a result of th e p erformance of a Party’s obligations o r e xe rcis e of a P a r ty’s righ ts und er this Agreem en t;
FTE | mean s the eq ui v ale nt of t he wo rk of one em ploy e e full tim e on th e C ollabo r at ion Program an d pe rformi n g a ny fu n ct io n dire ct l y re lated to the condu ct of t h e a ppli ca b le Resear c h Pl an;
GAAP | me ans Ge ne ra lly A ccepted Acc o un ting Pr inciples;
GSK | has the m eani ng set forth in the pr ea mb l e;
GSK Background | m e a ns B ac k g round own e d or Con trolled by GSK o r its A ffilia tes;
GSK Foregrou n d | mea n s F oreg ro und whic h is so lely conceived or re duce d to p ra c tic e by G SK, its Affiliates or their sublic ense e s o r any of the ir sub-contractors;
GSK In de m n ified Par ties | has th e mean ing se t for th in Section 11.9;
GSK P at en t Ch all enge | has the m eaning se t forth in Section 13.8;
HLA | me a n s Hu m a n L eu kocyte Antigen;
HLA Program | h a s the m ean ing set forth in Section 5.2;
ICC | has the meaning set forth in Section 15.4;
IFRS | means International Financial Reporting Standards;
Immunocore | has the meaning s et forth in the preamble;
Immunocore Background | me a ns Background o wned or C o ntrolled by Immunocor e, including th e p a t e nts and pat e nt applications listed on Schedule 3 but e x cluding any Third Party Platform Rights;

6
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

Immunocore Foreground | means Foreground solely con c eiv e d o r r edu c ed to practi c e by Immunocore or its sub-c o ntra c tors;
Immunocore Indemnified Parties | has the meaning set forth in Section 11.8;
Immunocore Patent Challenge | has the meaning set forth in Section 13.9;
Indication | means a disease, tre atme nt area or t he r a peutic indication in rela t i on t o which an y Li censed Product has obta in e d Regulatory App ro v al. By way of example a s pe cifi c type or sub-t y p e of cancer will be an Ind i ca tion. F o r the pur p os es of pa y m e nt of Mileston e F e e s an I n d i c a tion w i ll n ot in c l u de an extension, a m e ndm e nt or s u pp l e me nt t o an existing R e gu lato r y A pp ro v a l for treatm e n t of the same d i s e as e o r d i ff ere nt pa tient s tratifications with i n th e sam e d is e ase s t ate;
Infringement | has t h e me an i n g set forth in Section 7.4.1;
Infringement Notice | h a s the m ea ni ng se t forth i n Section 7.4.1;
Initial HLA Program | has th e m eani ng set forth in Section 5.2;
Initial Program Opt i on | ha s t he m e a n i ng set forth in Section 6.1;
Initial Program Option Period | ha s t he m e a n i ng set forth in Section 6.1;
Initial Pro gr ams | m e a n s th e I n it i al Tar ge t Programs and the Initial HLA Pro g r a m s, collect iv el y;
Initia l T a rge t | h as t h e me aning s e t fo rth in Se c tion 5.1;
Ini t ia l T arge t Pr ogra m | h as th e meani n g set forth i n Section 5.1;
Ini tia tion Fee | m eans t h e a mount of either [***] per Collaboration Program, as applicable, as set forth in Schedule 2;
Intelle ctua l Property Right s | means patents, rights to inventions, copyright and related rights, tradem a rks, trade names and domain names, right s in d es igns, rights in c omputer so ftware, databa se right s, right s in Confidenti a l Information (includin g know-how) and a ny oth e r intell e ctual prop e rty rights, in ea ch ca s e whether regi s tered o r unregi s tered and including all applications (or rights to apply) for, a nd renewals o r exten s ions of, such rights and all similar or equiv a lent rights or form s of

7
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

| prot ec tion which subsist or will subsist now or in the future in any part of the world;
Joint Foreground | means any Foreground conceived or reduced to practice jointly by any of Immunocore or its sub- contractors on the one hand and any of GSK, its Affiliates or their sublice n sees or any of their sub- contractors on the other ha nd;
JPT | has the meaning set forth in Section 4.6;
JSC | has the meaning given in Section 4.1;
Lapse Notice | has the meaning given in Section 7.3.5;
Lead Additional Work | has the meaning set forth in Section 3.5.1;
Lead Candidate | means any Compound resulting from the performance of a Project Phase 1 and which meets or is agreed to meet the Lead Candidate Criteria or in relation to which the Parties agree to proceed to Project Phase 2;
Lead Candidate Criteria | means the criteria to be achieved by Compounds as set forth in Section A of Exhibit A, which criteria may be modified for each Collaboration Program by the JSC;
Licensed GSK Foreground | has the meaning set forth in Section 6.13;
Licensed Product | means any pharmaceutical product comprising or containing a Compound arising from a Collaboration Program whether or not as the sole active ingredient and in any dosage form or formulation. Licensed Product excludes any pharmaceutical product in which the relevant Compound when administered to any patient or individual is comprised within or attached to (including via transfection) any cell;
Losses | means losses, damages, legal costs and other expenses arising out of or relating to a Claim;
Milestone Fee | means the amounts set out in Schedule 2 in relation to each milestone;
Net Sales | means, with respect to each Licensed Product, the amount for all sales reported (either publicly, or internally if public reporting is not applicable) by GSK, its Affiliates or their sublicensees in each of their respective accounts on a calendar quarterly basis and in each case based on the

8
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

| accounting rules applicable to production of such accounts (“Accounting Rules”). Such sales figures shall be the gross amount billed by GSK, GSK’s Affiliates or its sublicensees or where not billed, received by GSK, GSK’s Affiliates or its sublicensees in relation to any Licensed Product less gross to net deductions typically and consistently applied to such receipts by either GSK, GSK’s Affiliates o r its sublicen se es in accordance with the app licable Account ing Rules and in each case w hi c h are actuall y in curred, allowed, paid, a cc rued or specifical ly a llocated. An illustration o f the gross to n et deductions applied by GS K as a t t h e Effective D a te is s et o ut in Schedul e 10. As a t the Eff ec t i ve D ate, the applicable A ccou ntin g Rules are IF R S b u t th e Net Sales d e fini ti on w i ll be am en d ed as app rop riate to reflect c ha nges t o G SK’s, its Affiliates or Sub li cen se es acc ounting r ules (fo r example, chan g e from IFR S to U K GAAP) b ro u ght about by m e rge r, ta ke-o v er o r la w;
Nominated HLA | h a s the m ea ni ng s et forth in Section 5.2;
Nominated Target | has the meani ng set forth in Section 5.1;
Nomination Date | me a ns th e date of r e ceipt b y GSK of the accepta nce in wri t i ng by Immunocore of the N omina tio n Notice;
Nomination No tic e | h as t he mean i ng g iven in Section 5.3.2;
Non-valida te d Targ e t | has the me a nin g set forth in Section 5.3.8;
Optio n N oti ce | has t h e me aning se t forth in Section 6.3;
Party | mea n s either G SK or Immunocore as the context r eq u i res a n d “Parties” shall be construed ac cordingly;
Patent Liaison s | has the meaning set forth in Section 4.12;
Phase 1 D at a Package | [***] of each Phase 1 Trial conducted by Immunocore in connection with the Initial Programs to all o w GSK to determine whether it will exercise any Initial Program Option;
Phase 1 Trial | means a clinical trial of a pharmaceutical product on human subjects or patients designed with the primary purpose of determining safety, metabolism and pharmacokinetic properties and clinical pharmacology of s uch product as and to

9
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

| the extent defined for the United States in 21 C.F.R. § 312.21(a), or its successor regulation, or the equivalent regulation in any other country, including the Phase 1 part of any Clinical Trial that is a combination Phase 1 Trial and Phase 2 Trial; provided, that multiple coh or ts in a single Phase 1 Trial, such as multip le d ose-escalation co horts, shall constitute a s i n gl e P hase 1 Trial;
Phase 2 Trial | means a clinica l t rial of a pharmaceutical product on human p atient s d esigned to determine a variety of do s e s, dose r es pon s e, and du ration of effect, and to g ener at e initial e vi de nce o f c li nical safety an d activity i n a ta rg e t patient population, as an d to th e extent defin ed fo r the U nited States in 2 1 C.F.R. § 312.2 1(b), or its successor regulation, o r t he equivalent regulation in any o th er count ry, e xclu d ing the Phase 1 part of any clin ical t rial that is a comb inati o n Phase 1 Trial a n d Phase 2 Trial;
Phase 3 Trial | means a clinical t r ia l of a pharmaceutical product on pa tient s designed t o (a) estab l i sh that a drug i s s a fe an d e fficac i ous f o r its i n t ended use; (b) define wa rnings, pr ecautions and adverse r eacti o n s t hat are ass ociate d w it h the drug in the dos ag e r ange to be pres cribed; and (c) support a Regulatory A ppro val of s uch drug, as and to the ex t en t defi n ed for the United States in 21 C.F.R. § 312.21 (c), or its successor regulation, or the equivalent regulation in any other country;
Pivo t al Tr ial | means (a) any Ph as e 3 Trial, or (b) a Phase 2 Trial; o r (c) a n y Clinical Trial, the results of which a re deter m i ne d by a Regulatory Authority to en able g ra n t of Regulatory Approval or in relation to which a R e gulatory Authority has found that the results may be sufficient to support an application for Regulatory Approval;
Platform R i g hts | means any Intellectual Property Rights owned or Controlled by Immunocore arising outside of this Agreement (in c luding Third Party Platform Rights) but excluding Immunocore Background. For c larity, Platform Right s do not in c lude Foreground;
Pro ject Phase | means a phase of a Collaboration Program set forth in the applicable Research Plan agreed between the Parties from time to time during the term of this Agreement;

10
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

Project Phase 1 | means the first phase of any Collaboration Program to identify one or more Compounds to the Target that meet the Lead Candidate Criteria;
Project Phase 2 | means Project Phase 2A and Project Phase 2B of any Collaboration Program in which any Compounds developed o r identified during Project Phase 1 are further dev elo ped with a go al of meeting the Development Candidate Crit e r ia;
Project Phase 2A | means the first par t of Project Phase 2 in which any Compound f rom Project Phase 1 undergoes [***];
Project Phase 2B | means the s e c o nd p art of Project P h ase 2 i n which [***];
Prosecuting Party | has the mean i n g set fo r t h in Section 7.3.5;
Regulatory Approval | m e ans r egulatory approval (i ncl uding pricing or [***] to the exte n t the applicable r e g ulatory authorities in s uc h country require a pricing o r reimbursement approv a l pr ior to commercialization of a product in s uch c o un try) r e qu ir ed t o m a r ket a Licensed Product for a n Indication in acc ordance with the A p p lic able L a ws and regulation s of a given co u n try, o r similar a pprovals in other foreign j urisdict ion s. In the U n ited States, Regulatory Approval m eans app roval of a New Drug Application (“ND A”), Biologics License Application (“BLA”) or an equi v alent by the FDA, and in the European Union, Regulatory Approval means a p p ro val o f a Marketing Authorization Application (“MAA”) o r a n equivalent by the EMA. [***];
R e gulatory Authority | means the FDA in the U.S. or any health regulatory authority in another country in the Territory that is a counterpart to the FDA and holds responsibility for granting Regulatory Approval for a product in such country, including the EMA, and any successor(s) thereto;
Replacement Target | has the meaning set forth in Section 5.3.4;
Research Plan | has the meaning set forth in Section 2.1;
Results | means any data, know-how, output, mutations, sequences, produ c ts, modifications, developments, assay s, c o mpounds, m ate rials, documentation or oth er r esults arisin g directly from the performanc e of a Collaboration P rogram

11
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

| by either Pa rty, its Affiliates o r their subcontractors;
Royalty | means the roya lt y set o u t i n Section 9.1;
Royalty Report | has the meaning given in Section 9.8;
Royalty Term | has t he me aning set forth in Section 9.2;
Subcommittee | has t he me an i n g set forth in Section 4.9;
Target | means th e protein or bi ologica l mol ec ule from w hich an HLA-presented antigen is derived;
Target Program | has the me a ning set forth in Section 5.1;
TCR | means a T-cell recept or in any for m;
Terminated Produ ct s | has the meani ng set forth in Section 13.6.7;
Terminate d Projects | has t he m ean ing set forth in Section 13.6;
Territo ry | mean s w o rldwide;
Thir d Pa rt y | means a ny entity o r individual which is not a Party to this A g reement or an Affiliate of GSK;
Thi rd Party Infringement Claim | ha s the mea n ing set forth in Section 7.7.1;
Third Part y Platform Rights | means any patents or patent applications Controlled by Immunocore and arising under an agreement between Immunocore and a Third Party, which agreement is for the development or research of Compounds;
Va l i d Claim | means a claim of any issued and unexpired pat e nt or patent application within the Immunocore Foreground, Immunocore Background or Platform Rights, to the extent that such claim in any patent or patent application has not lapsed, been withdrawn or been disclaimed, denied or admitted to be invalid by any court of competent jurisdiction in a non-appealable judgment or otherwise rendered invalid or unenforceable through reissue, disclaimer or otherwise through re-examination, opposition, post-grant review or inter partes review, or lost through interference proceeding, or been cancelled or abandoned or dedicated to the public;

12
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

VAT | means value added t ax as provided f or in the Value Added Tax A ct 1994 togeth er with legislation supple me ntal thereto or othe r tax or a similar nature in s ubstitution for it;
Year | means a pe riod of 12 calendar months.

1.2 | In this Agreement:

| 1.2.1 | references to Sections and Articles a re to the Sections and Articles of this Agreement;

| 1.2.2 | headings are used for convenience only and do not affect its interpretation;

| 1.2.3 | (a) the word “includi n g” sha ll be deemed to be followed b y the phrase “without limitation” or li ke expres si on; (b) t he singular sh a ll inclu d e the plural and vice versa; and (c) masculi ne, feminine and neut er pronouns a nd expressions shall be interchangeable; and

| 1.2.4 | references to a statutory provision include references to the statutory provision as modified or re-enacted or both from time to time and to any subordinate legislation made under the statutory provision.

2. | Gener a l Bac kground - Collaboration Programs

2.1 | The Parties shall collaborate on a series of Collaboration Programs in accordance with the terms a n d conditions set forth in this Agreement, and in accordance with a research plan established by the JSC, as amended from time to time (each, a “Research Plan”). The Research Plan agreed to by the Parties prior to the Effective Date governing the first Initial Targ et Program is set forth in Schedule 1; provided, that such Research Plan shall be updated by the JSC within [***] of the establishment of the JSC to include additional details of specific activities and timelines required to achieve the Lead Candidate Criteria and Development Candidate Criteria. Thereafter, the Research Plan for the first Initial Target Program shall be further updated when reasonable, to include detailed Clinical Trial design and other matters that cannot reasonably be addressed as of the Effective Date or the [***] period referred to above. It is anticipated that Immunocore will be primarily responsible for the conduct of the Research Plans as p rovided further in this Agreement.

2.2 | In general, each Research Plan for each Collaboration Program shall include equivalent details to those agreed in the Research Plan for the first Initial Target Program set forth in Schedule 1, [***]. The Research Plan for each Collaboration Program shall be developed and agreed in accordance with Section 5.3.7, and once agreed and finally approved by the JSC, the Research Plan for each Collaboration Program shall form a schedule to this Agreement; provided, that with respect to the Initial Programs, each such Research Plan s hall be updated by the JSC to include detailed Clinical Trial design and other matters t h at cannot r ea s onably be addressed at the time the initial Research Plan is agree d.

3. | Performance and Funding of Collaboration Programs

3.1 | Immunocore shall commence work under the R es earch Plan for the first Collaboration Program upon completion by the JSC of t he updated R esearch Plan as set forth in Section 2.1. All other Collaboration Programs s hall commence promptly after agreement of the Research Plan, in acco rdan ce wi th a n d sub je c t to Secti on 5.3.7.

13
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

3.2 | Immunocore (or its subcontractors) shall be res ponsible fo r conducting the activities set forth in each Research Plan, in accor d ance wi t h the terms of such R esearch Plan, using Commercially Reasonable Efforts an d in a cc ordan ce with all Applicable Laws. In addition, Immunocore (or its subc o ntractors) shall pe rform the Collaboration Program in good scientific manner, and in a ccordanc e with the polici e s se t forth in the attached Schedule 5 (to the extent s uch p olicie s are applic a b l e to the activities b e i ng conducted) and, to the extent applicable, all other r equirements of GLP, GCP and GMP. All activities that are required to be performe d to GLP, GCP or GMP shall be performed by [***]. [***] Commercially Reasonable Effo rts t o ensur e the foll owing: (i) data are bei n g generated using sound scientific techniq u es and processe s; (ii) da t a are being a ccurately and reasonably contemporaneously record ed in accordance with good scientific practices by personnel conducting r esearch or dev e lopment h ere under; (iii) data are being analyzed appropriately without bias in accordanc e w ith good s cientific practices; and (iv) data and re s ul ts are bein g sto r ed secure ly and can be easily retrieved. Notwithstanding Immunocore’s responsibility to carry out the activit i es set forth in the Research Plans, GSK (or its subcontractor s or Affiliates) may conduct certain activities as set forth in the ap p lic able R e se arch P l a n [***]; provided that GSK will comply (and ensu re its subcontractors or Affiliates comply) with Sections 3.2, 3.3 and 3.4 with respect to such conduct.

3.3 | Subject to the requirements set forth above in Section 3.2, including the obligation to use Commer cially Rea so n able Efforts, Immunocore shall perform (or ensure that its subcontract ors perform) the Collaboration Program using personnel which are suitably qualified a n d experienced to perform the activities set out in the Collaboration Program. Immunocore shall (i) within a reasonable period of time after agreement of the Resear ch Plan [***].

3.4 | Each Party shall provide cooperation and information as reasonably necessary to assist the other Party in performing the Collaboration Program. A Party shall not be responsible for any delay or suspension of any Collaboration Program where such delay or suspension is caused by any failure of the other Party to provide any information, assistance or cooperation.

3.5 | On a Collaboration Program-by-Collaboration Program basis, at any time during the conduct of Project Phase 1 of such Collaboration Program through the [***] period following Completion of Project Phase 1 of such Collaboration Program, Immunocore shall either (i) make a rec o mmendation to th e JSC that a Compound satisfies the applicable Lead Candidate Criteria, or (ii) advis e t he JSC that no Compound satisfies the applicable Lead Candida t e Criteria, but that additional research is likely to result in a Lead Candidate; or (iii) advise the JSC that no Compound satisfies the applicable Lead Candidate Criteria and that i n Immunocore’s reasonable discretion, it is not technically feasible to develop a Lead C andida t e under t he applicable Collaboration Program.

| 3.5.1 | Within [***] after rec ommendation by Immunocore of the potential Lead Candid ate in a c c o rdance with Sect ion 3.5(i), the JSC will decide on the nomination of one or more Le ad Cand ida te(s) to progress to Project Phase 2. Upon the JSC’s determination that at least one Compound satisfies the applicable Lead Candidate Criteria, su c h Compound shall be deemed a Lead Candi date and sha ll be progressed into Project Phase 2A development. If the J S C does n o t sele ct any of the proposed Lead Candidates with in [***] o f submission by Immunocore, then the JSC may specify within a fu rther [***] what additional research activities, if any, that were not included in the applica ble Res earch Plan a r e requir ed t o enable at least one (1) Compound to achieve the Lead Candidate Criteria (“Lead Additional Wor k”). Promp tl y thereaf ter, the Parties will a m e nd the applicable Research Plan to reflect a ny such L ead Ad ditional Wor k and Immunocore shall conduct suc h Lead Additional Work. If no L ead Additional Work is agreed or no Lead Candidate i s nominated by the J SC with in [***] after Completion o f such Lead Additional Work, then GSK shall terminate the Collabor at ion Program and Sect ion 13.6 shall apply.

14
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

| 3.5.2 | Wit hi n [***] after advising the JSC that no Compound satisfies the Lead Candidate Criteria in accordance with Section 3.5(ii) or 3.5(iii), then the JSC shall either (i) specify within a further [***] what Lead Additional Work, if any, is required to enable a t least one (1) Compound to achieve the Lead Candidate Criteria, or (i i) decide to t e rminate the applicable Collaboration Program. In the event that Section 3.5.2(i) occurs, the Parties will amend the applicable Research Plan to reflect any such Lead Additional Work and Immunocore shall conduct such Lead Additional Work. If no Lead Candidate is nominated by the JSC within [***] after Completion of the Lead Additional Work, th en the Collaboration Program shall terminate and thereafter, or in the event Section 3.5.2(ii) occurs, Section 13.6 shall apply.

