Exhibit 10.16

     

    CONFIDENTIAL

     

    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.

          

    

     

    (1) IMMUNOCORE LIMITED

     

    and

     

    (2)  ADAPTIMMUNE LIMITED

     

    
      


     

    ASSIGNMENT AND EXCLUSIVE LICENCE

     

    
      


     

    

  

  
    
      
        


    

    
    THIS DEED is dated 28 January 2015 and is made BETWEEN:

     

    (1)                                 IMMUNOCORE LIMITED (company number 6456207) whose registered office address is AT 57c Milton Park, Abingdon, Oxfordshire, OX14 4RX (the “Immunocore”); and

     

    (2)                                 ADAPTIMMUNE LIMITED (company number 6456741) whose registered office address is 9400 Garsington Road, Oxford Business Park, Oxford, OX4 2HN (the “Adaptimmune”).

     

    BACKGROUND

     

    A.                                    Immunocore is a company engaged in identifying modifying, developing and commercialising products containing soluble T-Cell Receptors for use in certain
        applications.

     

    B.                                    Adaptimmune is a company engaged in identifying, modifying, developing and commercialising products containing cells that are transfected within genes encoding T-Cell Receptors for use in certain applications.

     

    C.                                    The Parties previously entered into an Amended and Restated Licence Agreement (“2011 Agreement”), which amended and restated the terms of an original licence agreement dated 1 July 2008 between Medigene
        Limited and Adaptimmune (“2008 Agreement”). This 2008 Agreement was novated to Immunocore on 1 October 2008.

     

    D.                                    The Parties entered into a further agreement in May 2013 (“2013 Agreement”) which amended the previous agreements and provided for exclusive licensing to each of the Parties in their respective field.

     

    E.                                    The Parties now wish to rationalise the 2013 Agreement further.

     

    OPERATIVE PROVISIONS

     

    1.                                      Definitions and Interpretation

     

    1.1.                            In





        this Deed the following words and phrases have the meaning set out below:

     

    	
            “Adaptimmune Licensed Product”

          	
             

          	
            means (i) any product that contains cells that are transfected with genes encoding TCRs including any product containing cells that may also be
                transfected with one or more additional other molecules as well (whether transfected at the same time or by the same means as the TCRs or not); and (ii) any process, service or method including such a product and where: 

             

            (a)                   such





                product is covered by any claim of the Licensed Patents or which is generated or derived using any of the Know-How or Results; or 

             

            (b)                   such





                service, process or method is covered by a claim of any of the Licensed Patents or which requires the use of any Know-How or Results. 

             

            For the avoidance of doubt Adaptimmune Licensed 

          


     

  

  
    2

    
      


  

  
     

    	
             

          	
             

          	
            Product shall not include any product, service, process or method comprising or containing Soluble TCRs;

          
	
             

          	
             

          	
             

          
	
            “Affiliate”

          	
             

          	
            means, in relation to any entity, any company or legal entity in any country which Controls, is Controlled by or shares common Control with that
                entity. The Parties shall not be Affiliates for the purposes of this Deed;

          
	
             

          	
             

          	
             

          
	
            “Authorised Parties”

          	
             

          	
            means Affiliates, contractors, employees, licensees (and prospective licensees), sub-licensees (and prospective sub-licensees) and potential
                acquirers;

          
	
             

          	
             

          	
             

          
	
            “Confidential Information”

          	
             

          	
            means (a) in relation to each Party, all technical, financial and commercial information disclosed by that party to the other party in the course
                of or in anticipation of this Deed, together with the terms of this Deed; (b) all Know-How; (c) all Results;

          
	
             

          	
             

          	
             

          
	
            “Control”

          	
             

          	
            means: 

             

            (a)                   ownership





                of more than 50% of the voting share capital of the relevant entity; or 

             

            (b)                   the





                ability to direct the casting of more than 50% of the votes, exercisable at a general meeting of the relevant entity on all, or substantially all, matters;

          
	
             

          	
             

          	
             

          
	
            “Core Patent”

          	
             

          	
            Means a patent or patent application designated as “Core” in Schedule 1;

          
	
             

          	
             

          	
             

          
	
            “Divisional”

          	
             

          	
            Means any divisional patent application or continuation-in-part application claiming any of the same priority as a Full Application, Later
                Application, Granted Patent or Core Patent;

          
	
             

          	
             

          	
             

          
	
            “Effective Date”

          	
             

          	
            means the date set out above;

          
	
             

          	
             

          	
             

          
	
            “Full Application”

          	
             

          	
            shall have the meaning given in Schedule 3;

          
	
             

          	
             

          	
             

          
	
            “Granted Patent”

          	
             

          	
            Means a patent or patent application designated as “Granted” in Schedule 1;

          
	
             

          	
             

          	
             

          
	
            “Immunocore Licensed Product”

          	
             

          	
            means (i) any product that contains Soluble TCRs; and (ii) any process, service or method including such a product and where: 

             

            (a)            such
                product is covered by any claim of the Licensed Patents or which is generated or derived using any of the Know-How or Results; or 

             

            (b)                   such





                service, process or method is covered by a claim of any of the Licensed Patents or which requires the use of any Know-How or Results. 

             

            For the avoidance of doubt Immunocore Licensed 

          


    

  

  
    3

    
      


  

   
  
    	
             

          	
             

          	
            Product shall not include any product, service process or method containing or comprising cells that are transfected with genes encoding TCRs;

          
	
             

          	
             

          	
             

          
	
            “Intellectual Property Rights”

          	
             

          	
            means patents, rights to inventions, copyright and related rights, trade marks, trade names and domain names, rights in designs, rights in
                computer software, database rights, rights in confidential information (including know-how as summarised in schedule 2) and any other intellectual property rights, in each case whether registered or unregistered and including all
                applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

          
	
             

          	
             

          	
             

          
	
            “Know-How”

          	
             

          	
            means all confidential information (excluding the Licensed Patents) created by either Party and relating to t-cell receptors, modifications to
                t-cell receptors, processes for the production of products comprising t-cell receptors, products comprising t-cell receptors, whether patentable or not as at 20 May 2013. Know-How shall include all know-how summarised in Schedule 2 existing
                as at 20 May 2013;

          
	
             

          	
             

          	
             

          
	
            “Later Application”

          	
             

          	
            shall have the meaning given in Schedule 3;

          
	
             

          	
             

          	
             

          
	
            “Licensed Patents”

          	
             

          	
            means 

             

            (a)                   the





                patents or patent applications listed in Schedule 1; 

             

            (b)                   any





                patents granted from the patent applications listed in Schedule 1; 

             

            (c)                    any





                patents or patent applications filed in accordance with clause 4.3 and any patents granting from such patent applications; 

             

            (d)                   any





                corresponding patents and patent applications which are based on or derive priority from or common priority with the patent applications in (a) or (b) or (c); and

             

            (d)                   any





                continuation, continuation-in-part, division, reissue, renewal or extension of any of the patents and patent applications in (a) — (d);

          
	
             

          	
             

          	
             

          
	
            “Licensed Product”

          	
             

          	
            means an Adaptimmune Licensed Product and/or an Immunocore Licensed Product;

          


     

  

  
    4

    
      


  

  
     

    	
            “Market”

          	
             

          	
            means, in relation to a Licensed Product, offering to sell, lease, license or otherwise commercially exploit the Licensed Product or the sale,
                lease, licence, export or import, distribution, marketing or other commercial exploitation of the Licensed Product;

          
	
             

          	
             

          	
             

          
	
            Materials

          	
             

          	
            means the materials provided by one Party to the other Party for the performance of the Project including all constructs, libraries, derivatives,
                portions, improvements or components of them or obtained from them or as a result of their use but excluding Results;

          
	
             

          	
             

          	
             

          
	
            “NCI Patent”

          	
             

          	
            means (i) patent application PCT/US2007/79487; and (ii) any corresponding patents and patent applications which are based on or derive priority
                from or common priority with PCT/US2007/79487; and (iii) any continuation, continuation-in-part, division, reissue, renewal or extension of any of the patents and patent applications in (i) and (ii);

          
	
             

          	
             

          	
             

          
	
            “Prior Agreement”

          	
             

          	
            means the 2013 Agreement;

          
	
             

          	
             

          	
             

          
	
            “Project”

          	
             

          	
            Means a project agreed between the Parties in relation to the development, modification, creation, adaptation, mutation or other work in relation
                to any TCR and as listed in Schedule 4;

          
	
             

          	
             

          	
             

          
	
            “Required Countries”

          	
             

          	
            Means European Union, United States of America and Canada;

          
	
             

          	
             

          	
             

          
	
            “Results”

          	
             

          	
            Means all Intellectual Property Rights (excluding Licensed Patents and any Divisional filed in accordance with Clauses 4.4 and 4.5) generated or
                created by either Party in the performance of any Project;

          
	
             

          	
             

          	
             

          
	
            “Soluble TCRs”

          	
             

          	
            TCRs in any form (whether alone or combined with other compounds or molecules) and which when administered or supplied are not comprised within
                or attached to (including via transfection) any cell;

          
	
             

          	
             

          	
             

          
	
            “SUSAR”

          	
             

          	
            means a suspected, unexpected, serious adverse reaction, in relation to which notification to a competent authority is required;

          
	
             

          	
             

          	
             

          
	
            “TCR”

          	
             

          	
            means T-cell receptor;

          
	
             

          	
             

          	
             

          
	
            “Territory”

          	
             

          	
            means worldwide;

          


     

    1.2.                            In
        this Deed:

     

    1.2.1.                  references





        to clauses are to the clauses of this Deed;

     

    1.2.2.                  references





        to the parties are to the parties to this Deed;

  

  
     

    
      5

      
        


    

    1.2.3.                  headings
        are used for convenience only and do not affect its interpretation; 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.                                      Assignment

     

    2.1.                            Nothing





        in this Deed will assign or transfer any Intellectual Property Rights between the Parties unless explicitly otherwise provided.

     

    2.2.                            Adaptimmune





        hereby assigns and agrees to assign all its right, title and interest in the Know-How, Results and Licensed Patents to Immunocore.

     

    2.3.                            In





        consideration of the assignment under clause 2.2 above, Immunocore hereby assigns and agrees to assign a one half undivided interest in all its right, title and interest in the Know-How, Results and Licensed Patents to Adaptimmune.  Following such
        assignment the parties shall own such Know-How, Results and Licensed Patents jointly in equal undivided shares.

