Common use of License to Immunocore Clause in Contracts

License to Immunocore. (a) GNE hereby grants to Immunocore a non-exclusive, royalty-free, fully paid-up, worldwide license, with the right to sublicense to Third Party Sublicensees, under GNE’s rights in the GNE Improvement IP and GNE Foreground IP for the purpose of making, having made, selling, supplying, using and importing ImmTACs (or products comprising ImmTACs) to any Target other than the Exclusive Targets (the “Grantback License”). For clarity, such license does not include any right to manufacture, sell, supply, use or import any products which contain GNE’s CD3 Effector (including anti-CD3 antibodies, antigen-binding fragments thereof and other derivatives and variants). (b) GNE hereby also grants to Immunocore and its Third Party Sublicensees the right to negotiate with GNE the terms under which GNE may grant Immunocore or its Third Party Sublicensees (as applicable) a non-exclusive, non-sublicensable, royalty bearing, license under the issued Patents within the Manufacturing IP, such license to be limited to only those rights necessary to make and use a Compound incorporated in a product comprising an ImmTac (the “Manufacturing License”). Immunocore and its Third Party Sublicensees may exercise such right to negotiate at any time during the Term, by providing written notice to GNE thereof, such notice to identify (i) the Compounds to be covered; (ii) the Manufacturing IP to be licensed; and (iii) the countries in which such Compound is to be manufactured and/or sold. Certain confidential information contained in this document, marked by [***], has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. (c) Immunocore or its Third Party Sublicensee (as applicable) will have the right for [***] (or such longer period as mutually agreed) following Immunocore’s or its Third Party Sublicensee’s (as applicable) written notice to GNE under Section 4.5.1(b) to negotiate in good faith with GNE the commercially reasonable terms under which GNE may grant to Immunocore a Manufacturing License. (d) As used herein, “Manufacturing IP” means any issued Patents that Cover the manufacture (including without limitation, processes, expression technology, formulations and assays developed for clinical or commercial manufacturing) of a Compound and which inventions claimed by any such Patent were conceived or reduced to practice solely by GNE in the course of performance by GNE under the Research License or any Research Program. Where reasonably possible, GNE agrees to notify Immunocore of any Manufacturing IP within [***] of issue of any Patent within the Manufacturing IP.

License to Immunocore. (a) GNE Lilly hereby grants to Immunocore a non-exclusive, royalty-free, fully paid-up, worldwide license, with the right to sublicense to the Third Party SublicenseesPartners in accordance with Clause 10.3.1(b) and subject to Clause 10.2.3, under GNE’s rights in the GNE Improvement IP and GNE Lilly Foreground IP for the purpose of making, having made, selling, supplying, using and importing ImmTACs (or products comprising ImmTACs) to any Target other than the Exclusive Selected Targets (the “Grantback License”). For clarity, such license the Grantback License does not include any right to manufacture, sell, supply, use or import under any products which contain GNE’s CD3 Effector (including anti-CD3 antibodies, antigen-binding fragments thereof and other derivatives and variants)Lilly Background IP. (b) GNE Any grant of a sublicense by Immunocore under Clause 10.3.1(a) shall only be granted to a Third Party Partner to the extent that such Third Party Partner has granted to Immunocore substantially similar rights to its equivalent Intellectual Property Rights to those set out in Clause 10.3.1(a) including a right to sublicense such Third Party Intellectual Property Rights to Lilly and such Intellectual Property Rights are sublicensed to Lilly hereunder and Immunocore shall advise Lilly regarding the identity of any such sublicensee (provided Lilly hereby also agrees to keep such notification confidential and that such notification will be held only by Lilly’s legal department and only accessed by such legal department and external legal advisers to Lilly). Where Lilly takes a sublicense under such Third Party Intellectual Property Rights then Immunocore shall be entitled to notify the relevant Third Party Partner (if such notification is required) that Lilly is a sub-licensee and the date it became a sub-licensee, provided such Third Party Partner has agreed in writing to keep such notification confidential and that such notification will be held only by the Third Party Partner’s legal department and only accessed by such legal department and external legal advisers to such Third Party. (c) Lilly hereby grants to Immunocore and its Third Party Sublicensees the right to negotiate with GNE the terms under which GNE may grant Immunocore or its Third Party Sublicensees (as applicable) a non-exclusive, nonroyalty-sublicensablefree, royalty bearingfully paid-up, worldwide license under the issued Patents within Lilly Background IP and the Manufacturing Lilly Foreground IP, such license in each case, as necessary for Immunocore to be limited to only those rights necessary to make perform the Research Plan, any Co-Development Plan and use a Compound incorporated in a product comprising an ImmTac (the “Manufacturing License”)any obligations under any Co-Commercialization Agreement. Immunocore and its Third Party Sublicensees may exercise such right to negotiate at any time during the Term, by providing written notice to GNE thereof, such notice to identify (i) the Compounds to be covered; (ii) the Manufacturing IP to be licensed; and (iii) the countries in which such Compound is to be manufactured and/or sold. Certain confidential information contained in this document, marked by [***], has been omitted because it is both (i) shall not material and (ii) is the type that the registrant treats as private or confidential. (c) Immunocore or its Third Party Sublicensee (as applicable) will have the right for [***] (or to sub-license such longer period as mutually agreed) following Immunocorerights without Lilly’s or its Third Party Sublicensee’s (as applicable) prior written notice to GNE under Section 4.5.1(b) to negotiate in good faith with GNE the commercially reasonable terms under which GNE may grant to Immunocore a Manufacturing Licenseconsent. (d) As used herein, “Manufacturing IP” means Where Immunocore takes over any issued Patents that Cover the manufacture (including without limitation, processes, expression technology, formulations and assays developed for clinical development or commercial manufacturing) of a Compound and which inventions claimed by any such Patent were conceived or reduced to practice solely by GNE in the course of performance by GNE under the Research License or any Research Program. Where reasonably possible, GNE agrees to notify Immunocore commercialization of any Manufacturing Selected Candidate or Product in accordance with Clauses 7.6, 8.3 or 20.8.6, as applicable, Lilly will also grant to Immunocore a non-exclusive worldwide license under Lilly Foreground IP within [***] of issue or Lilly Background IP, to the extent strictly necessary in each case for Immunocore to continue with such development or commercialization of any Patent within Selected Candidate or Product. Such license shall be subject to payment to Lilly of the Manufacturing IPamounts specified in, or otherwise agreed to pursuant to, Clauses 7.6, 8.3 or 20.8.6.