Common use of Warranties and Liability Clause in Contracts

Warranties and Liability. 10.1. Each Party warrants to the other that it has the full right and power to enter into this Deed. Save as explicitly notified to the other Party at the Effective Date, each Party warrants that as at the Effective Date it has not knowingly misappropriated any third party confidential information or knowingly infringed any third party Intellectual Property Right. 10.2. Each Party warrants that save as explicitly otherwise provided in this Deed (a) it has the rights to grant the licences in clause 3 of this Deed; and (b) it has not granted to any third party any option, licence or right of first refusal in relation to the Licensed Patents, Results or Know-How; and (c) it has not assigned, transferred or granted any option to assign or transfer any of its rights in the Licensed Patents, Results or Know-How. 10.3. Both Parties acknowledge that in entering into this Deed they do not do so in reliance on any representation, warranty or other provision except as expressly provided in this Deed and any conditions, warranties or other terms implied by statute or common law are excluded from this Deed to the full extent permitted by law. 10.4. Without limiting the scope of clauses 10.1 to 10.3, neither Party gives any warranty, representation or undertaking: 10.4.1. as to the efficacy, usefulness or quality of the Licensed Patents, Results or Know-How; 10.4.2. that any of the Licensed Patents are or will be valid or subsisting or (in the case of applications) will proceed to grant; or 10.4.3. that the exploitation of any the Licensed Patents, Results or Know-How or the manufacture, Marketing, or use of Licensed Products or products or the exercise of any other rights granted under this Deed will not infringe any Intellectual Property Rights or other rights of any third party. 10.5. Both Parties accept that there is no restriction imposed on the other Party in relation to the independent development of any Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore using TCRs which do not form part of any Project or which are not comprised within the Licensed Patents, Know-How or Results (“New TCRs”). In particular, subject to clause 3, (a) each Party is free to enter into agreements with third parties in relation to development of products comprising New TCRs; (b) each Party is free to enter into any licence in relation to New TCRs; and (c) each Party is free to independently isolate New TCRs for Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore respectively. 10.6. The liability of either Party under this Deed (whether arising for breach or arising in any other way out of the subject matter of this Deed, including whether under contract or tort) will not include any indirect, incidental or consequential damages or loss (including as relevant any indirect loss of profits). 10.7. Nothing in this Deed will operate to limit or exclude the liability of either party for death or personal injury arising from its negligence or for liability for fraud.