     

    2.4.                            Each





        Party agrees to execute or procure the execution of any further document or confirmatory assignment which may be reasonably required to effect ownership in accordance with clauses 2.2 and 2.3 above.

     

    2.5.                            Save





        for the Results, any improvements or new Intellectual Property Rights created after the Effective Date shall, unless otherwise agreed in writing at any time by both parties, be owned by the Party or Parties creating such rights.

     

    2.6.                            Either





        Party may on provision of reasonable notice, have access to and make copies of any documentation, files, programs or other materials which embody or set out any of the Know-How or Results to support any regulatory filing, provided such Party
        reimburses any reasonable costs incurred.

     

    2.7.                            Where





        either Party identifies a SUSAR as part of any clinical trial on any TCR which is the subject of the Licensed Patents, it shall provide details of the SUSAR to the other Party including where necessary any documentation or underlying materials
        relevant to the SUSAR in sufficient detail for the other Party to determine any regulatory notification requirements and safety implications in relation to its own products. Such obligation shall not apply where the SUSAR is specific to a
        particular Licensed Product and which does not have utility or is not relevant to Licensed Products more generally.

     

    3.                                      Grant of Licence

     

    3.1.                            Immunocore





        grants to Adaptimmune and Adaptimmune accepts an exclusive, royalty free, irrevocable licence under Immunocore’s rights in the Licensed Patents, the Know-How and the Results to develop, make, have made, use and have used and Market Adaptimmune
        Licensed Products in the Territory.

     

    3.2.                            Adaptimmune





        grants to Immunocore and Immunocore accepts an exclusive, royalty free, irrevocable licence under Adaptimmune’s rights in the Licensed Patents, the Know-How and the Results to develop, make, have made, use and have used and Market Immunocore
        Licensed Products in the Territory.

     

    3.3.                            The





        licences set out in clauses 3.1 and 3.2 shall include the right to use the Licensed Patents, Results and Know-How for the purposes of clinical research 

     

    

  
    
      6

      
        


    

    and development including the performance of clinical trials in relation to Licensed Products.

     

    3.4.                            All





        implied licences and rights are excluded to the full extent permitted by law.

     

    3.5.                            Adaptimmune





        and Immunocore may sub-license the rights granted to them in clauses 3.1, 3.2 and 3.3, subject to clause 3.6 provided that each will ensure that any sub-licensee agrees to treat the Confidential Information in accordance with confidentiality terms
        at least as strict as those set out in this Deed. There is no requirement to seek consent from the other Party in relation to the grant of any sub-licence, consent is deemed given. Each Party is responsible for the performance of any sub-licence by
        its sub-licensees.

     

    3.6.                            For





        the avoidance of doubt and save as explicitly provided in this Deed, both Parties are free to further develop their rights in the Licensed Patents, Know-How and Results independently of the other Party. Where any further development or research by
        Adaptimmune (including any development resulting in a new TCR) uses any part of the Licensed Patents, Know-How and Results, Adaptimmune understands and agrees that it has no right to commercialise or exploit or otherwise supply any Immunocore
        Licensed Product and it is given no licence by Immunocore under Immunocore’s rights in the Licensed Patents, Know-How and Results in relation to any Immunocore Licensed Product. Where any further development or research by Immunocore (including any
        development resulting in a new TCR) uses any part of the Licensed Patents, Know-How and Results, Immunocore understands and agrees that it has no right to commercialise or exploit or otherwise supply any Adaptimmune Licensed Product and it is given
        no licence by Adaptimmune under Adaptimmune’s rights in the Licensed Patents, Know-How and Results in relation to any Adaptimmune Licensed Product.

     

    3.7.                            The





        licences set out in clauses 3.1-3.3 are subject to the following:

     

    3.7.1.                  the
        rights of the National Cancer Institute as a joint owner of the NCI Patents to use the NCI Patents and to grant non-exclusive licences under the NCI Patents;

     

    3.7.2.                  the
        exclusive rights of Sanofi Pasteur Limited to certain soluble TCR reagents under a collaborative research and exclusive licence agreement dated 1 December 2006 (as amended and novated).

     

    4.                                      Obligations and Prosecution of Intellectual Property Rights

     

    4.1.                            Any





        Licensed Patents including those which have been filed prior to the Effective Date shall be prosecuted, maintained and enforced in accordance with Schedule 3 to this Deed. Where Licensed Patents have been filed prior to the Effective Date, such
        Licensed Patents shall be designated as either Provisional Applications, Full Applications, Later Applications, Granted Patents, Lapsed Patents or Core Patents in accordance with Schedule 1; and Schedule 3 shall apply to such Licensed Patents in
        accordance with their designation. Prosecution of Licensed Patents in accordance with this Deed shall be overseen on a day to day basis by a joint patents committee, which shall have at least one participant from each of the Parties attending. The
        joint patent committee shall meet on a monthly basis or as often as reasonably required in order to manage the prosecution of Licensed Patents in accordance with Schedule 3. Decisions of the joint patent committee (to the extent any decisions are
        required) shall be made unanimously.

     

    
      7

      
        


    

    4.2.                            Should





        either Party wish to file any patent or patent application (other than any Divisional filed in accordance with clauses 4.4 and 4.5 below) which is based on the Know-How or Results or covering or including any of the same subject matter as in a
        previously filed Licensed Patent, it shall notify the other Party (“Notification”). Such patent or patent application shall be filed, prosecuted, maintained and enforced in accordance with Schedule 3.

     

    4.3.                            Should





        either Party (“Filing Party”) wish to file any Divisional which is specific to in the case of Adaptimmune, the Adaptimmune Licensed Products, and in the case of Immunocore, the Immunocore Licensed Products it may notify the other Party (“Recipient
        Party”) in writing. Such notification shall include sufficient detail to enable the Recipient Party to determine whether the Divisional does or does not relate solely to the Filing Party’s Licensed Products. Where it agrees that the Divisional does
        relate solely to the Filing Party’s Licensed Products, it shall notify the Filing Party in writing within a period of 30 days from receipt of notice from the Filing Party. Following receipt of such notification, Filing Party shall be entitled to
        file the Divisional and to control the filing, prosecution and maintenance of such Divisional in its sole discretion. Unless otherwise agreed in writing by both parties, the Divisional shall be filed in the joint names of Immunocore and
        Adaptimmune.

     

    4.4.                            Where





        the Recipient Party under clause 4.3 either (a) does not respond to the notification from the Filing Party within a period of 30 days from receipt of notice; or (b) notifies Filing Party that Divisional does not solely relate to Filing Party’s
        Licensed Products or that it has not received sufficient information to enable a determination of whether the Divisional does relate solely to Filing Party’s Licensed Products then on expiry of a period of 30 days from receipt of notice by
        Recipient Party either Party may refer any outstanding issues to an independent expert (“Expert” for the purposes of this clause) by the service of written notice on the other Party (“Dispute Notice” for the purposes of this clause).  During the
        referral to an Expert, Filing Party shall not be entitled to file the Divisional until the Expert has provided his decision. The Parties shall use reasonable endeavours to agree the Expert within 14 days of date of Dispute Notice, failing which the
        Expert shall be appointed by the President of the Law Society of England and Wales as soon as reasonably possible. Following appointment of Expert, both parties shall simultaneously serve written arguments in relation to the dispute on both the
        Expert and the other Party within 14 days of appointment of Expert. Within a further period of 14 days from date of service of written arguments, each Party may serve a further written reply on both the Expert and other Party. The Expert will make
        his decision based on the exchanged written statements and shall issue his decision in writing to both parties within a period of 14 days of service of last reply from a Party. The decision of the Expert shall be final and binding on the Parties,
        save for any manifest errors contained on the face of his decision. Unless otherwise provided by the Expert, the Expert’s charges shall be borne equally by the Parties. Where Expert finds in favour of the Filing Party then following issue of
        decision, Filing Party shall be entitled to file the Divisional and to control the filing, prosecution and maintenance of such Divisional in its sole discretion. Where Expert finds in favour of the Recipient Party, then Filing Party shall not file
        the Divisional.

     

    4.5.                            For





        the avoidance of doubt where a Divisional is agreed to relate solely to the Filing Party’s Licensed Products under clause 4.3 or is found by an Expert to relate solely to the Filing Party’s Licensed Products under clause 4.4, the Recipient Party
        shall have no licence under such Divisional or right to sub-licence such Divisional to the extent such Divisional continues to relate solely to the Filing Party’s Licensed Products.

     

    
      8

      
        


    

    5.                                      Financial Provisions

     

    5.1.                            Payments





        under this Deed shall be made in pounds sterling by bank telegraphic transfer to the credit of a bank account nominated by Immunocore or Adaptimmune as relevant.  All payments shall be due within 45 days of receipt of invoice. Where any amount in
        an invoice is disputed, paying party shall pay any un-disputed amount whilst the dispute as to remaining amounts is resolved.

     

    5.2.                            All





        payments under this Deed shall be made without deduction of income tax or other taxes, charges or duties that may be imposed, except and so far as Adaptimmune or Immunocore is required to make those deductions to comply with applicable laws.

     

    5.3.                            If





        full payment of any amount due is not made by the due date, the invoicing Party may charge interest on the outstanding amount on a daily basis at a rate equivalent to 2% above the base rate for the time being of HSBC Bank Plc from the date when
        payment was due until the date of actual payment.

     

    6.                                      NOT APPLICABLE

     

    7.                                      Confidentiality

     

    7.1.                            Subject





        to the remaining provisions of this Clause 7, each party will keep confidential the Confidential Information and will not disclose or supply that Confidential Information to any third party or use it for any purpose except in accordance with the
        terms of this Deed.

     

    7.2.                            Both





        Parties may disclose Confidential Information to Authorised Parties to the extent reasonably necessary for the development, manufacture, Marketing or use of Licensed Products or to facilitate acquisition or merger of either party, provided that
        both Parties will ensure that such Authorised Parties accept a continuing obligation of confidentiality in terms at least as strict as those set out in this Deed before making any such disclosure.  Each Party shall be responsible to the other Party
        under this Deed in relation to any breach of confidentiality by any Authorised Party as if such breach had occurred under this Deed.