3.6 | On a Collaboration Program-by-Collaboration Program basis, at any time during the conduct of Project Phase 2 of such Collaboration Program through the [***] period following Completion of Project Phase 2 of such Collaboration Program, Immunocore shall either (i) make a recommend at ion to the JSC that a Lead Candidate satisfies the applicable Development Candidate Criteria, or (ii) advise the JSC that no Lead Candidate satisfies the applicable Development Candidate Criteria, but that in Immunocore’s reasonable discretion, additional research is likely to result in a Development Candidate; or (iii) advise the JSC that no Lead Candidate satisfies the applicable Development Candidate Criteria and that in Immunocore’s reasonable discretion, there is no additional research that will result in a Development Candidate because it is not technically feasible to develop a Dev e lopment Candidate under the applicable Collaboration Program.

| 3.6.1 | Within [***] after recommendation b y Immunocore of the potential Development Candidate in accordance with Section 3.6(i), the JSC will decide on the nomination of o ne or more Development Candidate(s). Upon the JSC’s determination that at least one Lead Can d idate s ati sfies the applicable Development Candidate Cri teria, s u ch Lead Candidate shall be deemed a Development Candidate and if the Collaboration Program is an Initial Program, it shall be progressed in to further p re-clinic al development and/or Clinical Trial developm e n t, and if the Collaboration Program is not an Initial Program, then the provis ions of S ection 6.2 shall apply. If the JSC does not select any of the proposed Development Candidates within [***] of su bmission by Immunocore, then the JSC may specify within a further [***] what additional research activities, if any, that were not included in the ap plic able Re search Plan are required to enable a t least one (1) Lead Ca ndidate to achieve the Development Candidate Criteria (the “Development Additional Work”). Promptly thereafter, the Parties will amend the applicabl e Research Plan to reflect any such Development Additional Work and Immunocore shall conduct such Deve l opment Additional W ork. If n o Development Additional Work is agreed or no Development Candidate i s nominated by the JSC after Completion of such Development Additional Work, the n GSK shall terminate the Collaboration Program and Section 13.6 shall a pply.

| 3.6.2 | Wit hin [***] aft er a dvising the JSC that no Lead C an did ate satisfies the Develop ment Candid ate Criteria in accordance with Section 3.6(ii) or 3.6(iii), then the JSC ma y either (i) specify within a further [***] what Devel opment Additional Work is required to en a ble at least one (1) Lead Candidate to achieve the Development Candidate Criteria, or (ii) decide t o terminate the applicable Collaboration Program. In the event that Section 3.6.2(i) occurs, the Parties will amend the applicable Research Plan to reflect any such Development Additional Work and Immunocore shall conduct such Development Additional Work. If no Develop ment Candidate is nominated by the JSC after Completion of the De velopmen t A d ditional Work, then the Collaboration Program shall terminate and thereaf ter, or in the event Section 3.6.2(ii) occurs, if the Collaboration Program is an Initial Target Program, Sections 8.3 and 13.6 shall apply and in a ll other circumstances, Section and 13.6 shall apply.

15
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

3.7 | In r e lation to an y Lead Additional Work or Development Additional Work agreed by the J SC under Sections 3.5.1, 3.5.2, 3.6.1 or 3.6.2, any additional time and effort incurred [***] of such Collaboration Program, together with the Lead Additional Work or Development Additional Work, as applicable, [***].

3.8 | Immunocore’s FTE rate as at the Effective Date is [***] per Year.

3.9 | Subject to the terms of this Agreement, GSK shall have the right to eng a ge Affiliates and both Parties shall have the right to engage Third Party subcontract o rs to perform certain of its obligations under the Collaboration Programs, and such Affiliates or subcontractors shall be assigned the applicable obligation as set forth in the agreed Research Plans; [***]. Any Affiliate or subcontractor to be engaged by a Party to perform a Party‘s obligations under a Collaboration Program shall meet t he qual i f icatio ns typicall y required by such Party for the performance of work si milar in sco pe and com plexity to the subcontracted activity and shall agree in writing to c omply with the appl i cable term s of this Agreement (including confidentiality terms); provided, t hat any Party engaging an Affiliate or subcontractor hereunder will rema in responsible for the act i o n s and omissions of any subcontractor to whom it delegates its obligations under thi s Agreement including to the extent such actions or omissio ns result in a breac h of the terms of th i s Agreement. In addition, any Party engaging a subcontractor shall in all cases retain or obtain ownership of any and all Intellectual Property Rights arising as a result of performance of any sub-contracted activity under the Research Plan and any sub-contract agreement shall state that such sub-contra ctor has n o rights to u s e any Intellectual Property Rights owned or Controlled by the othe r Party s ave as stri ctl y neces s ary for performance of the sub-contracted acti v i ties. Any sub-contractor shall not be entitled to further sub-contract its obliga tions und e r this Agreement.

3.10 | Except as provi ded in Section 3.7, Immunocore shall be responsible for its own costs and exp ens es incurred in performing any Collaboration Program. If either Party believe s a Research Plan for any o f the Initial Programs should be amended with respect to the applicable Phase 1 Trial in a manner that is reasonably expected to cause [***]. If the JSC approve s such amen dment to the Phase 1 Trial, then [***]. [***] or liable under t his Agreement for any delay to a Collaboration Program or delay to the developmen t of any Lice n sed Product to the extent caused by a failure of the JSC or GSK to agree to amend the applicable Research Plan as described in the foregoing sentence.

4. | Governance; Collaboration Program Management

4.1 | W i thin [***] of the Effective Date, the Parties will establish a joint steering committee (the “JSC”). The JSC shall be responsible for overseeing the conduct of all Collaboration Programs, and approving the detailed requirements and deliverables for any Collaboration Program as developed by the JPT. The JSC shall have oversight and decision-making responsibilities for activities performed for each Collaboration Program and shall resolve disputes at the JPT. The JPT shall keep the JSC informed of the progress and activities under each Collaboration Program. The JSC shall be comprised of [***] representatives (or such other number of representatives as the Parties may agree) from each of GSK and Immunocore. Each Party may replace any or all of its representatives on the JSC at any time upon written notice to the other Party in accordance with Section 16.1 or by e-mail to the other Party’s Alliance Manager. Each representative of a Party shall have sufficient seniority and appropriate expertise in biotechnology and pharmaceutical drug discovery and de v elopment to participate on the JSC. Each Party may, subject to the other Party’s prior ap proval, invite n on-member representatives of such Party to attend meetings of th e JS C as non-voting participants, subject to the confidentiality obligations of Article 1 0. The Alliance Managers shall also participate as non-voting members in JSC meetings.

16
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

4.2 | In addition to the responsibilities set forth in Section 4.1, the JSC shall p e rform the following functions, subject to the final decision-makin g authority of the re spective Parties as set forth in Section 4.5:

| 4.2.1 | review and approve a Research Plan for each Collaboration Program in accordance with the timelines set forth in Article 5;

| 4.2.2 | review and approve any changes required to the Research Plan for any Collaboration Program in accordance with Section 4.7;

| 4.2.3 | review and monitor progress of eac h Collaboration Program with input from the JPT;

| 4.2.4 | confirm whether the Lead Candi date Criteria have been achieved by a Compound;

| 4.2.5 | review and approve changes to the Lead Candidate Criteria for each Collaboration Program;

| 4.2.6 | con firm whe ther the Development Candid ate Criteria have been met by a Compound;

| 4.2.7 | re view a n d ap prove changes to the Deve lo pment Candidate Criteria for each Collaboration Program;

| 4.2.8 | review and d i scuss data arising from the Phase I Trials conducted under the Initial Programs;

| 4.2.9 | generally serve as a forum for exchange of information and to facilitate di scussions re g ard ing the conduct of the Collaboration Programs hereunder;

| 4.2.10 | r e solve disputes referred from the JPT;

| 4.2.11 | review and determine the requirement for any additional documentation under Section 6.11 below;

| 4.2.12 | review and determine the amount of initial training and technical assistance required from Immunocore to GSK under Section 6.11 together with the time for provision of such initial training and technical assistance; and

| 4.2.13 | such other responsibilities as may be assigned to the JSC pursuant to this Agreement or as may be mutually agreed by the Parties from time to time.

4.3 | Save as provided under Section 4.7, the JSC shall meet quarterly and chairing of the meetings shall be alternated between each Party’s designated representative, unless otherwise agreed. The meetings shall be held at the premises of the Party chairing the meeting unless otherwise agreed. The Parties may also agree to hold such meeting by telephone or video conference or webinar although at least [***] in any Year shall be in person to the extent possible. The first mee t ing shall be chaired by [***] and shall be held within [***] o f the Effectiv e Date. The Alliance Manager for the Party chairing each meeting sh a ll be responsibl e f o r [***] to comment on and add items to the agenda a n d re-circulate the a g e nda at lea s t [***] ahead of the agreed date o f the m ee ting. Th e Parties s h a ll each be responsible for their own costs and expense s i n c u r red i n participating and attending JSC meetings. Copies of data and proposals t o b e dis c u sse d s h a l l b e cir c u l a t ed by each Party at least [***] p ri or t o e ach JSC m ee ting w h e r e reasonably possible.

17
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

4.4 | The Alliance Manager from the Party that is not the chai ring Party shall be responsible for preparing and circulating minute s, within [***] of each meeting of the JSC, setting forth, inter alia, an overview of the discussions at the meeting and a list of any actions and decis ions approve d by the JSC an d a l i st of any issues to be resolved by the Executive Officers pursuant to Section 4.5. Such minutes shall be effective only after approved by both Parties i n writing. With the sole exception of specific items of the meeting minute s to which the memb ers cannot agree and that are escalated to the Executive Officers as provided in Section 4.5, definitive minutes of all JSC meetings shall be finalized no later t han [***] after the meeting to which the minute s pertain. If, at a ny time dur ing the preparation and finalization of the JS C minutes, the Parties do not agree o n any issue with respect to the minutes, suc h issue shall be resolved by the esca la tion process set forth in Section 4.5. The decision resulti n g from the escalation process shall be recorded by the Alliance Manager in amended fi n alized mi n ute s for suc h meeting.

4.5 | Decisio n s of the J S C shall b e made on a unanimous basis with each Party having one vote on th e JSC. In the event of any inability to rea ch a decision at a JSC meeting, the [***] (the “Executive Offi c e rs”). Where resolution i s s till not po s sible within [***] of referral to the Executive Officers, GSK sha ll have the final decision-making authority save that GSK s hall not be entitled to resolve any dispute in a way which would (a) require amendm ent of thi s Agreement; or (b) materially increase or change the scope of work, co s t or expe ns es of Immunocore under any agreed Research Plan for any Collaboration Program or result in a material delay to the Collaboration Program; or (c) result in I mmunocore losing any ownership interest in any Foreground; or (d) place patient s at excessive risk or which might be reasonably considered to place patient health and safety a t risk in a Clinical Trial conducted by Immunocore in accordance with a Research Plan. For the avoidance of doubt, a “material delay” shall mean an ad ditional period of time added to any Program Phase of at [***] of the timelines se t forth in the Research Plan. By way of example, if Project Phase 1 is scheduled to t ake [***] for Completion, then a material delay in that case shall be a suspension of work under Project Phase 1 for a period of [***]. Solely in the case where Immunocore reasonably believes GSK’s final decision will have one or more of the consequences set forth in (a) - (d) above, Immunocore may refer the matter to the dispute resolution process set forth in Article 15.

4.6 | Joint Project Team. As soon as possible after the Effective Date, the Parties shall establish a joint project team (the “JPT”) which shall be initially responsible for the day-to-day operations of the Initial Target Program. The JPT shall also be responsible for the day-to-day operations of all other Collaboration Programs when they become effective; provided, that if multiple JPTs are needed due to different Targets or disease areas, then the Parties may establish separate JPTs for different Collaboration Programs. The JPT shall be comprised of representatives from each of GSK and Immunocore with the appropriate scientific expertise wit h respect to the c onduct of the Research Plans (and such representatives may vary depending on the relevant Project Phase) and shall meet on a [***] basis (or more or less frequently as agreed by the Parties) at Immunocore’s facilities or via teleconference at such times as may b e agreed by the Parties during the Research Term. The JPT will report to the JSC an d will be responsible for the day-to-day management of the conduct of the Research Plans including overseeing the conduct of experiments and reviewing data resulting from such experiments as set forth in the Research Plans, prop osing a mendments to the Research Plans, proposing new Research Plans to t he JSC for new Collaboration Programs for JSC approval, discussing potential Lead Candida t es and Development Candidates for proposal to the JSC. All decisions of the JPT on matters for which it has responsibility shall be made unanimously. In the event that the JPT is unable to reach a unanimous decision within [***] after it h as met and attempted to reach such decision, then either Party may, by written notice to the other, have such issue submitted to the JSC for resolution in accordance with Section 4.5. Each Party will bear all expenses it incurs in regard to participating in all meetings of the JPT, including all travel and living expenses.

18
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

4.7 | Where any Party wants to amend th e serv ices o r tas ks all ocat ed under any Research Plan it shall not if y the JSC of such d es ir e to amend. The notification shall include details of the chang e s b eing requ este d a nd the i m pa ct suc h changes will have on the remainder o f the Rese ar c h Plan inclu ding a n y impact o n timescales. Unless the request needs to be determine d ahe ad of th e n e xt JSC meeting, any amendment to the Research Plan will be d iscuss ed at the next J SC me eting and the request for change will be add e d to the agend a fo r the next mee ting. W h ere a request needs to be determined mor e qui ck ly, t he JSC m a y c all a speci a l meeting to resolve the matter ahead of the next scheduled JS C meeting. Th e c hai r of such special meeting shall be the same chair a s for the next JSC meeting. M in u t es of the s pecial meeting will be circulated and pre par ed in accordance with Section 4.4.

4.8 | The JSC shall not have any authority to amend the terms of this Agreement or to add Collaboration Programs in excess of the [***] Collaboration Programs permitted under this Agreement. The foregoing provisions of this Article 4 notwithstanding, neither Party shall have the right to exercise its final decision-making authority to unilaterally: (a) determine that it has fulfilled any obligations under this Agreement or that the other Party has breached any obligation under this Agreement; (b) make a decision that is expressly stated to require the mutual agreement of the Parties; or (c) other wise expand its rights or reduce its obligations under this Agreement.

4.9 | From time to time, the JSC may establish subcommittees to oversee particular projects or activities, as it deems necessary or advisable (each, a “Subcommittee”). Each Subcommittee shall consist of such number of members as the JSC determines is appropriate from time to time. Such members shall be individuals with expertise and responsibilities in the relevant areas over which such Subcommittee shall have oversight and/or decision-making authority.

4.10 | The JSC shall automatically cease to exist on completion of all Collaboration Programs. The JSC’s involvement in relation to any particular Collaboration Program shall cease on the earlier of termination of such Collaboration Program in accordance with Article 13 or Completion of such Collaboration Program.

4.11 | Promptly after the Effective Date, each Party shall appoint an individu al to act as alliance manager for such Party (each, an “Allia nce M anager”). Each Alliance Manager shall thereafter be permitted to attend me e tings of the JSC as a non-voting observer, subject to the confidentiality provisions o f Article 10. The Alliance Managers shall be the primary point of contact for the Parties regarding the collaboration activities contemplated by this Agreement or other rep o rti ng obligations und er this A greement and shall facilitate all such activities hereunder. The All iance Managers sha ll also be responsible for assisting the JSC in performing i ts ov e rsight re s ponsibilitie s wi th respect to the activities of the JPT, as well as by prepa rin g and fina l izing the minutes from meetings of the JSC. The name and cont a c t information f o r such Al li ance Managers, as well as any replacement(s) chosen by Immunoc o re or GSK, in their sol e discretion, from time to time, shall be promptly prov ided to the other Party in accordance with Section 16.1 of this Agreement.

4.12 | Within [***] after the Effective Date, the Parties shall each designate representative(s) to consult with the other Part y’s represen tative(s) wi th respect to patent prosecution, defense and enfor c ement matters (the “Paten t Liaisons”) as more fully described in this Section 4.1 2. The Patent Liaisons shall discus s, at such times, places and frequencies as either Patent Liaison determines is necessary, material issues and provide input to e ach othe r regardin g the prose cution, maintenance, enforcement or defense of Platform Rights (t o the ext ent Immunocore ha s s u ch rights with respect to Third Party Platform Rights), Immunocore Background, Im m u nocore Foreground, Joint Foreground and t h e Licens e d GSK Foreground and in eac h c ase in accordance with the rights granted under Article 7. The Patent Liaisons shall be responsible for coordinating the implementa tion o f each P arty’s st ra teg ies for the protection of the foregoing Intellectu al P roperty Rights in accordanc e with the t erms of this Agreement. All final decision s re lated to the p ro secution,

19
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

maintena n ce, enforcement or defense of any Immunocore Ba ck ground, Platform Rights, Joint Foreground, Immunocore Foreground and Lice nsed GSK Foreg round sha ll be made by the Prosecuting Party.

5. | Collaboration Programs - R ese arch P l a n s; Target Nomination

5.1 | Targ e t Program s. GSK ha s the right to nominate up to four (4) Targets (each, a “Nominated T a r g et”) to be the subject of Collaboration Programs as set forth below (each Collaboration Program directed to a Nominated Target, being a “Target Program”). Each su ch Target Program shall relate to a different Nominated Target. The Nomin ated Target and its HLA allele for the first Target Program are specified in Schedu le 1 to this Agreement (the “Initial Target”). GSK has the right to nominate the se cond Nom i nated Target no later than [***] after the Effective Dat e of the Agr e ement, and thereafter shall have the right to nominate the third and fo u rth Nominated Targets no later than the [***] of the Effective Date, e xcept as otherwise provided in this Agreement. The first two (2) Target Programs are r eferred to herein as the “Initial Target Programs.”

5.2 | HLA Programs. Each Target Program under Section 5.1 above shall be specific to a designated HLA allele. GSK also has the right to nominate up to [***] HLA alleles (each, a “Nominated HLA”) to be the subject of further Collaboration Programs as set forth in this Section 5.2 (each Collaboration Program direct ed to a Nominated HLA, an “HLA Program”). Each Nominated HLA shall be associated with a Nominated Target; provided, that GSK may nominate any number of Nominated HLAs related to a specific Nominated Target at GSK’s discretion subject to the overall maximum of [***]. GSK may exercise its right to nominate a Nominated HLA associated with a Nominated Target at any time beginning on the d at e of commencement of the applicable Target Program for such Nominated Target and ex piring on th e [***] anniversary of Completion of the Phase I Trial conduct ed w ith respect to the Compound arising from such Target Program, whether su ch P h ase 1 Trial i s co nducted by Immunocore or GSK. The first [***] HLA Programs are referred to herein as the “Initial HLA Programs.”

5.3 | Nomination Process.

| 5.3.1 | The Dataroom shall be available to GSK for a period of [***] from the Effective Date, except as may be extended as provided in this Agreement (the “Dataroom Period”). The same information as provided in the Dataroom shall also be available to all partners, licensees and potential licensees of Immunocore. Immunocore warrants that, as of the Effective Date the same information has been, and for the Dataroom Period will be, provided to GSK in the Dataroom in relation to Targets as has been or will be provided to other potential licensees and partners of Immunocore (each an “Ent i t y”) who have been granted access or will be granted access to the Dataroom as of the Effective Date or during the Dataroom Period (excluding any information relating to Targets which have been exclusively licensed to any 5.3.4). Immunocore may add furthe r Targets to the D a taroom in its absolute discretion.

| 5.3.2 | Except for the Initial Target, GSK shall nominate a Target or HLA by providing no tic e in writing in t he form s et out in Schedule 8 to Immunocore (the “No mina tion Not ice”). The Nomination Notice shall specify either (a) the Target being nominated together with the HLA allele to which any Compound direct ed at the Target should first be developed; or (b) the new HLA allele to which any Compound should be directed for a Nominated Target that is the subject of a pre-existing Target Program. Immunocore shall have [***] from receipt of Nomination Notice to accept or reject the Nomination Notice by signing and returning a completed Nomination Notice to GSK; provided that a Nomination Notice may only be rejected in accordance with Section 5.3.4 below and shall be accepted by Immunocore under all other circumst a nces. The Nomination Date for the

20
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

first Target and HLA type specified in Schedule 1 shall be the Effective Date. Date of acceptance of a Nomination Notice by Immunocore under this Section 5.3.2 shall constitute the Nomination Date in relation to all other Targets and HLAs notified under this S ectio n 5.3.2. Where the Target is not a Target provided in the Dataroom, then prior to any nomination of such Target the provisions of Section 5.3.8 shall apply and GSK shall not be entitled to nominate a Target which is not provided in the Dataroom unless the steps set out in Section 5.3.8 have been taken. GSK understands and accepts that prior to nomination of a Non-validated Target (as defined in Section 5.3.8), GSK has no exclusive option under Section 6.1 or 6.2 and that Immunocore will still be entitled to reject any Nomination Notice naming a Non-validated Target for the reasons given in Section 5.3.4.

| 5.3.3 | Upon the Nomination Date, Immunocore shall immediately remove the Nominated Target from the Dataroom, and thereafter, Immunocore shall not (a) work on or further develop any Compound to the Nominated Target, including any HLA alleles associated with such Nominated Target except as provided in this Agreement; (b) license or coll a borate with any Third Party in relation to the development of any Compoun d to t h e Nominated Ta rget; or (c) otherwise make available such Nominated Tar get to any T h ir d Party for development of a Compound to such Nominated Target. Immunocore warrants that all information regardin g t h e Initial Target h a s been removed from the Dataroom on or before the Effective Date, and t h e Parties agree that the foregoing sentence applies to th e In itia l T a r get as of th e Effective Date.

| 5.3.4 | Immunocore may remove Targets from the Dataroo m in its s o l e discretion at any time prior to receipt of a Nomination N o t i ce, and may reject a Nomination Notice [***] Nomination N o t ice reject ed b y Immunocore i n accordance wi t h this Section 5.3.4 shall be d e e med an “Invalid T a r get”. Immunocore sha ll not be liable for any claim b y G SK a r is i n g out o f remov a l o f a Targ e t fro m the Dataroom by Immunocore p ri o r to r e c e ip t of a Nomination Notic e. A ny Nomination Notice r e ceived in r e lati o n to an In vali d Target s h all be dee m ed rejected and Immunocore shall rem ov e the In v a l id Tar ge t f ro m the D atabase if not previously removed. GSK s h a ll hav e t h e ri g h t to no m i n at e a replacement Target (e ach, a “Replacement Target”) in lie u o f t he Invali d Target in the s a me manner a s d e scrib e d i n Section 5.3.2 until t h e later of either the [***] anniv e rsary of the Effective Dat e or [***] from GSK’s receipt of notice that a Nom i n ated Tar ge t i s an Invalid Target. For clarity, GSK may continue to n o m inate R e pla c ement Targets under the terms of this Agreement when and i f p r e viously no m inated Replacement Targets are deemed Invalid Targets and subject to the maximum of four (4) T arget Programs under Section 5.1.

| 5.3.5 | With r e s pec t to any Invalid Target, Immunocore agrees not to (a) work on or furthe r d e v e lop any C ompound to the Inv a lid Targ e t, including any o f its HLA alleles associated with such Invalid Target; or (b) licence or c ollaborate with any Third Party in relation to the development of any Compound to the Invalid T arget, including any HLA alleles associated with such Invalid Target, in each case, for a period commencing on the date that the Nomination Notice sp e cifying such Invalid Targ e t was d ee m e d invalid (or as r e l e v a nt th e dat e a T a rg e t is rem o ved from the Dat a room), and e nding o n the l a t es t to o c c ur o f either (i) [***] from su c h d a te; or (ii) the [***] a nnivers a ry of the Effective Date, in e ach case subject to Section 5.3.6 below.

| 5.3.6 | Where any Invalid Target, with respect to which Immunocore rejected a Nomination Notice from GSK, subsequently becomes available for licence [***].

