Common use of Nomination Process Clause in Contracts

Nomination Process. 5.3.1 The Dataroom shall be available to GSK for a period of [***] from the Effective Date, except as may be extended as provided in this Agreement (the “Dataroom Period”). The same information as provided in the Dataroom shall also be available to all partners, licensees and potential licensees of Immunocore. Immunocore warrants that, as of the Effective Date the same information has been, and for the Dataroom Period will be, provided to GSK in the Dataroom in relation to Targets as has been or will be provided to other potential licensees and partners of Immunocore (each an “Entity”) who have been granted access or will be granted access to the Dataroom as of the Effective Date or during the Dataroom Period (excluding any information relating to Targets which have been exclusively licensed to any 5.3.4). Immunocore may add further Targets to the Dataroom in its absolute discretion. 5.3.2 Except for the Initial Target, GSK shall nominate a Target or HLA by providing notice in writing in the form set out in Schedule 8 to Immunocore (the “Nomination Notice”). The Nomination Notice shall specify either (a) the Target being nominated together with the HLA allele to which any Compound direct ed at the Target should first be developed; or (b) the new HLA allele to which any Compound should be directed for a Nominated Target that is the subject of a pre-existing Target Program. Immunocore shall have [***] from receipt of Nomination Notice to accept or reject the Nomination Notice by signing and returning a completed Nomination Notice to GSK; provided that a Nomination Notice may only be rejected in accordance with Section 5.3.4 below and shall be accepted by Immunocore under all other circumstances. The Nomination Date for the

Nomination Process. 5.3.1 5.3.1. The Dataroom shall be available to GSK for a period the Dataroom Period and GSK shall be required to select the fifth (5th) Target (if applicable) prior to expiry of [***] from the Effective Date, except as may be extended as provided in this Agreement (the “Dataroom Period”). The same information as provided in the Dataroom shall also be available to all partners, licensees and potential licensees of ImmunocoreAdaptimmune. Immunocore Adaptimmune warrants that, as of the Effective Date the same information has been, and for the Dataroom Period will be, provided to GSK in the Dataroom in relation to Targets as has been or will be provided to other potential licensees and partners of Immunocore Adaptimmune (each an “Entity”) who have been granted access or will be granted access to the Dataroom as of the Effective Date or during the Dataroom Period (excluding any information relating to Targets which have been exclusively licensed to any Third Party prior to the Effective Date or which have been removed under Section 5.3.4). Immunocore Adaptimmune may add further Targets to the Dataroom in its absolute discretion. For clarity there shall be no obligation on Adaptimmune to add any Targets to the Dataroom where such Targets have been provided by any Third Party and such Third Party has not consented to inclusion of the Targets within the Dataroom. 5.3.2 5.3.2. Except for the Initial Target, GSK shall nominate a Target or HLA by providing notice in writing in the form set out in Schedule 8 to Immunocore Adaptimmune (the “Nomination Notice”). The Nomination Notice shall specify either (a) the Target being nominated together with the HLA allele to which any Compound direct ed Therapy directed at the Target should first be developed; or (b) the new HLA allele to which any Compound Therapy should be directed for a Nominated Target that is the subject of a pre-existing Target Program. Immunocore Adaptimmune shall have [***] five (5) Business Days from receipt of Nomination Notice to accept or reject the Nomination Notice by signing and returning a completed Nomination Notice to GSK; provided that a Nomination Notice may only be rejected in accordance with Section 5.3.4 below and shall be accepted by Immunocore Adaptimmune under all other circumstances. The Nomination Date for thethe Initial Target shall be the Effective Date. Date of acceptance of a Nomination Notice by Adaptimmune under this Section 5.3.2 shall constitute the Nomination Date in relation to all other Targets and HLAs notified under this Section 5.3.2. 5.3.3. Upon the Nomination Date, Adaptimmune shall immediately remove the Nominated Target from the Dataroom (if such Target is in the Dataroom), and thereafter, Adaptimmune shall not (a) work on or further develop any Therapy to the Nominated Target, including any HLA alleles associated with such Nominated Target except as provided in this Agreement; (b) license or collaborate with any Third Party in relation to the development of any Therapy to the Nominated Target; or (c) otherwise make available such Nominated Target to any Third Party for development of a Therapy to such Nominated Target. Adaptimmune warrants that all information regarding the Initial Target has been removed from the Dataroom on or before the Effective Date, and the Parties agree that the foregoing sentence applies to the Initial Target as of the Effective Date. ***Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. 