     

    7.3.                            The





        duty of non-disclosure in Clause 7.1 will not apply to any Confidential Information which:

     

    7.3.1.                  is or
        becomes publicly known without the fault of any Party; or

     

    7.3.2.                  is
        obtained from a third party in circumstances where the Party receiving from such third party has no reason to believe that there has been a breach of an obligation of confidentiality; or

     

    7.3.3.                  is
        approved for release in writing by an authorised representative of the other Party.

     

    7.4.                     The
        restrictions of confidentiality in clause 7.1 will not apply to the extent that any Confidential Information is required to be disclosed by law, pursuant to an order or rule of any court of competent jurisdiction, in order to fulfil a court order
        or rule, or pursuant to the requirements of any recognized stock exchange or any regulatory body, provided that the relevant Party gives the other Party prior written notice of such disclosure and that it discloses the Confidential Information only
        to the extent required to comply with such law or fulfil such order, rule or requirement and that it takes all reasonable steps to ensure, as far 

     

    

  
    
      9

      
        


    

    as it is possible to do so, the continued confidentiality of all Confidential Information disclosed.

     

    8.                                      Duration and Termination

     

    8.1.                            This





        Deed will come into force on the Effective Date and will continue in force until the later of (a) the expiry of the last to expire of any patent within the Licensed Patents; or (b) the Know-How or Results ceasing to be confidential.

     

    8.2.                            Both





        Parties agree and accept that where there is any breach of this Deed, there shall be no right to terminate this Deed and damages or other available relief shall be the only relief applicable.

     

    8.3.                            Where





        any Party (“Defaulting Party”) becomes insolvent, admits insolvency, has a receiver appointed, voluntarily or involuntarily over substantially all of its assets, or is dissolved or liquidated (whether voluntarily or involuntarily), the other Party
        (“Non-Defaulting Party”) shall be entitled by notice in writing to the Defaulting Party to (a) take over and prosecute, file and maintain any or all of the Licensed Patents in its sole discretion; (b) request assignment of the Defaulting Party’s
        interest and title in the Licensed Patents, Know-How and Results to the Non-Defaulting Party on such terms as reflect reasonable arms length commercial terms including reasonable consideration for such assignment. The Defaulting Party and
        Non-Defaulting Party shall use best endeavours to negotiate the terms of such assignment as quickly as reasonably possible following date of notice by Non-Defaulting Party of its request for assignment. The Defaulting Party shall provide all
        reasonable assistance in relation to the ongoing prosecution, filing and maintenance of the Licensed Patents by the Non-Defaulting Party including in relation to the transition of the filing, prosecution and maintenance of the Licensed Patents to
        the Non-Defaulting Party.

     

    9.                                      Prior Agreement

     

    9.1.                            As





        of the Effective Date both Parties hereby agree that the Prior Agreement will be superseded in its entirety and replaced by the terms of this Deed.

     

    10.                               Warranties and Liability

     

    10.1.                     Each
        Party warrants to the other that it has the full right and power to enter into this Deed.  Save as explicitly notified to the other Party at the Effective Date, each Party warrants that as at the Effective Date it has not knowingly misappropriated
        any third party confidential information or knowingly infringed any third party Intellectual Property Right.

     

    10.2.                     Each
        Party warrants that save as explicitly otherwise provided in this Deed (a) it has the rights to grant the licences in clause 3 of this Deed; and (b) it has not granted to any third party any option, licence or right of first refusal in relation to
        the Licensed Patents, Results or Know-How; and (c) it has not assigned, transferred or granted any option to assign or transfer any of its rights in the Licensed Patents, Results or Know-How.

     

    10.3.                     Both
        Parties acknowledge that in entering into this Deed they do not do so in reliance on any representation, warranty or other provision except as expressly provided in this Deed and any conditions, warranties or other terms implied by statute or
        common law are excluded from this Deed to the full extent permitted by law.

    
      10

      
        


    

    

    10.4.                     Without





        limiting the scope of clauses 10.1 to 10.3, neither Party gives any warranty, representation or undertaking:

     

    10.4.1.                as to the
        efficacy, usefulness or quality of the Licensed Patents, Results or Know-How;

     

    10.4.2.                that any
        of the Licensed Patents are or will be valid or subsisting or (in the case of applications) will proceed to grant; or

     

    10.4.3.                that the
        exploitation of any the Licensed Patents, Results or Know-How or the manufacture, Marketing, or use of Licensed Products or products or the exercise of any other rights granted under this Deed will not infringe any Intellectual Property Rights or
        other rights of any third party.

     

    10.5.                     Both
        Parties accept that there is no restriction imposed on the other Party in relation to the independent development of any Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore using TCRs
        which do not form part of any Project or which are not comprised within the Licensed Patents, Know-How or Results (“New TCRs”). In particular, subject to clause 3, (a) each Party is free to enter into agreements with third parties in
        relation to development of products comprising New TCRs; (b) each Party is free to enter into any licence in relation to New TCRs; and (c) each Party is free to independently isolate New TCRs for Adaptimmune Licensed Products in the case of
        Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore respectively.

     

    10.6.                     The
        liability of either Party under this Deed (whether arising for breach or arising in any other way out of the subject matter of this Deed, including whether under contract or tort) will not include any indirect, incidental or consequential damages
        or loss (including as relevant any indirect loss of profits).

     

    10.7.                     Nothing





        in this Deed will operate to limit or exclude the liability of either party for death or personal injury arising from its negligence or for liability for fraud.

     

    11.                               General

     

    11.1.                     Each
        Party must take out and maintain (for the term of this Deed) adequate product liability and other insurance in respect of its activities under this Deed. Each Party must at the other Party’s request from time to time provide the other Party with
        reasonable evidence to demonstrate that it has fulfilled its obligations under this clause. Each Party understands that such evidence may be provided to any sub-licensees or potential sub-licensees of the Party making the request for evidence.

     

    11.2.                     Registration of Licence.  Either Party may register its interest in the Licensed Patents with any relevant authorities in the Territory as
        soon as legally possible.  Neither Party shall, register a copy of this or any part of this Deed with the relevant authority in any Territory without the prior written consent of the other Party.

     

    11.3.                     Use of Names.  Neither Party may use the name of the other Party in any advertising, promotional or sales literature, without the other
        Party’s prior written consent, such consent not to be unreasonably withheld.

     

    11.4.                     Force Majeure.  If performance by either Party of any of its obligations under this Deed is prevented by circumstances beyond its reasonable
        control, that Party will 

    
      11

      
        


    

    be excused from performance of that obligation for the duration of the relevant event, provided that if either Party is unable to fulfil its
        obligations under this Deed for a continuous period of six months or more due to any such circumstances, the other Party may terminate this Deed with immediate effect by serving written notice on the affected party.

     

    11.5.                     Amendments.  This Deed may only be amended in writing signed by duly authorised representatives of the Parties.

     

    11.6.                     Assignment.  Save as explicitly provided in this clause neither party may assign, mortgage, charge or otherwise transfer its rights or
        obligations under this Deed in whole or part to any third party without the prior written consent of the other Party which may be given or withheld at the absolute discretion of the other Party.  Either Party may assign some or all of its rights
        and obligations under this Deed (including as relevant its interest in a Licensed Patent) to (a) a successor in title to substantially all the assets or business of the relevant Party; or (b) an Affiliate. Any such assignment shall be subject to
        the terms of this Deed.

     

    11.7.                     No Waiver.  No failure or delay on the part of either Party to exercise any right or remedy under this Deed will be construed or operate as
        a waiver thereof, nor will any single or partial exercise of any right or remedy preclude the further exercise of such right or remedy.

     

    11.8.                     No Agency.  Neither Party may act or describe itself as the agent of the other, nor may it make or represent that it has authority to make
        any commitments on the other’s behalf.  Nothing in this Deed creates, implies or evidences any partnership or joint venture between Immunocore and Adaptimmune or the relationship between them of principal and agent.

     

    11.9.                     Notices.  Any notice to be given under this Deed must be given in writing and must be delivered personally or sent by first class mail or
        reputable courier to the address of the relevant Party, set out at the head of this Deed, or such other address as that Party may from time to time notify to the other Party in accordance with this clause, marked for the attention of the Managing
        Director (or equivalent) in each case.  Notices sent as above will be deemed to have been received at the time of delivery (if delivered personally or by courier on any day which is a working day in the country in which the notice is delivered and
        otherwise on the next working day) and three working days after the date of posting (if sent by first class mail).

     

    11.10.              Further Assurance.  Each Party agrees to execute, acknowledge and deliver such further instruments, and do all further similar acts, as may be necessary or appropriate to carry out the
        purposes and intent of this Deed.

     

    11.11.              Announcements.  Except to the extent required by applicable laws or regulations, neither Party may make any press or other public announcement concerning any aspect of this Deed, or
        make any use of the name of the other Party in connection with or in consequence of this Deed, without the prior written consent of the other Party.

     

    11.12.              Entire Agreement.  This Deed (including its schedules) sets out the entire agreement between the Parties relating to its subject matter and supersedes all prior oral or written
        agreements, arrangements or understandings between them relating to such subject matter.  Except in the case of fraud, the Parties acknowledge they are not relying on any representation, agreement, term or condition which is not set out in this
        Deed.

  

  
    12

    
      


  

  
     

    11.13.              Severability.  If any clause or part of any clause in this Deed is declared invalid or unenforceable by the judgement or decree by consent or otherwise of any court or authority of
        competent jurisdiction from whose decision no appeal is or can be taken, all other clauses or parts of clauses contained in this Deed will remain in full force and effect and will not be affected thereby for the term of this Deed, but the Parties
        will negotiate appropriate amendments to this Deed with a view to restoring the balance of commercial interests as it stood prior to such invalidity or unenforceability being declared.

     

    11.14.              Rights of Third Parties.  No person who is not a Party to this Deed has any right to prevent the variation or cancellation of any provision of this Deed or its termination, and no
        person who is not a Party to this Deed may enforce any benefit conferred upon.

     

    
      13

      
        


    

    

    11.15.              Law and Jurisdiction.  This Deed is made and will be construed in accordance with the laws of England and Wales, and the Parties submit to the exclusive jurisdiction of the English
        courts, except that a Party may seek an interim or emergency injunction in any court of competent jurisdiction.

     

    [SIGNATURES ON NEXT PAGE]

    

    

  

  
    
      14

      
        


    

    EXECUTED AS A DEED by the authorised representatives of the Parties on the date
        set out above.