21
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

| 5.3.7 | Where any Nominated Target i s accept ed by Immunocore, the JSC shall have [***] (or such o ther reas o nable peri od as m ay be necessary) after the Nomination Date to develop a nd ap pro ve the Re search Plan for the applicable Target Program or HLA Program, and promptly thereafter Immunocore shall commence the work set forth in the Research Plan; provided, that Immunocore shall hav e no obligation to commence work under an agreed Research Plan until the earlier of (a) the expiry of a period of [***] after co mmen c e ment o f work u n d e r a Research P lan for the most recently ag r e ed and active Collaboration Program; o r (b) the date on which [***] to com m en ce wo rk under t h e app li c a b l e Research Plan. For clarity, w i t h resp e c t t o th e In i t ial Programs, ea c h s uch Research Plan shall be upd at e d by the J S C to i nclu d e detailed C linical T r i a l design and other matters th a t c a nnot r e a so nabl y b e addr e ss e d at th e tim e the initial Research Plan is a g re e d.

| 5.3.8 | At any time comm encing o n the Effective Date and ending [***] from the Effective Date, and a s long as GSK has at least one (1) targe t nomina t ion avail able, GSK may notify Immunocore in writing up to [***] during su ch period, t hat it w i shes to evaluate a Target other than those set out in th e Datar oo m (“No n-va lidated Target”). The notification from GSK shall include the following [***] shall be d iscussed at the next meeting of the JSC (or as otherwise provided by the JSC). If t h e JSC determines that further investigation of a Non-validated Target is required in order to determine its technical feasibility as a tractable Target, [***] Immunocore of [***] in which GSK is interested. The JSC shall agree [***], but as of the Effective Date, it is anticipated that Immunocore shall require [***]. Immunocore shall then as soon as reasonably possible and in any event only once it has resources available (as determined by Immunocore in its sole discretion), attempt to identify [***] from the Non-validated [***]. The validation work shall not extend beyond validation work typically carried out by Immunocore for Targets within the Dataroom. Immunocore shall report to the JSC on the progress of the validation work and on completion shall notify the JS C either that (a) in its view, the validation work sugge s t s that it would be possible or technically feasible to identify a Compound t o the N on-validated T a r get; or (b) in its view, the validation work does not sug g est that it would b e possible or technically feasible to identify a Compound to the Non-vali d ated Target. Following completion of the validation wo r k and notificatio n t o the JSC as to the technical feasibility of identifyin g the Compound t o the Non-validated Target, GSK shall be entitled to nominate the Non-val idate d T arget in accordance with Section 5.3.2 a n d s uch N o n-valid a t ed Ta r get shall be thereafter treated in the same w a y as a ny No m i n a t e d T ar g e t from the Dataroom.

| 5.3.9 | Should GSK wish to assess any additi onal Non-v ali dated Targe ts other than in accordance with Section 5.3.8, then the Parties shall d isc uss the assessment of such Non-validated Tar gets. Wh er e the Parties agree t o proceed with such assessment, the Parties will negotiate in go od fait h the terms which would apply to such asse ssment includi ng responsibilities o f each Party and time, cost and resource all ocations require d of e ach Party.

5.4 | Research Licence. Commencing o n each Nomination Date for e ach Collaboration Program, and solely t o the extent that it is agreed in any Collaboration Program that GSK should conduct w ork unde r the appl icable Research Plan, Im munocore shall grant and hereby grants to GSK a non-exclusive lice nce in t he Territory under the Immunocore Ba ckg ro und, Immunocore Foreground, Jo in t Fo reground and Platform Rights to the extent necessary for GSK’s performance of the Collaboration Program. The licence unde r this Section 5.4 sha l l expire on the earlier of (a) the date on which Immunocore rejects a Nomination Notic e in accordance with Section 5.3.2; or (b) an exclusive licence be i ng gran t ed following exercise of the Initial Program Option or Collaboration Prog ram Option, as applicable; or (c) expiration of the applicable Initial Program Option Period or

22
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

Collaboration Option Pe riod without exercise of the Initial Program Option or Collaboration Program Option, as applicable; or (d) Completion of th e Collabor a tion Progra m. The lice n ce und er this Section 5.4 shall be sublicenseable to GSK’s Affiliates to the extent s u ch Affiliates are performing any obligations under any Collaboration Program.

6. | Options; Lice n ce s

6.1 | On an Initial Program-by-Initial Program basis, Immunocore shall grant and hereby grants to GSK, an exclusive option to obtain the exclusive licences on the terms set out in Section 6.7 (each, an “Initial Program Option”). With respect to the first Initial Target Program de s c ribed on Schedule 1, the Initial Program Option shall commence on the Effective Da te [***]. W i th respect to the additional Initial Programs, the Initial Program Option shall commence on the Nomination Date, and each Initial Program Option shall expire on an Initial Program-by-Initial Program basis on the earlier of either (i) the date that is [***] foll o wing receipt by GSK o f the a pplicable Phase 1 Dat a P a ckage; or (ii) termination of the appli c able Coll a bor a tion Program in ac c o r dance with Sections 3.5.1, 3.5.2, 3.6.1 and 3.6.2, including if such termination occurs after Completion of any Lead Additional Work or Development Additional Work without nomination of a Lead Candidate or Development Candidate, respectively (the “Initial Program Option Period”).

6.2 | With respect to all Collaboration Programs other than as provided in Section 6.1, on a Collaboration Program-by-Collaboration Program basis, Immunocore shall grant and hereby grants to GSK, an exclusive option to obtain the exclusive licenses on the terms set out in Section 6.8 (each, a “Collaboration Prog ra m Option”). Each such [***] Collaboration Program-by-Collaboration Program basis on the earlier of either (i) the date that is [***] following determination by the JSC that at least one Le a d Candidate from such Collaboration Program satisfies the appli cable Development Ca nd idate Crit eria and is deemed a Development Candidate; or (i i) termination of the a p p l icabl e Collaboration Program in accordance with Sections 3.5.1, 3.5.2, 3.6.1 an d 3.6.2, i nclu d in g if such termination occurs after Completion of a n y L ea d Additional Work or Development Additional Work without nomination of a Le ad Candidate or Deve lop ment Candidate, respectively (the “Collaboration Pr og ra m Op tio n Perio d”).

6.3 | GSK may exercise an Initial Program Option or Collaboration Program Option at any time during the Initial Program Option Period or Collaboration Program Option Period, respectively, by provision of written notice to Immunocore specifying the Initial Program or Collaboration Program in relation to which the Initial Program Option or Collaboration Program Option is being exercised (“Opt ion Noti c e”). On receipt of the Option Notice by Immunocore, Immunocore shall grant, and hereby grants, to GSK the exclusive licence on the terms set out in Section 6.7 with respect to such Initial Program Option or Collaboration Program Option.

6.4 | On a Collaboration Program-by-Collaboration Program basis and Target-by-Target basis and during the Initial Program Option Period or Collaboration Program Option Period, as applicable, Immunocore shall not (a) independently or with, or on behalf of, a Third Party, conduct any research, development or commercialisation activities on any Licensed Product; or (b) licence any Third Party under its rights in the Immunocore Foreground, Immunocore Background, Joint Foreground or Platform Rights to manufacture, use, sell or supply any Licensed Product. There shall be no breach of this [***] (ii) Immunocore licenses its Intellectual Property Rights to a Third Party in relation to the development of Compounds or TCRs to Targets other than the Nominated Target; or (iii) Immunocore licenses its Intellectual Property Rights to a Third Party to enable such Third Party to carry out specific research projects intended to improve or enhance the Immunocore Background and which are not specific to any Target. For clarity any research or development licence agreement with a Third Party under Section 6.4(iii) shall not include any licence under Immunocore Background, Platform Rights or Immunocore Foreground to manufacture, sell, supply, use, import or commercialise any Licensed Product.

23
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

6.5 | For the avoidance of any doubt and save as explicitly otherwise provided in Section 6.7, n o l icen c e i s grant e d und e r thi s Agreement (including under any ex e r c i se o f a n Initial Program Option, Collaboration Program Option or t he licen s es gr a nted under Secti o n 6.7) to GSK under Immunocore Background, Immunocore Foreground or Platform Rights in relation to any product that contains cells that are transfected with genes encoding TCRs or modified TCRs including any product containing cells that may also be transfected with one or more additional other molecules (whether or not transfected at the same time or by the same means as the genes encoding TCRs or modified TCRs).

6.6 | During the term of this Agreement, Immunocore shall inform GSK where it reasonably [***] within the timescales agreed in the relevant Research Plan that were to be conducted in the next [***]. Such determination shall [***]. In particular, Immunocore’s Alliance Manager shall report to the JSC at each JSC meeting as to whether, [***]. Following disclosure of such concerns, GSK may request a meeting [***]. Any meeting [***] shall be held promptly and Immunocore will answer any reasonable questions raised in such meeting. Nothing in this Section 6.6 shall be construed to require Immunocore to breach any regulatory requirements or rules of any relevant stock exchange on which Immunocore may at any time be listed.

6.7 | Licence Terms.

| 6.7.1 | Commencing upon GSK’s exercise of an Initial Program Option as described in Section 6.1 or a Collaboration Program Option as described in Section 6.2, Immunocore shall grant and hereby grants to GSK the following licenses:

| (a) | an exclusive license under Immunocore rights in the Immunocore Foreground and Joint Foreground to make, have made, import, use, offer for sale, and sell Licensed Products arising from the applicable Collaboration Program in the Field in the Territory. Each such license shall continue for the applicable Royalty Term, unless earlier terminated pursuant to Article 13;

| (b) | an e xclu sive li cen se under the Immunocore Background and Platform Rights, in e a c h cas e, so le l y to the extent it is necessary for GSK to make, have m ade, imp ort, use, offer for sale, and sell Licensed Products arising from t he applicable Collaboration Program in the Fi el d in the Territory. Each such license shall continue until the e arlier t o o ccur of (i) the date on which such license is no longer necessary for GSK to make, have made, import, use, offer for sale, an d sell such Licensed Products in the Field in the Territory; (ii) the expiration of the applicable Royalty Term; or (iii) termination of the a p pl icable license or the Agreement in its entirety pursuant to Article 1 3;

| 6.7.2 | Each licence granted in accordance with Section 6.7 is separate and independent from any other exclusive licence granted in accordance with this Agreement.

6.8 | The licences under Section 6.7 include the right to sub-licence with the prior written consent of Immunocore, such consent not to be unreasonably withheld, except, that consent shall not be required as follows:

| 6.8.1 | GSK may use contract research organizations to perform portions of the development of the Licensed Products to the extent consistent with its normal business practices and in all cases consistent with Section 3.8 above;

24
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

| 6.8.2 | GSK may engage reasonably qualified third parties to assist with the distribution and sales of the Licensed Products to the extent such arrangements are commercially reasonable throughout the Territory and in all cases consistent with Section 3.8 above;

| 6.8.3 | GSK may use Third Parties, including contract manufacturers, to manufacture, label and package the Licensed Products provided such use is in all cases consistent with Section 3.8 above;

| 6.8.4 | GSK may sub-license any of its rights to Affiliates.

GSK shall notify Immunocore within [***] of execution of any sub-licence agreement and, except with respect to sub licenses to Affiliates, shall provide a redacted copy (in which commercial terms or terms not relevant to compliance with the terms of this Agreement shall be redacted) of such sub-licence agreement to Immunocore. Where any Affiliate is sub-licensed by GSK, GSK shall procure that such Affiliate agrees to comply with the applicable terms of this Agreement including Sections 6.8, 6.9, 13.6.5 and 13.8 and Articles 7, 9, 10, and 14. GSK shall remain responsible for any acts or omissions of its sublicensees and shall be liable for any breach of the terms of this Agreement as a result of any act or omission by its sublicensees.

6.9 | GSK will include binding provisions in all sub-licenses granted in accordance with Section 6.8 providing that if the sublicensee or any of sublicensees’ Affiliates undertakes a Patent Challenge with respect to any patent or patent application to which the sublicensee is granted a license, GSK will be permitted, subject to Applicable Laws, to terminate such sublicense agreement. If a sublicensee of GSK or any Affiliate of such sublicensee undertakes a Patent Challenge of any such patent or patent application, then upon receipt of notice from Immunocore of such Patent Challenge, GSK will either cause the sublicensee to cease involvement in such Patent Challenge within [***] of receipt of notice, termin a te the applicable sublicense agreement within [***] of r ec eipt o f notice i f p e r mitte d b y A pplicable Laws, or Section 13.8 shall appl y with respect to s u ch pat ent or pate n t ap plication on expiry of [***] from receipt of notice.

6.10 | Post-Option Ex erci se Resp o n s ibilities.

| 6.10.1 | Following commencement of each licence as provided in Section 6.7, GSK shall use all Commercially Reasonable Efforts to further develop, manufacture, sell and supply Licensed Products within the Territory with a view to obtaining Regulatory Approval for at least one Licensed Product from each Collaboration Program as soon as reasonably possible. GSK shall comply with all Applicable Laws including requirements of GMP and GCP in relation to any manufacture, development, sale or supply of Licensed Products. GSK shall be solely responsible for all activities relating to the manufacture, development, sale and supply of Licensed Products and shall have sole and final decision-making authority with respect thereto.

| 6.10.2 | GSK will submit reports to Immunocore on a [***], commencing [***] after GSK exercises the first Initial Program Option or Collaboration Program Option, as applicable, to update Immunocore, in reasonable detail, on the current progress and status of the conduct of material development activities with respect to the Licensed Products. All such reports will be considered Confidential Information of GSK. Nothing in this Section 6.10.2 will obligate GSK to disclose confidential information to Immunocore regarding a proprietary compound or product of GSK or a Third Party. Immunocore may ask clarification questions following receipt of rep or t s and GSK (via its Alliance Manager or otherwise) will provide answers w i th in reasonabl e t i me s cales to such clarification questions.

25
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

6.11 | Within a period of [***] after GSK exercises an Initia l Program Option or Collaboration Program Option, Immunocor e shall transfer and d eliver (or provide access) to GSK all ResuIts arising out o f suc h Collaboration Program to the extent GSK does not already have access to such Results a nd to th e ext ent s u ch Results are in a tangible form, together with all mat erials se t forth o n S chedule 7 in a manner that allows for the orderly transition of Licens ed Products to GSK. Immunocore shall use Commercially Reasonable Efforts to t ransfer the Results a nd materials on Schedule 7 in a format that is com pliant wi t h Applicable Laws; provided, that if such format is not compliant with App lic able La w s, then GSK shall info rm Immunocore of such insufficiency and Immunocore shall use Commercially Reasonable Efforts to correct such insufficiency reasonably promptly thereafter. The details of any additional materials or documentation that m ay be reasonably requi r ed by GSK to further develop, manufacture, register or sell Licensed Products, shall be determined by the JSC including as relevant the timing of provision of any such additional documentation. The JSC shall al so determine the amount of reasonable technical assistance and training initially requir e d from Immunocore to G SK’s personnel with respect to Results and the m aterials s et forth in Schedule 7 to enable GSK to comply with its diligence obligations under Section 6.10.1. Such initial assistance and training shall be provide d as an d when reas onably r equ ired and determined by the JSC and in any even t subject to Immunocore havi ng avail able resources to provide such technical a ss i stance and training. T here a fter, GS K may request up to [***] meetings p er yea r (which may be he ld by teleconference or video conference) and [***] w ith [***] documentation s u pporting the amount [***].

6.12 | On a Collaboration P ro gram-by-Collaboration Program basis, commencing on the date such Col laboration Program commences and expiring upon the earlier of termination of t he Collaboration Program, Completion of the Collaboration Program, or termination of this Agreement, GSK hereby grants to Immunocore a non-exclusive, ro y alty-free l i cense in the Territory, with the right to grant sublicenses (subject to Section 3.7), under (a) GSK Background that GSK determines in its sole discretion is necessary for the conduct of the Collaboration Program, and (b) GSK Foreground and GSK’s interest in the Joint Foreground, in each case of (a) and (b) solely to permit Immunocore to conduct its activities with respect to such Collaboration Program as contemplated under the applicable Research Plans in accordance with the terms of this Agreement.

6.13 | In addition to the licenc e under Section 6.12, GSK hereby grants to Immunocor e a non-exclusive, worldwide, fully paid-up license under its rights in (i) GSK’s interest in Joint Foreground and (ii) the GSK Foreground, solely to the extent such GSK Foreground or Joint Foreground [***] (the GS K Foreground included in this license grant is referred to as “Licensed GSK Foregrou n d”). Such lic e nse shall be freely sublicenseable through multiple tiers by Immunocore without the need to [***] Agreement”); [***] (i) the date on which such license is n o longer n ec es sary for Immunocore or its Third Party sublicensees to make, hav e mad e, imp o rt, u se, offer fo r sale, and sell Compounds other than License d Products; o r (ii) in the cas e of Third Party sublicensees, the date of termin at ion of t h e app l ic a ble su b lic e nse or agreement granting such sublicense to su c h Th ird Party.

6.14 | Where Immunocore becomes aware of any Licensed GSK Foreground which is [***] legal department and only ac cesse d by such le gal department or external legal advisors. As soon as rea s on ably p os sible aft e r the date on which Immunocore [***] to Immunocore within a p eriod of [***] stating whether it [***] has agreed to keep the notification confidential and that such notification will be held by the Third Party’s legal department and only accessed by such legal department or external le gal advisors.

7. | Intellect u al Property Ownership and Prosecution

7.1 | Immunocore sha ll retain all of its right, title and interest in and to the Immunocore Back ground and Platform Rights, and GSK shall retain all of its rights, title and interest in a nd to the GSK Background, except to the extent that any such rights are expressly lice nsed by one Party to the other Party under this Agreement. Immunocore’s Patent Li a is on shall promptly disclose to GSK’s

26
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

Patent Liaison, any Immunocore Foreground made by it solely (or jointly with a Third Party) or by a Third Party on its behalf. Immunocore shall be the sole owner of Immunocore Foreground and shall retain all of its right, title and interest thereto, except to the extent that any rights or lic enses are expressly granted hereunder by Immunocore to GSK. GSK shall be the sole owner of GSK Foreground and shall retain all of its right, title and interest thereto, except to the extent that any rights or licenses are expressly granted hereunder by GSK to Immunocore.

7.2 | Notwithstanding anything to the contrary contained herein or under Applicable Laws, and subject to the rights and licenses granted under Sections 6.7, 6.12 and 6.13, the Parties hereby agree that each Party will be entitled to practice and sublicense Joint Foreground without restriction or consent of the other or an obligation to ac count to the other Party, and each Party hereby waives any right i t may have under t h e laws of any jurisdiction to require any such consent or account i n g.

