Exhibit 10.4





 


Confidential



 


	Certain
    information in this document, marked by brackets [****],
    has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K under the Securities Act of 1933, as amended, because it
    is both (i) not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed. 





 


COLLABORATION AGREEMENT


 


This Collaboration Agreement (Agreement)
is made and entered into as of 28th March 2016 (Effective Date) by and between


 


Ex
scientia, a Scottish corporation (registration number SC428761) having its principal office at Dundee Incubator, James Linsay
Place, Dundee, DD1 SJJ, United Kingdom (ExS) and


 


Evotec
International GmbH, a German corporation having its principal office at Essener Bogen 7, 22419 Hamburg, Germany (Evotec).


 


(ExS and Evotec may each be referred to herein
individually as a Party and collectively as the Parties)


 


PREAMBLE


 


WHEREAS, the Parties desire to enter into a Collaboration
Agreement supporting the “Adenosine A2A immuno-oncology” project.


 


WHEREAS, both parties further agree that they
will work together both at their own cost to generate one or more immune-oncology pre-clinical development candidate(s) in line
with an agreed Program Plan and any successor plan with the goal to partner or otherwise exploit this with a pharmaceutical or biotech
company or to develop further together


 


NOW, THEREFORE, in consideration of the foregoing
premises and the mutual covenants set forth below, the Parties hereby agree as follows:


 


		1.	DEFINITIONS



 


		1.1	Affiliate
                                            shall mean, with respect to any person or entity, any other person or entity, which directly
                                            or indirectly controls, is controlled by, or is under common control with, such person or
                                            entity. A person or entity shall be regarded as in control of another person or entity if
                                            it owns, or directly or indirectly controls, more than fifty percent (50%) of the voting
                                            stock or other ownership interest of the other person or entity, or if it directly or indirectly
                                            possesses the power to direct or cause the direction of the management and policies of the
                                            other person or entity by any means whatsoever.



 


		1.2	Background
                                            Improvement IP means any IP conceived, first reduced to practice or arising from
                                            the performance of the Program Plan that (i) constitutes an improvement of or enhancement
                                            to either Party’s Background IP introduced into the Program and (ii) does not
                                            specifically relate to the Program IP.



 






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		1.3	Background
                                            IP means any and all IP conceived, first reduced to practice or rightfully acquired
                                            prior to the Effective Date or outside the performance of the Program Plan, including without
                                            limitation, the IP set forth in Exhibit B as amended from time to time, in each case
                                            to the extent necessary for the purpose of performing the activities under this Agreement
                                            (including the conclusion of Partnership Agreements).



 


		1.4	Confidential
                                            Information means all information, including know-how and the subject-matter of any
                                            unpublished invention, or any material in tangible form that is disclosed or made available
                                            under this Agreement by the Disclosing Party to the Receiving Party and that is marked as
                                            “Confidential” at the time it is disclosed or delivered to the Receiving Party
                                            (or, if disclosed orally, is identified as confidential when disclosed and such disclosure
                                            is confirmed in writing within thirty (30) days by the Disclosing Party) or ought in good
                                            faith to be treated as confidential taking account of its content or the circumstances of
                                            disclosure. The term Confidential Information shall also include the existence and contents
                                            of this Agreement.



 


		1.5	Continuing
                                            Party is defined in Section 10.2.



 


		1.6	Disclosing
                                            Party is defined in Section 7.1.



 


		1.7	Effective
                                            Date is defined in the introductory paragraph of this Agreement.



 


		1.8	Indemnified
                                            Party is defined in Section 9.3.



 


		1.9	Indemnifying
                                            Party is defined in Section 10.2.



 


		1.10	IP
                                            means any and all Patent Rights, utility models, trademarks, copyrights and other
                                            intellectual property rights, and any applications relating thereto, as well as any technical
                                            or scientific data, invention, information or know-how which is not publicly available.



 


		1.11	Opt-out
                                            Party is defined in Section 10.2.



 


		1.12	Partnering
                                            Plan is defined in Section 3.2.



 


		1.13	Partnership
                                            Agreement means a license agreement to be concluded by the Parties with a Third Party
                                            under which such Third Party acquires an exclusive or nonexclusive (as the case may be) license
                                            or other right to the Program IP generated hereunder and assumes the obligation to further
                                            develop such Program IP with the goal of launching at least one therapeutic product based
                                            on such Program IP in at least the US and/or EU.



 


		1.14	Patent
                                            Rights shall mean, with respect to any technology, (a) all patent applications
                                            heretofore or hereafter filed or having legal force in any country to the extent and only
                                            to the extent they claim or cover such technology or the use thereof; (b) all patents
                                            that have issued or in the future issue from such applications referenced in (a) above,
                                            including without limitation utility, model and design patents and certificates of invention;
                                            and (c) all divisionals, continuations, continuations-in-part, reissues, reexaminations,
                                            renewals, extensions, supplementary protection certificates or additions to any such patent
                                            applications and patents.



 






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		1.15	Program
                                            means the collaborative program to be conducted hereunder for the research and development
                                            of immune-oncology pre-clinical development candidate(s) against the Program Target.



 


		1.16	Program
                                            IP means any and all IP conceived, first reduced to practice or arising from the
                                            performance of the Program Plan other than Background Improvement IP.



 


		1.17	Program
                                            Manager is defined in Section 5.5.



 


		1.18	Program
                                            Plan means the written research work plan agreed between the Parties which describes
                                            the work, and the planned schedule for such work, to be performed under the Program. An initial
                                            Program Plan is attached hereto as Exhibit A.



 


		1.19	Program
                                            Target(s) means Adenosine A2A antagonists (and bispecific A2A-”plus”
                                            antagonists) for the use as cancer immunotherapies.



 


		1.20	Program
                                            Term is defined in Section 10.1.



 


		1.21	Receiving
                                            Party is defined in Section 7.1.



 


		1.22	Revenue
                                            means all revenue received by a Party from a Partnership Agreement, including without
                                            limitation all up-front, milestone and royalty payments, but excluding (i) any arms’
                                            length research funding paid by the Third Party collaborator in consideration for research
                                            and development activities to be performed under the Partnering Agreement or to further advance
                                            the program or perform additional studies; and (ii) any value added or other taxes paid
                                            by the Third Party collaborator to such Party in connection with such Partnering Agreement.
                                            If a Party receives non-cash consideration in connection with a Partnering Agreement or in
                                            the case of transactions not at arm’s length, Revenue will be calculated based on the
                                            fair market value of such consideration or transaction, at the time of the transaction, assuming
                                            an arm’s length transaction made in the ordinary course of business.



 


		1.23	Shared
                                            Cost is defined in Section 4.1(b).



 


		1.24	Steering
                                            Committee is defined in Section 5.1.



 


		1.25	Third
                                            Party means any person or entity other than the Parties and their Affiliates.



 






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		2.	CONDUCT
                                            OF PROGRAM



  


		2.1	Goal
                                            of Program. The goal of the Program is to discover, research and develop one or more
                                            immune-oncology pre-clinical development candidate(s) against the Program Target for
                                            further commercialization in accordance with this Agreement.



 


		2.2	Program
                                            Plan. An initial Program Plan describing the work to be performed by the Parties, is
                                            attached hereto as Exhibit A. ExS’s role will be to select the Program
                                            Target product profile, undertake fragment screening (where required, including GPCR biophysical
                                            fragment screening) and to design the synthetic target molecules (whether for single target
                                            or bispecific profiles) using its proprietary automated drug design platform. Evotec’s
                                            role will be to provide access to its comprehensive medicinal, synthetic chemistry and drug
                                            discovery platform and expertise. Each Party may recommend changes to the Program Plan at
                                            any time; provided, however, that such changes shall be effective only upon the approval
                                            of the Steering Committee.



 


		2.3	General
                                            Obligations of the Parties. Each Party shall



 


		(a)	use its commercially reasonable efforts
                                            to successfully undertake the Program in accordance with the Program Plan, and



 


		(b)	contribute to the Program such personnel,
                                            equipment, facilities and other resources as reasonably necessary to perform its obligations
                                            under the Program and to achieve efficiently the objectives thereof, and



 


		(c)	perform its activities under the Program
                                            in good scientific manner, and in compliance in all material respects with all requirements
                                            of applicable laws and regulations, and



 


		(d)	keep the other Party fully informed as
                                            to its progress, results, status and plans in and for performing and implementing the Program
                                            through regular written reports to the Steering Committee (as requested by the Steering Committee
                                            or the other Party) and informal oral or written reports exchanged between the Program Managers
                                            of each Party.



 


		2.4	Records.
                                            Each Party shall maintain records, in sufficient detail and in good scientific manner appropriate
                                            for patent purposes, which shall be complete and accurate and shall fully and properly reflect
                                            all work done and results achieved in its performance of the Program. Each Party shall make
                                            such records available to the other Party for inspection upon reasonable written request
                                            of the other Party (but not more than once per calendar year) for the purpose of ensuring
                                            the Party’s compliance with its research obligations hereunder. Upon request, each
                                            Party shall deliver to the other Party copies of all records described in this Section. Each
                                            Party shall reimburse the other Party for reasonable costs incurred in providing such copies.



 


		2.5	Subcontracting.
                                            Each Party shall be entitled to subcontract any work to be performed by such Party to any
                                            Affiliate or, upon the other Party’s Program Manager’s or Steering Committee’s
                                            approval, any Third Party, provided that each Party shall remain responsible for the due
                                            performance of its obligations under this Agreement by the subcontractor(s) appointed
                                            by such Party.