     

    Executed as a deed by Adaptimmune Limited acting by James Noble a director and Margaret Henry, its secretary

     

     

    	
             

          	
            /s James Noble

          
	
             

          	
             

          
	
             

          	
            James Noble

          
	
             

          	
             

          
	
             

          	
            Director

          
	
             

          	
             

          
	
             

          	
            /s/ M Henry

          
	
             

          	
             

          
	
             

          	
            Margaret Henry

          
	
             

          	
             

          
	
             

          	
            Secretary

          


    

  

  
    
      15

      
        


    

    Executed as a deed by Immunocore Limited acting by Eva-Lotta Allan, a director and Bent Jakobsen, a director

     

     

    	
             

          	
            /s/ Eva-Lotta Allan

          
	
             

          	
             

          
	
             

          	
            Eva-Lotta Allan

          
	
             

          	
             

          
	
             

          	
            Director

          
	
             

          	
             

          
	
             

          	
            /s/ Bent Jakobsen

          
	
             

          	
             

          
	
             

          	
            Bent Jakobsen

          
	
             

          	
             

          
	
            Director

          	
             

          


    

  

  
    
      16

      
        


    

    SCHEDULE 1 — LICENSED PATENTS

     

    Status column is included for information only and is as at Effective Date.

     

    	
            Imm/ADT

                  Case Ref.

          	
             

          	
            Official No.

          	
             

          	
            Case Status

          	
             

          	
            Designation

                  for purposes

                  of Schedule 3

          
	
            Case 14 mTCRs

          	
             

          	
             

          	
             

          	
             

          	
             

          	
             

          
	
            Case 14 -PCT

          	
             

          	
            PCT/GB02/03986

          	
             

          	
            Published as WO 2003/020763

          	
             

          	
            Core

          
	
            Case 14 - AU

          	
             

          	
            2002321581

          	
             

          	
            Granted/registered

          	
             

          	
            Core

          
	
            Case 14 - CA

          	
             

          	
            2457652

          	
             

          	
            Granted/registered

          	
             

          	
            Core

          
	
            Case 14 - CN

          	
             

          	
            2819279.6

          	
             

          	
            Granted/registered

          	
             

          	
            Core

          
	
            Case 14 - EA

          	
             

          	
            6601

          	
             

          	
            Granted/registered

          	
             

          	
            Core

          
	
            Case 14 - EP

          	
             

          	
            1421115

          	
             

          	
            Granted/registered (AT, BE, CH, CZ, DE, DK, EE, ES, FI, FR, GB, GR, IE, IT, NL, PT, SE, TR)

          	
             

          	
            Core

          
	
            Case 14 - HK

          	
             

          	
            1066018

          	
             

          	
            Granted/registered

          	
             

          	
            Core

          
	
            Case 14 - IL

          	
             

          	
            160359

          	
             

          	
            Granted/registered

          	
             

          	
            Core

          
	
            Case 14 - IN

          	
             

          	
            212621

          	
             

          	
            Granted/registered

          	
             

          	
            Core

          
	
            Case 14 - JP

          	
             

          	
            4317940

          	
             

          	
            Granted/registered

          	
             

          	
            Core

          
	
            Case 14 - KR

          	
             

          	
            10-0945977

          	
             

          	
            Granted/registered

          	
             

          	
            Core

          
	
            Case 14 - MX

          	
             

          	
            246738

          	
             

          	
            Granted/registered

          	
             

          	
            Core

          
	
            Case 14 - NO

          	
             

          	
            331877

          	
             

          	
            Granted/registered

          	
             

          	
            Core

          
	
            Case 14 - NZ

          	
             

          	
            531208

          	
             

          	
            Granted/registered

          	
             

          	
            Core

          
	
            Case 14 - PL

          	
             

          	
            208712

          	
             

          	
            Granted/registered

          	
             

          	
            Core

          
	
            Case 14 - SG

          	
             

          	
            102850

          	
             

          	
            Granted/registered

          	
             

          	
            Core

          
	
            Case 14 - US

          	
             

          	
            7329731

          	
             

          	
            Granted/registered

          	
             

          	
            Core

          
	
            Case 14 - US1

          	
             

          	
            7763718

          	
             

          	
            Granted/registered

          	
             

          	
            Core

          
	
            Case 14 - ZA

          	
             

          	
            2004/1197

          	
             

          	
            Granted/registered

          	
             

          	
            Core

          
	
            Case 18 scTCRs

          	
             

          	
             

          	
             

          	
             

          	
             

          	
             

          
	
            Case 18 - PCT

          	
             

          	
            PCT/GB03/04310

          	
             

          	
            Published as WO 2004/033685

          	
             

          	
            Core

          
	
            Case 18 - AU

          	
             

          	
            2003271904

          	
             

          	
            Granted/registered

          	
             

          	
            Core

          
	
            Case 18 - CA

          	
             

          	
            2501870

          	
             

          	
            Granted/registered

          	
             

          	
            Core

          
	
            Case 18 - CN

          	
             

          	
            100338217C

          	
             

          	
            Granted/registered

          	
             

          	
            Core

          
	
            Case 18 - EP

          	
             

          	
            1549748

          	
             

          	
            Granted/registered (CH, DE, ES, FR, GB, IE, IT, NL)

          	
             

          	
            Core

          
	
            Case 18 - IL

          	
             

          	
            167652

          	
             

          	
            Granted/registered

          	
             

          	
            Core

          
	
            Case 18 - IN

          	
             

          	
            227369

          	
             

          	
            Granted/registered

          	
             

          	
            Core

          
	
            Case 18 - JP

          	
             

          	
            4436319

          	
             

          	
            Lapsed (application for restoration filed)

          	
             

          	
            Core

          
	
            Case 18 - NO

          	
             

          	
            335365

          	
             

          	
            Granted/registered

          	
             

          	
            Core

          
	
            Case 18 - NZ

          	
             

          	
            539225

          	
             

          	
            Granted/registered

          	
             

          	
            Core

          
	
            Case 18 - RU

          	
             

          	
            2355703

          	
             

          	
            Granted/registered

          	
             

          	
            Core

          
	
            Case 18 - US

          	
             

          	
            7569664

          	
             

          	
            Granted/registered

          	
             

          	
            Core

          
	
            Case 18 - ZA

          	
             

          	
            2005/02927

          	
             

          	
            Granted/registered

          	
             

          	
            Core

          
	
            Case 19 display

          	
             

          	
             

          	
             

          	
             

          	
             

          	
             

          
	
            Case 19 - PCT

          	
             

          	
            PCT/GB03/04636

          	
             

          	
            Published as WO 2004/044004

          	
             

          	
            Core

          
	
            Case 19 - AU

          	
             

          	
            2003276403

          	
             

          	
            Granted/registered

          	
             

          	
            Core

          
	
            Case 19 - AU1

          	
             

          	
            2010202953

          	
             

          	
            Granted/registered

          	
             

          	
            Core

          
	
            Case 19 - CA

          	
             

          	
            2505558

          	
             

          	
            Granted/registered

          	
             

          	
            Core

          
	
            Case 19 - CA1

          	
             

          	
            2813515

          	
             

          	
            Pending

          	
             

          	
            Core

          


     

  

  
    
      17

      
        


    

    	
            Case 19 - CN

          	
             

          	
            200380102928

          	
             

          	
            Granted/registered

          	
             

          	
            Core

          
	
            Case 19 - EP

          	
             

          	
            1558643

          	
             

          	
            Granted/registered (AT, BE, CH, CZ, DE, DK, ES, FI, FR, GB, GR, IE, IT, NL, PT, SE, TR)

          	
             

          	
            Core

          
	
            Case 19 - EP1

          	
             

          	
            2048159

          	
             

          	
            Granted/registered (AT, BE, CH, CZ, DE, DK, ES, FI, FR, GB, GR, IE, IT, NL, PT, SE, TR)

          	
             

          	
            Core

          
	
            Case 19 - IL

          	
             

          	
            167745

          	
             

          	
            Granted/registered

          	
             

          	
            Core

          
	
            Case 19 - IN

          	
             

          	
            232673

          	
             

          	
            Granted/registered

          	
             

          	
            Core

          
	
            Case 19 - JP

          	
             

          	
            4975324

          	
             

          	
            Granted/registered

          	
             

          	
            Core

          
	
            Case 19 - NO

          	
             

          	
            333840

          	
             

          	
            Granted/registered

          	
             

          	
            Core

          
	
            Case 19 - NZ

          	
             

          	
            539226

          	
             

          	
            Granted/registered

          	
             

          	
            Core

          
	
            Case 19 - NZ1

          	
             

          	
            570811

          	
             

          	
            Granted/registered

          	
             

          	
            Core

          
	
            Case 19 - RU

          	
             

          	
            2346004

          	
             

          	
            Granted/registered

          	
             

          	
            Core

          
	
            Case 19 - US1

          	
             

          	
            8741814

          	
             

          	
            Granted/registered

          	
             

          	
            Core

          
	
            Case 19 - US2

          	
             

          	
            14/248919

          	
             

          	
            Pending

          	
             

          	
            Core

          
	
            Case 19 - US3

          	
             

          	
            14/249904

          	
             

          	
            Pending

          	
             

          	
            Core

          
	
            Case 19 - ZA

          	
             

          	
            2005/03336

          	
             

          	
            Granted/registered

          	
             

          	
            Core

          
	
            Case 30 CD1

          	
             

          	
             

          	
             

          	
             

          	
             

          	
             

          
	
            Case 30 - PCT

          	
             

          	
            PCT/GB03/02986

          	
             

          	
            Published as WO 2004/074322

          	
             

          	
            Full application

          
	
            Case 30 - AU

          	
             

          	
            2003254443

          	
             

          	
            Granted/registered

          	
             

          	
            Full application

          
	
            Case 30 - CA

          	
             

          	
            2516702

          	
             

          	
            Granted/registered

          	
             

          	
            Full application

          
	
            Case 30 - CN

          	
             

          	
            03826014.X

          	
             

          	
            Granted/registered

          	
             

          	
            Full application

          
	
            Case 30 - EP

          	
             

          	
            1594896

          	
             

          	
            Granted/registered (GB/FR/DE)

          	
             

          	
            Full application

          
	
            Case 30 - JP

          	
             

          	
            4478034

          	
             