7.3 | Prosecution.

| 7.3.1 | Background; Platform Rights. Immunoc ore will retain control of filing, prosecution and maintenance of all Immunocore Ba ckgroun d and Platform Rights (to the extent it has suc h control in the c a s e of Third Party Platform Rights) at Immunocore’s sole cost d u ring the Te rm. To the extent in each case that any Immunocore Backgrou nd or Platform Rights (excluding Third Party Platform Rights) Covers any Licensed Product or Nominated Target or Nominated HLA, Immunocore shall promptly provide GSK via the Patent Liaisons with copies of all material communications f rom any patent authority regarding the Immunocore Background and Platform Rights (excluding in relation to Third Party Platform Righ t s), and drafts of any material filings or responses in relation to any Immunocore Background o r Platform Rights (excluding Third Party Platform Rights) to be made to such patent authorities, where rea son ably po ssible at le a st [***] in advance of submitting such filings or resp onses to allow GSK the opportunity to review and [***] suc h prosecution.

| 7.3.2 | F o r egrou n d. Prior t o exercise of an Initial Program Option or Collaboration Program Option, Immunocore shall file, maintain and prosecute any patent applicat io ns an d patents comprising Immunocore Foreground or Joint Fore ground arising from such Collaboration Program, at its sole cost. Immunocore shall prom ptly provi d e GSK via the Patent Liaisons with copies of all draft pat ent applic ations, material communications from any patent authority regarding Immunocore Foreground and Joint Foreground, and drafts of any ma t erial fi lin gs or responses to be made to such patent authorities wher e r easonabl y possible at least [***] in advance of submitting s uch filings o r responses to allow GSK the opportunity to review and [***] p rosecution of Immunocore Foreground and Joint Foreground. Unless otherwis e agreed by the Patent Liaisons, Immunocore Foreground and Joint Foregro und shall initially be filed, at a minimum, as an international application under the Patent Cooperation Treaty designating all available countries. Thereafter on national phase entry and where the relevant Initial Program Option or Collaboration Program Option has expired without exercise, Immunocore shall have sole discretion as to any final decision on which countries any national patent applications [***] shall discuss with GSK and agree with GSK what patent application filing [***].

| 7.3.3 | Following exercise of an Initial Program Option or Collaboration Program Option, GSK shall assume responsibility for and have the first right to file, maintain and prosecute any patent applications and patents comprising the Immunocore Foreground or Joint Foreground arising from the Collaboration Program in relation to which such Initial Program Option or Collaboration Program Option was exercised and in each case that Covers the Licensed Product or any part of the Licensed Product or any use of or

27
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

process for manufacture of the Licensed Product arising from such Collaboration Program. GSK shall promptly provide Immunocore via the Patent Liaisons with copies of all draft patent applications, material communications from any patent authority regarding Immunocore Foreground and Joint Foreground, and drafts of any material filings or responses to be made to such patent authorities where reasonably possible at least [***] in advance of submitting such filings or responses to allow Immunocore the opportunity to review and comment. GSK shall [***] any reasonable comments provided by Immunocore in connection with the prosecution of Immunocore Foreground and Joint Foreground. The Immunocore Foreground shall continue to be filed in the name of Immunocore.

| 7.3.4 | GSK shall have the first right to file, maintain and prosecute any patent applications and patents comprising the GSK Foreground. GSK shall promptly provide Immunocore via the Patent Liaisons with copies of all draft patent applications, material communications from any patent authority regarding Licensed GSK Foreground, and drafts of any material filings or responses to be made to such patent authorities where reasonably possible at least [***] in advance of submitting such filings or responses to allow [***] provided by Immunocore in connection with the prosecution of Licensed GSK Foreground.

| 7.3.5 | Prior to permitting any patent application or patent relating to any Immunocore Foreground, Licensed GSK Foreground or Joint Foreground to lapse, the Party that is first responsible for prosecution under this Section 7.3 (the “Prosecuting Party”) will provide [***] written notice to the non-Prosecuting Party (“Lapse Notice”). The non-Prosecuting Party shall be entitled to take over the filing, maintenance and prosecution of such notified patent or patent application on providing written notice to the Prosecuting Party within a period of [***] from receipt of Lapse Notice, at the non-Prosecuting Party’s sole discretion; for the avoidance of doubt, the cooperation and review provisions of Section 7.3.2 or 7.3.3 will no longer apply to the filing, maintenance and prosecution of the applicable patents and patent applications. Where such notice is provided, the Prosecuting Party shall provide all reasonable assistance as soon as possible following receipt of notice from the non-Prosecuting Party to transition the filing, maintenance and prosecution of such notified patent or patent application to the non-Prosecuting Party. If GSK delivers a Lapse Not ic e to Immunocore with respect to Immunocore Foreground, then, on the dat e of receipt of n otice from [***] non-Prosecuting Party indicates it do es n ot w ish to tak e over th e filing, maintenance or prosecution of an y n o tified p at ent or patent applic ation or fails to respond within a period o f [***] fr o m r ece ip t of Lapse Notice, the Prosecuting Party s ha ll be entitled to perm it the p at ent or patent application to lapse. For t he av oida n c e of d ou b t, the foregoing right to assume responsibility for fi ling, main te n a nce a n d prosecuti o n of any notified patent or patent applic a ti on in a L a p s e Not ic e includes the right for GSK to assume responsibility f or fil ing, m a in t enan c e a nd prosecution of Immunocore Foreground and Joint Fo re gro u nd prior to G SK’s ex e r ci se the applicable Initial Program Option or Collaboration Program Option.

| 7.3.6 | Each Party agrees to reasonably cooperate with the other Party, via the Patent Liaisons, to execute all lawful papers and instruments, including obtaining and executing necessary powers of attorney and assignments by the named inventors, to make all rightful oaths and declarations, and to provide consultation and assistance as may be reasonably necessary in the filing, prosecution, and maintenance of all Immunocore Foreground, GSK Foreground, and Joint Foreground undertaken in a manner consistent with this Section 7.3.

28
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

7.4 | Enforcement.

| 7.4.1 | If either Party learns of (a) any infringement or threatened infringement, or misappropriation or threatened misappropriation, of any Foreground, Immunocore Background, or Plat form Rights by a Third Party in the Territory, (b) (b) any claim made by any Th ir d Party that any patent or patent application comprisin g the Foreground, Immunocore Background or Platform Rights is invali d o r s hould be revoked, or (c) the submission by any Third Party of an appli ca t io n to the FDA, whether or not in accordance with the BPC&I Act, for a pp roval of a B i o similar Product (a “Biosimilar Application”), then that Party shall promptly notify the other Party via the Patent Liaisons and provide it with all details of such activities (each, an “Infringement”) of which it is a ware (ea c h, an “Infringement Notice”). The Patent Liaisons shall discuss such In f ringement and appropriate steps to be taken with regard to such Infrin gem ent, subject to the provisions set forth in this Section 7.4 below. T he Party responsible for bringing an Action (as defined below) against such Infringement shall keep the other Party informed of the progress thereof via the Patent Liaisons.

| 7.4.2 | GSK shall have the first right, but not the obligation, to address Infringement with respect to Foreground in relation to which it is the Prosecuting Party, and Immunocore Background or Platform Rights (only including Third Party Platform Rights to the extent that Immunocore is able to enforce such rights and grant such right of enforcement to GSK in accordance with this Section 7.4.2) solely in the event that patents contained within such Immunocore Background or Platform Rights [***]. GSK shall address such Infringement by taking reasonable steps, which may include the exchange of patent listi n g information and negotiations regarding such patent lists with a Third Party filin g a Biosimilar A p p lication as required by the BPC&I Act, institution of le ga l proceedings, o r o ther actions (an “Action”), and to compromise or s ett le s uch Action; p rov i d ed, that: (i) GSK shall keep Immunocore fully infor me d about such Act i o n; (ii) GSK shall not take any position with respect t o s uch Action i n a ny way that is reasonably likely to directly and adver sel y affect the s cope, va lidity or enforceability of the Foreground, Immunocore B a ckg round or Platform Rights or compromise or settle any s uc h Acti on, with ou t t h e p r i or c o nsent of Immunocore, which consent s h a ll not be un rea so n abl y with h el d; and (iii) if GSK does not intend to pro s e cu te or d e f e nd an Ac t i o n, or c e ases to diligently pursue such an Action, it sh all promptly i n form Immunocore i n such a manner that such Action will not b e p rejud i c e d and Section 7.4.4 s h a ll apply solely in the event that the Infr ingem ent is re la ted t o a License d Pr o duct.

| 7.4.3 | Immunocore (or as relevant any Thi rd Party havi ng control over Third Party Platform Rights) s hall have th e first right, but not the obligat i o n, to prosecute an Action to address Infringement wit h respe ct to any Fo regound for which it is the Prosecuting Party, Immunocore Back ground and Platform Rights (subject to GSK’s rights in Section 7.4.2) and: (i) Immunocore shall keep GSK fully informed about such Action; (ii) Immunocore shall n ot take any position with respect to such Act ion in any way that is reas o nabl y likely to directly and advers ely affect the validity or enfor ceability of the Immunocore Background or Platform Rights (excluding Third P art y Platform Rights) that Cover Licensed Products, or c ompromise or sett le any such Action as it relates to Imm u nocore Backgro und or Plat form Rights (excluding Third Party Platform Rights) that Cover Licensed Products, with out the prior consent of GSK, which consent sh all not b e unreas o n a bly withh eld; and (iii) if Immunocore does not i ntend t o prosec ut e or defend an Action, or ceases to diligently pursue such an Ac t ion, to the extent n ot in conflict with any Third Party agreement, it shall promptly in f or m GSK in s u ch a ma n ner that such Action will not be prejudiced and Section 7.4.4 sha l l apply.

29
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

| 7.4.4 | In the event of an Infringement, if (i) the Party with the first right to prose c u te an Act ion (the “Enforcing Party”) informs the non-Enforcing Party that it does no t intend to prosecute a particular Action, (ii) within [***] after n otic e of Infringement the Enforcing Party has not commenced any such Action, or (iii) if the Enforcing Party thereafter ceases diligently to pursue s uc h Action, then the non-Enforcing Party shall have the right, at its own exp e n se, upon notice to the Enforcing Party to take appropriate action to addres s such Infringement, including by initiating its own Act ion or taking over prosecution of any Action initiated by the Enforcing Party. In such event, the non-Enforcing Party shall keep the Enforcing Party fully informed about such Act ion. The non-Enforcing Party shall not take any position with respect to such Action in any way that is reasonably likely to directly and adversely affect the scope, validity or enforceability of the Intellectual Property Rights that are the subject of such Action, or compromise or settle such Action, without the Enforcing Party’s prior written consent, which consent shall not be unreasonably withheld. The non-Enforcing Party’s right to enforcement as described in this Section 7.4.4 with respect to an Infringement described in Section 7.4.1(c) is applicable solely to the extent permitted by Applicable Law. In the event that the Enforcing Party has informed the non-Enforcing Party that it is not proceeding with an Action on the advice of competent counsel, and the non-Enforcing Party opts to proceed with such Action, then the non-Enforcing Party will, at the Enforcing Party’s req ue st, execute a n agreement confirming that the decision to sue was ma de despite the E nfor cing Party’s objection and the non-Enforcing Party sh al l indemnify, def e nd and hold harmless the Enforcing Party and its Affiliates for all Los s es arising out of Claims suffered by the Enforcing Party as a result of su c h suit. This Section 7.4.4 shall not apply to (a) any Third Party Platform Rights or Platform Rights where Immunocore has in place any agreeme nt with a Third Party which would conflict or which would not perm it transfer of an Action i n a ccordance with this Section 7.4.4 or (b) GSK Foreg ro u nd.

| 7.4.5 | Any recovery obtained by GSK in connection with or as a re s ult of an Action, [***] the relevant court proceedings o r enforcement ha s been finally decided between GS K and the relevant third Pa rty. Any recovery obtained by Immunocore in connection with or as a result o f an Action, whether by [***] app o rt ionm ent shall onl y occur o nc e the relevant court proceedings or enforcement has been finally d e ci ded between Immunocore and the relevant Third Party.

7.5 | The Party respo nsible for any Action under Sections 7.4.2 and 7.4.3 shall also be entitled to defend any c ounterclaim proceedings for invalidity or revocation of the relevant patent in an y Action. The other Party shall be entitled to its own legal representation in relation to such Action and any counterclaim and the Party responsible for the Act ion shall w here possible take into account reasonable comments or requests made by the other Party in relation to the defence of any counterclaim for invalidity or revocation.

7.6 | T h e Parties shall cooperate and provide all reasonable assistance, subject to the payment of all reasonable expenses and costs, to each other with respect to any Action described in Section 7.4 above. Upon the reasonable request of the Party instituting such Action, the other Party shall join such Action and shall be represented using coun s el of its own choice, at the requesting Party’s expense; provided, that if GSK or Immunocore has informed the other Party that it would not proceed with such Action on the opinion of competent counsel, as provided in Sections 7.4.2 and 7.4.3, the other Party may not require GSK or Immunocore to join such Action unless legally required to do so. The provision of assistance under this Section 7.6 shall include reasonable assistance as may be required by either Party to determine which patent applications or patents should be used in any Action or should be submitted to a Third Party that files a Biosimilar Application as required by the BPC&I Act. Once any patent application or patent has been identified

30
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

or agreed to be litigated wit h the Third Party filing the Biosimilar Application, the Prosecuting Party for such p a t ent application or patent shall provide all reasonable assistance (including ac c e s s to its internal files such as prosecution files and laboratory notebooks) as ma y be required to en s ure that such patent application or patent is valid, has been filed in accordanc e with the rules and regulations of the relevant patent office an d tha t t h ere is no r ea son w hic h might suggest that any identified patent or paten t a p pl ic atio n c o uld not o r shoul d not be used in any Action. Access to internal Immunocore files s hall onl y be p rov i d e d t o external counsel of GSK and nothing in this Section 7.6 sh a ll re quir e Immunocore to breach any obligation it has to any Third Party.

7.7 | Defense of Infringement Claims.

| 7.7.1 | Each Party shall promptly notify the other Party in writing of any allegation by a Third Party in the Territory that the making, having made, using, selling or offering for sale or importing of any Licensed Product, or the conduct of any activities under this Agreement infringe or misappropriate or may infringe or misappropriate the Intellectual Property Rights of such Third Party (a “Third Party Infringement Cla i m”). The Patent Liaisons shall discuss which Party shall defend the Third Party Infringement Claim, and absent mutual agreement otherwise, each Party shall have the right to control the defense of any such Third Party Infringement Claim brought against it in the Territory, by counsel of its own choice. If a Third Party Infringement Claim is brought against one Party (the “D e fendi n g Party”) but not the other Party, the non-Defending Party shall have the right, at its own expense, to be represented in such Third Party Infringement Claim by counsel of its own choice, at its own expense.

| 7.7.2 | The Patent Liaison for the Defending Party shall keep the Patent Liaison for the other Party reasonably informed of all material developments in connection with any Third Party Infringement Claim. Each Defending Party agrees to provide the other Party ‘s Patent Liaison with copies of all pleadings filed in any suit or proceeding relating to such Third Party Infringement Claim. The Defending Party may enter into a settlement or compromise of any Third Party Infringement Claim; provided, that if such settlement or compromise would admit liability on the part of the non-Defending Party or any of its Affiliates or would otherwise have a material adverse effect on the rights or interests of the non-Defending Party or its Affiliates, the Defending Party shall not enter into such settlement or compromise without the prior written consent of the non-Defending Party. In the event a proposed settlement involves obtaining a license under Third Party Intellectual Property Rights, the provisions of Section 9.6 shall apply. Notwithstanding the foregoing, as between the Parties, solely to the extent permitted under Section 7.4 and 7.5 above, the Parties shall have the right to determine whether to assert any counterclaim under any patent applications or patents comprising Joint Foreground or Immunocore Foreground and to control any such counterclaim, and to control the defence of any matters involving the validity or enforceability of any such patent applications or patents, including the right to make substantive and procedural decisions relating to any such counterclaim or defence and settle, compromise or dispose of any such counterclaim or defence.

7.8 | GSK will retain control and all decision-making regarding filing, prosecution and maintenance of all GSK Background and GSK Foreground, at GSK’s sole cost during the Term. GSK shall have sole discretion in relation to any Action against an Infringement of GSK Background or GSK Foreground by a Third Party.

7.9 | Nothing in this Agreement shall assign any Immunocore Background or Platform Rights to GSK. Nothing in this Agreement shall assign any GSK Background or GSK Foreground to Immunocore.

31
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

7.10 | CREATE Act. It is the intention of the Parties that this Agreement is a “joint research agreement” as that phrase is defined in Public Law 108-53 (the “Cr e ate Act”). In the event that either Party to this Agreement intends to overcome a reject ion of a claimed invention within the Immunocore Background (to the extent relevant to any Collaboration Program or Licensed Product), the Foreground, Plat form Rights (to the extent relevant to any Collaboration Program or Licensed Product) and/or Joint Foreground pursuant to the provisions of the Create Act, such Party shall first obtain the prior written consent of the other Party and the Parties shall work together in good faith to agree how any rejection should be overcome. To the extent that the Parties agree that, in order to overcome a rejection of a claimed invention within the Immunocore Background (to the extent relevant to any Collaboration Program or Licensed Product), the Foreground, Platform Rights (to the extent relevant to any Collaboration Program or Licensed Product) and/ or Joint Foreground pursuant to the provisions of the Create Act, the filing of a terminal disclaimer is required or advisable, the Parties shall first agree on terms and conditions under which the patent application subject to such terminal disclaimer and the patent or application over which such application is disclaimed shall be jointly enforced, to the extent that the Parties have not previously agreed to such terms and conditions. To the extent that this Section applies to Immunocore Background or Platform Rights, any obli gation under this Section will be subject to any Third Party agreements entered into with Immunocore prior to the Effective Date or after the Effective Date relating to the prosecution or maintenance of such Immunocore Background or Plat form Rights and any co-operation or consultation by Immunocore under this Section shall be subject to such Third Party agreements.

8. | Consideration

8.1 | In partial consideration for the rights granted to GSK under this Agreement, GSK shall pay to Immunocore a non-refundable, non-creditable upfront payment of £4,000,000.00 (four million pounds sterling). Such payment shall be payable by wire transf er of immediately available funds in accordance with wire tran s fer instructions of Immunocore pr ovide d in writing to GSK on or prior to the Effective Date. Such pa yme nt shall be m ade within [***] after GSK’s receipt of an invoice f rom Immunocore provided on or after the Effective Date, which invoice shall be s e nt in acco rdance with the instructions on Schedule 6.

8.2 | GSK shall pay to Immunocore a non-refundable, non-creditable Initiation Fee in the amounts and on the terms provided in Schedule 2. Each Initiation Fee shall be due within [***] after GSK’s receipt of an invoice from Immunocore, which will be provided on or after the applicable Nomination Date. Immunocore shall have no obligation to start any work on a Collaboration Program until it has received the relevant Initiation Fee.

8.3 | Subject to the terms and conditions set forth in Schedule 2 and this Section 8.3, GSK shall pay to Immunocore the Milestone Fees. Such Milestone Fees shall be payable by GSK whether the relevant milestone is achieved by GSK, GSK’s Affiliates or GSK’s or its Affiliates’ sublicensees. GSK shall procure it has adequate reporting obligations in place between Affiliates and sublicensees to ensure compliance with this Section 8.3. A Party achieving a milestone as set forth in Schedule 2 sha ll notify the other Party in writing promptly, but in no event later than [***] after each achievement of each milestone that triggers a payment. Each Milestone Fee payable for an achieved Milestone as set forth in Schedule 2 will be due within [***] fro m the date of receipt of an invoice from Immunocore, which invo ice shall be provide d on or after the date that GSK notifies Immunocore, in w r iti ng, of such achievement o r Immunocore otherwise becomes aware of such achievement a nd such achi evement is not disputed by GSK. If an Initial Target Program i s te r minated in acco r dance with Section 3.6.2(ii), then the level of Milestone Fees pay able i n relat i on to the fir st Target Program and first Initial HLA Program that commence d or will commence subsequen t to the terminated Initial Target Program shall be adju s ted in acc ordance with Schedule

32
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

2. In relation to the [***] Milestone Fe es [***], there shall be no obligation on Immunocore to proceed to the n ext Project Phase until it has received p ayment of the relevant Milestone Fee.

8.4 | Subject to the terms and conditi ons set forth in Schedule 2 and this Section 8.4, GSK shall pay to Immunocore the Sales Mile s tone Fees (as defined in Schedule 2). Such Sales Milestone Fees shall be p a yable b y GSK bas ed on the a g gregate Net Sales made by GSK, GSK’s Affiliates or GSK’s o r its Affili a tes’ sublicen se es and GSK shall procure that it has reporting obligations in p lace bet ween Affiliates and sublicensees (including Affiliates’ su blicensees) t o ensure compliance with this Section 8.4. Each Sales Milestone Fe e p ayable for an achieved Sa l e s M ilestone as set forth in Schedule 2 will be due withi n [***] days from the d ate of recei p t of an invoice from Immunocore, which i nv o i ce sha l l b e provid ed on or after the d ate that GSK notifies Immunocore, in writing, of suc h achiev ement or Immunocore o therwise becomes aware of such achievement a n d such achieveme n t is not in dispute by GSK.

8.5 | Subj e ct to the terms and condi ti ons set forth in Article 9, GSK shall pay to Immunocore the Royalty on Net Sales of Licensed Products.