5.3.4. Adaptimmune may remove Targets from the Dataroom in its sole discretion at any time prior to receipt of a Nomination Notice, and may reject a Nomination Notice that names a Target, if (a) there is no freedom to operate with respect to such Target or TCR sequence meaning that use of such Target or TCR sequence would infringe the rights of a Third Party, (b) Adaptimmune has an agreement in principle to grant a licence to a Third Party as evidenced by the *** and the Third Party *** , (c) Adaptimmune has selected the Target to be the subject of an internal program as can be evidenced by *** or in relation to which research work has actually started within Adaptimmune, in each case prior to the receipt of the Nomination Notice, or (d) Adaptimmune has agreed binding terms in relation to such Target with a Third Party. Any Target removed from the Dataroom or named in a Nomination Notice rejected by Adaptimmune in accordance with this Section 5.3.4 shall be deemed an “Invalid Target”. Adaptimmune shall not be liable for any claim by GSK arising out of removal of a Target from the Dataroom by Adaptimmune prior to receipt of a Nomination Notice. Any Nomination Notice received in relation to an Invalid Target shall be deemed rejected and Adaptimmune shall remove the Invalid Target from the Dataroom if not previously removed. GSK shall have the right to nominate a replacement Target (each, a “Replacement Target”) in lieu of the Invalid Target in the same manner as described in Section 5.3.2 until the later of either (i) expiration of the Dataroom Period, or (ii) six (6) months from GSK’s receipt of notice that a Nominated Target is an Invalid Target. For clarity, GSK may continue to nominate Replacement Targets under the terms of this Agreement when and if previously nominated Replacement Targets are deemed Invalid Targets and subject to the maximum of five (5) Target Programs under Section 5.1. 5.3.5. With respect to any Invalid Target described in Section 5.3.4(a) above, Adaptimmune agrees not to (a) work on or further develop any Therapy to the Invalid Target, including any of its HLA alleles associated with such Invalid Target; or (b) licence or collaborate with any Third Party in relation to the development of any Therapy to the Invalid Target, including any HLA alleles associated with such Invalid Target, in each case, for a period commencing on the date that the Nomination Notice specifying such Invalid Target was deemed invalid in accordance with Section 5.3.4(a) (or as relevant the date a Target is removed from the Dataroom), and ending on the latest to occur of either (i) *** from such date; or (ii) the *** of the Effective Date, in each case subject to Section 5.3.6 below. 5.3.6. Where any Invalid Target, with respect to which Adaptimmune rejected a Nomination Notice from GSK, subsequently becomes available for licence to GSK or any other Entity, Adaptimmune shall provide prompt written notice to the first Entity in time (which for purposes of this Section 5.3.6 includes GSK) that (a) previously nominated such Target; and (b) has any further right to request a licence to such Target. That Entity shall then have a thirty (30) day period to nominate the now available Target in accordance with the terms agreed between Adaptimmune and such Entity. After expiration of such thirty (30) day period, Adaptimmune shall offer the now available Target to the next ***Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. Entity in time that previously requested such Target and that Entity shall then have thirty (30) days to nominate the now available Target. This procedure shall continue for the next Entity in time using the same procedure as set out in this Section 5.3.6 until the earlier of an Entity taking a licence to such now available Target or all entities rejecting such Target. 5.3.7. Where any Nominated Target is accepted by Adaptimmune (excluding the Initial Target), the JSC shall have sixty (60) days (or such other reasonable period as may be necessary) after the Nomination Date to develop and approve the Development Plan for the applicable Target Program or HLA Program, and promptly thereafter Adaptimmune shall commence the work set forth in the Development Plan; provided, that Adaptimmune shall have no obligation to commence work under an agreed Development Plan until the earlier of (a) the *** of work under a Development Plan for the most recently agreed and active Collaboration Program; or (b) the date on which Adaptimmune has *** . For the avoidance of doubt, the foregoing *** shall not apply to the conduct of the Initial Target Program, the Research Pool Program or the Second Target Program. 