 






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		2.6	Exclusivity.
                                            From the Effective Date until the earlier of (i) the second anniversary of the Effective
                                            Date or (ii) both Parties’ discontinuation of the Program, neither Party shall
                                            without the other Party’s prior written consent perform internally (outside the Program
                                            Plan) and/or together with, or for the benefit of, any Third Party any research or development
                                            activities relating to the development of any therapeutic product against the Program Target.
                                            If a Party is approached during such exclusivity period by a Third Party regarding the performance
                                            of any such research and development activities, the Parties shall enter into discussions
                                            with such Third Party with the goal to conclude a Partnership Agreement. If the Third Party
                                            does not wish to enter into a Partnership Agreement, the Parties shall discuss in good faith
                                            whether and to what extent the Party that has been approached by the Third Party may be released
                                            from its exclusivity obligation hereunder. If a Party wishes to initiate an internal project
                                            using elements of the Program IP other than against the Program Target then it shall advise
                                            the other Party of its intentions. If the Parties so agree a further program will be agreed
                                            and pursued in accordance with this agreement. If the other Party does not wish to collaborate
                                            on the new program then the first Party may continue alone subject to agreement on royalties
                                            or other compensation to the non participating party for the use of the Program IP. For the
                                            avoidance of doubt this compensation shall reflect the parties contribution to the new program
                                            and shall not necessarily be at the rates set out herein.



 


		2.7	In
                                            the event that the Parties agree that the injection of Third Party funds is desirable to
                                            complete the Program a new corporate entity shall be established which shall initially be
                                            equally owned by the Parties and into which the Third Party funding shall be received. The
                                            funding may be taken in in form of an equity investment. The new entity shall be a single
                                            purpose vehicle dedicated to the completion and commercial exploitation of the Program. It
                                            shall be governed by a share holder agreement which shall be generally reflective of the
                                            terms of this agreement but shall also include terms typical for a joint venture including
                                            preemption rights in favour of the Parties.



 


		3.	COMMERCIALIZATION
                                            OF PROGRAM IP



 


		3.1	Commercialization.
                                            The Parties agree to use commercially reasonable efforts to commercialize any Program IP
                                            generated hereunder by entering into one or more Partnership Agreements with interested Third
                                            Parties in accordance with the provisions of this Section 3.



 


		3.2	Partnering
                                            Plan. Each Party shall use commercially reasonable efforts to identify Third Parties
                                            which may be interested in concluding a Partnership Agreement and shall disclose such Third
                                            Parties to the other Party for further evaluation and discussion between the Parties and
                                            (ii) the Parties shall negotiate and agree in good faith on a partnering plan (Partnering
                                            Plan), setting out, inter alia



 






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		(a)	the strategy of the Parties to secure
                                            the conclusion of one or more Partnership Agreements,






 


		(b)	the tasks to be performed by the Parties
                                            in this regard as well as applicable timelines for such tasks, and



 


		(c)	a list of potential Third Party collaborators
                                            including the order in which they are to be approached.



 


The Partnering Plan may be amended
from time to time by mutual agreement between the Parties.


 


		3.3	Negotiation
                                            of Partnership Agreements. Unless otherwise agreed in the Partnering Plan, both
                                            Parties shall, at its own expense, be responsible for initiating and engaging in discussions
                                            with the potential Third Party collaborators (including without limitation all business and
                                            scientific meetings) and for negotiating the Partnership Agreements, provided that the Party
                                            engaged in the negotiations shall:



 


		(a)	keep the other Party at all times fully
                                            informed as to the status of any discussions or negotiations with any potential Third Party
                                            collaborator,



 


		(b)	notify the other Party reasonably in advance
                                            of any meetings (whether in person, per telephone or otherwise) with any potential Third
                                            Party collaborator and the other Party shall have the right (but not the obligation) to attend
                                            and participate in all such meetings at its own expense,



 


		(c)	closely cooperate with the other Party
                                            in the preparation and negotiation of all Partnership Agreements (and any term sheets or
                                            similar documents relating to any such potential Partnership Agreement),



 


		(d)	promptly provide the other Party with
                                            copies of all relevant drafts and markups of any Partnership Agreements (or any term sheets
                                            or similar documents relating to any such potential Partnership Agreement) that are exchanged
                                            in the course of the negotiations, and



 


		(e)	consult with the other Party as to the
                                            terms of each Partnership Agreement (or any term sheets or similar documents relating to
                                            any such potential Partnership Agreement) and incorporate any reasonable suggestions or requirements
                                            that the other Party may communicate to the negotiating Party.



 


No Party shall be entitled to conclude
any such Partnership Agreement without the prior written approval of the other Party (which shall not be withheld unreasonably).


 


		3.4	No
                                            Partnership Agreement at End of Program. If no Partnership Agreement is concluded
                                            after a six-month period following the completion of all activities to be performed under
                                            the Program Plan, the Parties agree to meet in order to discuss in good faith a possible
                                            extension of the Program Plan or any alternative options to commercialize the results obtained
                                            under the Program by such date.



 






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		4.	PROGRAM
                                            COSTS AND REVENUE SHARING



 


		4.1	Allocation
                                            of Costs and Revenue. Unless otherwise set forth in this Agreement,



 


		(a)	each Party shall bear its own internal
                                            costs and external payments that it incurs in the course of the Program,



 


		(b)	all Revenue received by the Parties shall
                                            be accounted for by the Parties and shared equally between them.



 


		4.2	Revenue
                                            Reports and Payment. Following the execution of the first Partnership Agreement,
                                            within fourteen (14) calendar days after the end of each calendar quarter, each Party who
                                            has entered into a Partnership Agreement shall deliver to the other Party a written report
                                            showing in reasonable detail (i) all Revenue it has received during such calendar quarter
                                            and (ii) the share of such Revenue due to the other Party under this Agreement. All
                                            Revenue sharing amounts due by one Party to the other shall be payable on the date such report
                                            is due.



 


		4.3	Records
                                            and Audit. Each Party shall keep true and accurate records and books of account
                                            containing all data necessary for the calculation of any costs incurred or Revenues received
                                            by such Party. Those records and books of account shall be kept for three (3) years
                                            following the end of the calendar year to which they relate. Either Party shall have the
                                            right to cause a firm of independent certified public accountants that is acceptable to the
                                            other Party, such acceptance not to be unreasonably withheld, to inspect such records and
                                            books of account in order to verify that the costs and/or Revenues have been reported and
                                            calculated in accordance with this Agreement. Any such inspection shall occur no more than
                                            once per calendar year. Each Party initiating such audit shall pay all audit expenses; provided
                                            however, that in the event the audit reveals a greater than five percent (5%) shortfall in
                                            the amounts owed to by the other Party to such Party during the relevant audit period, the
                                            other Party shall pay all audit expenses. Each Party shall treat all financial information
                                            subject to review under this Section 4.3 as confidential, and shall cause its accounting
                                            firm to retain all such financial information in confidence under Section 7 below.



 


		4.4	Dispute
                                            Resolution. In the event of any dispute between the Parties in relation to the
                                            determination of costs or Revenues or either Party’s Revenue share pursuant to Section 4.1(b) above,
                                            the Parties shall appoint a nationally recognized, independent accounting film as Third Party
                                            expert (Schiedsgutachter) to decide on the issue in dispute (and if the Parties cannot
                                            agree on such expert, each party shall appoint one accounting firm and both accounting firms
                                            so appointed shall select the relevant expert). The Third Party expert shall be entitled
                                            to request any information and documents from either Party that it deems relevant for rendering
                                            its decision, and each Party shall be obliged to provide such information and documents as
                                            quickly as possible. Prior to rendering a decision, the Third Party expert shall provide
                                            each Party with reasonable opportunity to comment on its preliminary findings. The decision
                                            of the Third Party expert shall be final and binding upon both Parties.



 






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		5.	CONTRACT
                                            GOVERNANCE






 


		5.1	Steering
                                            Committee. Within thirty (30) days following the Effective Date, the Parties shall
                                            establish a joint steering committee (Steering Committee). The Steering Committee
                                            shall have a total of four (4) voting members. Two (2) members of the Steering
                                            Committee shall be appointed by Evotec, and two (2) members of the Steering Committee
                                            shall be appointed by ExS. Each Steering Committee member shall have sufficient authority
                                            to ensure acceptance and execution of Steering Committee decisions within its organization.
                                            Each Party may appoint substitutes or alternates for its Steering Committee members at any
                                            time by written notice the other Party. The Parties may mutually agree to change the size
                                            of the Steering Committee at any time.



 


		5.2	Responsibilities
                                            of Steering Committee. The Steering Committee shall be responsible for directing,
                                            coordinating and supervising the research and development activities of the Parties under
                                            the Program. In particular, the Steering Committee shall



 


		(a)	establish the Program Plan and authorize
                                            necessary updates or amendments thereto,



 


		(b)	receive regular reports from each Party’s
                                            Program Manager on, and monitor, the conduct, progress and results of the Program,



 


		(c)	decide upon the strategy for the prosecution
                                            of Patent Rights relating to the Program IP, and



 


		(d)	resolve any issues referred to it by the
                                            Parties in accordance with Section 11.8.