          	
            Granted/registered

          	
             

          	
            Full application

          
	
            Case 30 - NZ

          	
             

          	
            541596

          	
             

          	
            Granted/registered

          	
             

          	
            Full application

          
	
            Case 30 - US

          	
             

          	
            7666604

          	
             

          	
            Granted/registered

          	
             

          	
            Full application

          
	
            Case 30 - ZA

          	
             

          	
            2005/06516

          	
             

          	
            Granted/registered

          	
             

          	
            Full application

          
	
            Case 53 CDR2

          	
             

          	
             

          	
             

          	
             

          	
             

          	
             

          
	
            Case 53 - PCT

          	
             

          	
            PCT/GB2005/001781

          	
             

          	
            Published as WO 2005/114215

          	
             

          	
            Core

          
	
            Case 53 - AU

          	
             

          	
            2005246073

          	
             

          	
            Granted/registered

          	
             

          	
            Core

          
	
            Case 53 - CA

          	
             

          	
            2567349

          	
             

          	
            Granted/registered

          	
             

          	
            Core

          
	
            Case 53 - CN

          	
             

          	
            200580015878.1

          	
             

          	
            Granted/registered

          	
             

          	
            Core

          
	
            Case 53 - EP

          	
             

          	
            1756278

          	
             

          	
            Granted/registered (CH, DE, FR, GB, IE)

          	
             

          	
            Core

          
	
            Case 53 - HK

          	
             

          	
            1105995

          	
             

          	
            Granted/registered

          	
             

          	
            Core

          
	
            Case 53 - JP

          	
             

          	
            4972549

          	
             

          	
            Granted/registered

          	
             

          	
            Core

          
	
            Case 53 - NZ

          	
             

          	
            550815

          	
             

          	
            Granted/registered

          	
             

          	
            Core

          
	
            Case 53 - US

          	
             

          	
            7608410

          	
             

          	
            Granted/registered

          	
             

          	
            Core

          
	
            Case 53 - ZA

          	
             

          	
            2006/09462

          	
             

          	
            Granted/registered

          	
             

          	
            Core

          
	
            Case 58 MTCR adoptive

          	
             

          	
             

          	
             

          	
             

          	
             

          	
             

          
	
            Case 58 - PCT

          	
             

          	
            PCT/GB2005/002570

          	
             

          	
            Published as WO 2006/000830

          	
             

          	
            Full application

          
	
            Case 58 - EP

          	
             

          	
            1791865

          	
             

          	
            Granted/registered (AT, BE, CH, DE, DK, ES, FR, GB, IE, IT, LU, NL, SE)

          	
             

          	
            Full application

          
	
            Case 58 - JP

          	
             

          	
            5563194

          	
             

          	
            Granted/registered

          	
             

          	
            Full application

          
	
            Case 58 - US

          	
             

          	
            8361794

          	
             

          	
            Granted/registered

          	
             

          	
            Full application

          
	
            Case 58 - US1

          	
             

          	
            13/716817

          	
             

          	
            Pending

          	
             

          	
            Full application

          


     

    
      18

      
        


    

    	
            Case 74 HIV TCRs

          	
             

          	
             

          	
             

          	
             

          	
             

          	
             

          
	
            Case 74 - PCT

          	
             

          	
            PCT/GB2006/001147

          	
             

          	
            Converted, published as WO 2006/103429

          	
             

          	
            Full application

          
	
            Case 74 - AU

          	
             

          	
            2006228308

          	
             

          	
            Granted/registered

          	
             

          	
            Full application

          
	
            Case 74 - AU1

          	
             

          	
            2012211503

          	
             

          	
            Granted/registered

          	
             

          	
            Full application

          
	
            Case 74 - AU2

          	
             

          	
            2013202288

          	
             

          	
            Pending

          	
             

          	
            Full application

          
	
            Case 74 - CA

          	
             

          	
            2,602,463

          	
             

          	
            Pending

          	
             

          	
            Full application

          
	
            Case 74 - CN

          	
             

          	
            200680011470.1

          	
             

          	
            Granted/registered

          	
             

          	
            Full application

          
	
            Case 74 - CN1

          	
             

          	
            201210563915.4

          	
             

          	
            Pending

          	
             

          	
            Full application

          
	
            Case 74 - EP

          	
             

          	
            6726555.3

          	
             

          	
            Pending

          	
             

          	
            Full application

          
	
            Case 74 - EP1

          	
             

          	
            10008612.3

          	
             

          	
            Pending

          	
             

          	
            Full application

          
	
            Case 74 - EP2

          	
             

          	
            10014971.5

          	
             

          	
            Pending

          	
             

          	
            Full application

          
	
            Case 74 - JP1

          	
             

          	
            5612623

          	
             

          	
            Granted/registered

          	
             

          	
            Full application

          
	
            Case 74 - JP2

          	
             

          	
            2014-094723

          	
             

          	
            Pending

          	
             

          	
            Full application

          
	
            Case 74 - NZ

          	
             

          	
            561338

          	
             

          	
            Granted/registered

          	
             

          	
            Full application

          
	
            Case 74 - NZ1

          	
             

          	
            584523

          	
             

          	
            Granted/registered

          	
             

          	
            Full application

          
	
            Case 74 - US

          	
             

          	
            8378074

          	
             

          	
            Granted/registered

          	
             

          	
            Full application

          
	
            Case 74 - US1

          	
             

          	
            13/733545

          	
             

          	
            Pending

          	
             

          	
            Full application

          
	
            Case 74 - ZA

          	
             

          	
            2007/08037

          	
             

          	
            Granted/registered

          	
             

          	
            Full application

          
	
            Case 82 VYG Tel TCRs

          	
             

          	
             

          	
             

          	
             

          	
             

          	
             

          
	
            Case 82 - PCT

          	
             

          	
            PCT/GB2006/001857

          	
             

          	
            Published as WO 2006/125962

          	
             

          	
            Full application

          
	
            Case 82 - CN

          	
             

          	
            200680018255.4

          	
             

          	
            Granted/registered

          	
             

          	
            Full application

          
	
            Case 82 - EP

          	
             

          	
            1885754

          	
             

          	
            Granted/registered (DE, ES, FR, GB, IT)

          	
             

          	
            Full application

          
	
            Case 82 - JP

          	
             

          	
            5149789

          	
             

          	
            Granted/registered

          	
             

          	
            Full application

          
	
            Case 82 - US

          	
             

          	
            8017730

          	
             

          	
            Granted/registered

          	
             

          	
            Full application

          
	
            Case 91 Kinetic window

          	
             

          	
             

          	
             

          	
             

          	
             

          	
             

          
	
            Case 91 - PCT

          	
             

          	
            PCT/GB2007/003676

          	
             

          	
            Published as WO 2008/038002

          	
             

          	
            Full application

          
	
            Case 91 - EP

          	
             

          	
            7823938.1

          	
             

          	
            Pending

          	
             

          	
            Full application

          
	
            Case 91 - US

          	
             

          	
            12/443078

          	
             

          	
            Pending

          	
             

          	
            Full application

          
	
            Case 120 ala scan

          	
             

          	
             

          	
             

          	
             

          	
             

          	
             

          
	
            Case 120 -PCT

          	
             

          	
            PCT/GB2013/053320

          	
             

          	
            Published as WO2014/096803

          	
             

          	
            Core

          
	
            UNPUBLISHED applications

          	
             

          	
             

          	
             

          	
             

          	
             

          	
             

          
	
            Case 118 PPI TCRs

          	
             

          	
             

          	
             

          	
             

          	
             

          	
             

          
	
            Case 118 - PCT

          	
             

          	
            PCT/GB2014/053625

          	
             

          	
            Pending

          	
             

          	
            Full application

          
	
            Case 121 Blind date

          	
             

          	
             

          	
             

          	
             

          	
             

          	
             

          
	
            Case 121 - GB

          	
             

          	
            1404536.3

          	
             

          	
            Pending

          	
             

          	
            Core

          
	
            Case 121 - US

          	
             

          	
            61/953114

          	
             

          	
            Pending

          	
             

          	
            Core

          
	
            Case 123 TRAIP peptide

          	
             

          	
             

          	
             

          	
             

          	
             

          	
             

          
	
            Case 123 - GB

          	
             

          	
            1409010.4

          	
             

          	
            Pending

          	
             

          	
            Full application

          
	
            Case 129 ETV4 peptide

          	
             

          	
             

          	
             

          	
             

          	
             

          	
             

          
	
            Case 129 - GB

          	
             

          	
            1410686.6

          	
             

          	
            Pending

          	
             

          	
            Full application

          
	
            Case 130 CDC6 peptide

          	
             

          	
             

          	
             

          	
             

          	
             

          	
             

          
	
            Case 130 - GB

          	
             

          	
            1412731

          	
             

          	
            Pending

          	
             

          	
            Full application

          
	
            Case 134 all peptides

          	
             

          	
             

          	
             

          	
             

          	
             

          	
             

          
	
            Case 134 - GB

          	
             

          	
            1420645.2

          	
             

          	
            Pending

          	
             

          	
            Full application

          


     

    
      19

      
        


    

    SCHEDULE 2

     

    know-how

     

    know-how shall include the following:

     

    1.                          confidential





        information relating to the selection of target peptide-MHCs;

     

    2.                          T-cell





        lines and clones;

     

    3.                          Genes





        encoding T-cell receptors and vectors encoding such genes;

     

    4.                          confidential





        information relating to T-cell receptor design, engineering and production by any method;

     

    5.                          confidential





        information relating to production of soluble T-cell receptors;

     

    6.                          confidential





        information relating to production of soluble T-cell receptors linked to other reagents;

     

    7.                          confidential





        information relating to the determination of the affinity and kinetic characteristics of T-cell receptors/pMHC interactions;

     

    8.                          confidential





        information relating to the transfection of cells with genes encoding T-cell receptors including transfected cell lines;

     

    9.                          confidential





        information relating to phage display-based generation and selection of high affinity T-cell receptors;

     

    10.                  confidential





        information relating to the design, conduct and interpretation of T cell assays with soluble T-cell receptors or adoptively transferred T-cell receptors in cells;

     

    
      20

      
        


    

    SCHEDULE 3

     

    PATENT PROCESS

     

    Where any Notification is received under clause 4.3 of this Deed, any resulting patent or patent application will be filed, prosecuted and maintained in
        accordance with the following process. Performance of and decisions taken in relation to any notified invention, Provisional Application, Full Application or Later Application may be recorded and approved in accordance with the template set out in
        Schedule 5.