8.6 | Any tax paid o r required to be withheld by GSK for the benefit of Immunocore on account of any Roy a lt y or other payments payable to Immunocore under this Agreement shall be de ducted from the amount of Royalty or other payments otherwise due. GSK shall secure and send to Immunocore proof of any such taxes withheld and paid by G SK for the benefit of Immunocore, and shall, at Immunocore’s request, provid e reasonable and prompt assistance to Immunocore in recovering such taxes.

8.7 | If any payment due by GSK to Immunocore pursuant to this Agreement is overdue then [***] pro-rated for the number of days from the date upon which payment of such sum became due until payment thereof in full together with such interest; provided, that in no event shall such rate exceed the maximum legal annual interest rate. The payment of such interest shall not limit Immunocore from exercising any other rights it may have as a consequence of the lateness of any payment. Where the late payment is caused by Immunocore, including for reasons such as failure to communicate in a timely manner changes to bank details, or failure to respond to communications from GSK regarding the interpretation or dispute of the terms of such payment, then no interest will be payable by GSK.

8.8 | All payments to be made by GSK to Immunocore under this Agreement sh all be paid by bank wire transfer of immediately available funds in accordance with the wire transfer instructions set forth on Schedule 6. Immunocore shall issue any invoices under this Agreement in accordance with the instructions set out in Schedule 6.

9. | Notification and Royalty Payments

9.1 | As further consideration for the rights granted to GSK under this Agreement, GSK shall pay Immunocore the Royalty set forth below on a calendar quarterly basis during the Royalty Term, and otherwise in accordance with the provisions of this Article 9:

| Cumulative Annual N e t S a les |  | Am oun t of Ro y a lty pa yable (% of Ne t S a l es)
| On annual aggregate Net Sa l e s u p to and including [***] |  | [***]

33
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

| On annual ag gregate Net S ale s > [***] up to an d incl ud ing [***] |  | [***]
| On an n ual aggre gate Net S a les > [***] up to a nd i nclu di n g [***] |  | [***]
| On a nnual agg r e gat e Net Sal es > [***] u p t o and i n clu din g [***] |  | [***]
| On a n nu a l ag g re gate N et Sal es > [***] |  | [***]

For clarity, th ree ex a m ple s ar e outlined below:

Royalties | A nnual w orld wide Net S ales of [***] | Annual worldwide Net Sal e s of [***] | Annual worldwide Net Sales of [***]
[***] | [***] | [***] | [***]
[***] | [***] | [***] | [***]
[***] | [***] | [***] | [***]
[***] | [***] | [***] | [***]
[***] | [***] | [***] | [***]
[***] | [***] | [***] | [***]

9.2 | Royalty Term.

| 9.2.1 | Subject to the provisions of this Article 9, GSK’s obligation to pay the Royalty shall be calculated on a country-by-country and Licensed Product-by-Licensed Product basis, in those countries of the Territory in which there is a Valid Claim that, but for the licenses gran ted to GSK, would be infringed [***] Royalty with respect to any Licensed Product shall commence upon the First Commercial Sale of such Licensed Product in a country, and shall expire on [***] Commercial Sale of such Licensed Product in such country (the “Royalty Term”). To the extent that any Licensed Product is sold in any country prior to First Commercial Sale, Net Sales from such sales shall be accrued as from the time of sale and Royalties on such Net Sales shall become due in the quarter after First Commercial Sale.

| 9.2.2 | If, on a country-by-country and Licensed Product -by-Licensed Product basis, the only Valid Claim Covering a Licensed Product is a claim of any pending patent application within the Immunocore Foreground, Immunocore Background or Plat form Rights covering the composition of matter, or the use of a process to manufacture, or method of use of such Licensed Product (a “P endin g C l ai m”, then the following shall apply with respect to payment of the Royalty on Net Sales of such Licensed Product :

| (a) | If G SK i s t h e Party co ntrolling p ro secution of the Pending Claim, then GSK will pa y [***] of the applica b le Royalty that would otherwise be due und er Section 9.1 to Immunocore fo r s o long as there is a Pending Claim [***] Immunocore s hall r evert to the full Royalty as set out in Section 9.1 with effect from th e d ate of i ss u e of the Pending Claim until the end of the applicable Roy alt y Term, subject to any reductions as set forth in Sections 9.3, 9.5 or 9.6, as a p p licable du rin g such Royalty Term. In addition,

34
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

GSK will pay to Immunocore within [***] of r e ceipt of a n invoic e from Imm unoco re fo llowing the d a te of i s sue of the Pending Cl a im an amount equal to the addit ional [***] of the Royalty that would have been payable in respe ct o f Net Sales made before the issue of the Pending Claim as if the Pending Claim had been issued on the date of the First Commercial Sale.

| (b) | If Immunocore i s the Party controlling prose c ution of the Pending Claim, then the term s of Section 9.2(a) shall apply, except that if the Pending Claim does not issue during the period of [***] from the filing date of the first PCT patent application that supports such P e nding Claim, then GSK shall be entitled to continue to pay the Royalty at the rate that is [***] of what would otherwise be due under Section 9.1 during the remainder of the Royalty Term, even if such Pending Claim issues after such [***] period during the Royalty Term, subject to any reductions as set forth in Section 9.5 and 9.6 as applicable during such Royalty Term.

9.3 | On a country-by-country and Licensed Product - by- Licensed Product basis, if, at any time during the Royalty Term, either no Valid Claim exists or all Valid Claims Covering the composition of matter or the use of a process to m anufacture or approved method of use have expired, and Immunocore has maintai n e d, at the time o f sale of the applicable Licensed Product, Confidential Information as documented in written records that covers the composition of matter, or the use of a process to manufacture or approved method of use of the Licensed Product, then GSK shall pay Immunocore a Royalty on Net Sales of such Licensed Product at a rat e that is [***] of the applicable Royalty rates set forth i n Sec tio n 9.1.

9.4 | Upon expiration of the applicable Royal ty Ter m, th e lic ense s granted to GSK under Section 6.7 shall become fully paid-up, royalty-free, perp etual licenses to make, have made, use, sell, offer for sale and im port the a p plicabl e Licensed Product in the Field in the applicable country of the Territo ry.

9.5 | The Royalty (as adjusted in accordance wi th Section 9.3) pay able in relation to any Licensed Product on a country-by-cou ntry basis s hall also be reduced b y a [***] where any Biosimilar Product is s old in the relevant country and where entry of such Biosimilar Product has reduced GSK’s market share [***] Section 9.5 shall only apply whilst such Biosimilar Product continues to be sold in the [***].

9.6 | GSK shall be entitled to cred i t against a ny milestones or Royalty owed by GSK to Immunocore in rel ation to any Licensed Pr oduct, [***] of any and all payments made to T hird Parties where such payments are made to such Third Parties in accordance wit h a licence to a patent that covers the Licensed Product (and where such Licensed Product woul d b e infringing such Third Party right in the absence of such licence) an d is owned or Controlled by such Third Party; provided, that the Royalty payable to Immunocore would never be less than [***] of the amount otherw is e due in acco rdance with Section 9.1, as adjusted by Sections 9.3 and 9.5 in any p articular c a l endar quarter. If the amount to be credited exceeds [***] of the am o unt otherwise due to Immunocore in any calendar quarter, then GSK sha ll be entitled to carry forward the excess to offset against milestones or Royalty paid i n relation to the relevant Licensed Product in future calendar quarters but in each case in compliance with this Section 9.6.

9.7 | With respect to sales of the Licensed Product invoiced in pounds sterling, the Net Sales and the amounts due hereunder will be expressed in pounds sterling. With respect to sales of the Licensed Product invoiced in a currency other than pounds sterling, the Net Sales and amounts due hereunder will be reported in pounds sterling, calculated using the average exchange rates as calculated and utilized by GSK’s group reporting system on a customary basis and published accounts for its own purposes. As of the Effective Date, the method utilized by GSK’s group

35
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

reporting system uses spot exchange rates sourced from Reuters/Bloomberg. Such conversion shall be made as part of the quarterly reporting of Net Sales in the relevant a c counts o f GSK, GSK’s Affiliates or their sublicensees.

9.8 | Until the expiration of all applicable Royalty Terms, GSK will provide a report to Immunocore within [***] after each c alendar quarter (“R o y a lty Report”), with the first report due within [***] after the expiry of t he calendar quarter in which the First Commercial Sale of any Lic e ns e d Product by GSK or its Affiliates or their sublicensees occurs. The Royalty Report shal l include reasonable deta il as available including: (i) the total Net Sales for each Lic ensed Product on a count ry-by-country basis; and (ii) a calculation of the amount of Royal t y due on such Net Sales for each Licensed Product on a country-by-country basis. Concurrent with the delivery of each such Royalty Report, GSK shall make the Royalty paymen t due to Immunocore for the calendar quarter covered by such Roy alty Report.

9.9 | GSK or its Affiliates and their sub li censees shall keep and main tain for [***] (or such longer period allowed by GSK’s record retention p o licie s, not to exceed [***]) complete and accurate r ec ords o f sales of Licensed Products in sufficient detail to allow Immunocore to confirm t he acc u r acy of Ro y alties and Sales Milestones (as defined in Schedule 2) paid hereunder. Immunocore shall have the right dur i ng such [***] period to appoint an independent auditor reasonably acceptable to GSK to audit the records of GSK and/ or any Affiliates and/ or the ir sublicensee s for the purpose of verifying Royalty Reports provid ed by GSK. Such audit right shall not be exercised by Immunocore mo re t han once in any calendar year and the re cords for a [***] period may not be a udited mo re than o nce. GSK shall make its records available for audit by such independent a ud i tor dur ing regular business hours at such place or places where such re c ords are customari ly k ept, upo n [***] written notice from Immun ocore. All records made available for audit shall be deemed to be Confidentia l Information of G SK. The re sults of e ach audit, if any, shall be binding on both Parties abs e nt mani f est error or fraud. GSK shall use reasonable efforts to require its Affiliates and any sub l icensees of Affiliates or GSK that sell the Licensed Products to permi t Immunocore’s au dit or acc es s to rec o rds of such Affiliates and sublicensees at the sam e time and place as any aud i t of GSK re c ords under this Section 9.9. GSK shall pay any underpayment of Royalty identified by the auditor following an audit under this Section 9.9 withi n [***] after receipt of an invoice from Immunocore for such underpaid a mount.

9.10 | Immunocore sh all be a r th e costs of an audit performed under Section 9.9, except where the audi t r e port ident i fies an underp a yment of Royalty of more than [***], i n which case, all documented and reasonable audit fees shall be paid b y GSK.

9.11 | I n the event that non-monetary consideration or no ascertainable consideration is r e c eived for any Licensed Product, Net Sales will be calculated based on the average price charged for such Licensed Product during the preceding royalty period, or in the absence of such sales, the fair market value of the Licensed Product, as determined by the Parties in good faith. Where the relevant monetary consideration cannot be agreed between the Parties, either Party shall be entitled to refer the determination to an independent expert located in [***] and appointed by mutual agreement between the Parties or in the absence of any agreement within [***] of written request for referral, by [***]. The independent expert shall act as an expert and not an arbitrator, and reach a decision as quickly as possible and in any event within [***] of appointment. The expert’s decision shall be final and binding on the Parties in the absence of any manifest error and the Parties shall share equally in the costs of th e expert.

9.12 | In addition to Section 9.11, If a Licensed Product is sold as part of a multi-product sale (whether physically combined or sold or supplied together) whether by GSK, its Affiliates or their sublicensees, then for purposes of determining payments due hereunder, Net Sales of such Licensed Product shall be deemed to be an amount equal to the following:

36
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

(X divided by Y) multiplied by Z,
where “X” is the average sales price du rin g th e a pp lica ble r eporti ng period generally achieved for the relevant Licensed Product in the country i n which s uc h sale occurred when the Licensed Product is sold a lo ne on a n a rms l e ng t h basi s (i n cluding as relevant such Licensed Product being sol d at full m a r k et v al ue r ather tha n at reduced or low cost) and not as part of a multi-p ro duct s ale;
“Y” is the sum of the a v er age sal es pric e d u r i ng the ap p licable reporting period generally achieved in that cou n try (a s ap plica b l e) o f ea c h product included in the multi- product when such product is sold s ep arately for a single p r ice; and
“Z” is the single pri ce a t which the relev ant multi-pro duc t sale was m ade.
In the event th a t n o s epar a te sale of e it her the Licensed Product or any other product contained in a m ulti-pro du ct sal e are mad e o n an ar ms l ength basis (and not for example sol d at zero price or a lo w or re d u c ed price) during the accounting period in which the s a le w as m ade or i f the pric e f or a particular product cannot otherwise be determin e d fo r an acc ountin g period, N e t S ales all oca ble to the Licensed Product and multi-pro duc t sal e s h all be determine d b y mutu a l a g reement reached in good faith by the Parties prio r to the en d of the accou n ting perio d in question based on an equitable [***] cannot be agreed between the Parties, ei ther Party shall be entitled to refer the determination t o an i ndepe nde nt expert located in [***] and appointed by mutual agree ment betwe e n the Parties or in the absence of any agreement within [***] reach a dec ision as quickly as possible and in any event [***] of appoin t m e nt. The e xp ert ‘s decision shall be final and binding on the Parties in the abse nc e of any m a n ifest error and the Parties shall share equally in the costs of the ex p e rt.

9.13 | Sales of Licensed Product between GSK and its Affiliates or between GSK or its Affiliates and their sublicensees shall be excluded from the computation of Net Sales and no payments shall be payable on such sales except where such Affiliates or sublicensees are end users. Further, sales of Licensed Product by GSK or its Affiliates or their sublicensees that are for compassionate use or on a named patient / named hospital basis shall be excluded from the computation of Net Sales and no payments shall be payable on such sales provided in each case that such supplies are at cost or for free. Where any sales for compassionate use or on a named patient/ named hospital basis are provided for consideration, such sales shall be treated as Net Sales and royalties shall be payable to Immunocore on such Net Sales.

10. | Confidentiality

10.1 | Each Party agrees to keep the Confidential Information of the disclosing Party in strict confidence and not to use, or disclose such Confidential Information to any third Party, save as explicitly permitted in this Agreement. The Party owning the Results or the Foreground in Results shall be deemed to be the disclosing Party and the other Party shall be obliged to keep such Results confiden t ial in accordance with this Se ct ion 10.1. The foregoing obligations of confidentiality will not appl y to the extent t h at it can be established by the receiving Party that such C onfidential Information:

| 10.1.1 | was in the lawful knowledge and possessio n of the receiving Party prior to the time it was disclosed to, o r learned by, the rec eiving Party, o r was otherwise developed independently by the receiving Pa rty, as evidenced by written records kept in the ordinar y cours e of business, or other documentary proof of actual knowledge by the receiving Party;

| 10.1.2 | was generally available to th e public or otherwise part of the public domain at the time of its di sclosure to t h e receivi n g Party;

37
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

| 10.1.3 | became generally ava i lable to the public or otherwis e part of the public domain afte r its disclosure and o ther than through any act or omission of the receiving Party in bre ac h of thi s Agreeme nt; or

| 10.1.4 | was di s closed to the re c eiving Pa rty, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to o t hers.

10.2 | The Parties may provide the Confidential Information to such of its officers, employees, representatives a nd subcontractors who reasonably require access to it for the purpose of fulfilling the r e ceiving Party’s obligations or exercising its rights under this Agreement provided that b efore any of the di s cl osing Party’s Confidential Information is disclosed to them, they are made aware of its confidenti a l nature and that they are under a legally - binding obligation t o the receiving Party t o treat that Confidential Information in the strictest confide n ce in accordance with the terms of this Agreement. For clarity, such disclosures may be made in the furtherance of, inter alia, (i) the performance of its obligations o r exercise of rights granted or reserved in this Agreement; (ii) to the extent such disclo sure is reasonably necessary in filing or prosecuting patent, copyright and trademark applications, prosecuting or defending litigation, obtaining Regulatory Approv a ls, conducting pre-clinical activities or clinical trials, marketing Licensed Products, or otherwi se required by Applicable Laws; provided, that if a receiving Party is requi r ed by Applicable Law to make any such disclosure of a disclosing Party’s Confidential Information it shall, except where impracticable for necessary disclosures, fo r example in the event of medical emergency, give reasonable advance notice to the disclosing Party of such disclosure requirement and, except to the extent inappropriate in the case of patent applications, shall use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed.

10.3 | The Parties may disclose the Confidential Information to Affiliates, existing or prospective advisors, shareholders, investors, collaborators, sublicensees, partners or joint venturers, in each case under appropriate confidentiality provisions substantially [***] Confidential Information to Third Parties in connection with (i) a merger, consolidation or similar transaction by such Party, (ii) the sale of all or substantially all of the assets of such Party to which this Agreement relates, or (iii) a s r e q uired by rule s o f any stock exchange on which the secur i ties of a Party are trade d, in the case of (i) an d (ii) under appropriate confidentiality provisions substanti all y e quivalent t o t h o se of this Agreement. In each of the above authorized d is closures, the Receiving Party shall remain responsible for any failure by any pe rso n who recei ve s the Confidential Information pursuant to this Section 10.3 t o trea t su ch Confidential Information as required under this Article 10.

10.4 | Both Parties shall keep the terms of this Agreement confidential and such terms shall be treated as Confidential Information i n a c c ordance with thi s Article 10, except that Immunocore may issue a public announc ement of the ex e cution of t h i s Agreement in the form mutually agreed by the Parties and as s et out in Schedule 9. Immunocore may also issue public announcements of the ac hievement of each Milestone for each Licensed Product as set out in Sc h edule 2, with the pr ior revie w of GSK. Neither Party will use the other’s name or logo in any pr e ss release or product advertising, or for any other promotional purpose, without first obtain i ng the other’s written consent and entering into appropriate trademark or housemark licenses, as appropriate. Neither Party will, without the prior written consent of the other Party, issue any public announcement or press release relating to this Agreement or the terms of this Agreement. Each Party shall provide the o ther with an advance co py of any such public announcement at least [***] p r ior to its scheduled release; provided, that if the Party propos ing such public anno uncement cannot pro v id e the reviewing Party with [***] notice d u e to extraordinary circumstances, such Party will use reasonable efforts to provide the reviewing Party with the proposed public statement for comment at lea st [***] before release. Nothing in this Section shall prevent a ny press rel e ase or a nnouncem e nt required in accordance with any regulatory requirem en t or sto ck exchange requirement.

38
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

10.5 | After ex ercise of the applicable Initial Program Option or Collaboration Program Option, G S K or its Affiliates sh all have t h e right to make disclosures pertaining to Licensed Products arising from the appli ca ble Collaboration Program in scientific journals or other publications, and at scientific conferences in each case subject to prior written notice to Immunocore. Prior written consent from Immunocore will be required where any disclosure in scientific journals or other publications includes any Confidential Information comprised w i thin Immunocore Background or Platform Rights and which is not specific t o the Licensed Product. GSK will reasonably endeavour to provide Immunocore with no less than [***] to review the contents of any propos e d disclosure. Within such [***], Immunocore may request that any such Confidential Information is removed from the proposed disclosure and GSK shall rem ov e such Confidential Information prior to any disclosure. Immunocore shall not m a ke disclosures pertaining to Licensed Products or Results arising from a Collaboration Program unless solely related to the Immunocore Background or Platform Rights in scientific journals or other publications, or at scientific conferences, without the prior written consent of GSK, which may be withheld in GSK’s discretion. Immunocore shall provide a copy of such proposed disclosure or presentation to GSK no less than [***] prior to Immunocore’s intended submission for publication. GSK shall respond in writing promptly and in no event later than [***] after receipt of the proposed material, with one or more of the following: (a) comments on the proposed material, [***], (b) a specific statement of concern, based upon the need to seek patent protection of GSK’s Confidential Information, or (c) an identification of GSK’s Confidential Information that is contained in the material reviewed. In the event of concern over patent protection, Immunocore agrees not to submit such publication or t o make such presentation that contains such information until GSK is given a reasonable per iod of time (no t to exceed [***]) to seek patent protect ion f or any of i ts Confidential Information in such publication or presentation w h ic h i t believes is pate ntable. With respect to all other non-patentable Confidential Information of GSK, su c h Confidential Information shall be deleted from the proposed p ublication. In the c a se of conference abstracts and other rapid scientific communic ations, th e Parties will co mplete th e review process in [***] or less.

10.6 | Immunocore shall have the right to make disclosures pertaining to the Plat form Rights and Immunocore Background; provided that such d isclosure or presentation shall not contain any Confidential Information of GSK or any information regarding any Licensed Product, whether prior to or after exercise of the applicable Initial Program Option or Collaboration Program Option.

10.7 | This Agreement supersedes the Confidential Disclosure Agreement executed by the Parties dated 22 April 2010 (the “C D A”). All information exchanged between the Parties under the CDA shall be deemed Confidential Information of the Party disclosing it under the CDA and shall be subject to the terms of this Article 10.