 


Following the conclusion of the research
and development activities under the Program, the Steering Committee shall only have an informatory role in relation to the commercialization
efforts of the Parties under Section 3 and shall only be responsible for exchanging information and strategies regarding the commercialization
of the Program IP.


 


		5.3	Meetings.
                                            Meetings of the Steering Committee shall be scheduled from time to time by mutual agreement
                                            of the Parties or upon request of one Party, but in no event less than once every three (3) months.
                                            The meetings may be held in person or per telephone or video conference. The Steering Committee
                                            meetings shall be chaired alternately by a member of the Steering Committee employed by Evotec
                                            and by ExS. The chair shall draw up and submit to the other members written minutes of each
                                            Steering Committee meeting. Any such minutes shall become binding upon the Parties, unless
                                            the other Party raises objections to such minutes in writing within fifteen (15) days of
                                            its receipt of such minutes.



 


		5.4	Decisions.
                                            Decisions of the Joint Steering Committee shall be unanimous. If the members of the Joint
                                            Steering Committee cannot agree on a particular issue, the issue shall be escalated pursuant
                                            to Section 11.8. The Steering Committee shall have no authority to amend or modify the
                                            terms and conditions of this Agreement.



 






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		5.5	Program
                                            Managers. Each Party shall appoint a person to coordinate its part of the activities
                                            under the Program (Program Manager). The Program Managers shall be the primary
                                            contacts between the Parties with respect to all activities performed under the Program.
                                            Either Party may change its Program Manager upon written notice to the other Party. The Program
                                            Managers as of the Effective Date shall be Dr Craig Johnstone for Evotec, and Dr Andy Bell
                                            for ExS. The Program Managers shall have no authority to amend or modify the terms and conditions
                                            of the Program Plan or of this Agreement.






 


		5.6	Costs.
                                            Each Party shall be responsible for its own personnel, travel and other expenses relating
                                            to Program Managers and Joint Steering Committee meetings.



 


		6.	INTELLECTUAL
                                            PROPERTY



 


		6.1	Background
                                            IP. Each Party shall exclusively own all right, title and interest in and to (i) its
                                            Background IP, and (ii) any Background Improvement IP related to the Background IP of
                                            such Party. To the extent that a Party is a (co-)owner of any IP owned by the other Party
                                            under Section 6.1 (ii), such Party hereby assigns to the other Party all right, title
                                            and interest in such IP.



 


		6.2	Program
                                            IP. The Parties shall jointly own (in equal shares) all right, title and interest
                                            in and to the Program IP. Each Party shall be responsible for remunerating its own employees
                                            with respect to any employees’ invention made. Without the other Party’s prior
                                            written consent and subject to Section 2.6, the Parties may not



 


		(a)	use the Program IP for any purpose other
                                            than performing their obligations under this Agreement or



 


		(b)	make the Program IP available to any Third
                                            Party except as agreed under any Partnership Agreement concluded pursuant to Section ___.



 


		6.3	Licenses.



 


		(a)	Research License. Each Party hereby
                                            grants to the other Party a non-exclusive, non-sublicensable (except to permitted subcontractors
                                            for the purposes of this Agreement), worldwide, royalty-free license under its Background
                                            IP and any Background Improvement IP for the purposes of performing the activities assigned
                                            to such other Party under this Agreement.



 


		(b)	Commercialization License. For
                                            the purpose of a Party to negotiate and conclude any Partnership Agreements and subject to
                                            Section ___, each Party hereby grants to other Party the right to grant to any Third
                                            Party collaborator in a Partnership Agreements the following rights and/or licenses:



 


		(i)	any rights in any Program IP, whether by
                                            transfer of ownership, a nonexclusive or exclusive license or otherwise, as agreed in the
                                            Partnership Agreement, and/or



 






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		(ii)	a non-exclusive worldwide license (with
                                            the right to grant sublicenses) under the licensing Party’s Background IP and Background
                                            Improvement IP to develop, make, use, sell, offer for sale or import any therapeutic product
                                            based on Program IP targeting the Program Target.



 


Each Party agrees to assist the other
Party, at the requesting Party’s expense, to obtain and to execute all documents reasonably necessary for the requesting Party
or any designee to transfer ownership, or grant a non-exclusive or exclusive license to a Third Party Collaborator.


 


		6.4	Patent
                                            Matters.



 


		(a)	Background IP and Background Improvement
                                            IP. Each Party shall have the right (but not the obligation), at its sole expense and
                                            sole discretion, to control the preparation, filing, prosecution, maintenance and enforcement
                                            of all Patent Rights relating to any Background IP or Background Improvement IP owned by
                                            such Party.



 


		(b)	Prosecution of Program IP. The
                                            Parties shall discuss in good faith and mutually agree on the best strategy for the prosecution
                                            of Patent Rights relating to Program IP, including without limitation the patent claims and
                                            the territorial scope of patent protection. Unless otherwise agreed between the Parties,
                                            ExS shall control the preparation, filing, prosecution and maintenance of such Patent Rights
                                            and shall (i) provide Evotec with written notice as early as possible in advance of
                                            any undertaking to prepare, file, prosecute and maintain any patent application or patents
                                            for any of such Patent Rights, (ii) provide Evotec with any draft of patent application
                                            as early as possible in advance of filing and incorporate reasonable comments by Evotec thereon;
                                            (iii) not file any patent application or make any substantive filing in relation to
                                            any such Patent Rights without Evotec’s prior written consent, (iv) provide Evotec
                                            with any patent application after such filing; (v) provide Evotec with copies of all
                                            substantive communications received from any patent office(s) with respect to such filings
                                            and coordinate with Evotec any response relating thereto; and (vi) notify Evotec of
                                            any interference, opposition, reexamination request, nullity proceeding, appeal or other
                                            interparty action and coordinate with Evotec any response relating thereto.



 


Unless otherwise agreed between the Parties,
(i) all filings of any such Patent Rights shall be made in the name of both Evotec and ExS, (ii) any such Patents Rights shall
be prepared, filed, prosecuted and maintained at least in the countries set forth in Exhibit C, and (iii) all costs
and expenses incurred by either Party in connection with any such preparation, filing, prosecution and maintenance of such Patent Rights
shall be shared equally between the Parties.


 


		(c)	Enforcement of Program IP. In the
                                            event that either Party is of the opinion that any Program IP may be infringed by a Third
                                            Party, such Party shall promptly inform the other thereof and the Parties shall meet within
                                            thirty (30) days to discuss possible options to abate any such infringement and to determine
                                            whether or not both Parties wish to enforce such Program IP.



 






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		(i)	If both Parties wish to enforce such Program
                                            IP, the Parties shall agree on the actions to be taken and all costs and expenses incurred
                                            by the Parties in connection with the enforcement as well as all monies recovered upon the
                                            final judgment or settlement of any such suit to enforce such Patent Rights shall be shared
                                            equally between the Parties;



 


		(ii)	If either Party does not wish to enforce
                                            such Program IP, the other Party shall have the right (but not the obligation), at its sole
                                            discretion, on its own costs and expense, to control the enforcement of the Program IP, provided
                                            that all monies recovered upon the final judgment or settlement of any such suit to enforce
                                            the Patent Rights (following deduction of the enforcing Party’s costs and expenses
                                            incurred in connection with such enforcement) shall be shared between the Parties in the
                                            ratio of [****], with the enforcing Party receiving [****]% of the monies.



 


		(d)	Patent Assistance. Each Party shall
                                            perform or procure to be performed such lawful acts and execute or procure to be executed
                                            such documents as requested by the other Party from time to time in order to reasonably assist
                                            the other Party in the preparation, filing, prosecution, maintenance and enforcement activities
                                            described in this Section 6.4.



 


		(e)	To the extent the assignment of inventions
                                            is not covered by statutory law (e.g. the German Employees’ Inventions Act), each Party
                                            will maintain valid and enforceable written agreements with all persons acting by or on behalf
                                            of such Party or its Affiliates which require such person to assign to such Party their entire
                                            right, title and interest in and to all Program IP and Background Improvement IP. Each Party
                                            agrees to claim and keep valid and enforceable any invention relating to any Program IP and
                                            the other Party’s Background Improvement IP conceived, reduced to practice, developed,
                                            made or created in the conduct of the activities under this Agreement. If either Party is
                                            obliged by law to make a payment to one of its employees or consultants in respect of that
                                            person’s contribution to any invention then that Party employing or engaging that person
                                            shall be solely responsible for settling that liability and shall not deduct such costs from
                                            the share of the Revenues due to the other Party



 


		7.	CONFIDENTIALITY



 


		7.1	Confidentiality
                                            and Restricted Use. Each Party (Receiving Party) shall protect the
                                            Confidential Information of the other Party (Disclosing Party) from unauthorized
                                            use or disclosure and use it solely for the purposes of this Agreement.



 


		7.2	Disclosure
                                            to Third Parties. Neither Party shall, except with the express prior written consent
                                            of the Disclosing Party, disclose any Confidential Information of the Disclosing Party to
                                            any person or entity other than its officers, directors, employees, agents and consultants
                                            who need to know such information for the performance of this Agreement and who are bound
                                            by a written confidentiality agreement not less stringent than the terms of this Agreement
                                            or by professional rules of secrecy.