     

    In relation to Licensed Patents filed as at the Effective Date, Schedule 3 shall apply to such patents and patent applications in accordance with the
        designation set out in Schedule 1.

     

    1.                                      Any Notification shall specify a summary of the invention in relation to which the patent application is proposed to be filed.

     

    2.                                      The Parties may agree not to file a patent application in relation to any Notification. If no patent application is filed then the relevant invention shall be maintained as confidential in accordance with clause 7 of this Deed.

     

    3.                                      Where the Parties do not agree to maintain the notified invention as confidential, then Immunocore shall be responsible for the filing of the patent application (“Provisional Application”).  The Provisional Application shall be
        filed in the joint names of both Parties.

     

    4.                                      The Parties will use all reasonable endeavours to agree the contents of the Provisional Application within 3 months of original notification under paragraph 1 above (or where any Provisional Application is being filed or re-filed in
        accordance with paragraph 5 below, within a period of 12 months from filing date of original Provisional Application). Any disagreement as to scope and content of Provisional Application shall be resolved in favour of Adaptimmune. The Provisional
        Application shall be filed as a minimum with the UK Intellectual Property Office.

     

    5.                                      Within a period of 12 months from filing date of Provisional Application the parties shall agree whether to (a) file a full patent application or applications corresponding to the Provisional Application; or (b) add additional matter to
        any Provisional Application; or (c) withdraw any Provisional Application and maintain the contents and invention as confidential; or (d) withdraw any Provisional Application and re-file the same application or a variation of such application. Where
        the Provisional Application or a variation of such application is re-filed the provisions of this Schedule 3 shall apply as if such re-filed application was the first Provisional Application. The content of any additional matter added to any
        Provisional Application shall be agreed by both Parties. Any disagreement as to whether or not the Provisional Application is withdrawn, a full patent application filed or the Provisional Application re-filed or the content of any Provisional
        Application shall be resolved in favour of Adaptimmune.

     

    6.                                      Where the parties agree to file a full patent application or applications corresponding to any Provisional Application, Immunocore shall file a full patent application or applications corresponding to the Provisional Application (“Full
          Application”). Both Parties will use reasonable endeavours to agree on the contents of the Full Application. Any disagreement as to scope and content of Full Application will be resolved in favour of Adaptimmune if the Full 

  

  
    
      21

      
        


    

    Application contains Adaptimmune-only mutations. If the content of the Full Application contains both Immunocore and Adaptimmune mutations, any
        disagreement as to scope and content of the Full Application shall be resolved in favour of Immunocore save that Immunocore shall be obliged to include all mutations or combinations of mutations in the Full Application as are requested to be
        included by Adaptimmune. For the avoidance of doubt, the Full Application may be identical in content to the Provisional Application.

     

    7.                                      The Full Application shall be filed as an application in accordance with the Patent Co-operation Treaty. The Full Application shall be filed in the joint names of both Parties. The Parties shall agree which filing strategy is appropriate
        in each case. In the event of any failure to agree, an application in accordance with the Patent Co-operation Treaty at the UK Intellectual Property Office shall be filed as far as possible specifying all Patent Co-operation Treaty countries.

     

    8.                                      Immunocore shall be responsible for the filing, prosecution and maintenance of the Full Application in accordance with the following:

     

    a.              use best
        endeavours to file, obtain and maintain valid patents pursuant to the Full Application so as to secure the broadest monopoly reasonably available in the countries chosen by Immunocore after consultation with Adaptimmune. Such countries shall
        include as a minimum the Required Countries unless otherwise agreed with Adaptimmune in writing;

    b.              ensure that
        Adaptimmune is kept fully informed, and consult with Adaptimmune in relation to all matters relating to the filing, prosecution and maintenance of the Full Application; and

    c.               supply
        Adaptimmune with copies of all correspondence to and from Patent Offices in respect of the Full Application, including copies of all documents generated in or with such correspondence.

     

    9.                                      Where any later filed patent application relates to the same TCR or subject matter as any previously filed Provisional Application or Full Application (“Later Application”), the following will apply:

     

    a.              The Parties
        shall use reasonable endeavours to agree on the contents of the Later Application within 30 days of notification of Later Application under paragraph 1. Any disagreement as to scope and content of Later Application shall be resolved in favour of
        Immunocore save that Immunocore shall be obliged to include all mutations or combinations of mutations in the Later Application as are requested to be included by Adaptimmune;

    b.              Prior to
        publication of the subject matter of the earlier of the Provisional Application or Full Application, the Parties shall discuss and agree whether the Provisional Application, Full Application and any Later Application should be withdrawn and
        re-filed to incorporate subject matter and/or claims from all of the Provisional Application, Full Application and Later Application. The parties agree that where any Full Application or Later Application which has been filed relates to any
        Adaptimmune Product in relation to which clinical trials have been started or in relation to which a clinical trial is pending, the Full Application or Later Application shall not be withdrawn and re-filed.

    c.               Where the
        Parties do not agree in relation to the withdrawal and re-filing of the Provisional Application, Full Application and any Later Application or the contents of any re-filed Later Application, Immunocore shall have the right to file the Later
        Application but shall be obliged to include all mutations or combinations of mutations requested to be included by 

     

  

  
    
      22

      
        


    

    Adaptimmune. Adaptimmune shall provide all its requested mutations and combinations of mutations within 14 days of written request from Immunocore.
        Pending receipt of such request, Immunocore will not file the Later Application or do anything which may jeopardise the filing, prosecution or maintenance of the Later Application.

    d.              Where the
        Parties agree that the Later Application should be withdrawn, Immunocore will withdraw the Later Application prior to its publication and the contents shall be maintained as confidential in accordance with clause 7 of this Deed. The Provisional
        Application and/or Full Application shall continue to be filed, maintained and prosecuted in accordance with paragraph 7 above.

     

    10.                               Where





        the Parties agree to withdraw any Full Application and/or Provisional Application and/or Later Application and re-file or file the Later Application, the parties shall use reasonable endeavours to agree the subject matter of such Later Application
        within a period of 30 business days from agreement to withdraw and re-file. Any dispute shall be resolved in favour of Immunocore save that Immunocore shall be obliged to include all mutations or combinations of mutations in the Later Application
        as are requested to be included by Adaptimmune within such 30 day period. Once the contents of the Later Application are agreed or deemed agreed, Immunocore shall be responsible for the filing, prosecution and maintenance of the Later Application.
        The Later Application shall be filed in the joint names of the Parties and Immunocore shall file, prosecute and maintain such application in accordance with the following:

     

    a.              use best
        endeavours to file, obtain and maintain valid patents pursuant to the Later Application so as to secure the broadest monopoly reasonably available in the countries chosen by Immunocore after consultation with Adaptimmune. Such countries shall
        include as a minimum the Required Countries unless otherwise agreed with Adaptimmune in writing;

    b.              ensure that
        Adaptimmune is kept fully informed, and consult with Adaptimmune in relation to all matters relating to the filing, prosecution and maintenance of the Later Application; and

    c.               supply
        Adaptimmune with copies of all correspondence to and from Patent Offices in respect of the Later Application, including copies of all documents generated in or with such correspondence.

     

    Immunocore shall not be entitled to remove any mutations or combinations of mutations from the claims of any Later Application or re-filed Later
        Application (or any patent, patent application, divisional or continuation of such Later Application or re-filed Later Application) without the prior written consent of Adaptimmune unless any relevant patent office has provided a final
        non-appealable opinion that such mutation or combination of mutations is not patentable or capable of patent protection.

     

    11.                               Immunocore





        shall maintain Granted Patents in accordance with the following:

     

    a.              Use best
        endeavours to maintain valid patents pursuant to the Granted Patents to the extent valid patents have not already been granted as at the Effective Date;

    b.              Pay all renewal
        and grant fees associated with such Granted Patents in the country in which such Granted Patent has been granted as at the Effective Date or in relation to which the Granted Patent is granted subsequent to the Effective Date;

     

  

  
    
      23

      
        


    

    c.               Ensure that
        Adaptimmune is kept fully informed of any substantive communications in relation to such Granted Patents including communications and payment of renewal and grant fees.

     

    The provisions of paragraphs 1-10 of this Schedule 3 shall not apply to any Granted Patents.

     

    12.                               There





        shall be no obligation on either Party to maintain, prosecute, seek to re-instate, reissue or otherwise re-file any Lapsed Patent (as designated in accordance with Schedule 1) and the obligations set out under Schedule 3 shall not apply to any
        Lapsed Patents.

     

    13.                               Immunocore





        shall file, prosecute and maintain Core Patents in accordance with the following:

     

    a.              Use best
        endeavours to file, obtain and maintain valid patents pursuant to the Core Patents so as to secure the broadest monopoly reasonably available in countries chosen by Immunocore, but at a minimum including the Required Countries unless otherwise
        agreed in writing with Adaptimmune;

    b.              To the extent
        such Core Patents are granted in any countries as at the Effective Date, to pay all renewal and grant fees associated with such granted Core Patents in the country in which such Core Patent has been granted as at the Effective Date;

    c.               Ensure that
        Adaptimmune is kept fully informed and to the extent reasonably possible consult with Adaptimmune in relation to any substantive communications to or from any Patent Office in relation to such Core Patents.

     

    Adaptimmune understands and accepts that subject to the obligations imposed under this paragraph 13, Immunocore has the final decision in relation
        to the content of the Core Patents and the content of any communications relating to such Core Patents with any Patent Office.

     

    The provisions of paragraphs 1-10 of this Schedule 3 shall not apply to any Core Patents.

     

    14.                               Adaptimmune





        will reimburse Immunocore, within 30 days of the date of an invoice from Immunocore, for 50% of the reasonable costs (including patent agent costs), fees and charges incurred by Immunocore in the course of filing, prosecuting and maintaining the
        patents and patent applications in accordance with this Schedule 3 (including as relevant Granted Patents and Core Patents).  Such invoice will set out an itemised list of the costs incurred by Immunocore to a level of detail reasonably
        satisfactory to Adaptimmune. Adaptimmune may also request copies of invoices received from third parties including patent agent costs.