10.8 | Upon termination of this Agreement, each Party hereto and its Affiliates shall use Commercially Reasonable Eff orts to return all Confidential Information of the other Party in its possession to the other Party; provided, that each Party may retain: (i) a single archival copy of the Confidential Information of the other Party; (ii) any portion of the Confidential Information of the other Party which is contained in senior management briefing documents, laboratory notebooks or other electronic systems, the deletion from which would not be practicable; in either case, solely for the purpose of determining the extent of disclosure of Confidential Information hereunder, assuring compliance with the surviving provisions of this Agreement, relevant document retention policies of the Party and Applicable Laws. A Party may also retain Confidential Information where necessary for the performance of any surviving licence or obligation.

10.9 | GSK shall have the right at any time after exercise of an Initial Program Option or Collaboration Program Option, during and after the Term, to (i) publish the results or summaries of results of all GSK sponsored or supported clinical trials (which after exercise of the applicable Initial Program Option or Collaboration Option shall include any Phase 1 Trial results of Immunocore),

39
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

observational studies and other studies such as meta analyses, conducted with respect to a Licensed Product in any clinical trial register maintained by GSK or its Affiliates and the protocols of clinical trials relating to such Licensed Product on www.ClinicalTrials.gov and/or in each case publish the results, summaries and/or protocols of such Clinical Trials or studies on such other websites and/ or repositories and/or at scientific congresses and in a peer-reviewed journal within such timescales as required by law or GSK’s or its Affiliates’ standard operating procedures, irrespective of the outcome of such Clinical Trials; (ii) make information from Clinical Trials and studies conducted with respect to a Licensed Product available under its Data Sharing Initiative; and (iii) publish the status of each Licensed Product in its annual and quarterly reports and updates regarding GSK’s research and development pipeline. Each such publication or disclosure made in accordance with this Section 10.9 shall not be a breach of the confidentiality obligations provided in this Article 10 and GSK shall be entitled to maintain or effect such publication or disclosure even following any termination of GSK’s rights in respect of the relevant Licensed Product. Any disclosure made under this Section 10.9 shall not include any Confidential Information of Immunocore comprised within Immunocore Background or Platform Rights where such Confidential Information does not r e late explicitly to the Licensed Product and without the prior written consent of Immunocore, unless r equired by Applicable Law.

11. | Warranties and Indemnity

11.1 | Immunocore warrants to GSK that as of the Ef fe cti v e Date :

| 11.1.1 | it has the right to grant the licence s in acco r dance with Se ction 6.7;

| 11.1.2 | it has in place contracts with its employee s and o ther perso nnel it appoints to perform the Collaboration Program s ufficient to ensure a ll Foreground is owned in accordance with Article 7 ab o ve;

| 11.1.3 | all of Immunocore’s agre ements with the s u b contra c t o rs set forth on Schedule 10 to the extent ag reements alr eady e xist under which subcontractors will be conducting work und e r the Research Plans provide (i) that Immunocore shall, in all cases, retain or obta in owner ship of any and all Intellectual Property arising as a result of performance of any sub-contracted a ctivity under the Research Plan, (ii) that such sub-contractor has no rights to use any Intellectual Property Rights o w ned or Controlled by Immunocore save as strictly necessary for perform ance of th e sub-contracted activities and (iii) that s uch sub-contractor shall not be entitled t o further sub-contract its obligations as th e y relat e to the co nduct of any Collaboration Program under this Agreement.

| 11.1.4 | It has not received any written notice fro m any Third Party asserting or a ll eging that the r esearch, development or manufacturing of Compounds infring es or m is appropriates t he intellec t ual property rights of such Third Party;

| 11.1.5 | Schedule 3 s e ts forth a compl et e a nd accurate list of the patents comprising the Immunocore Background rel e v a nt to the Targets within the Dataroom as of th e Effective D at e;

| 11.1.6 | Immunocore h a s provided GSK with a complete and accurate copy of the Assi gnment Agr eement, Deed and Clarification Agreement, as each such a greement is in effect as of the Effective Date, and Immunocore is not aware o f any curr ent material breach of the Assignment Agreement, Deed and Clarification Agreement that would give Adaptimmune the right to terminate the same;

40
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

| 11.1.7 | Immunocore represents and warrants to GSK that it has not intentionally omitted to furnish GSK with any material information known to Immunocore in response to GSK’s requests for information, at the time of such response, during the due diligence and negotiation process with respect to this Agreement;

| 11.1.8 | the information in the Dataroom is accurate in all material respects; and

| 11.1.9 | the following patents and patent applications are owned by Immunocore: patents and patent applications derived from [***].

11.2 | GSK warrants to Immunocore that it has in place contracts with its employees and other personnel it appoints to perform the Collaboration P rogram sufficient to ensure all Foreground is owned in accordance with Article 7 a bove.

11.3 | Each Party warrants to the other that:

| 11.3.1 | As of the Effective Date, it is a comp any or co rporation dul y organize d, validly existing, and in good standing under the Applic able Laws of the jurisd iction in which it is incorporated.

| 11.3.2 | As of the Effective Date, (i) i t ha s the c or p orate p o wer an d authority and the legal right to enter into thi s Agr eement and perform its obligat ions hereunder; (ii) it has taken all nece ssa ry corpo rat e act io n o n its pa r t r e qu ired to authorize the execution and de live ry of t h is A gre eme n t and t h e p erformance of its obligations hereunde r; a n d (i i i) this Agreement h a s b e e n duly executed and delivered on behalf of s u ch Party, a n d c onstitut es a l e gal, v a lid, and binding obligation of su ch Party that is en fo r c ea b l e aga i nst it in a cco r d ance with its terms.

| 11.3.3 | Nothing con tained in this Agreement shall be construed as a warranty, either express o r i mplied, on the part of either Party that (i) any Collaboration Program will yield a Licensed Product o r otherwis e be successful or meet its goals, or (i i) the outc omes of the Collaboration Programs will be commercially exploitable in any respect.

11.4 | In the course of the research o r development of the Compounds and Licensed Products, each Party (and in the case of GSK, G SK’s Affiliates) shall not use any employee or consult a n t who ha s been de barred by any Regulatory Authority, or, to such Party ‘s know l edge, is the subject o f debarment proceedings by a Regulatory Authority. Each Party shall notify the other Party promptly upon becoming aware that any of its employees or c onsult a n ts (or employees o r c onsultants of GSK’s Affiliates as relevant) has been debarred or is the subject of debarment proceedings by any Regulatory Authority.

11.5 | Each Party sh all comply in all material respects with all Applicable Laws in the performance of its obligations and exercise of its rights under this Agreement to the extent in each case that such Applicable Laws cover the performance of the relevant obligations or exercise of rights, including the statutes, regulations and written directives of the FD A, the EMA and any other applicable Regulatory Authority, and the provisions of Section 14, each as may be amended from time to time.

11.6 | S hould Immunocore propose to amend the Amendment Agreement or Deed and C l arification Agreement in a manner that would prevent or restrict the grant of any of the licences under this Agreement to GSK, or provide the right to Adaptimmune to prosecute any Licensed Patents that it does not have the right to prosecute as of the Effective Date, it will obtain the prior written consent of GSK. Such consent will not be unreasonably withheld and will be provided promptly.

41
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

11.7 | the expres s undertakings and warranties given by the parties in this agreement are in lieu of all other warranties, c onditions, terms, undertakings and ob li gations whether expres s or implied by statute, common la w, custom, trade usage, course o f dealing or in any o ther way. all of these are expressly excluded from this agreement to the full e x tent p ermitted by law. no warranty is given by immunocore that any use of immunocore backgrou n d will result in any commercially useful licensed products or licensed products w h ich w ill successfully treat any specific indication.

11.8 | GSK will indemnify, defend and hold harmless Immunocore and its direc t ors, officers, employees and representatives (the “Immunocore Ind emnified Parties”) from and against all Losses arising out of or resulting from Claims based upon:

| 11.8.1 | any negligence or wilful misconduct b y any GSK Indemnified Party or GSK’s sublicensees in connection with GSK’s per fo rmance of its obligations or exercise of its rights under this Agreement;

| 11.8.2 | any non-compliance by any GS K Indemnifi ed Pa rty or GSK’s sublicensees or their sub-contractors with any Applicable Laws;

| 11.8.3 | any death or injury or product liability claim resulting from sale or supply of any Licensed Product by GSK or its Affiliates or their sublicensees;

| 11.8.4 | any death or injury or product liability claim resulting from the conduct of Clinical Trials by any GSK Indemnified Party or GSK’s sublicensees, and the storage, handling, use, manufacture, marketing, commercialization, importation or sale of any Compounds by GSK, its Affiliates, their subcontractors or their sublicensees; and/or

| 11.8.5 | GSK proceeding wi t h an A ct ion in accordance with Section 7.4.4 after Imm un oc ore i n for ms G SK that it i s n o t proce ed i n g with such Action on the ad v i c e of co m p et ent c o u ns el, a n d, i f G SK r eq uire s Immunocore to initiate an A c t io n, such a c ti ons t a ke n by Immunocore a s d i r ected by GSK;

except, to the e xtent suc h Claim arose out of or resulted from any negligence, misconduc t or m at erial b re ach of this Agreement by any Immunocore Indemnified Party. The indemnities given in Section 11.8 are subject to the Immunocore Indemnified Parties promptly notifying GSK in writing with details of the Claim and not maki ng any admission i n relation to the Clai m.

11.9 | Immunocore s hall indemni f y, defend and hold harmless GSK and its Affiliates, and its or their resp ec tive directors, officers, employees and representatives (the “GSK Indemn ifi ed Parties”), from and against any and all Losses arising out of or resulting fro m any Claims based upon:

| 11.9.1 | Any neglige nce or wilful misconduct by any Immunocore Indemnified Party, in connect io n with Immunocore’s performance of its obligations or exercise of its rights under this Agreement;

| 11.9.2 | Any non-compliance by any Immunocore Indemnified Party or Immunocore’s sublicensees or subcontractors with any Applicable Laws;

| 11.9.3 | any death or injury or product liability claim resulting from sale or supply of any Terminated Product by Immunocore or its Affiliates or their sublicensees;

42
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

| 11.9.4 | any death or injury or product liability claim resulting from the conduct of Clinical Trials under any Research Plan by any Immunocore Indemnified Party, and the storage, handling, use, manufacture, marketing, commercialization, importation or sale of any Licensed Products by Immunocore, its Affiliates, or their subcontractors;

| 11.9.5 | any breach by Immunocore of the Assignment Agreement, Deed and Clarification Agreement and any claim to Immunocore Background or Foreground arising under this Agreement by Adapt immune that conflict or interfere with the rights and licenses granted to GSK by Immunocore under this Agreement; and/or

| 11.9.6 | Immunocore proceeding with an Act ion in accordance with Section 7.4.4 after GSK informs Immunocore that it is not proceeding with such Action on the advice of competent counsel, and, if Immunocore requires GSK to initiate an Action, such actions taken by GSK as directed by Immunocore;

except, to the extent such Claim arose out of or resulted from any negligence, misconduct or material breach of this Agreement by any GSK Indemnified Party. The indemnities given in Section 11.9 are subject to the GSK Indemnified Parties promptly notifying Immunocore in writing with details of the claim and not making any admission in relation to the claim.

12. | Limitation of Liability

12.1 | Subject to Section 12.3, neither Party shall be liable under this Agreement whether in contract, tort (including negligence) or otherwise in respect of any indirect or consequential loss or damage including any loss of prof it, loss of business or loss of goodwill.

12.2 | Subject to Section 12.3, Immunocore’s total aggregate liability for any and all claims under this Agreement or arising in relation to this Agreement whether to GSK or its Affiliates or their sublicensees shall in no event exceed [***].

12.3 | nothing in this agreement limits or excludes any party’s liability for (a) death or pers onal injury caused by its negligence; (b) fraud; (c) any indemnity under sections 11.8.3, 11.8.4, 11.9.3 and 11.9.4; (d) gross negligence or wilful misconduct; or (e) any sor t of liability th a t, by law, cannot be lim it e d or excluded.

12.4 | Immunocore shall maintain, at its cost, insurance against liability and other risks associated with its activities and obligations under this Agreement, including the conduct of Clinical Tria ls and its indemnification obligations hereunder, in such amounts, subject to such deductibles and on such terms as are customary for a company such as Immunocore for the activities to be conducted by it under this Agreement. Immunocore shall furnish to GSK evidence of such insurance upon request.

13. | Ter m and Termination

13.1 | This Agreement will come into force on the Effective Date and will remain in force until the last financial obligation under this Agreement has been satisfied, unless earlier terminated in accordance with this Agreement.

13.2 | GSK Right to T e rmin a te. GSK may terminate (a) this Agreement; or (b) any Collaboration Program or (c) any licence granted following exercise of an Initial Program Option or Collaboration Program Option at any time on provision of [***] written notice to Immunocore. The notice shall specify whether GSK is terminating the Agreement or any Collaboration Program or any licence. Where GSK terminates for convenience under this clause 13.2, GSK will reimburse Immunocore for any Third Party expenses incurred or committed to by Immunocore as a t time of receipt of notice of

43
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

termination and where such Third Party expenses c an no t r e asonably be c a ncelled by Immunocore using Commercially Reasonable Efforts (incl uding costs o f a ny Clinical Trial, sub-contractor costs, CRO costs, CMO costs a nd m a nufacturing co sts).

13.3 | Termination for Lack of Feasibility. Where either the JSC or GSK de cides to terminate a Collaboration Program in accordance with Sections 3.5.1, 3.5.2, 3.6.1 or 3.6.2, then GSK shall serve [***] written notice to Immun o core ter minating t he relevant Collaboration Program. Where a Collaboration Program is te rminated und er Section 3.5.2(ii) or 3.6.2(ii), in addition to the prov i sions of Sectio n 1 3.6 below, the provisions of Section 5.3.5 shall apply.

13.4 | Breach.

| 13.4.1 | Either Party may (without limiting any othe r remedy i t may have) at any time terminate this Agreement in its enti r ety or on a Collaboration Program-by-Collaboration Program or li cense-b y-license basis with immed iate effect by giving written notic e to th e other i f the other (or in the case of GSK, its Affiliates) is in material breach of any material provision of this Agreement and the breach has not been remedied within [***] after receipt of written noti ce specify ing the b r e ach and re q uiring its remedy (if such breach is capable of remedy). If suc h breach i s not sus c eptible to cure within such [***] pe riod, the breaching Party shall, w ithin such [***] period, provided to the non-breachi ng Party a written plan reasonably acceptable to th e non- breaching Party, that is reasonably calculated to effect a c ure. Wher e the non-breac hin g Party has accepted any such plan in ac cordance with th e precedin g sentenc e, the non-breaching Party may ter minate this Agreement immediately up on written notice to the breaching Party if the breaching Party subsequently fails to carry out such plan. The right of either Party to terminate this Agreement as provided in this Section 13.4 s hall n ot be affected i n any w a y by such Party’s waiver or failure to take action with respect to a ny previous default.

| 13.4.2 | Materi a l br each sh a ll include non-payment of sums due and owing from GSK. Mate ri al breach shall include failure of Immunocore to communicate to GSK [***].

| 13.4.3 | If the Parties reasonably and in good faith disagree as to whether there has been a material breach, the Party which seeks to dispute that there has been a material breach may contest the allegation in accordance with Article 15. From the date that any claim of material breach is referred to the Executive Officers in accordance with Section 15.1 until such time as the dispute regarding such claimed material breach has become finally settled, the time period during which the breaching Party must cure an alleged breach that is the subject matter of the dispute shall be suspended and no termination under this Section 13.4 shall become effective.

13.5 | Either Party may (without limiting any other remedy it may have) at any time terminate this Agreement or a specified Collaboration Program (which may include exercising the applicable Initial Program Option or Collaboration Program) with immediate effect if the other Party becomes insolvent, or if an order is made or a resolution is passed for its winding up (except voluntarily for the purpose o f solvent amalg amation or reconstruction), or if an administrator, administrative re ceiver or receive r is appointed over the whole or any part of the other Party’s a ssets, or if the other Party makes any arrangement with its creditors or ceases to carry on business or does or suffers any similar or analogous act existing under the laws of any country.

13.6 | Where GSK terminates any Collaboration Program or licence i n accordan c e w i th Section 13.2, a Collaboration Program is termina ted in accorda nc e with Sec tion 13.3, or Immunocore terminates a Collaboration Program or l ic e nce for GSK breach in accordance with Section 13.4 (in eac h case a “T er m inated P roject”):

44
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

| 13.6.1 | The restrictions under Section 6.4 shall cease to appl y in relation to any Target or Licensed Product resulting from a Termina te d Project from the date of termination of su ch Terminated Project;

| 13.6.2 | All sums due and owing p rior to th e date o f termination in relation to the Terminated Projec t shall remain due and owing and Immunocore shall have no obligation to reimburse any payment previously made by GSK;

| 13.6.3 | The licences Granted to GSK as set forth in Section 6.7 shall terminate with respect to the particular Terminated Project from date of termination of the Terminated Project. This Agreement shall remain in full force and effect in relation to other Collaboration Programs and licences granted to GSK;

| 13.6.4 | Save as provided in Sections 13.3 and 5.3.5 above, Immunocore shall be entitled to license the Immunocore Foreground arising from the performance of the Terminated Project to Third Parties; provided that such licenses are not in breach of any other licenses to GSK remaining in effect under this Agreement;

| 13.6.5 | [***] a s applicable (save as provided in Section 13.7 below), with the right to grant s ub- licen c e s (through multiple tiers) solely for the further development and commerc i a lization of the Terminated Products; provided that the foregoing [***] termination in accordance with Section 13.3;

| 13.6.6 | Prosecution of any patents or patent applications covering any Immunocore Foreground that arose out of the performance of the Terminated Project, and solely applicable to such Terminated Project (i.e. such Immuno core Foreground is not the subject of on-going licenses to GSK under the Agreement) shall revert to Immunocore and GSK shall provide all reasonable assistance at its cost to transition the filing, maintenance and prosecution of such Immunocore Foreground to Immunocore as soon as possible after the date of termination.

| 13.6.7 | The Parties shall discuss and agree a plan to either transfer responsibility for Clinical Trials of Licensed Products arising from the Terminated Project (“Terminated Products”) in which any patient has been enrolled, to Immunocore or Immunocore’s nominated Third Party, or permit GSK or its Affiliates to complete and/or wind down such Clinical Trials. GSK shall be responsible for such costs of completion and/or winding down unless otherwise agreed by Parties;

| 13.6.8 | GSK shall deliver to Immunocore [***] within [***] of the date of termination, or as soon as reasonably possible thereafter, all Results, data, materials, drug, submissions, regulatory documentation, clinical materials, details of Third Party sub-contractors (including manufacturers), process details and all other materials in its possession or control solely related to the applicable Terminated Product or Terminated Project, and in each case as reasonably necessary solely for the purpose of permitting Immunocore (or as relevant its nominated Third Party) to continue with the research and development, sale, supply and manufacture of the Terminated Products.

| 13.6.9 | For the avoidance of doubt, in connect ion with the termination of a Collaboration Program in accordance with Section 13.3, the foregoing provisions of this Section 13.6 that are not relevant to such termination shall not apply. By way of illustration only, if a Collaboration Program is terminated prior to exercise of a Collaboration Program Option, then GSK are unlikely to be prosecuting any Immunocore Foreground or conducting Clinical Trials of

45
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

Licensed Products at the time of termination, and therefore, Sections 13.6.6 and 13.6.7 would be irrelevant.

13.7 | [***] commercializes the Terminated Product, Immunocore shall pay to GSK a royalty of [***] of the Net Sales of such Terminated Product. The provisions of Sections 9.4, 9.7, 9.8, 9.9, 9.10, 9.11 and 9.12 shall apply, mutatis mutandis, to Immunocore ‘s obligations to pay royalties hereunder, with all references to “GSK” replaced by “lmmunocore,“ all references to “lmmunocore” replaced by “GSK” and all references to “Licensed Product” replac ed with “Terminated Product.”

13.8 | If (a) GSK or any of its Affiliates directly or indirectly commences any interference or opposition proceeding or challenges the validity or enforceability of, or opposes any extension of or the grant of any supplementary protection certificate with respect to any patent or patent application within the Immunocore Background, Immunocore Foreground or Platform Rights licensed to it under Section 6.7 (each such action a “GSK Pat ent Challenge”); or (b) GSK uses the Immunocore Background or Immunocore Foreground other than as licensed under Section 6.7.1, then Immunocore shall have the right to terminate the license to such patent granted to GSK under Section 6.7.1 to which the Patent Challenge relates or that GSK uses outside the scope of its licenses hereunder (and all Compounds, Targets and Licensed Products covered by such patent), upon [***] written notice to GSK; provided, that Immunocore’s right to terminate this Agreement under this Section 13.8 shall not apply to any Affiliate of GSK that first becomes an Affiliate of GSK after the Effective Date of this Agreement in connection with a merger or acquisition event, where such Affiliate of GSK was undertaking activities in connection with a Patent Challenge prior to such merger or acquisition event and GSK ceases involvement in such Patent Challenge within [***] after such merger or acquisition event.