 






    11


     


    




 


		7.3	Exceptions.
                                            The above confidentiality obligations shall not apply to information which, as can be established
                                            by the Receiving Party,



 


		(a)	was communicated to the Receiving Party
                                            from a Third Party entitled to make such a disclosure; or



 


		(b)	was already in the public domain or subsequently
                                            entered the public domain through no fault of the Receiving Party; or



 


		(c)	was already known by the Receiving Party
                                            or developed independently by the Receiving Party without reference to or reliance upon information
                                            provided by the Disclosing Party; or



 


		(d)	is to be disclosed pursuant to any legal,
                                            regulatory or stock exchange requirement (but only to the extent such information needs to
                                            be disclosed).



 


		7.4	Ownership
                                            of Confidential Information. Subject to Section 6.1 and 6.2 and unless specifically
                                            described otherwise in this Agreement, (a) as between the Parties, the Disclosing Party
                                            owns all Confidential Information disclosed by it, and (b) no sharing of information
                                            between the Parties will serve to transfer any right, title or interest in or to the Disclosing
                                            Party’s Confidential Information.



 


		7.5	Press
                                            releases, references. Upon execution of this Agreement, the Parties shall issue
                                            a joint press release. In addition, each Party shall be entitled to disclose the other Party’s
                                            name as collaboration partner under this Agreement to Third Parties and use the other Party’s
                                            name and logo for such purposes. All other use of the other Party’s name in any advertising
                                            or promotional material, or any other publicity relating to this Agreement, shall require
                                            the other Party’s prior written consent.



 


		7.6	Prior
                                            Agreements. As of the Effective Date, the above confidentiality obligations shall
                                            supersede any oral or written confidentiality agreements concluded between the Parties prior
                                            to this Agreement. As far as under such prior confidentiality agreement information has already
                                            been exchanged, the above provisions of this Section 7 shall apply also to such information



 


		8.	REPRESENTATIONS
                                            AND WARRANTIES



 


		8.1	Mutual
                                            Representations. Each Party hereby represents and warrants to the other Party
                                            that



 


		(a)	it has the legal right to enter into and
                                            deliver this Agreement;



 






    12


     


    

 


		(b)	the execution, delivery and performance
                                            of this Agreement as well as the licenses granted hereunder do not conflict with any agreement,
                                            instrument or understanding, oral or written, to which such Party may be bound;






 


		(c)	to its knowledge, no Third Party IP would
                                            be infringed by practicing in accordance with this Agreement any process or method covered
                                            by each Party’s Background IP listed in Exhibit B. Each Party shall promptly notify
                                            the other if it becomes aware of any actual or suspected infringement of any Third Party
                                            IP by the use of its Background IP or Background Improvement IP in accordance with this Agreement
                                            or by the manufacture, use, sale or import of any therapeutic product based on Program IP
                                            targeting the Program Target.



 


		8.2	Disclaimers.
                                            The Parties acknowledge and agree that the research and development to be conducted under
                                            this Agreement is experimental in nature, and that neither Party can guarantee a successful
                                            outcome thereof. Except as otherwise expressly set forth herein, neither Party makes any
                                            representations or extends any warranties of any kind, either express or implied, to the
                                            other Party, and each Party hereby disclaims all implied warranties, including warranties
                                            of merchantability, fitness for a particular purpose, or non-infringement.



 


		9.	LIABILITY
                                            AND INDEMNIFICATION



 


		9.1	No
                                            Liability for Indirect Losses. Neither Party shall be liable to the other, whether
                                            in tort, contract or otherwise, for any consequential, indirect, punitive, exemplary or incidental
                                            damages, loss or expenses (including, without limitation, lost profits and lost business
                                            opportunities).



 


		9.2	Exceptions.
                                            The provisions of this Section 9 shall not apply to cases of wilful misconduct, any
                                            breach of any warranty set forth in Section 8, or any breach of Section 7.



 


		9.3	Indemnification.
                                            Each Party shall indemnify, hold harmless and defend the other Party, its Affiliates and
                                            its directors, officers, employees and agents (performing activities related to Program Plan)
                                            of the Indemnified Party (as defined below in 9.4) and its Affiliates, from and against any
                                            and all losses, expenses, cost of defense (including without limitation reasonable attorneys’
                                            fees, witness fees, damages, judgments, fines and amounts paid in settlement) and any amounts
                                            the Indemnified Party or its Affiliates become legally obligated to pay because of any claim
                                            or claims against it by any Third Party to the extent that such claim or claims arise out
                                            of: (a) activities related to the Program Plan conducted by or on behalf of the Indemnifying
                                            Party (as defined below in 9.4) and its Affiliates; or (b) any material breach by the
                                            Indemnifying Party of its obligations under this Agreement, except to the extent such losses,
                                            expenses, costs and amounts are due to the negligence, gross negligence or willful misconduct
                                            or failure to act of the Indemnified Party.



 


		9.4	Procedure.
                                            In the event of a claim by a Third Party against a Party entitled to indemnification under
                                            this Agreement (“Indemnified Party”), the Indemnified Party shall
                                            promptly notify the other party (“Indemnifying Party”) in writing
                                            of the claim and the Indemnified Party shall permit the Indemnifying Party to assume direction,
                                            undertake and solely manage and control, at its sole expense, the defense of the claim (including
                                            the right to settle the claim solely for monetary consideration). The Indemnified Party shall
                                            cooperate with the Indemnifying Party as reasonable requested in the defense of the claim
                                            and may, at its option and expense, be represented in any such action or proceeding by counsel
                                            of its choice. The Indemnifying Party shall not settle any such claim unless such settlement
                                            fully and unconditionally releases the Indemnified Party from all liability relating thereto
                                            and does not impose any cost or restriction on the Indemnified Party, unless the Indemnified
                                            Party otherwise agrees in writing, which agreement shall not be unreasonably withheld or
                                            delayed.



 






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		10.	TERM,
                                            TERMINATION AND OPT-OUT



 


		10.1	Term.
                                            This Agreement shall become effective on 28th March 2016 and shall continue
                                            until all Revenue sharing payments due hereunder have been made, unless terminated earlier
                                            in accordance with the provisions of this Section 10. The term for the initial Program
                                            Plan shall be two (2) years from the Effective Date with an option for a mutual extension
                                            (“Program Term”).



 


		10.2	Opt-out
                                            Options. At completion of the Program Term, each Party (the Opt-out Party)
                                            shall have the right to notify the other Party in writing that it is no longer able or willing
                                            to contribute to the Program as agreed hereunder. Upon such notice, the other Party shall,
                                            within thirty (30) days following its receipt of the opt-out notice, decide whether it wishes
                                            to continue the Program or to terminate this Agreement and shall notify the Opt-out Party
                                            accordingly in writing. If the other Party does not notify the Opt-out Party in writing within
                                            such thirty (30) days time period that it wishes to continue the Program, this Agreement
                                            shall be deemed terminated.



 


If the other Party (the Continuing
Party) decides to continue the Program, the following shall apply:


 


		(a)	Release of Opt-out Party. The Opt-out
                                            Party shall be released from any further obligation to perform activities under the Program
                                            Plan or the Partnering Plan or to contribute to any costs.



 


		(b)	Program Continuation. Sections
                                            2.2 to 2.5 shall no longer apply. The Continuing Party shall be entitled to continue the
                                            Program (and any subsequent development activities) in its sole discretion, provided that
                                            the Continuing Party shall promptly inform the Opt-out Party in writing if it has decided
                                            to discontinue the Program or upon achievement on relevant data points. The Opt-out Party
                                            hereby grants to the Continuing Party a non-exclusive, sublicensable subject to the restrictions
                                            set forth in Section 10.2(c), worldwide, royalty-free license under the Opt-out Party’s
                                            Background IP and Background Improvement IP solely for such purpose.



 






    14


     


    

 


		(c)	Support by Opt-out Party. To the
                                            extent the Continuing Party wishes to outsource any of its activities under the Program to
                                            any entity other than an Affiliate of the Continuing Party and the Opt-out Party has the
                                            capability to provide such activity, the Continuing Party shall offer such activity to the
                                            Opt-out Party and the Opt-out Party shall use commercially reasonable efforts to provide
                                            such activity as research or development service at reasonable service fees to be negotiated
                                            in good faith from time to time. The Continuing Party shall only be entitled to use any Third
                                            Party for such activity if (i) the Opt-out Party has declined to provide the requested
                                            activity or (ii) the Parties have not been able to agree in good faith on the terms
                                            of the engagement of the Opt-out Party within a reasonable period of time (of at least sixty
                                            (60) days).






 


		(d)	Conclusion of Partnership Agreements.
                                            Sections 3.2 to 3.4 shall no longer apply. The Continuing Party shall be free to negotiate
                                            and conclude any Partnership Agreements in its own discretion without any involvement of
                                            the Opt-out Party. For such purpose, the Opt-out Party hereby grants to the Continuing Party
                                            the right to grant to any Third Party collaborator with whom the Continuing Party has concluded
                                            a Partnership Agreement the following rights and/or licenses:



 


		(i)	any rights in any Program IP, whether by
                                            transfer of ownership, a non-exclusive or exclusive license or otherwise, as decided by the
                                            Continuing Party in its sole discretion, and (ii) a non-exclusive worldwide license
                                            (with the right to grant sublicenses) under the Opt-out Party’s Background IP and Background
                                            Improvement IP to develop, make, use, sell, offer for sale or import any therapeutic product
                                            based on Program IP targeting the Program Target.



 


The Continuing Party shall promptly provide
to the Opt-out Party a copy of all Partnership Agreements concluded with any Third Party.