     

    15.                               If,





        at any time during the term of this Deed, either party (“Notifying Party”) no longer wishes to prosecute, file or maintain any of the Licensed Patents, it shall provide at least 30 days notice to the other party (“Recipient Party”). The Recipient
        Party shall be entitled in its sole discretion to take over and prosecute, file and maintain any notified patent or patent application. The Recipient Party shall make such decision within 30 days of receiving notice from the Notifying Party. The
        Notifying Party shall assign its rights in such notified patent or patent application to the Recipient Party and the Notifying Party agrees to use all reasonable endeavours to consent to and procure the 

     

  

  
    
      24

      
        


    

    signing of all documentation required to transfer full title in the notified patent or patent application to the Recipient Party. Following
        assignment, the Recipient Party shall be solely responsible for controlling and paying all the costs of prosecution, filing and maintenance of the assigned patent or patent application. Following assignment the Notifying Party shall have no further
        interest in the invention and patent or patent application shall be removed from the definition of Licensed Patents.

     

    16.                               Where





        Recipient Party states in writing that it does not want to take over and prosecute, file and maintain any patent or patent application notified under paragraph 15 above, Notifying Party shall be entitled to allow such patent or patent application
        to lapse either through non-response to any office action or through non-payment of any fees due and payable in relation to such patent or patent application or by withdrawal of such patent or patent application. Where such patent or patent
        application has not been published as of the date the Recipient Party states it does not want to take over the prosecution, filing and maintenance, the Notifying Party shall use reasonable efforts to procure lapse or withdrawal of the Licensed
        Patent prior to its publication.

     

    17.                               Prior





        to any decision being made by Recipient Party under paragraph 15 above, Immunocore or as relevant Adaptimmune (where Adaptimmune has taken over filing, prosecution and maintenance under paragraph 20 below) shall continue to prosecute, file and
        maintain the relevant patent or patent application in accordance with paragraphs 8, 10, 11 and 13 above (as relevant) and shall not do anything to jeopardise the filing, prosecution and maintenance of such patent or patent application.

     

    18.                               Each





        party will inform the other party promptly if it becomes aware of any opposition, revocation, re-examination, interference or other action attacking or challenging the validity of any of the Licensed Patents. Where such challenge relates solely to
        claims covering Adaptimmune Licensed Products, Adaptimmune shall be entitled (but not obliged) to defend any such challenge. Where such challenge relates solely to claims covering Immunocore Licensed Products, Immunocore shall be entitled (but not
        obliged) to defend any such challenge. Where any challenge does not relate solely to either the Immunocore Licensed Products or the Adaptimmune Licensed Products or there is any dispute as to such, then (a) Adaptimmune shall be entitled (but not
        obliged) to defend any such challenge in relation to Provisional or Full Applications and Immunocore agrees to assist Adaptimmune in any such defence; and (b) Immunocore shall be entitled (but not obliged) to defend any such challenge in relation
        to any re-filed Later Application, Later Application, Granted Patent or Core Patent and Adaptimmune agrees to assist Immunocore in such defence. Where reasonably possible each Party will act in the best interests of the other Party in defending any
        such challenge.

     

    19.                               Each party will inform the other party promptly if it becomes aware of any infringement or potential infringement of any of the Licensed Patents in the Field, and the parties will consult
        with each other to decide the best way to respond to such infringement.  If the parties fail to agree on a joint programme of action (and as relevant the sharing of costs in relation to such joint programme) within 14 days of notification of
        infringement or potential infringement then the following shall apply:

     

    a.              (i) Adaptimmune
        shall be entitled (but not obliged) to take action against the third party at its sole expense for any infringement or potential infringement where such infringement or potential infringement relates to any product that contains cells that are
        transfected with genes encoding TCRs including any product containing cells that may also be transfected 

     

    
      25

      
        


    

    

    with one or more additional other molecules as well (whether transfected at the same time or by the same means as the TCRs or not); and (ii) any
        process, service or method relating solely to any product that contains cells that are transfected with genes encoding TCRs, in each case excluding any infringement or potential infringement of any Core Patent;

    b.              Immunocore shall
        be entitled (but not obliged) to take action against the third party at its sole expense for any infringement or potential infringement where such infringement or potential infringement relates to (i) any product that contains Soluble TCRs and any
        process, service or method relating to such a product; and (ii) any Core Patent.

    c.               The other Party
        agrees to be joined in any suit to the extent necessary to enforce such rights subject to being reimbursed and secured in a reasonable manner as to any costs, damages, expenses, or other liability and shall have the right to be separately
        represented by its own counsel at its own expense.

     

    20.                               Should





        Immunocore fail to file, maintain or prosecute any patent or patent application in accordance with this Schedule 3, Adaptimmune may provide Immunocore with 30 days notice of such failure. Where such failure is not corrected within the 30 day notice
        period, Adaptimmune may serve a further written notice to take over the filing, prosecution and maintenance of such Licensed Patents. Immunocore shall provide all reasonable assistance required by Adaptimmune in relation to the transition of the
        filing, prosecution and maintenance of such patents and/or patent applications to Adaptimmune.

     

    21.                               Where





        Adaptimmune takes over the filing, prosecution and maintenance of any of the patents or patent applications under paragraph 20 above, paragraph 14 shall cease to apply. Adaptimmune will file, prosecute and maintain any patents or patent
        applications in accordance with the obligations previously imposed on Immunocore. Immunocore will reimburse Adaptimmune, within 30 days of the date of an invoice from Adaptimmune, for 50% of the reasonable costs (including patent agent costs), fees
        and charges incurred by Adaptimmune in the course of filing, prosecuting and maintaining patent and patent applications under this Schedule 3.  Such invoice will set out an itemised list of the costs incurred by the Adaptimmune to a level of detail
        satisfactory to the Immunocore. Immunocore may also request copies of invoices received from third parties including patent agent costs.

     

    22.                               This





        Schedule 3 shall apply to the filing of patents and patent applications in relation to Results, Know-How or the Licensed Patents both during the term of this Deed and following any termination or expiry of this Deed.

     

    
      26

      
        


    

    Schedule 4

     

    Projects as at Effective Date

     

    	
            Unique ID

          	
             

          	
            TCR Source

          	
             

          	
            Target

          	
             

          	
            MHC allele

          	
             

          	
            Sequence of wt

                  epitope

          	
             

          	
            In-

                  licensed?

          	
             

          	
            TRAV

          	
             

          	
            TRBV

          
	
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            c019

          	
             

          	
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            [***]

          
	
            c020

          	
             

          	
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            [***]

          
	
            c017

          	
             

          	
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            [***]

          	
             

          	
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            [***]

          
	
            c033

          	
             

          	
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            [***]

          
	
            c034

          	
             

          	
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            [***]

          	
             

          	
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            [***]

          
	
            c035

          	
             

          	
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            [***]

          	
             

          	
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            [***]

          
	
            c036

          	
             

          	
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            [***]

          	
             

          	
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            [***]

          
	
            c037

          	
             

          	
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            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          
	
            c038

          	
             

          	
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    ***Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.

    
      28

      
        


    

    

    	
            c039

          	
             

          	
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            [***]

          
	
            c040

          	
             

          	
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            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          
	
            c041

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          
	
            c042

          	
             

          	
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            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          
	
            c043

          	
             

          	
            [***]

          	
             

          	
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            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          
	
            c044

          	
             

          	
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            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          
	
            c045

          	
             

          	
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            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          
	
            c046

          	
             

          	
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            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          
	
            c047

          	
             

          	
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            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          
	
            c048

          	
             

          	
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            [***]

          	
             

          	
            [***]

          	
             

          	
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            [***]

          
	
            c049

          	
             

          	
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            [***]

          	
             

          	
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            [***]

          	
             

          	
            [***]

          
	
            c050

          	
             

          	
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            [***]

          	
             

          	
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            [***]

          
	
            c051

          	
             

          	
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            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          
	
            c052

          	
             

          	
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            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          
	
            c053

          	
             

          	
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            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          
	
            c054

          	
             

          	
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            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          
	
            c055

          	
             

          	
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            [***]

          
	
            c056

          	
             

          	
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            [***]

          	
             

          	
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            [***]

          
	
            c057

          	
             

          	
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            [***]

          	
             

          	
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            [***]

          
	
            c058

          	
             

          	
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            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          
	
            c059

          	
             

          	
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            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          
	
            c060

          	
             

          	
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            [***]

          


     

    
      


    ***Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.

     

    
      29

      
        


    

    

    	
            c061

          	
             

          	
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            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          
	
            c062

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          
	
            c063

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          
	
            c064

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          
	
            c065

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          
	
            c066

          	
             

          	
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            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          
	
            c067

          	
             

          	
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            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          
	
            c068

          	
             

          	
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            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          
	
            c069

          	
             

          	
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            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          
	
            c070

          	
             

          	
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            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          
	
            c071

          	
             

          	
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            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          
	
            c072

          	
             

          	
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            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          
	
            c073

          	
             

          	
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            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          
	
            c074

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          
	
            c075

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          
	
            c076

          	
             

          	
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            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          
	
            c077

          	
             

          	
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            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          
	
            c078

          	
             

          	
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            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          
	
            c079

          	
             

          	
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            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          
	
            c080

          	
             

          	
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            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          
	
            c081

          	
             

          	
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            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          
	
            c082

          	
             

          	
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            [***]

          	
             

          	
            [***]

          	
             

          	
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            [***]

          


     

    
      


    ***Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.

  

  
     

    
      30

      
        


    

    	
            c083

          	
             

          	
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            [***]

          	
             

          	
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            [***]

          
	
            c084

          	
             

          	
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            [***]

          	
             

          	
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            [***]

          
	
            c085

          	
             

          	
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            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          
	
            c086

          	
             

          	
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            [***]

          	
             

          	
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            [***]

          	
             

          	
            [***]

          
	
            c087

          	
             

          	
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            [***]

          	
             

          	
            [***]

          	
             

          	
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            [***]

          
	
            c088

          	
             

          	
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            [***]

          	
             

          	
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            [***]

          
	
            [***]

          	
             

          	
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            [***]

          	
             

          	
            [***]

          
	
            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          	
             

          	
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            [***]

          	
             

          	
            [***]

          	
             

          	
            [***]

          


     

    
      


    ***Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.

    
      31

      
        


    

    
    SCHEDULE 5

     

    PATENT PROCESS TEMPLATE

     

    This template may be completed for each new patent family/ notification to record steps taken in accordance with this Deed and, in particular, Schedule 3
        of this Deed. Should there be any conflict t between any template and Schedule 3, the provisions of Schedule 3 shall supersede and override any template unless Schedule 3 is explicitly stated to be amended and such amendment is agreed to in writing
        by both Parties.