5.3.8. Notwithstanding the foregoing, Adaptimmune shall use Commercially Reasonable Efforts to conduct on-going Target validation work in accordance with its then current business plans in order to add new Targets to the Dataroom during the Dataroom Period. During the Dataroom Period Adaptimmune shall report to the JSC at each JSC meeting as to its progress with on-going Target validation work and the total number of Targets in the Dataroom at such time, and shall notify the JSC where any new Target is added to the Dataroom. This Section 5.3.8 shall not require Adaptimmune to provide any sequence information or any other additional information other than the type of information as is provided for other Targets in the Dataroom. 5.3.9. Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. 5.3.10. In addition to GSK’s right to nominate a Target in accordance with Section 5.3.2 above, GSK shall also have the right to ask Adaptimmune to remove no more than one Target at a time from the Dataroom to allow GSK to conduct preliminary diligence on such Target for a period not to exceed sixty (60) days. Such request shall be made in writing and shall specify the relevant Target (“Pre-diligence Notice”). During the period of sixty (60) days from receipt of the Pre-diligence Notice, the provisions of (i) Section 5.3.3 shall apply to the notified Target and Adaptimmune shall remove such Target from the Dataroom, and (ii) Adaptimmune agrees not to licence or collaborate with any Third Party in relation to the development of any Therapy to the applicable Target, including any HLA alleles associated with such Target. The Pre-diligence Notice shall also be subject to Section 5.3.4 (as if the Target named in the Pre-diligence Notice was a Target named in a Nomination Notice) and GSK will be entitled to issue a Pre-diligence Notice in respect of a different Target should Section 5.3.4 apply. For clarity, Section 5.3.5 and Section 5.3.6 shall not apply to any Target specified in a Pre-diligence Notice, and preliminary diligence on any Target shall not include any right for GSK to research or develop any Engineered TCR to the applicable Target selected for preliminary diligence by GSK.

Nomination Process. 5.3.1 5.3.1. The Dataroom shall be available to GSK for a period the Dataroom Period and GSK shall be required to select the fifth (5th) Target (if applicable) prior to expiry of [***] from the Effective Date, except as may be extended as provided in this Agreement (the “Dataroom Period”). The same information as provided in the Dataroom shall also be available to all partners, licensees and potential licensees of ImmunocoreAdaptimmune. Immunocore Adaptimmune warrants that, as of the Effective Date the same information has been, and for the Dataroom Period will be, provided to GSK in the Dataroom in relation to Targets as has been or will be provided to other potential licensees and partners of Immunocore Adaptimmune (each an “Entity”) who have been granted access or will be granted access to the Dataroom as of the Effective Date or during the Dataroom Period (excluding any information relating to Targets which have been exclusively licensed to any Third Party prior to the Effective Date or which have been removed under Section 5.3.4). Immunocore Adaptimmune may add further Targets to the Dataroom in its absolute discretion. For clarity there shall be no obligation on Adaptimmune to add any Targets to the Dataroom where such Targets have been provided by any Third Party and such Third Party has not consented to inclusion of the Targets within the Dataroom. 5.3.2 5.3.2. Except for the Initial Target, GSK shall nominate a Target or HLA by providing notice in writing in the form set out in Schedule 8 to Immunocore Adaptimmune (the “Nomination Notice”). The Nomination Notice shall specify either (a) the Target being nominated together with the HLA allele to which any Compound direct ed Therapy directed at the Target should first be developed; or (b) the new HLA allele to which any Compound Therapy should be directed for a Nominated Target that is the subject of a pre-existing Target Program. Immunocore Adaptimmune shall have [***] five (5) Business Days from receipt of Nomination Notice to accept or reject the Nomination Notice by signing and returning a completed Nomination Notice to GSK; provided that a Nomination Notice may only be rejected in accordance with Section 5.3.4 below and shall be accepted by Immunocore Adaptimmune under all other circumstances. The Nomination Date for thethe Initial Target shall be the Effective Date. Date of acceptance of a Nomination Notice by Adaptimmune under this Section 5.3.2 shall constitute the Nomination Date in relation to all other Targets and HLAs notified under this Section 5.3.2. 5.3.3. Upon the Nomination Date, Adaptimmune shall immediately remove the Nominated Target from the Dataroom (if such Target is in the Dataroom), and thereafter, Adaptimmune shall not (a) work on or further develop any Therapy to the Nominated Target, including any HLA alleles associated with such Nominated Target except as provided in this Agreement; (b) license or collaborate with any Third Party in relation to the development of any Therapy to the Nominated Target; or (c) otherwise make available such Nominated Target to any Third Party for development of a Therapy to such Nominated Target. Adaptimmune warrants that all information regarding the Initial Target has been removed from the Dataroom on or before the Effective Date, and the Parties agree that the foregoing sentence applies to the Initial Target as of the Effective Date. ***Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. 