 


For the avoidance of doubt, the above
rights are granted only for the purposes of concluding one or more Partnership Agreements. If the Continuing Party wishes to commercialize
any Program IP without entering into any Partnership Agreement (i.e. alone or with Affiliates), the Parties shall negotiate and agree
in good faith on a royalty rate to be paid by the Continuing Party to the Opt-out Party that shall reflect the Revenue share that the
Opt-out Party would otherwise have received under a Partnership Agreement.


 


		(e)	Cost and Revenue Sharing. The rights
                                            of the Opt-out Party in relation to Revenue sharing under Sections 4.1(b) shall be amended
                                            as follows:



 


All Revenue received
by Continuing Party shall be shared between the Parties equal to the Applicable Percentage of Revenue from any Partnership Agreement
as defined in the Table 1.0 below


 






    15


     


    

 


	Percentage
    of aggregate

    Research Costs incurred by

    the Opt-out Party:	Applicable
    Percentage

    to the Opt-out Party:
	>50%	[****]
	40-49%	[****]
	35-39%	[****]
	30-34%	[****]
	25-29%	[****]
	20-24%	[****]
	10-19%	[****]
	<10%	[****]


 


“Research Costs”
means the actual costs and expenses that are incurred by or on behalf of a Party or any Affiliates of a Party in undertaking the activities
in the course of the Program and that are attributable to the conduct of research activities with respect to the Program. For purposes
of clarity, such costs and expenses shall include (a) any internal costs incurred by a Party in connection with the conduct of internal
research activities with respect to the Program, which internal costs, in any case, shall be determined by multiplying the standard FTE
rate by the number of FTEs utilized to conduct such activities, (b) any screening related costs for access to screening technology
which are not related to FTE’s; (c) any out-of-pocket expenses incurred in the filing, prosecution, and/or maintenance of
the Patent Rights relating to Program IP as allocated according to Section 6.4(c); and (d) the actual amounts paid to a Third
Party for specific external research activities applicable to the Program and/or for obtaining supplies of raw materials or intermediates
for the conduct of the activities in the course of the Program.


 


The rights of the
Opt-out Party under Sections 4.2 to 4.4 shall continue to apply.


 


		(f)	Contract Governance. Section 5
                                            shall no longer apply and the Steering Committee shall be dissolved. Within thirty (30) days
                                            following the end of any calendar year, the Continuing Party shall provide to the Opt-out
                                            Party a written report on the status, results and plans of its development activities as
                                            well as Partnership Agreement discussions with potential Third Party collaborators.



 


		(g)	Intellectual Property. Any Program
                                            IP conceived, first reduced to practice or arising from activities following the opt-out
                                            notice shall no longer be governed by Section 6.2 and shall be owned exclusively by
                                            the Continuing Party. For the avoidance of doubt, all Program IP conceived, first reduced
                                            to practice or arising from activities prior to the opt-out notice shall continue to be governed
                                            by Section 6.2. Sections 6.4 (b) and 6.4(c) shall no longer apply and the
                                            Continuing Party shall have the sole right to decide on the preparation, prosecution, filing
                                            enforcement and maintenance of any Program IP in its sole discretion and on its own costs.



 






    16


     


    




 


		10.3	Termination
                                            for Convenience. Notwithstanding the opt-out options set forth in Section 10.2,
                                            following the Program Term either Party may terminate this Agreement upon three (3) months
                                            prior written notice to the end of any calendar month. In the event of any such termination
                                            for convenience, all rights and obligations of the Parties shall end, except as set forth
                                            below or otherwise provided in this Agreement:



 


		(a)	Sections 10.2(b), 10.2(d), 10.2(e) and
                                            10.2(f) shall apply accordingly (with the non-terminating Party assuming the rights
                                            and obligations attributed to the Continuing Party and the terminating Party assuming the
                                            rights and obligations of the Opt-out Party), except that the Revenue share of the terminating
                                            Party as calculated pursuant to Section 10.2(e) shall be reduced by five (5) percentage
                                            points.



 


		(b)	All ownership rights of the terminating
                                            Party relating to any Program IP shall automatically transfer to the other Party. The terminating
                                            Party shall be obliged to perform or procure to be performed such lawful acts and execute
                                            or procure to be executed such documents as requested by the other Party from time to time
                                            in order to have the transfer of ownership recorded in the relevant patent offices.



 


		10.4	Termination
                                            for Breach. Either Party may terminate this Agreement at any time by written notice
                                            to the other with immediate effect if the other Party materially breaches any provision of
                                            this Agreement and fails to cure such breach within thirty (30) days following its receipt
                                            of written notice thereof from the terminating Party. In the event of any such termination
                                            for breach, all rights and obligations of the Parties shall end, except as set forth below
                                            or otherwise provided in this Agreement:



 


		(a)	Sections 10.2(b), 10.2(d), 10.2(e) and
                                            10.2(f) shall apply accordingly (with the terminating Party assuming the rights and
                                            obligations attributed to the Continuing Party and the breaching Party assuming the rights
                                            and obligations of the Opt-out Party), except that the Revenue share of the breaching Party
                                            as calculated pursuant to 10.2(e) shall be reduced by ten (10) percentage points.
                                            In addition, the terminating Party may off-set any damage claims that it may have due to
                                            contract breach of the breaching Party from such Revenue share payments.



 


		(b)	All ownership rights of the breaching
                                            Party relating to any Program IP shall automatically transfer to the terminating Party. The
                                            breaching Party shall be obliged to perform or procure to be performed such lawful acts and
                                            execute or procure to be executed such documents as requested by the terminating Party from
                                            time to time in order to have the transfer of ownership recorded in the relevant patent offices.



 


		10.5	Survival.
                                            Sections 1, 2.5, 4.3, 4.4, 6.1, 6.4(a), 6.4(d), 6.4(e), 7, 8, 9 and 11 shall survive the
                                            termination or expiration of this Agreement. Sections, 6.2, 6.4(b) and 6.4(c) shall
                                            survive only in the event of an expiration of this Agreement (but not in the event of a termination
                                            of this Agreement pursuant to Section 10.3 or 10.4).



 






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		11.	GENERAL
                                            PROVISIONS



 


		11.1	Notices.
                                            All notices, requests and other formal communications shall be made in writing and shall
                                            be delivered or sent in each case to the respective address specified below:



 


If to Evotec:          Evotec
International GmbH

Chief Scientific Officer

Essener Bogen 7

22419 Hamburg

Fax: 040 - 560 81 222


 


With a copy to:

General Counsel (same address)


 


If to ExS:               Chief
Executive Office

Ex Scientia Ltd

Dundee Incubator

James Lindsay Place

Dundee

Scotland

DD1 5JJ

United Kingdom


 


With copy to:

General Counsel

Patricia Barclay

31 Merchiston Park

Edinburgh

Scotland

EH10 3PW

United Kingdom


 


Each Party shall immediately notify
the other Party in the event of any changes of its address set forth above.


 


		11.2	Entire
                                            Agreement. This Agreement, including the Exhibits to this Agreement, represents
                                            the entire understanding between the Parties with respect to the subject matter hereof and
                                            supersedes all previous oral or written communication or agreements, and all contemporaneous
                                            oral communication and agreements between the Parties.



 


		11.3	Form Requirement.
                                            This Agreement may only be amended, modified or supplemented by the Parties in writing. The
                                            same applies to this Section 11.3.



 






    18


     


    

 


		11.4	Assignment.
                                            Neither Party may assign its contractual rights and obligations or parts thereof without
                                            the prior written consent of the other, provided, however, that either Party may, without
                                            such consent, assign this Agreement and all of its rights and obligations hereunder (i) to
                                            any Affiliate or (ii) in connection with the transfer or sale of all or substantially
                                            all of its business to which this Agreement relates, or in the event of its merger, consolidation,
                                            or other similar transaction.






 


		11.5	Severability.
                                            If any provision of this Agreement is found to be invalid or otherwise unenforceable, in
                                            whole or in part, the validity of the remainder of the Agreement shall not be affected. Furthermore,
                                            the Parties agree that the invalid or unenforceable provision or part thereof shall be superseded
                                            by an adequate provision that, to the legally permitted extent, comes closest to what the
                                            Parties would have desired at the time of conclusion of the Agreement had they considered
                                            the issue concerned.



 


		11.6	No
                                            Solicitation. During the term of this Agreement, and for a period of one (1) year
                                            thereafter, each Party shall not actively solicit for hire as an employee, or engage as an
                                            independent contractor, any employee of the other Party which has been involved in the other
                                            Party’s performance of its obligations under this Agreement, without the prior written
                                            consent of the other Party. For the avoidance of doubt, the preceding sentence shall not
                                            prohibit either Party from soliciting employment by placement of general advertisements for
                                            employees in newspapers or other media of general circulation or hiring any Person who initiates
                                            contact with such Party without any solicitation or encouragement by such Party or on its
                                            behalf.



 


		11.7	Independent
                                            Contractor. Nothing in this Agreement shall create, or be deemed to create, a
                                            partnership, joint venture, or the relationship of principal and agent or employer and employee
                                            between the Parties. Each Party agrees to perform under this Agreement solely as independent
                                            contractor.