     

    Immunocore agrees to use reasonable endeavours to complete this template and provide a copy to Adaptimmune following any changes or updates to this
        template.

     

    	
            Step in patent

                  process procedure.

          	
             

          	
            Action/ decision

          	
             

          	
            Authorisation by Parties

          
	
            Assigned family number:

          	
             

          	
             

          
	
             

            Granted patent details when available:

          	
             

          	
             

          
	
             

          	
             

          	
             

          	
             

          	
             

          
	
            Notification of invention

          	
             

          	
            Notification made by:

          	
             

          	
             

          
	
             

          	
             

          	
             

          	
             

          	
             

          
	
             

          	
             

          	
            Notification date:

          	
             

          	
             

          
	
             

          	
             

          	
             

          	
             

          	
             

          
	
             

          	
             

          	
            Notification relates to same TCR or subject matter as previously filed application: see template for [insert application
                    details/ family number] for further information.

          	
             

          	
             

          
	
             

          	
             

          	
             

          	
             

          	
             

          
	
             

          	
             

          	
            Decision to maintain invention as confidential:

          	
             

          	
            Agreed by Immunocore:

          
	
             

          	
             

          	
             

          	
             

          	
             

          
	
             

          	
             

          	
             

          	
             

          	
            Signature:

          
	
             

          	
             

          	
             

          	
             

          	
             

          
	
             

          	
             

          	
             

          	
             

          	
            Date:

          
	
             

          	
             

          	
             

          	
             

          	
             

          
	
             

          	
             

          	
             

          	
             

          	
            Agreed by Adaptimmune

          
	
             

          	
             

          	
             

          	
             

          	
             

          
	
             

          	
             

          	
             

          	
             

          	
            Signature:

          
	
             

          	
             

          	
             

          	
             

          	
             

          
	
             

          	
             

          	
             

          	
             

          	
            Date:

          
	
             

          	
             

          	
             

          	
             

          	
             

          
	
             

          	
             

          	
            Decision to file patent application:

          	
             

          	
            Agreed by Immunocore:

          
	
             

          	
             

          	
             

          	
             

          	
             

          
	
             

          	
             

          	
             

          	
             

          	
            Signature:

          
	
             

          	
             

          	
             

          	
             

          	
             

          
	
             

          	
             

          	
             

          	
             

          	
            Date:

          
	
             

          	
             

          	
             

          	
             

          	
             

          
	
             

          	
             

          	
             

          	
             

          	
            Agreed by Adaptimmune

          
	
             

          	
             

          	
             

          	
             

          	
             

          
	
             

          	
             

          	
             

          	
             

          	
            Signature:

          
	
             

          	
             

          	
             

          	
             

          	
             

          
	
             

          	
             

          	
             

          	
             

          	
            Date:

          


     

    

  

  
    
      32

      
        


    

    	
             

          	
             

          	
            N.B. Where no agreement is reached between the Parties: patent application will be filed.

          
	
             

          	
             

          	
             

          	
             

          	
             

          
	
            Provisional Application filed

          	
             

          	
            Provisional Application details:

          	
             

          	
            Content agreed by Immunocore:

          
	
             

          	
             

          	
             

          	
             

          	
             

          
	
             

          	
             

          	
            Date filed:

          	
             

          	
            Signature:

          
	
             

          	
             

          	
             

          	
             

          	
             

          
	
             

          	
             

          	
             

          	
             

          	
            Date:

          
	
             

          	
             

          	
             

          	
             

          	
             

          
	
             

          	
             

          	
             

          	
             

          	
            Content agreed by Adaptimmune

          
	
             

          	
             

          	
             

          	
             

          	
             

          
	
             

          	
             

          	
             

          	
             

          	
            Signature:

          
	
             

          	
             

          	
             

          	
             

          	
             

          
	
             

          	
             

          	
             

          	
             

          	
            Date:

          
	
             

          	
             

          	
             

          	
             

          	
             

          
	
             

          	
             

          	
            N.B. Any dispute as to content to be resolved in favour of Adaptimmune.

          
	
             

          	
             

          	
             

          	
             

          	
             

          
	
            Provisional Application withdrawn

          	
             

          	
            Provisional Application details:

          	
             

          	
            Agreed by Immunocore:

          
	
             

          	
             

          	
             

          	
             

          	
             

          
	
             

          	
             

          	
            Date withdrawn:

          	
             

          	
            Signature:

          
	
             

          	
             

          	
             

          	
             

          	
             

          
	
             

          	
             

          	
             

          	
             

          	
            Date:

          
	
             

          	
             

          	
             

          	
             

          	
             

          
	
             

          	
             

          	
             

          	
             

          	
            Agreed by Adaptimmune

          
	
             

          	
             

          	
             

          	
             

          	
             

          
	
             

          	
             

          	
             

          	
             

          	
            Signature:

          
	
             

          	
             

          	
             

          	
             

          	
             

          
	
             

          	
             

          	
             

          	
             

          	
            Date:

          
	
             

          	
             

          	
             

          	
             

          	
             

          
	
             

          	
             

          	
            N.B. Any dispute to be resolved in favour of Adaptimmune.

          
	
             

          	
             

          	
             

          	
             

          	
             

          
	
            Provisional Application withdrawn and re-filed

          	
             

          	
            Provisional Application details:

             

            Date withdrawn:

             

            Date new provisional filed:

             

            New Provisional Application details:

          	
             

          	
            Agreed by Immunocore:

             

            Signature:

             

            Date:

             

            Agreed by Adaptimmune

             

            Signature:

             

            Date:

          
	
             

          	
             

          	
             

          	
             

          	
             

          
	
             

          	
             

          	
            N.B. Any dispute to be resolved in favour of Adaptimmune.

          
	
             

          	
             

          	
             

          	
             

          	
             

          
	
            Full Application filed

          	
             

          	
            Full Application details:

             

            Date filed:

          	
             

          	
            Content agreed by Immunocore:

             

            Signature:

             

            Date:

          


     

    
      33

      
        


    

    

    	
             

          	
             

          	
             

          	
             

          	
             

          
	
             

          	
             

          	
             

          	
             

          	
            Content agreed by Adaptimmune

             

            Signature:

             

            Date:

          
	
             

          	
             

          	
             

          	
             

          	
             

          
	
             

          	
             

          	
            N.B. Any dispute as to content to be resolved in favour of Adaptimmune.

          
	
             

          	
             

          	
             

          	
             

          	
             

          
	
            Later Application notified

          	
             

          	
            Notification made by:

          	
             

          	
             

          
	
             

          	
             

          	
             

          	
             

          	
             

          
	
             

          	
             

          	
            Notification date:

          	
             

          	
             

          
	
             

          	
             

          	
             

          	
             

          	
             

          
	
             

          	
             

          	
            Provisional Application to be withdrawn:

             

            Date withdrawn:

          	
             

          	
            Agreed by Immunocore:

             

            Signature:

             

            Date:

             

            Agreed by Adaptimmune

             

            Signature:

             

            Date:

          
	
             

          	
             

          	
             

          	
             

          	
             

          
	
             

          	
             

          	
            Full Application to be withdrawn:

             

            Date withdrawn:

          	
             

          	
            Agreed by Immunocore:

             

            Signature:

             

            Date:

             

            Agreed by Adaptimmune

             

            Signature:

             

            Date:

          
	
             

          	
             

          	
             

          	
             

          	
             

          
	
             

          	
             

          	
            Later Application to be re-filed:

          	
             

          	
            Agreed by Immunocore:

             

            Signature:

             

            Date:

             

            Agreed by Adaptimmune

             

            Signature:

             

            Date:

          
	
             

          	
             

          	
             

          	
             

          	
             

          
	
             

          	
             

          	
            Later Application re-filed:

             

            Application details:

             

            Date filed:

          	
             

          	
            Content agreed by Immunocore:

             

            Signature:

             

          


     

    
      34

      
        


    

    

    	
             

          	
             

          	
             

          	
             

          	
            Date:

             

            Content agreed by Adaptimmune

             

            Signature:

             

            Date:

          
	
             

          	
             

          	
             

          	
             

          	
             

          
	
             

          	
             

          	
            N.B. Where no agreement on withdrawal of Provisional Application or Full Application, Immunocore can file Later Application
                  but must include all Adaptimmune requested mutations:

             

            Date Later Application filed:

             

            Application details:

          
	
             

          	
             

          	
             

          	
             

          	
             

          
	
            Responses to Official Actions/ Search Reports/ Examination reports

          	
             

          	
            Details of office action/ notification etc:

          	
             

          	
            Response agreed by Immunocore:

             

            Signature:

             

            Date:

             

            Response agreed by Adaptimmune

             

            Signature:

             

            Date:

          
	
             

          	
             

          	
             

          	
             

          	
             

          
	
            Changes to claim scope

          	
             

          	
            Details of changes made/ response to office action/ opposition:

          	
             

          	
            Changes agreed by Immunocore:

             

            Signature:

             

            Date:

             

            Changes agreed by Adaptimmune

             

            Signature:

             

            Date:

          
	
             

          	
             

          	
             

          	
             

          	
             

          
	
            Notification that either party wishes to cease being involved in prosecuting/ filing or maintaining any Licensed Patent

          	
             

          	
            Notification made by:

             

            Notification date:

             

            Licensed Patent(s) affected:

          	
             

          	
            Agreement by other party to take over prosecution, filing and maintenance of Licensed Patent:

             

            Signature:

             

            Date:

          
	
             

          	
             

          	
             

          	
             

          	
             

          
	
             

          	
             

          	
            Date title to patent 

          	
             

          	
             

          


     

    
      35

      
        


    

    

    	
             

          	
             

          	
            transferred to party taking over prosecution, filing and maintenance of Licensed Patent:

          	
             

          	
             

          
	
             

          	
             

          	
             

          	
             

          	
             

          
	
             

          	
             

          	
            If party is not taking over prosecution, filing and maintenance of Licensed Patent, date of lapse or withdrawal:

          	
             

          	
             

          


     

    

  

  
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