5.3.4. Adaptimmune may remove Targets from the Dataroom in its sole discretion at any time prior to receipt of a Nomination Notice, and may reject a Nomination Notice that names a Target, if (a) there is no freedom to operate with respect to such Target or TCR sequence meaning that use of such Target or TCR sequence would infringe the rights of a Third Party, (b) Adaptimmune has an agreement in principle to grant a licence to a Third Party as evidenced by the *** and the Third Party *** , (c) Adaptimmune has selected the Target to be the subject of an internal program as can be evidenced by *** or in relation to which research work has actually started within Adaptimmune, in each case prior to the receipt of the Nomination Notice, or (d) Adaptimmune has agreed binding terms in relation to such Target with a Third Party. Any Target removed from the Dataroom or named in a Nomination Notice rejected by Adaptimmune in accordance with this Section 5.3.4 shall be deemed an “Invalid Target”. Adaptimmune shall not be liable for any claim by GSK arising out of removal of a Target from the Dataroom by Adaptimmune prior to receipt of a Nomination Notice. Any Nomination Notice received in relation to an Invalid Target shall be deemed rejected and Adaptimmune shall remove the Invalid Target from the Dataroom if not previously removed. GSK shall have the right to nominate a replacement Target (each, a “Replacement Target”) in lieu of the Invalid Target in the same manner as described in Section 5.3.2 until the later of either (i) expiration of the Dataroom Period, or (ii) six (6) months from GSK’s receipt of notice that a Nominated Target is an Invalid Target. For clarity, GSK may continue to nominate Replacement Targets under the terms of this Agreement when and if previously nominated Replacement Targets are deemed Invalid Targets and subject to the maximum of five (5) Target Programs under Section 5.1. 5.3.5. With respect to any Invalid Target described in Section 5.3.4(a) above, Adaptimmune agrees not to (a) work on or further develop any Therapy to the Invalid Target, including any of its HLA alleles associated with such Invalid Target; or (b) licence or collaborate with any Third Party in relation to the development of any Therapy to the Invalid Target, including any HLA alleles associated with such Invalid Target, in each case, for a period commencing on the date that the Nomination Notice specifying such Invalid Target was deemed invalid in accordance with Section 5.3.4(a) (or as relevant the date a Target is removed from the Dataroom), and ending on the latest to occur of either (i) *** from such date; or (ii) the *** of the Effective Date, in each case subject to Section 5.3.6 below. 5.3.6. Where any Invalid Target, with respect to which Adaptimmune rejected a Nomination Notice from GSK, subsequently becomes available for licence to GSK or any other Entity, Adaptimmune shall provide prompt written notice to the first Entity in time (which for purposes of this Section 5.3.6 includes GSK) that (a) previously nominated such Target; and (b) has any further right to request a licence to such Target. That Entity shall then have a thirty (30) day period to nominate the now available Target in accordance with the terms agreed between Adaptimmune and such Entity. After expiration of such thirty (30) day period, Adaptimmune shall offer the now available Target to the next ***Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. Entity in time that previously requested such Target and that Entity shall then have thirty (30) days to nominate the now available Target. This procedure shall continue for the next Entity in time using the same procedure as set out in this Section 5.3.6 until the earlier of an Entity taking a licence to such now available Target or all entities rejecting such Target. 5.3.7. Where any Nominated Target is accepted by Adaptimmune (excluding the Initial Target), the JSC shall have sixty (60) days (or such other reasonable period as may be necessary) after the Nomination Date to develop and approve the Development Plan for the applicable Target Program or HLA Program, and promptly thereafter Adaptimmune shall commence the work set forth in the Development Plan; provided, that Adaptimmune shall have no obligation to commence work under an agreed Development Plan until the earlier of (a) the *** of work under a Development Plan for the most recently agreed and active Collaboration Program; or (b) the date on which Adaptimmune has *** . For the avoidance of doubt, the foregoing *** shall not apply to the conduct of the Initial Target Program, the Research Pool Program or the Second Target Program. 