 


		11.8	Dispute
                                            Resolution. Any dispute arising between the Parties in connection with this Agreement
                                            shall be referred to the Steering Committee. If the Steering Committee is unable to negotiate
                                            in good faith and settle the dispute within sixty (60) days after being requested to do so,
                                            either Party may submit the dispute to the Parties’ executive officers who shall meet
                                            in order to attempt to resolve the dispute. If the dispute is not settled, at the latest,
                                            within thirty (30) days from the date that the dispute has been escalated to the executive
                                            officers, either Party may pursue legal action in accordance with to Section 11.9 below.



 


		11.9	Governing
                                            Law, Jurisdiction. This Agreement shall be governed by the laws of England without
                                            reference to its conflict of laws provisions. The courts of Oxford, UK, shall have exclusive
                                            jurisdiction in relation to all disputes arising out of or in connection with this Agreement.



 


[End of Agreement — Signatures on the
following page]


 






    19


     


    







 


IN WITNESS WHEREOF, authorized representatives
of the Parties have duly executed this Agreement as of the Effective Date





 


	For Evotec:	 	For ex scientia:
	 	 	 
	By:	/s/
    M. Polywka, C. [Dayel]	 	By:	/s/
    Andrew L. Hopkins
	 	 	 
	Name:
    	M.
    Polywka, C. [Dayel]	 	Name:	Andrew
    L. Hopkkins
	 	       (Print
    or Type)	 	 	(Print or Type)
	 	 	 
	Title:
    	C.O.O.
                           SVP	 	Title:
    	CEO




 






    20


     


    




 


EXHIBIT A


 


- Program Plan -


 






    21


     


    










 


EXHIBIT A


 


PROJECT DESCRIPTION EVT02926


 


A2A ANTAGONISTS FOR IMMUNOONCOLOGY


 


FOR


 


exScientia LTD


 


hereinafter (exScientia)


 


[****]


 






    


     


    







 


EXHIBIT B


 


- Background IP -


 


[****]


 






    


     


    

 


EXHIBIT C


 


- Countries in which Program IP shall be prosecuted
-


 


- EU


- USA


- Japan


 


All via PCT route


 






    


     


    

 


	Certain
    information in this document, marked by brackets [****],
    has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K under the Securities Act of 1933, as amended, because it
    is both (i) not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed. 


 


First Amendment to Collaboration Agreement


 


(the “First Amendment”)


 


Effective Date 1st October 2017


 


WHEREAS; Evotec International GmbH, a
company incorporated under the laws of Germany whose principal office is at Manfred Eigen Campus, Essener Bogen 7, 22419 Hamburg, Germany
(“EVOTEC”); and Ex Scientia Ltd., a Scottish corporation (registration number SC428761) having its principal office at Dundee
Incubator, James Llnsay Place, Dundee, DD1 5JJ, United Kingdom (ExS) have concluded a Collaboration Agreement effective as of 28th March 2016
(altogether the “Collaboration Agreement”)


 


WHEREAS; EVOTEC and ExS intend to extend the
Collaboration Agreement by this First Amendment;


 


NOW THEREFORE, IT IS AGREED AS FOLLOWS:


 


		1.	The Parties hereby agree that in addition
                                            to the current Evotec resources, consisting of [****] FTEs assigned to this Collaboration
                                            Agreement, an additional 2 FTEs will be added effective from 1st October 2017 until
                                            30 June 2018. ExS will pay Evotec a total of [****] GBP for these additional [****]
                                            FTEs. This amount will be invoiced monthly in arrears, i.e [****] GBP per month and shall
                                            be payable within 30 days as of the date of invoice.



 


		2.	The Parties hereby agree that for Evotec resources
                                            over and above the [****] FTEs assigned to this Collaboration Agreement, as agreed by the
                                            joint steering committee, ExS will compensate Evotec at a FTE rate of [****] GBP per FTE
                                            per year. The number of incremental FTEs will be calculated on a monthly basis using the
                                            actual hours worked by Evotec as part of this Collaboration Agreement and using a yearly
                                            number of hours per FTE of 1650 for mainland Europe and 1760 for UK, USA and any other non-European
                                            country. This comes into effect from 1st October 2017 and any amount due will be invoiced
                                            monthly in arrears and shall be payable within 30 days as of the date of invoice.



 






    1


     


    

 


		3.	This First Amendment is hereby attached to
                                            and forms part of the Collaboration Agreement, In the event of any Inconsistency between
                                            the provisions of this First Amendment end those contained In the Collaboration Agreement
                                            to which this First, Amendment Is annexed, the provisions of this First Amendment shall govern
                                            and be binding.



 


		4.	The Collaboration Agreement Is hereby Ratified
                                            by the Parties, and the terms and conditions of the Collaboration Agreement as supplemented
                                            by this First Amendment shall remain In full force and effect.



 


In witness of the foregoing, EVOTEC and ExS have
executed the First Amendment as of the date first written above.


 


	Ex Scientia Ltd	 	 
	 	 	 
	 	 	 
	By:	/s/
    Andrew L. Hopkins	 	By:	/s/
    Hima Pilarova
	Name: Andrew L. Hopkins	 	Name: Hima Pilarova
	Title: CEO	 	Title: Executive Accountant
	Date: 4/12/2017	 	Date: 4/12/2017
	 	 	 
	 	 	 
	Evotec International
    GmbH:	 	 
	 	 	 
	 	 	 
	By:
    	/s/
    Dr. C. Dargel	 	By:
    	/s/
    A. Bosler
	Name: Dr. C. Dargel	 	Name: A. Bosler
	Title: EVP Legal	 	Title: SVP Group Accounting
	Date: December 6,
    2017	 	Date: December 6, 2017




 






    2


     


    







 


	Certain
    information in this document, marked by brackets [****],
    has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K under the Securities Act of 1933, as amended, because it
    is both (i) not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed. 


 


Second Amendment to Collaboration Agreement


 


(the “Second Amendment”)


 


Effective Date: 1st October 2018


 


WHERAS; Evotec International GmbH, a company
incorporated under the laws of Germany whose principal office is at Manfred Eigen Campus, Essener Bogen 7, 22419 Hamburg, Germany (“EVOTEC”);
and Exscientia, a Scottish corporation (registration number SC428761) having its principal office at Dundee Incubator, James Linsay
Place, Dundee, DD1 5JJ, United Kingdom (“ExS”) have concluded a Collaboration Agreement effective as of 28th March 2016
(altogether the “Collaboration Agreement”).


 


WHEREAS; EVOTEC and ExS intend to extend the
Collaboration Agreement by this Second Amendment;


 


NOW THEREFORE, IT IS AGREED AS FOLLOWS:


 


		1.	The Parties hereby agree to extend the Program
                                            Term pursuant to Section 10.1 of the Collaboration Agreement by 10 months from 1st
                                            July 2018 until 31st January 2019 to allow the development of
                                            a pre-clinical candidate (the “Extension Term”).



 


		2.	The Parties hereby agree to focus the Program
                                            on the A2a inhibitor, i.e. the A2a selective antagonist compound. A revised Program Plan
                                            for the Extension Term is attached hereto as Exhibit A-2.



 


		3.	The Parties further agree that EVOTEC exercise
                                            its Opt-Out rights pursuant to Section 10.2 of the Collaboration Agreement for any further
                                            project as conducted under the initial Program Plan during the initial Program Term that
                                            is not covered by the revised Program Plan in Exhibit A-2 hereto (the “Opted-Out
                                            Projects”).



 


		4.	ExS will continue the Opted-Out Projects on
                                            the dual A2a-CD73 inhibitor and the CD73 selective inhibitor with minimum EVOTEC 10 FTEs
                                            for one year until 30 June 2019. ExS will pay Evotec a total of [****] GBP/FTE for these
                                            10 FTEs. This amount will be invoiced monthly in arrears, i.e [****] GBP per month and shall
                                            be payable within 30 days as of the date of invoice.



 






    1


     


    







 


		5.	The Parties agree that Section 10.2 (e) of
                                            the Collaboration Agreement shall be amended for the Opted-Out Projects as follows:



 


All Revenue received by Continuing
Party shall be shared equally (50/50) between the Parties except for any upfront payment that shall be shared as per the following formula:


 


A 50/50 split of the upfront Revenues
minus 2x any further Research Costs incurred by or on behalf of either Party for the relevant Opt-Out Project from July 2018 onwards.


 


[Example calculation: ExS invests
a further £1M in CD73 and then enter into a Partnership Agreement for £20M upfront plus milestone royalties. The split would
be (£20m-(2x£1M))/2 = £18M/2 = £9M each to Exscientia and Evotec plus to £2M to Exscienta (ie £9M
upfront to Eotec and £11M to Exscientia). Then all down stream milestone and royalties are sprit equally 50/50.]


 


For clarity, EVOTEC’s share in
the continued Program in the A2a inhibitor as per the revised Program Plan attached hereto as Exhibit A-2 shall remain at 50% pursuant
to Section 4.1 of the Collaboration Agreement.


 


		6.	This Second Amendment is hereby attached to
                                            and form part of the Collaboration Agreement. In the event of any inconsistency between the
                                            provisions of this Second Amendment and those contained in the Collaboration Agreement to
                                            which this Second Amendment is annexed, the provisions of this Second Amendment hall govern
                                            and be binding.



 


		7.	The Collaboration Agreement is hereby ratified
                                            by the Parties and the terms and conditions of the Collaboration Agreement as supplemented
                                            by this Second Amendment shall remain in full force and effect.



 


In witness of the foregoing, EVOTEC and ExS have
executed this Second Amendment as of the date written above.