13.9 | If (a) Immunocore or any of its Affiliates or their sublicensees (to the extent such sublicensees are sublicensed under the relevant GSK Background or GSK Foreground which is subject to the Immunocore Patent Challenge) directly or indirectly commences any interference or opposition proceeding or challenges the validity or enforceability of, or opposes any extension of or the grant of any supplementary protection certificate with respect to any patent or patent application within the GSK Background or GSK Foreground licensed to it under Sections 6.12 and 6.13 (each such action an “Immunocore Patent Challenge”); or (b) Immunocore uses the GSK Background or GSK Foreground other than as licensed under Sections 6.12 or 6.13, then GSK shall have the right to terminate the license to such patent gr anted to Immunocore under Sections 6.12 or 6.13 to which the Immunocore Patent Challenge relates or that Immunocore uses outside the scope of its licenses hereunder (and all Compounds, Targets and products comprising Compounds Cover ed by such patent), upon [***]’ written notice to Immunocore; provided, that GSK’s right to terminate the licence under this Section 13.9 shall (i) not apply to any Affiliate of Immunocore that first becomes an Affiliate of Immunocore after the Effective Date of this Agreement in connection with a merger or acquisition event, where such Affiliate of Immunocore was undertaking activities in connection with an Immunocore Patent Challenge prior to such merger or acquisition event and Immunocore causes such Immunocore Patent Challenge to terminate within [***] after such merger or acquisition event; (ii) only apply in the case of sublicensees where GSK has given Immunocore notice of any Immunocore Patent Challenge and at least [***] to procure the termination of such Immunocore Patent Challenge. This Section 13.9 and the right to terminate any licence under this Section 13.9 shall not apply in relation to any pre- existing sub-licensee of Immunocore under the Immunocore Background and relating to Compounds as at the Effective Date.

13.10 | Where Immunocore is in material breach of this Agreement in connection with a Collabo rat ion Program in accordance with Section 13.4, the following shall apply:

| 13.10.1 | GSK shall have the right in its sole discretion to exercise any or all of the Initial Program Options or Collaboration Program Options for all then on-going Collaboration Programs,

46
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

and GSK’s obligation to pay Immunocore the Milestone Fees associated with the development milestones set forth on Schedule 2 shall be modified as set forth in Schedule 2;

| 13.10.2 | The restrictions set forth in Section 6.4 shall continue to apply to Immunocore;

| 13.10.3 | The licences granted to Immunocore as set forth in Section 6.12 and 6.13 shall terminate with respect to the particular Collaboration Program from date of termination or exercise of the applicable Initial Program Option or Collaboration Program Option thereof. This Agreement shall remain in full force and effect in relation to other Collaboration Programs and licences granted to GSK;

| 13.10.4 | The Parties shall discuss and agree a plan to transfer responsibility for on-going Clinical Trials of Licensed Products arising from the terminated Collaboration Program to GSK including which Party shall be responsible for costs associated with transfer, completion or winding down; and

| 13.10.5 | Immunocore shall deliver to GSK [***] within [***] of the date of termination all Results, data, materials, d r ug, submissions, regulatory documentation, clinical materials, details of Third Party sub-contractors (including manufacturers), process details and all other m a terials in its possession or control solely related to th e applicable Licensed Product arising in the course of the terminated Collaboration Program, and in each case as reasonably necessary solely for the p u rp o se of permitting GSK (or as relevant its Affiliates or sub-licensee) to continue with t h e resea rch and deve lopment, sale, supply and manufacture of su ch Licens e d Products.

13.11 | Where GSK terminates this Agreemen t or any s pe cified Collaboration Program under Section 13.5, the following shall apply:

| 13.11.1 | GSK shall have the right i n its s ole discretion to exerci s e any or all of the Initial Program Options o r Collaboration Program Opti o ns for all then on-going Collaboration Programs where the Agreement is b eing terminated in its entirety or the Init ia l Program Options or Collaboration Pro gram Options relevant to a partic ular Collaboration Program being terminated, and GSK’s obligation to pay Immunocore the Milestone Fees associated with the development milestones set fort h on Schedule 2 shall be modified as set forth in Schedule 2;

| 13.11.2 | The licences granted to Immunocore as set forth in Section 6.12 and 6.13 shall terminate with respect to the particular Collaboration Program from date of termination thereof. This Agreement shall remain in full force and effect in relation to other Collaboration Programs and licences granted to GSK;

| 13.11.3 | The Parties shall discuss and agree a plan to transfer responsibility for on- going Clinical Trials of Licensed Products arising from any terminated Collaboration Program to GSK. GSK shall pay for any costs or expenses associated with transfer, completion or winding down of such Clinical Trials;

| 13.11.4 | Immunocore shall deliver to GSK [***] within [***] of the date of termination all Results, data, materials, drug, submissions, r e gulatory docu me n tation, cl in ical materials, details of Third Party sub-contractors (i n c luding m a n ufa cturers), proce s s details and all other materials in its po s s e ssion o r control solely related to the applicable Licensed Product arising i n the course of any terminated Collaboration Program, and in each case as re asona bl y n eces s ary solely for th e purpose of p e rmitting GSK (or a s relevant its Affi li a t es or sub-

47
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

licensee) to continue with the research and development, sale, s upp ly and manufacture of such Licensed Products; and

| 13.11.5 | To the extent that any liquidator or admini s trator legally disclaims any continuing obligation or surviving obligation following termination in a c cordan c e with Section 13.5, Immunocore shall offer GSK a right to negotiate in good faith for (a) any continuing licences to manufacture, s ell, supply, u se and import the Lic e n se d Products s ubje c t to a ny di sc l a im ed licence or option right; a nd (b) supply of materials unde r Secti o n 13.11.4.

13.12 | Termination of this Agreement will not release any Party from any obligation or liability which has fallen due or arisen before the effective date of termination of this Agreement. Any payments due or arising prior to the date of termination shall immediately become due and payable on termination.

13.13 | Articles 1 (to the extent required), 6 (to the extent provided in Article 13), 7 (to the extent provided in Article 13), 10, 11, 12 13 (and all Sections that are required to survive termination in accordance with Article 13) and 16 will survive termination or expiry of this Agreement for whatever reason.

14. | Anti-bribery

14.1 | Each Party agrees to:

| 14.1.1 | comply with all Applicable Laws relating to ant i-bribery and anti-corrupt ion including but not limited to the Bribery Act 2010 (Relevant Requirements);

| 14.1.2 | maintain in place throughout the term of this Agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and will enforce them where appropriate;

| 14.1.3 | comply with any key ant i- bribery policies of the other Party which are communicated to it as of the Effective Date and in relation to which a Party can reasonably comply;

| 14.1.4 | promptly report to other Party any request or de mand for any undue financial or other advantage of any kind it receives in connection with the performance of this Agreement; and

| 14.1.5 | immediately notify other Party (in writing) if a foreign public official becomes an officer of its orga nisation or acquires a direct interest in it (and it warrants that it has no foreign public officials as officers or direct owners as of the Effective Date).

14.2 | For the purpose of this Article 14, the meaning of adequate procedures and foreign publi c official and whether a person is associated with another person shall be determined in acco r dance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) and section 8 of that Act respectively.

14.3 | Immunocore a cknow le dg e s re c eipt of GSK’s “Pr e vention of C orruption - T hird Party Guidelin es” attached as Schedule 4 and agrees to comply with su c h as a key anti-briber y polic y of G SK u nder Section 14.1.3.

15. | Di spu te Resol u ti o n

48
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

15.1 | Either Party shall have the right to refer any dispute first to the JSC for resolution, provided the JSC is still in existence at time the dispute arises and has not ceased to exist in accordance with Section 4.10.

15.2 | Where any dispute cannot be resolved by the JSC within [***] of first referral to the JSC or where JSC is not in existence at date dispute arises, either Party shall have a right to refer such dispute to the respective Executive Officers (or their designees), and such Executive Officers shall attempt in good faith to resolve such dispute.

15.3 | Where the Executive Officers are unable to resolve the dispute within [***] of referral under Section 15.2, either Party thereafter may request that the dispute be referred to Third Party mediation, by written notice to the other; provided, that if the subject matter of a dispute is within a Party’s final decisio n-making autho ri ty pursuant to Article 4, then such dispute shall not be submitted to mediation and may be finally decided by the Party having such authority. Where th e Parties agree, suc h dispute shall be submitted to mediation in accordance wi t h the Mediation Procedure of the International Institute for Conflict Prevention an d Resolution (“CP R”). Such mediation shall be attended on behalf of each Party for at l ea st one session by a senio r executive with authority to resolve the dispute and shall be held in London, Eng lan d. Unless otherwise agreed by the Parties, the Parties shall select a medi ator from t he CPR Panels of Distinguished Neutrals. Notwithstanding the fore g o ing, ea c h Party h as the right to pursue provisional relief from any court, s u ch as att achme nt, preliminary injunction or replevin to avoid irreparable harm, mai n tain t h e status quo, or preserve the subject matter of the dispute, prior to the commencem ent of, or while the P ar ties are engaged in, the mediation process. Any dispute that cannot be resolved by mediation within [***] of notice by one Party to the other Party of the commencement of the mediation process shall be resolved by arbitration in accord a nce Section 15.4.

15.4 | Any dispute remaining unreso l ved afte r Third Party mediation pursuant to Section 15.3 of the Agreement (if applicable) will be submitted for resolution to arbitration by the International Court of Arbitration (“ICC”) in accordance with the ICC rules in force at the time of referral. T h e arbitra tion shall b e in Londo n, England an d shall be by a [***] arbitrator who shall (i) be a la w yer of n o t less than [***] who is knowledgeable in th e law concerning the subject matter a t is su e in the dispute, (ii) not be or have been a n employee, cons u ltant, officer, director o r stockholder of either Party or any Affil i ate of either Party an d (iii) not have a conflict of interest under any applicable ru l es of ethics. The arbitrato r sha ll be sele c te d by mutual agreement of the Parties, provided that if the Parties ca n not agree o n the arbitrator within [***] of the releva nt arbitrat ion request, the arbitrator shall be selected by the [***]. The arbitra tor ma y proceed to an award, n otwithstanding the failure of either Party to partic ipa te in the proceedings. The arbitrator shall, within [***] after t h e conclusi on of the arbitra ti on hearing, issue a written award and stat e ment of decision describin g the es s en t ial findings and conclusions on which the award is based, in accordance with Applic able Laws, including the calculation of any damages award e d. The arbit r ator shall be authorized to award compensatory damages, but shall not b e authori zed to award non-economic damages or punitive, special, consequenti al, or any oth er similar form of damages, or to reform, modify or materially change the Agreement. The arbitrator also shall be authorized to grant any temporary, prelimina ry or permanent equitable remedy or relief the arbitrator deems just and equita b le and within the scope of this Agreement, including an injunction or order for specifi c performa nc e. The award of the arbitrator shall be the sole and exclusive rem e dy of the P arties (except for those remedies set forth in this Agreement), the P ar ties hereby expressly agree to waive the right to appeal from the decisions of the ar bitrator, and there shall be no appeal to any court or other authority (government or private) from the decision of the arbitrator. Judgment on the award rendered by the arbitrator may be enforced in any court having competent jurisdiction thereof, and the decision of the arbitrator shall be final and binding on both Parties in the absence of manifest error or fraud. Notwithstanding anything contained in this Section 15.4 to the contrary, each Party has the right before the arbitration is commenced, to seek and obtain from the appropriate court provisional

49
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

remedies such as attachment, preliminary injunction or replevin to avoid irreparable harm, maintain the status quo, or preserve the subject matter of the arbitration.

15.5 | Each Party shall bear its own attorneys’ fees, costs, and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the arbitrators; provided, that the arbitrator shall be authorized to determine whether a Party is the prevailing Party, and if so, to award to that prevailing Party reimbursement for its reasonable attorneys’ fees, costs and disbursements.

15.6 | All proceedings and decisions of the arbitrators shall be deemed Confidential Information of each of the Parties, and shall be subject to Article 10.

15.7 | From the date of submission of the dispute to the Executive Officers, until such time as the dispute has become finally settled by Third Party mediation or arbitration, the running of the time periods as to which a breaching Party must cure a breach of this Agreement becomes suspended as to any breach that is the subject matter of the dispute.

15.8 | Unless otherwise agreed by the Parties, disputes relating to patents and patent applications and non-disclosure, non-use and maintenance of Confidential Information shall not be subject to arbitration, and shall be submitted to a court of competent jurisdiction.

16. | General

16.1 | Notices: Any notice to be given under this Agreement must be in writing and may be delivered to the other Party by hand or courier (in which case the notice shall be deemed received on day of delivery). Notices for Immunocore shall be marked for the attention of the CEO of Immunocore, sent to the address provided in the preamble of this Agreement. Notices for GSK shall be sent to the following:

Attention: [***]
GlaxoSmithKline
7 09 Swe de l a nd R oa d
P.O. B ox 1539, MC U W2318
King of Prussia, PA 19406-0939
Un ite d States
T e le p hone: [***]
with a copy to:
Attention: [***]
GlaxoSmithKline
2301 Renaissance Boulevard
Mail Code RN0220
King of Prussia, PA 19406
Telephone: [***]

16.2 | Assignment: Neither Party may assign or transfer this Agreement a s a whole, or any of its rights or obligations under it, without first obtaining the written consent of the other Party (which may be given or withheld at the absolute discretion of the Party from which consent is sought). Both parties may assign all of its rights and obligations under this Agreement to an Affiliate or to any successor to the whole or relevant part of its business (or as relevant its Intellectual Property Rights) and the other Party hereby consents to such assignment. Any assignment of Foreground or in the case of

50
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

Immunocore, the Immunocore Background, shall be m ad e s u bject to the terms of this Agreement, including as to any rights granted on term i nati o n of this Agree me nt.

16.3 | Illegal/unenforceable provisions: If the whole o r any part of any pr ovision of this Agreement is void or unenforceable in any juri s d iction, the other provisions of this Agreement, and the rest of the void or unenforce able provision, will continue in force in that jurisdiction, and the validity and enfor ce ab i lity of that prov i sion in a ny other jurisdiction will not be affected.

16.4 | Waiver of rights: If a Party fails to enforce, or dela y s in e nfo r c ing, an obligation of the other Party, or fails to exercise, or delays in exerci sing, a right und er this Agreement, that failure or delay will not affect its r ight to enforce t ha t obligation or constitute a waiver of that right. Any waiver of any prov ision of this Agreement will not, unless expressly stated to the contrary, c onstitut e a wai ver of that provision on a future occasion.

16.5 | No agency: Nothing in th is A g reement creates, i mplies or evidence s a ny partnership or joint venture between the parties, o r the relationship bet ween them of principal and agent. Neither Party has any authority to make any representation o r commitment, or to incur any liability, on behalf of the other.

16.6 | Entire agreement: This Ag reement (incorpor at ing all Schedules and Exhibits) constitutes the ent ir e agreement between the parties relating to its subject matter. Each Party ackno wledges t h at it ha s not enter ed i nto this Agreement on the basis of any warranty, representation, statement, agree ment or undertaking except those expressly set out in th i s Agreement. Each Party wa ive s any claim for breach of this Agreement, or any right t o resci nd this Agreement in re spect of, any representation which is not an express p rov ision of t his Agreement. However, t his Section 16.6 does not exclude any liabili t y wh ich either Party may have to the other (or any right which either Party may have t o rescind this Agreement) in respect of any fraudulent misrepresentation or frau dulent c onc ealment p rior to the executi o n of this Agreement.

16.7 | Formalities: Each Party will take any action and execute any document reasonably required by the o ther Party t o give effect to any of its rights under this Agreement.

16.8 | Amendme nt s: No v a riation or amendment of this Agreement (including the Schedules) wi ll be ef f ective unless it is made in writing and signed by each Party’s represent a tive.

16.9 | Thir d p arties: No o ne except a Party to this Agreement has any right to prevent the am end ment of t hi s Agreement or its termination, and no one except a Party to this A g ree ment may enforce any benefit conferred by this Agreement, unless this Agre ement expressly provides otherwise. The Immunocore Indemnified P a rties and G SK Indemnified Parties may directly enforce the indemnities in Article 11.

16.10 | Governing law: This Agreement is governed by, and is to be construed in accordance with, English law.

16.11 | Counterparts: This Agreement may be signed in counterparts, each and every one of which shall be deemed an original, notwithstanding variations in format or file designation which may result from the electronic transmission, storage and printing of copies of this Agreement from separate computers or printers. Facsimile signatures and signatures transmitted via PDF shall be treated as original signatures.

51
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

In Witness Whereof, the Parties have executed this Agreement by their duly authorized representatives as of the Effective Date.

SIGNED for and on behalf of IMMUNOCORE LIMITED: | SIGNED for a nd on beh alf of GlaxoSmithKli ne In tellectual Pro perty Developme nt Ltd:
Name | James Noble | Name | Paul Williamson
Position | CEO | Position | Authorized Signatory For and on behalf of Edinburgh Pharmaceutical Industries Limited Corporate Director
Signature | /s/ James Noble | Signature | /s/ Paul Williamson

52
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

SCHEDULE 1
RESEARCH PLAN FOR INTIAL TARGET PROGRAM
[***]

1
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

SCHEDULE 2
[***]

1
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

SCHEDULE 3 - IMMUNOCORE BACKGROUND PATENTS
[***]

1
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

Schedule 4
PREVENTION OF CORRUPTION - THIRD PARTY GUIDELINES
The GSK Anti-Bribery and Corruption Policy (POL-GSK-007) requires compliance with the highest ethical standards and all anti-corruption laws applicable in th e countries in which GSK (whether through a Third Party or otherwise) conducts bus iness. POL- GSK-00 7 re quires all GSK employees and any Third Party acting for or on beha lf o f G SK to ensure th a t all dealings with third parties, both in the private and government se ct ors, are carried o u t in compliance with all relevant laws and regulations and with the st a nda rd s of integrity requi red for all GSK business. GSK values integrity and transparency and h as zero tolerance fo r corru p t activities of any kind, whether committed by GSK employees, o fficers, o r third-p arties ac ti n g fo r or on behalf of the GSK.
Corrupt Payments - GSK employees and any T h ird Party acti ng fo r or on beh alf of GSK, shall not, directly or indirectly, promise, authorise, r ati f y or of f er to m a ke or m ak e any “payments” of “anything of value” (as defined in the g lo ssa ry sec tio n) to an y i n dividual (o r at the request of any individual) including a “governme n t off icial” (as d efin ed i n the g lo s sary section) for the improper purpose of influencing or indu c i ng o r as a r ew ard fo r a ny act, o mis sion or decision to secure an improper advantage or to i m pro per l y ass i st the co mpa ny in o btaining or retaining business.
Government Officials - Althou g h G SK’s polic y p roh ib its pay m e nts by GS K or third parties acting for or on its behalf to any in d i v idua l, p ri vate or pub lic, as a “quid pro qu o” for business, due to the existence of specific antico rrup t i on l aws in the co unt ries w her e we operate, this policy is particularly applicab le to “paym ent s” of an ything o f value” (a s defi ned in the glossary section), or at the request o f, “g ove rn m e nt off ic ia ls” (as d efi n e d in t he glo s sary section).
Facilitating Payment s - For the a v o idan c e o f dou bt, faci l itatin g paym ents (otherwise known as “greasing paymen t s” a nd d efine d as pay ments to an indivi dua l to secure or expedite the performance of a ro utine gov ernm ent ac t ion by g o v ernment o fficials) are no exception to the general rule and t h erefo re p ro hi b ited.
GLOS S ARY
T he ter ms de fined here in sh ould be con stru ed b roadly t o give effect to the letter and spirit of the ABAC Pol icy. GS K is com m itted to the hig he s t e thical standards of business dealings and any acts that create the a ppearance of promisin g, offering, giving or authorizing payments prohibited by thi s poli cy w i ll n ot b e to l e rated.
Anything of Valu e: th is ter m in cl udes cash or cash equivalents, gifts, services, employment offers, loans, tra v el expen se s, e ntertainment, political contributions, charitable donations, subsidies, per diem payments, sponsorships, honoraria or provision of any other asset, even if nominal in v alue.
Payments: this term r e fe rs to and includes any direct or indirect offers to pay, promises to pay, auth oriza tions of o r payments of anything of value.
Govern me nt Official shall mean:

| • | Any officer or employee of a government or a ny department, agency or instrument of a government;

| • | Any person ac ting in an offi c i a l ca pac ity for or on behalf o f a g ov e rnment or a ny department, agency, or in s trument of a government;

| • | Any officer or employee of a company or business owned in whole or part by a government;

| • | Any officer or employee of a public international organization such as the World

| • | Bank or United Nations;

1
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

| • | Any officer or employee of a political party or a ny pe rson acting in an official capacity on behalf of a political party; and/or

| • | Any candidate for political office.