5.3.8. Notwithstanding the foregoing, Adaptimmune shall use Commercially Reasonable Efforts to conduct on-going Target validation work in accordance with its then current business plans in order to add new Targets to the Dataroom during the Dataroom Period. During the Dataroom Period Adaptimmune shall report to the JSC at each JSC meeting as to its progress with on-going Target validation work and the total number of Targets in the Dataroom at such time, and shall notify the JSC where any new Target is added to the Dataroom. This Section 5.3.8 shall not require Adaptimmune to provide any sequence information or any other additional information other than the type of information as is provided for other Targets in the Dataroom. 5.3.9. In the event that GSK believes on reasonable grounds that the number of Targets within the Dataroom which are capable of meeting the ‘Lead Candidate Criteria - Target nomination’ criteria under Section A of Exhibit A is materially limited due to lack of Target validation activities by Adaptimmune or removal of Targets by Adaptimmune or a Third Party as a result of either (i) a merger or acquisition event of Adaptimmune, (ii) a collaboration agreement with a Third Party or (iii) Adaptimmune’s own business plans, then GSK may request in writing that Adaptimmune assess Targets other than those in the Dataroom. Written request from GSK shall include all relevant details relating to the Target as may be available to GSK as at the relevant time and the reason why assessment of Targets other than those in the Dataroom is being required. Adaptimmune will carry out validation of any Targets notified by GSK to assess whether those Targets meet the ‘Lead Candidate Criteria - Target nomination’ criteria under Section A of Exhibit A. Such validation shall include validation work equivalent to that carried out by Adaptimmune in relation to the Targets listed in the Dataroom and as agreed by the Parties in a project plan (“Validation Plan”). *** . Following performance of the Validation Plan, GSK may nominate any Target subject to a Validation Plan in accordance with Section 5.3 (excluding Section 5.3.1) and the remaining terms of this Agreement shall apply to such Target as if it were a Target from the Dataroom. Adaptimmune may withhold its consent to carrying out any Validation Plan in relation to any Target requested by GSK under this Section 5.3.9 where the provisions of Sections 5.3.4(a)-(d) apply as at the date on which Adaptimmune receives notice of the Target under this Section from GSK. GSK shall have the right to require assessment of a replacement Target in relation to any Target rejected by Adaptimmune for the reasons provided in Sections 5.3.4(a)-(d). No Target nominated by GSK under this Section 5.3.9 will be added to the Dataroom by Adaptimmune. ***Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. GSK shall only be entitled to request assessment of a maximum of *** Targets under this Section 5.3.9 for each of the ***, *** or *** Targets which remain to be nominated by GSK under Section 5.1. Nothing in this Section 5.3.9 shall extend the number of Targets which can be nominated by GSK under this Agreement. For the avoidance of doubt, if GSK nominates a Target for validation within the Dataroom Period, then GSK shall have the right to nominate such Target upon completion of the validation work by Adaptimmune, regardless of whether such work is completed prior to the expiry of the Dataroom Period. Performance of any Validation Plan shall be subject to Section 5.3.7 as if such Validation Plan was a Development Plan. Notwithstanding the foregoing, nothing in this Section 5.3.9 shall prohibit GSK from discussing assessment of non-validated Targets with Adaptimmune in the absence of the conditions set forth in the first sentence of this Section 5.3.9; provided that where the Parties agree to proceed with such assessment, the Parties will negotiate in good faith the terms which would apply to such assessment including responsibilities of each Party and time, cost and resource allocations required of each Party. 5.3.10. In addition to GSK’s right to nominate a Target in accordance with Section 5.3.2 above, GSK shall also have the right to ask Adaptimmune to remove no more than one Target at a time from the Dataroom to allow GSK to conduct preliminary diligence on such Target for a period not to exceed sixty (60) days. Such request shall be made in writing and shall specify the relevant Target (“Pre-diligence Notice”). During the period of sixty (60) days from receipt of the Pre-diligence Notice, the provisions of (i) Section 5.3.3 shall apply to the notified Target and Adaptimmune shall remove such Target from the Dataroom, and (ii) Adaptimmune agrees not to licence or collaborate with any Third Party in relation to the development of any Therapy to the applicable Target, including any HLA alleles associated with such Target. The Pre-diligence Notice shall also be subject to Section 5.3.4 (as if the Target named in the Pre-diligence Notice was a Target named in a Nomination Notice) and GSK will be entitled to issue a Pre-diligence Notice in respect of a different Target should Section 5.3.4 apply. For clarity, Section 5.3.5 and Section 5.3.6 shall not apply to any Target specified in a Pre-diligence Notice, and preliminary diligence on any Target shall not include any right for GSK to research or develop any Engineered TCR to the applicable Target selected for preliminary diligence by GSK.