 


	Exscientia	 	 
	 	 	 
	 	 	 
	By:
    	/s/
    Andrew Hopkins	 	By:
    	/s/
    Mark Swindells
	Name: Andrew Hopkins	 	Name: Mark Swindells
	Title: CEO	 	Title: COO
	Date: 1/10/2018	 	Date: 1/10/2018



 






    2


     


    

 


	Evotec International
    GmbH:	 	 
	 	 	 
	 	 	 
	By:
    	/s/
    Dr. C. Dargel	 	By:
    	/s/
    A. Bosler
	Name: Dr. C. Dargel	 	Name: A. Bosler
	Title: EVP Legal	 	Title: SVP Group Accounting
	Date: October 15, 2018	 	Date: October 15, 2018




 






    3


     


    

 


EXHIBIT A-2


 


Revised Program Plan


 






    4


     


    

 


	Certain
    information in this document, marked by brackets [****],
    has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K under the Securities Act of 1933, as amended, because it
    is both (i) not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed. 


 


Third Amendment to Collaboration Agreement


 


(the “Third Amendment”)


 


Effective Date: 26/10/2018


 


WHERAS; Evotec International GmbH, a company
incorporated under the laws of Germany whose principal office is at Manfred Eigen Campus, Essener Bogen 7, 22419 Hamburg, Germany (“EVOTEC”);
and Exscientia, a Scottish corporation (registration number SC428761) having its principal office at Dundee Incubator, James Linsay
Place, Dundee, DD1 5JJ, United Kingdom (“ExS”) have concluded a Collaboration Agreement effective as of 28th March 2016
(altogether the “Collaboration Agreement”).


 


WHEREAS; EVOTEC and ExS intend to extend the
activities under the Collaboration Agreement by this Third Amendment;


 


NOW THEREFORE, IT IS AGREED AS FOLLOWS:


 


		1.	The Parties have signed a Proposal ZNA75040
                                            between ExS and EVOTEC’s affiliate Aptuit (Verona) Srl as attached hereto as Appendix
                                            1. The work performed under this Proposal is part of ongoing Program on the A2a inhibitor,
                                            i.e. the A2a selective antagonist compound, that is continued under the Collaboration Agreement
                                            as a joint Program.



 


		2.	The Parties agree that all fees due under the
                                            Proposal ZNA75040 (and any related Change Order, as the case may be) shall be [****] between
                                            the Parties. As a consequence EVOTEC will invoice ExS [****]% of the fees stated in the Proposal
                                            ZNA75040 (and related Change Orders) and contribute the remaining [****]% itself.



 


		3.	If there is any inconsistency between the Proposal
                                            ZNA75040 and the Terms and Conditions attached to it and the Collaborations Agreement, the
                                            Collaboration Agreement shall apply instead of the Terms and Conditions



 


		4.	This Third Amendment is hereby attached to
                                            and forms part of the Collaboration Agreement. In the event of any inconsistency between
                                            the provisions of this Third Amendment and those contained in the Collaboration Agreement
                                            to which this Third. Amendment is annexed, the provisions of this Third Amendment shall govern
                                            and be binding.



 






    1


     


    

 





		5.	The Collaboration Agreement is hereby ratified
                                            by the Parties, and the terms and conditions of the Collaboration Agreement as supplemented
                                            by this Third Amendment shall remain in full force and effect.



 


In witness of the foregoing, EVOTEC and ExS have
executed this Third Amendment as of the date written above.


 


	Exscientia	 	 
	 	 	 
	 	 	 
	By:
    	/s/
    M.B. Swindells	 	By:
    	/s/
    Andrew Hopkins
	Name: M.B. Swindells	 	Name: Andrew Hopkins
	Title: C.O.O.	 	Title: CEO
	Date: 17 DEC 2018	 	Date: 17/12/2018
	 	 	 
	 	 	 
	Evotec International
    GmbH:	 	 
	 	 	 
	 	 	 
	By:
    	/s/
    Dr. Mario Polywka	 	By:
    	/s/
    Kamran Bashir
	Name: Dr. Mario Polywka	 	Name: Kamran Bashir
	Title: COO	 	Title: FD (OC)
	Date: 20/12/2018	 	Date: 20/12/2018



 






    2


     


    




 


APPENDIX 1


 


Proposal ZNA75040


 






    3


     


    







 


	Certain
    information in this document, marked by brackets [****],
    has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K under the Securities Act of 1933, as amended, because it
    is both (i) not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed. 


 


Fourth Amendment to Collaboration Agreement


 


(the "Fourth Amendment")


 


Effective Date: 1 January 2019


 


WHEREAS; Evotec International GmbH,
a company incorporated under the laws of Germany whose principal office is at Manfred Eigen Campus, Essener Bogen 7, 22419 Hamburg, Germany
("EVOTEC"); and Exscientia, a Scottish corporation (registration number SC428761) having its principal office at Dundee Incubator,
James Linsey Place, Dundee, DD1 5JJ, United Kingdom ("ExS") have concluded a Collaboration Agreement effective as of 28th March 2016
(altogether the "Collaboration Agreement").


 


WHEREAS; EVOTEC and ExS intend to extend
the Collaboration Agreement by this Fourth Amendment;


 


NOW THEREFORE, IT IS AGREED AS
FOLLOWS:


 


		1.	The
                                            Parties hereby agree to further extend the Program Term pursuant to Section 10.1 of
                                            the Collaboration Agreement until December 2019 (the "2nd Extension Term").



 


		2.	The
                                            Parties hereby agree to EVOTEC Opting back in, from 1st January 2019, with respect to
                                            the dual Ala-CD73 inhibitor and the CD73 selective inhibitor, reverting to what was stated
                                            in the 2nd Amendment with effect from 1st January 2019. Therefore and for the avoidance
                                            of doubt, all projects covering the A2a inhibitor and the dual A2a-CD73 inhibitor and the
                                            CD73 selective inhibitor will again form part of the Collaboration Agreement.



 


		3.	The
                                            Parties hereby agree that for Evotec resources over and above the 10 FTEs assigned to this
                                            Collaboration Agreement, as agreed by the joint steering committee, ExS will compensate Evotec
                                            at an FTE rate of [****] GBP per FTE per year. The number of incremental FTEs will be calculated
                                            on a monthly basis using the actual hours worked by Evotec as part of this Collaboration
                                            Agreement and using a yearly number of hours per FTE of 1650. This comes into effect from
                                            1st January 2019 and any amount due will be invoiced monthly in arrears and shall be
                                            payable within 30 days as of the date of invoice. For the avoidance of doubt, any amount
                                            due for services provided by Evotec for the previously Opted-Out Projects (as defined in
                                            the Second Amendment) between 1st July 2018 and 31st December 2018 will be invoiced
                                            and paid as agreed in the Second Amendment.



 






    1


     


    

 


		4.	The
                                            Parties agree that Section 10.2 (e) of the Collaboration Agreement shall be amended
                                            for the previously Opted-Out Projects, as described in the Second Amendment, but now under
                                            the following guidelines:



 


All Revenue received by Continuing
Party shall be shared equally (50/50) between the Parties except for any upfront payment that shall be shared as per the following formular:


 


A 50/50 split of the upfront Revenues
minus 1x any further Research Costs incurred by or on behalf of either Party for the previously relevant Opt-Out Project from July 2018
till December 2018.


 


[Example
calculation: ExS invests a further £1M in CD73 and then
enters into a Partnership Agreement for £2OM upfront plus milestone
and royalties. The split would be (£20m-(1x£1M) = £19M/2 = £9.5M each to Exscientia and Evotec plus to £1M
to Exscienta (ie £9.5M upfront to Evotec and £10.5M to Exscientia). Then all downstream milestone and royalties are split
equally 50/50.]


 


For clarity, EVOTEC's share in the
continued Program on the A2a inhibitor shall remain at 50% pursuant to Section 4.1 of the Collaboration Agreement.


 


		5.	This
                                            Fourth Amendment is hereby attached to and forms part of the Collaboration Agreement. In
                                            the event of any inconsistency between the provisions of this Fourth Amendment and those
                                            contained in the Collaboration Agreement to which this Fourth. Amendment is annexed, the
                                            provisions of this Fourth Amendment shall govern and be binding.



 


		6.	The
                                            Collaboration Agreement is hereby ratified by the Parties, and the terms and conditions of
                                            the Collaboration Agreement as supplemented by this Fourth Amendment shall remain in full
                                            force and effect.



 






    2


     


    







 


In witness of the foregoing, EVOTEC and
ExS have executed this Second Amendment as of the date written above.


 


	Exscientia Ltd.	 	 
	 	 	 
	 	 	 
	By: 	/s/
    Andrew L. Hopkins	 	By:	/s/
    G. Egorov
	Name:	Andrew L. Hopkins	 	Name:	G. Egorov
	Title:	CEO	 	Title:	CFO
	Date:	20/12/2018	 	Date:	20/12/2018
	 	 	 
	 	 	 
	Evotec International GmbH:	 	 
	 	 	 
	 	 	 
	By:	/s/
    Dr. C. Dargel	 	By:	/s/
    A. Bosler
	Name:	Dr. C. Dargel	 	Name:	A. Bosler
	Title:	EVP Legal	 	Title:	SVP Group Accounting
	Date:	December 20, 2018	 	Date:	December 20, 2018



 






    3


     


    

 





	Certain
    information in this document, marked by brackets [****],
    has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K under the Securities Act of 1933, as amended, because it
    is both (i) not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed.