2
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

Schedule 5
R&D POLICY PRINCIPLES
A. Ethical Conduct Requirements Ethical Conduct
The Parties are committed to the highest standards of c ondu ct in all aspects o f t h eir respective businesses and to conduct their business with honesty an d integrity, and i n co mpliance with all applicable legal and regulatory requirements.

| • | Always act with integrity and honesty and protect the Parties’ public image and reputation in relationships with customers, competitors, suppliers, business partners and staff

| • | Promptly raise any concerns about possible unethical or illegal conduct

| • | Be free from actual or potential conflicts of interest that might influence, or appear to influence their judgment or actions when performing duties on behalf of the Parties

| • | The Parties’ reputation and the respect of those who deal with the Parties must not be put at risk by acceptance of any entertainment, gifts or favors intended or perceived by others to influence their business judgment

| • | Communications with external audiences, i.e., Investors and the Media, should be managed through appointed company spokespersons to minimize risk to the Parties’ reputation

| • | Provide accurate and reliable information in records submitted, safeguard the Company’s confidential information, and respect the confidential information of other parties with wh o m the Com p an y do e s b u sines s o r com pet es

Management of H u m a n S af et y Info r mation
The safeguar d i n g of hum a n s ub j e c t s participating in clin ic a l tr ials and patients who use d e v ic es or take inv e s tig a t ional or li cen s e d m edicinal pr o ducts, c e rta in consumer health c are products, vaccine s, o r b i o logic al pr oduc ts (the fo r eg o in g collect i vely referred to as the “Products”) is of paramo u n t im port a n ce. Products would al s o inclu de b lin d ed, placebo, or control agents used in clinical stu d i e s. Therefore, th e Parties re quire a f r am ework for management of Human Safety Information. The framew ork includ e s, but is not li m i t ed to:

| • | Safety reviews o f Products t o evaluate emergent safety data

| • | Creation of appropriate committees and safety departments to proactively address human safety throughout Product development

| • | Reporting of Human Safety Information to safety departments in a timely fashion. This includes any information relating to human health and/ or wellbeing arising following expo s u r e of hum a ns to product s including reports of drug abuse or overdo s e, reports of dr ug in t e ra c ti o n, o r inf o rmati o n re ce iv e d a s part o f produ c t complaint s

Care a nd Ethical Treatment of Animals in Research

| • | Animals should be used in research only when required by regulatory authorities or where there are n o alternative s through adherence to the “3R” Principles--reducing the number of animals used, replacing animals with non-animal methods whenever possible and refining the research techniques used. In addition, the Parties include two more R’s: Responsibility and Respect for animals involved in animal research.

| • | The Parties believe in using the highest standards for the humane care and treatment of all animals used in research, development and testing, including adherence to the principles (listed below), and all applicable legal and regulatory requirements, with a default to which ever is more stringent.

| • | Access to species appropriate food and water

1
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

| • | Access to species specific housing, including speci e s ap propriate te mpe rature and humidity levels

| • | Access to humane care and a program of veterinary care

| • | Animal housing that minimizes the development of abnormal behaviors and allows for normal species specific behavior,

| • | Adherence to principles of replacement, reduction and refinement in the design of in vivo studies

| • | Study design reviewed by institutional ethical review panel

| • | Commitment to minimizing pain and distress during in vivo studies

| • | Work performed by appropriately trained staff

| • | No Great Apes should be used for r e s e arch

B. Requirements for Engaging E x te rn al Exp e rts and Health c a re P rofe ssi onals
Use of External Experts withi n R&D
The Parties believe that the e ngagemen t of ext ern al e xperts in R&D sh o u l d b e done in accordance with the follow in g p rincipl e s:

| • | There must be a l egit imate need for the services of the expert that cannot be fulfilled in-house, and the minimum number of experts needed should be used

| • | Selection of experts should be based solely on the expert’s qualifications and expertise in the subject matter for which such expert is retained

| • | The expert’s services must be documented in a written signed agreement

| • | Compensation must be based on fair market value for the services provided

| • | Reimbursement or pre-payment for costs associated with travel, lodging, meals and hospitality (i.e. refreshments, background music at meetings) for an expert are acceptable if permitted by all law for the location in which the services are rendered and are modest in value

| • | Experts shall not receive any gifts of any value, especially where the expert is also a healthcare professional

| • | Gift includes anything of value, regardless of amount, given to show friendship, appreciation, or support, including meals, entertainment or recreational activities (excludes f a ir m arket v a l u e for services rendered).

| • | Health c ar e Professionals includes, but is not limited t o, physicians, their allied health profes sio n a ls, an d m e dical office staff. Thi s term also applie s to pharmaci s ts and empl o y e e s of ph ar m a cy benefit managers.

C. Req uire ments for Funding for Charitable Donations and External Science/Medical Pro g ra ms
Charitable Donations
C haritable donations to an eligible Health-Related Organization are allowed. C haritable don a t ions of either funds or in-kind suppo r t are permitted if they are for the purpose of advancing the general mission of an eligible, health-related recipient organization and if they are not tied or directed to a specific event or program.
To be considered eligible for a donation, the health-related organization must meet all of the following:

| • | Non-profit organization

| • | The organization’s principle mission involves advancing science, medicine, or public health (collectively, a “health-related” mission)

2
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

| • | The organization does not prescribe, purchase or recommend the Parties products, unless the request for a charitable donation for such an organization is for a widely publicized fund-raising event or campaign in support of the health - related mission of the organization

| • | The organization, as well as its management and leadership, are independent of the control of the Parties or undue influence of any of the Parties’ employees or agents

| • | Even if the health-related organization is eligible to receive a charitable donation, the donation may not be provided if a donation is intended:

| • | As a means of rewarding the prescribing, recommending, or use of the Parties products or services, including the influencing of formulary inclusion or placement

| • | As a means of promoting the use of the Parties products or services. Return on investment (ROI) analyses are not permitted

| • | As a means of supporting political causes or candidates

| • | As a means of supporting an y org an izat ion o r activity wi thout a di rect and bona fide scientific, medical, or publi c h ealth p u r pos e

General Requirements for US In de pe nde nt M edical E d u c atio n
Funding for External S c ie nce/ M edic al Programs (FE S M P) mean s f i n ancial support of specific activities intended t o further t h e pro g r es s of s c i e n ce, scie nt ific/medical education, and the public health, for w h i ch the P a r ti es w i ll n o t tak e a ny i ntell e c tu a l property or other proprietary interest.

| • | A re ci pie n t of F ES M P must be reasonab l y qualified t o conduct high quality educational progra m s, re searc h, or o the r act ivity be ing fun d ed

| • | F E S M P is n ot permitted if used as a means of rewarding the prescribing, recommending, or use of the Parties products or services, including the influencing of formulary inclusion/ placement

| • | A recipient of FESMP must agree to make meaningful disclosure of any financial sponsorship from the partner

| • | FESMP may not be “expensed” or paid with the personal funds of an employee or contractor, and then reimbursed

| • | FESMP is not permitted as a means of supporting political causes or candidates

| • | FESMP is not permitted if used as a means of supporting any organization or activity without a direct and bona fide scientific, medical, or public health purpose

| • | FESMP must comply with all s ub s tantive an d pro ce dural r e quir e ments es tabli s h e d by the la w where the progr a m or ac tivity potenti a lly bein g funded will t a ke pl a ce

D. C li n i c a l Research Requirements
Maintaining the Confidentiality of Protected Medical Information
T he Parties r e spect the confidential nature of protected medical informati o n (PMI) originating from both h e althy and patient volunteers involv e d in clinical, genetic, a nd other research work
or from staff employed by the Parties. Therefore, a framework should be in place to safeguard PMI against inappropriate collection, retention, use and disclosure (in addition to compliance with law and regulations).
Safeguards include, but are not limited to:

| • | Collecting PMI only for specific and lawful purposes

| • | Collecting, retaining, using, reusing, and disclosing P MI on ly with valid c o nsent or as otherwise permitted by law or regulation

| • | PMI obtained from external sources is treated as a re-use and all reuse must be consistent with the original informed consent

3
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

| • | Retention of PMI only for as long as business activities or scientific research requires and retention of only the minimum amount of identifying information necessary

| • | Ensuring the physical and technological security of PMI

| • | Not using PMI in external publications

| • | Never transferring PMI from the pharmaceutical R&D division to the marketing function unless permission is obtained from the in d i vidu a l

If PMI is collected that indicates the ne ed f o r imm e d i a te cl i n ic al interv en t ion, that information will be communicated to the study in ve s t i g ato r or p h ysicia n o f rec o r d w h e re such PMI relates to information collected under a C lin i c a l Trial. W h e re such P MI rela tes t o Immunocore’s internal blood donors said dono r s h a ll be i n fo rm e d a n d d irected to see t h ei r physician in accordance with Immunocore’s b l o od c ollec t i on polici es.
Personally Identifiable I n formatio n (P II) m e a n s informati o n wh i ch i d entifies a specific individual including but n o t li mited to, nam e, a d dress, an d national i d e ntification numbers (e.g. Social Security Nu m ber)
Protected Medical Inf o rmati on (PMI) i s PII that d e sc ribes c li ni c a l and medical conditions, genetic status, tre a t ment of c o n d i t ions, h e a l th status, sexual o rientation, ethnic origin, etc., and includes both enc od e d cl inic al tr i a l da t a a nd ov e r tly i d e ntifiab l e d a ta.
Standards fo r Colle cti ng, O b t a in i n g and U s i ng Hum a n B iological Samples in Research
ARTICLE 1 Th e Parties r espe ct t he int e re s t o f dono r s of human biological samples used in researc h a nd requ ire th at c e rt ai n stand ar d s shou ld a pp l y to the collection, obtaining and use of such hu ma n biologi c al s am pl es, as s e t forth b e lo w.
ARTICLE 2

| • | Ensure that s a mp les ar e co llected with informed consent and ethics committee/Institutiona l Review Board (I RB) approval in accordan c e with the applicable research requireme n t s o f Goo d C l i n i c al Pr a ctice (International C o nferenc e on Harmonization). Addition a l l y, through informed consent, donors must be made aware that the re s ear c h is bei n g un dertak e n b y a c ommercial entity and that, where a pplicable, the resear c h invol v e s t he an aly s i s of DNA and / or medical information.

| • | W he n obtaining s a mpl es from a noth e r e ntity that c oll ec t e d th e samples f o r reasons u nrelated to the Parties, c onfirmation th a t the entity complied with relevant requirements for informed consent, ethics committee/IRS approval and data privacy is required

| • | Human biological samples must be used only for purposes that are consistent with the consent obtained and in compliance with relevant laws and regulations

| • | Additional individual donor consent and ethics committee/ IRS approval should be obtained when the research use intended is inconsistent with / b e yond the sc o pe of the original consent. Additional c onsent s hould also be obtained if the original c onsent did not include analysis of DNA (if relevant to the research proposal) or use of any associated medical information (if relevant to the research proposal).

| • | In general, cell lines (e.g. Hela), derivatives (e.g. isolated proteins) and preparations of human biological materials (e.g. sub-cellular fractions) that are well established and made available for research use, do not require re- consen t and/or ethics committee/IRB approval for the intended research use

| • | Proposals to collect, obtain, or use human embryoni c or f oetal sampl es f or research should be carefully reviewed and such research m u st have the poten ti al to benefit patients

4
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

Conduct and Public Disclosure of Human Subjec t Res ear c h
The Parties carry out human subject research in ac c ord anc e with t he e thi ca l pr in ciples of respect for persons, beneficence, and justice. S uc h rese ar c h c on forms t o high et hical, medical and scientific standards. Specific principles fo r di f f eren t ty p es of h uman s ub ject research are set forth below.
All Human Subject Research

| • | All human subject research must be c on d ucted in ac co rda nce with t he fol lowin g principles:

| • | Human subject research is c ondu c t ed in ac cor d a nce with the e thical principles of respect for persons, benefic e nce and justice

| • | Human subject research always has a legitimate scientific purpose and is not designed with the objective of rewarding healthcare professionals for using, purchasing, recommending, or prescribing the Parties’ products

| • | Sales/marketing/commercial staff generally does not participate in the initiation or conduct of human subject research

| • | Placebo controlled studies are conducted only when there are scientifically sound methodological reasons, where the risks are minimized and reasonable in relation to the knowledge gained, and when patients who receive placebo will not be subject to any additional risk of harm

| • | The standard of care required by the study design is, as a minimum, consistent with local standards of care

| • | Human subject research should be publicly disclosed and ideally published in the searchable, peer reviewed, scientific literature

| • | In most circumstances, summary protocols and summary results of clinical studies are posted on publicly available registers and/ or in the scientific literature within appropriate timelines.

| • | External proposals for additional analyses of human subject research studies are assessed for scientific merit and undertaken as collaborations between in-house scientists and the proposer.

| • | Clinical studies are never terminated for solely financial reasons.

Interve nt ional Human Subject Research
In a d di t io n to the foregoing general principles applicable to all human subject research, the following principles apply to the conduct of Interventional Human Subject Research:

| • | Interventional human subject research is conducted in accordan c e with the ethical principles of the Declaration of Helsinki, the principles of ICH GCP E6, ICH Ell (pediatrics)

| • | Interventional studies of medicinal and other products are conducted in countries where the products are expected to be sold in and suitable for the wider community of the country

| • | All interventional human subject research is conducted only with the approval of Institutional Review Boards or Independent Ethics Committees

| • | When interventional human subject research is conducted in developing countries, the Parties seek agreement with key interested external parties in the country on the conduct of the research, including the standard of care p rovided durin g th e study, the scientific rationale for interventions, including pl ace bo, the provision o f healthcare for subjects after the study, and the fate of any cap ac ity b uilt for the c o nd u ct of the study

| • | All interventional human subject research req uires t he in formed c on se nt of subj ects (or their legal representative) who participate in the research

| • | When nationally licensed medicinal products that are not the subject of the research study are required for the routine care of a patient during the conduct of the study, the Parties only fund these when they are not funded by the normal healthcare infrastructure and there is assurance that they or suitable alternatives will be available and funded after the study while the medical need exists

5
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

| • | For diseases/conditions that continue beyond the end of an interventional study, the Parties must be assured the healthcare system is able to provide, and will take responsibility for, the continued care of study subjects

| • | When there is a compellin g med ic al r atio nale for patient s who h ave de r i ved measurable medical benefit from an inv e stiga t i ona l me dicinal p ro duct durin g an interventional study to continue to recei ve that pr odu ct after the study, the Parties endeavor to provide that treatment either through additional clinical studies or through expanded access programs

| • | The Parties provi d e investig ators with the summ ary r esults o f i n t erventional studies in which they pa rti cip ate, an d e n cour ag e s inve st igat o rs t o inform their subjects of the results

Meta-analyses a n d P o oled A n alyse s
The followin g pr inc i ples app ly t o res earch t ha t use s da t a from more than one previously conducted cli nic al stud y (Me ta-ana l y ses and Po ol ed Analys es) :

| • | Resear ch utilizing data from the Parties’ previous clinical studies in a manner inconsistent with, or beyond the scope of, the original informed consent requires re- consent of the subjects, or if this is not practical, IRB/IEC approval. If this is not practical, the data are anonymized

| • | The Parties re vie w, bef or e submission for publication, any proposed manuscripts, presentatio ns or abst racts prepared by research collaborators which originate from the Parties hu m a n subject r e se arch studies (including the Parties supported s tudies)

Non-Interv entio nal (o b ser v ational) Human Subject Research
Th e foll ow in g prin c ipl e s ap ply t o Non-interv e ntional (o b se rvati o nal) human subject r ese ar c h:

| • | For observation a l studies wh e re clinical data are coll e ct e d by or on b e h a lf of th e Parties s pe c ifically for the purpo s e of the research, the Parties abide by the local legal requirements and regulations for informed consent for the use of these data and IRB/IECs approval is obtained

| • | For observational studies using health c are databases, the Parties are assured that there is compliance with relevant leg a l requirements for dat a priva c y and that patients have provided informed consent for the use of their data in research, or IRB/IEC approval has been obtained for that use; or other measures to protect privacy are in place (e.g. the data are anonymized)

6
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

Schedule 6
Invoice Instructions
Immunocore shall send each invoice in pdf format, specifying th e total amount payable to:
[***] and [***] with a copy to the Alliance Manager.
Invoices must:

| − | be on Immunocore company letterhead

| − | set out Immunocore’s bank details as noted b e lo w

| − | have a contact name and contact number

| − | contain an invoice date and invoice num b er

| − | state the contractual payment terms a f t e r r e ceipt of i n voi c e

| − | be addressed to:

GlaxoSmithKline Intellectual Prope rty D e velo p m e nt Ltd
Glaxo Wellcome House
Berkeley Avenue
Greenford,
Middlesex,
UB6 ONN,
UK
[***]

1
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

Schedule 7
Technology Transfer
[***]

1
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

Schedule 8
Nomination Notice
Under the Collaboration and License Agreement executed o n June _, 2013 GSK hereby nominates the following as a Nominated Target.

Date Nominated : |
Target name: |
Protein identification number: |
Target protein sequence: |
Date received b y Immunocore: |

Authorized fo r n omin a t io n o n b eh alf of GS K

By: |  |
Name: |  |
Title: |  |
Date: |  |

Accepted/ R e je cted [o pt ion to be inserted on signature] on behalf of Immunocore Limited

By: |  |
Name: |  |
Title: |  |
Date: |  |

1
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

Schedule 9
Agreed Press Release
IMMUNOCORE SIGNS RESEARCH AND LICENSING AGR E E MENT WITH G S K TO
DISCOVER lmmTACs AGAINST NO VE L TARGETS
(Oxford, UK, [X] July 2013) Immunocore Lim ited, th e O xfor d- ba sed bi otech nology company developing novel biological drugs, ca ll ed Im mT A C s (I mm une m obi lising mTCR Against Cancer), to treat cancer and viral dis e as e to da y ann o u nc ed it has entered into a partnership with GlaxoSmithKline (GSK) fo r multi ple nove l tar gets n o t add ressable using antibody-based technologies. This is Immunocore’s secon d major partnership this year.
Under the terms of the agreem en t, Immunocore w i ll re c e i ve up to a total o f £142 million in preclinical milestone payments ac ross th e targets. In ad d i ti on, for e a ch product which reaches the market, up to £200 m i lli o n is due to Immunocore i n development and commercial milestone paym e nts p lus up t o d ouble d i git royal tie s. Immunocore will be responsible for all of t he p r eclini ca l d evel op ment and for the initial cl inical trials in patients and GSK will be res pon s ible f o r the re ma ining de v elo pment and commercialisation of the products.
Immunocore h a s cr eate d a wo rld- leading p l at form of b i-specific biological drugs, called ImmTA Cs, which e xp loit the power o f T Cell R ec ept o rs (TCRs) to recognise intracellular changes that occur during c a ncer o r vir al infe ct i on. This unique recognition ability of TCRs sets them apart from tr ad i tional a ntibody-based therapies that can only recognise changes on the surface of c ells, and p ro v id es, for the first time, the ability to develop extremely potent targeted ther apies f o r c a ncers that are currently poorly served. The most advanced Imm T AC drug, I MCgp100 for the treatment of melanoma, is currently in Phase I/II clinical trials in th e U K and USA.
James N o ble, Chief Exe c utive Officer of Immunocore commented: “W e are delight e d to col la b o r ate with GSK, our second major partnership signed this year. GSK is a leading pharmaceutical company with a proven track record in the development of biotherapeutics and this is an important partnership for Immunocore.”
Laurent Jespers, VP and Head of Innovation BDU, Biopharm R&D of GSK said: “We are very excited about the opportunity to, together with Immunocore, develop ImmTACs. We believe ImmTACs offer a tremendous opportunity in treating cancer and other areas where there is a large unmet need”.

1
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

END
Notes for editors
About Immunocore
Founded in 2008, Immunocore Ltd i s a privat e ly owne d, clinical-s ta g e, biotechnology company, developing a highly innovat iv e platform tech no l o gy th at g e n erates novel drugs called ImmTACs for the treatment o f cancer and v ir al i nf e ction.
Immunocore traces its roots to Avid ex L td, fou nded in 1 99 9 as a sp i n-out from the University of Oxford to dev e lop nov e l T Cell R e c eptor te ch nology inve nt ed by the founder and chief scientist, Dr Bent Jak obse n. Immunocore h a s over 5 0 s taff and is located in Abingdon, Oxfordshi re.
Immunocore ha s major di s co ver y co ll aborat i on s with l ea di n g pharmaceutical companies Genentech a n d GS K.
About Imm TACs
Immunocore’s ImmTAC t echnology ena b les the i m m une system to recognise and kill cancer or viral cells. T C ell R e ceptors n aturally recognise diseased cells and Immunocore’s competitive adv a ntage is it s a b ili ty to engineer high affinity T Cell Receptors and link them to an antibody f r ag ment, a nt i- CD3, which can activate the immune system to kill the targeted canc er o r viral ce lls. These bi-specific proteins, called ImmTACS, have the potential to be extr em ely poten t a n t i-cancer or anti-viral agents.
Immunocore has co m pleted development of the ImmTAC technology, including the gener a t io n of a Good Manufacturing Practice (GMP) compliant, fully scalable manufacture rou te. The Company has also established regulatory pathways approved by the Food and Drug Administration (FDA) and Medicines and Healthcare products Regulatory Agency (MHRA) that will form the basis of all future ImmTAC programmes.
The most advanced ImmTAC drug, IMCgp100, is currently in Phase I/II clinical trials in melanoma patients in both the US and UK.
For additional information about Immunocore: http://www.i mmu n ocore.com

2
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

Schedule 10 - Example of Gross to net deductions
[***]

1
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

Schedule 11 - Illustrative Example of Milestone Fees
[***]

1
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

Exhibit A - Lead Candidate Criteria and Development Candidate Criteria
[***]

1
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

Section C - Other Relevant Criteria
[***]

2
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.