 


Fifth Amendment to Collaboration Agreement


 


(the “Fifth Amendment”)


 


Effective Date: January 1st,
2020


 


WHERAS; Evotec International GmbH, a company
incorporated under the laws of Germany whose principal office is at Manfred Eigen Campus, Essener Bogen 7, 22419 Hamburg, Germany (“EVOTEC”);
and Exscientia, a Scottish company (registration number SC428761) having its principal office at Dundee One, River Court, 5 West
Victoria Dock Road, Dundee, DD1 3JT, United Kingdom (“ExS”) have concluded collaboration agreement effective as of 28th March 2016
and which has been amended from time to time (together with its amendments) altogether the “Collaboration Agreement”).


 


WHEREAS; EVOTEC and ExS wish to extend the Collaboration
Agreement by this Fifth Amendment;


 


NOW THEREFORE, IT IS AGREED AS FOLLOWS:


 


		1.	The Parties hereby agree to further extend
                                            the Program Term pursuant to Section 10.1 of the Collaboration Agreement until
                                            31 December 2021 (the “3rd Extension Term”). This extension and
                                            the terms hereof shall be effective as of 1st January 2020 notwithstanding
                                            the date or dates hereof.



 


		2.	The Parties hereby agree to focus the Program
                                            solely on the A2a inhibitor, i.e. the A2a selective antagonist compound.



 


		3.	For any work performed on the A2a inhibitor
                                            program in January 2020 Evotec will cover [****] FTE assigned to the Collaboration and
                                            for any Evotec resources over and above the [****] FTEs, as agreed by the joint steering
                                            committee, ExS will compensate Evotec at a FTE rate of [****] GBP per FTE per year.
                                            The number of incremental FTEs will be calculated on a monthly basis using the actual hours
                                            worked by Evotec as part of this Collaboration Agreement and using a yearly number of hours
                                            per FTE of 1650. ExS shall not be obliged to compensate Evotec for any work performed on
                                            the A2a inhibitor program in February and March 2020.



 






    1


     


    




 


		4.	From 1st April 2020 Evotec
                                            and ExS will share all Research Costs for the A2a inhibitor program 50/50, including without
                                            limitation any Evotec resources assigned to the program, as agreed by the joint steering
                                            committee, at a FTE rate of [****] GBP per FTE per year using a yearly number of hours per
                                            FTE of 1650. The amounts due will be invoiced monthly in arrears and shall be payable within
                                            30 days as of the date of invoice.



 


		5.	The Parties further agree that both Parties
                                            hereby jointly exercise their Opt-Out rights pursuant to Section 10.2 of the Collaboration
                                            Agreement for any further project as conducted under the initial Program Plan during the
                                            initial Program Term and any extension thereto that is not covered by the revised Program
                                            Plan in Exhibit A-2 hereto, i.e. the dual A2a-CD73 inhibitor and the CD73 inhibitor
                                            (the “Opted-Out Projects”).



 


		6.	The Parties agree that for the Opted-Out Projects
                                            the Agreement shall not terminate but Section 10.2 of the Collaboration Agreement shall
                                            continue to apply amended as follows:



 


Neither Party shall continue the Opted-Out
Project without notification to the other Party.


 


Program IP related to the Opted-Out
Projects shall remain jointly owned by the Parties.


 


Each Party shall neither use the Program
IP related to the Opted-Out Projects for any purpose nor make such Program IP available to a Third Party or negotiate Partnership Agreements
without the other Party’s prior written consent, not to be unreasonably withheld.


 


Notwithstanding the foregoing, neither
Party shall be restricted on any activities with regard to CD73 to the extent it does not use any Program IP.


 


In case, a Party elects to continue
one (or more) of the Opted-Out Projects it shall notify the other Party. Upon written consent of such other Party, Section 10.2
shall continue to apply as set out in the Agreement.


 


For clarity, each Party’s share
in the continued Program on the A2a inhibitor shall remain at 50% pursuant to Section 4.1 of the Collaboration Agreement.


 


		7.	This Fifth Amendment is hereby attached to
                                            and forms part of the Collaboration Agreement. In the event of any inconsistency between
                                            the provisions of this Fifth Amendment and those contained in the Collaboration Agreement
                                            to which this Fifth Amendment is annexed, the provisions of this Fifth Amendment shall govern
                                            and be binding.



 






    2


     


    




 


		8.	The Collaboration Agreement is hereby ratified
                                            by the Parties, and the terms and conditions of the Collaboration Agreement as supplemented
                                            by this Fifth Amendment shall remain in full force and effect.



 


In witness of the foregoing, EVOTEC and ExS have
executed this Fifth Amendment as of the date written above.


 


	Exscientia Ltd	 	 
	 	 	 
	 	 	 
	By:
    	/s/
    M.B. Swindells	 	By:
    	/s/
    David J. Hallett
	Name:	M.B. Swindells	 	Name:	David J. Hallett
	Title:	CC0	 	Title:	COO
	Date:	13 June 2020	 	Date:	12-6-2020
	 	 	 
	 	 	 
	Evotec International
    GmbH:	 	 
	 	 	 
	 	 	 
	By:	 	 	By:	 
	Name:	 	Name:
	Title:	 	Title:
	Date:	 	Date:



 






    3


     


    




 


	Certain
    information in this document, marked by brackets [****],
    has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K under the Securities Act of 1933, as amended, because it
    is both (i) not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed. 


 


Sixth Amendment to Collaboration Agreement


 


(the “Sixth Amendment”)


 


Effective Date: 15 April 2021


 


WHEREAS; Evotec International GmbH, a
company incorporated under the Iaws of Germany whose principal office is at Manfred Eigen Campus, Essener Bogen 7, 22419 Hamburg, Germany
("EVOTEC"); and Exscientia, a Scottish company (registration number SC428761) having its registered office at Dundee
One, River Court, 5 West Victoria Dock Road, Dundee, DD1 3JT, United Kingdom (“ExS”) have concluded a collaboration agreement
effective as of 28th March 2016 and which has been amended from time to time, together with its amendments, the “Collaboration
Agreement”).


 


WHEREAS; EVOTEC and ExS wish to amend the Collaboration
Agreement by this Sixth Amendment.


 


NOW THEREFORE, IT IS AGREED AS FOLLOWS:


 


		1.	Capitalised terms used, but not defined, in
                                            this Sixth Amendment have the meaning given to them in the Collaboration Agreement.



 


		2.	The Parties agree not to extend the Program
                                            Term and agree that whilst the term of the Agreement still subsists. The initial Program
                                            Plan is hereby terminated.



 


		3.	The Parties hereby agree that Evotec exercises
                                            its Opt-Out rights pursuant to Section 10.2 of the Agreement in respect of the A2a inhibitor,
                                            i.e. the A2a selective antagonist compound (“A2a”). For the avoidance of doubt,
                                            ExS is the Continuing Party in respect of A2a.



 


		4.	The Parties further agree that section 10.2(e) of
                                            the Agreement (as previously amended by the Fourth Amendment to the Agreement) be further
                                            amended in respect of A2a (in relation to which Evotec is opting-out pursuant to this Sixth
                                            Amendment) such that all Revenue sharing under clause 4.1(b) of the Collaboration Agreement
                                            be amended in accordance with the below table as regards A2a:



 


	Trigger
    event	ExS
    Revenue

    Share	Evotec
    Revenue

    Share
	Start
    of clinical trial in healthy volunteers (Phase 1a)	[****]	[****]
	Publication
    of headline results (e.g. PR) from Phase 1a study	[****]	[****]
	Dosing
    of 5th patient in first efficacy study (Phase 1b/2a)	[****]	[****]
	Publication
    of headline results (e.g. PR) from Phase 1b/2a	[****]	[****]
	Dosing
    of 5th patient in a registrational study	[****]	[****]


 






    1.


     


    

 


		5.	This Sixth Amendment is hereby attached to
                                            and forms part of the Collaboration Agreement. In the event of any inconsistency between
                                            the provisions of this Sixth Amendment and those contained in the Collaboration Agreement
                                            to which this Sixth Amendment is annexed, the provisions of this Sixth Amendment shall govern
                                            and be binding.



 


		6.	The Collaboration Agreement is hereby ratified
                                            by the Parties, and the terms and conditions of the Collaboration Agreement as supplemented
                                            by this Sixth Amendment shall remain in full force and effect.



 


In witness of the foregoing, EVOTEC and ExS have
executed this Sixth Amendment as of the date written above.


 


	Exscientia Ltd	 	 
	 	 	 
	 	 	 
	By:	/s/
    Ben Taylor	 	By:
    	/s/
    David Hallett
	Name:
    	Ben
    Taylor	 	Name:
    	David
    Hallett
	Title:
    	CFO	 	Title:
    	COO
	Date:
    	4/18/2021	 	Date:
    	4/20/2021
	 	 	 
	 	 	 
	Evotec International
    GmbH	 	 
	 	 	 
	 	 	 
	By:
    	/s/
    Enno Spillner	 	By:
    	/s/
    Christian Dargel
	Name:
    	Enno
    Spillner	 	Name:
    	Christian
    Dargel
	Title:
    	CFO	 	Title:
    	EVP
    Legal & Compliance
	Date:
    	4/16/2021	 	Date:
    	4/15/2021



 






    2.