Warranties and Liability. 10.1. Each Party 8.1 The Licensor warrants to the other that it Licensee that: the Software has been originally developed by or for the full right Licensor and power to enter into this Deed. Save as explicitly notified to the other Party at the Effective Date, each Party warrants that as at the Effective Date it has not knowingly misappropriated any third party confidential information or knowingly infringed any third party Intellectual Property Right. 10.2. Each Party warrants that save as explicitly otherwise provided in this Deed (a) it has the rights Licensor is entitled to grant the licences rights granted under this Agreement; the Software will in clause 3 all material respects comply with the Licensor's specification current at the date of this Deed; and (b) it supply, when properly Used on the Equipment in accordance with the Documentation. 8.2 The Licensee acknowledges that the Software has not granted been prepared to any third party any option, licence or right of first refusal in relation to meet the Licensed Patents, Results or Know-How; and (c) it has not assigned, transferred or granted any option to assign or transfer any of its rights in the Licensed Patents, Results or Know-HowLicensee's individual requirements. 10.3. Both Parties acknowledge that in entering into this Deed they do 8.3 The Licensor does not do so in reliance on give any representation, warranty or other provision except as expressly provided in this Deed and any conditions, warranties or other terms implied by statute or common law are excluded from this Deed to the full extent permitted by law. 10.4. Without limiting the scope of clauses 10.1 to 10.3, neither Party gives any warranty, representation or undertaking: 10.4.1. undertaking as to the efficacyeffectiveness, usefulness quality or quality fitness for any purpose of the Licensed PatentsSoftware or any Software Material or the Documentation, Results or Know-How;that the Software or any Software Material or the Documentation supplied by the Licensor is free from any defect or error. 10.4.2. that 8.4 The Licensor shall not be liable to the Licensee by reason of any representation or the breach of any implied condition, warranty or other term or any duty at common law or under any statute, or under any express term of this Agreement, for any loss, damages, costs, expenses or other claim for compensation whatsoever, whether occasioned by the negligence of the Licensor, its servants or agents or otherwise, which arises out of or in connection with this Agreement, or which in any way relates to the Software or any Software Material or the Documentation, or their Use by the Licensee, to the extent that: any such claim is for loss of profits, contracts, goodwill or anticipated savings, or for wasted expenditure, or for any indirect, special or consequential loss or damages; b) or the amount of any claim for which the Licensor would otherwise be liable exceeds the total amounts paid by the Licensee. 8.5 Notwithstanding any of the Licensed Patents are provisions of cl 6, the Licensor shall have no liability for the performance, Use or will be valid or subsisting or (in the case of applications) will proceed to grant; or 10.4.3. that the exploitation consequences of any changes to the Licensed Patents, Results Software or Know-How any Software Material or the manufactureDocumentation which are made otherwise than by the Licensor, Marketingand the Licensor shall have no obligation to correct, maintain or use update any part of Licensed Products the Software or products any Software Material or the exercise Documentation which has been the subject of any such change. Neither party shall be deemed to be in breach of this Agreement or have any liability to the other rights granted in so far as it is prevented from performing its obligations under this Deed will not infringe Agreement by reason of any Intellectual Property Rights circumstances beyond its reasonable control, including (without limitation) any strike, lock-out or other rights of any third partyindustrial action. 10.5. Both Parties accept that there is no restriction imposed on the other Party in relation to the independent development of any Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore using TCRs which do not form part of any Project or which are not comprised within the Licensed Patents, Know-How or Results (“New TCRs”). In particular, subject to clause 3, (a) each Party is free to enter into agreements with third parties in relation to development of products comprising New TCRs; (b) each Party is free to enter into any licence in relation to New TCRs; and (c) each Party is free to independently isolate New TCRs for Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore respectively. 10.6. The liability of either Party under this Deed (whether arising for breach or arising in any other way out of the subject matter of this Deed, including whether under contract or tort) will not include any indirect, incidental or consequential damages or loss (including as relevant any indirect loss of profits). 10.7. Nothing in this Deed will operate to limit or exclude the liability of either party for death or personal injury arising from its negligence or for liability for fraud.

Warranties and Liability. 10.1. Each Party 9.1 The Seller warrants to CRE that the other that it has Goods: 9.1.1 will be of satisfactory quality (within the full right meaning of the Sale of Goods Act 1979, as amended) and power to enter into this Deed. Save as explicitly notified fit for any purpose held out by the Seller or made known to the other Party Seller in writing at the Effective Datetime the Order is placed; 9.1.2 will be free from defects in design, each Party warrants that as at material and workmanship; 9.1.3 will correspond with any relevant Specification or sample; 9.1.4 will comply with all statutory requirements and regulations relating to the Effective Date it has not knowingly misappropriated any third party confidential information sale of the Goods; and 9.1.5 comply with all current industry or knowingly infringed any third party Intellectual Property Rightother standards specified in the Order. 10.2. Each Party 9.2 The Seller warrants to CRE that save the Services will be performed by appropriately qualified and trained personnel, with due care and diligence and to such high standard of quality as explicitly otherwise provided it is reasonable for CRe to expect in this Deed (a) it has all the rights to grant the licences in clause 3 of this Deed; and (b) it has not granted circumstances. 9.3 Without prejudice to any third party other remedy, if any Goods or Services are not supplied or performed in accordance with the Contract, then CRE shall be entitled: 9.3.1 to require the Seller to repair the Goods or rectify the Services or to supply replacement Goods or Services in accordance with the Contract within seven days; or 9.3.2 at CRE’s sole option, licence and whether or right not the CRE has previously required the Seller to repair the Goods or to supply any replacement Goods or Services, to treat the Contract as discharged by the Seller’s breach and require the repayment of first refusal any part of the Price which has been paid. 9.4 The Seller shall indemnify CRE in full against all liability, loss, damages, costs and expenses (including legal expenses) awarded against or incurred or paid by the CRE as a result of or in connection with: 9.4.1 breach of any warranty (whether in the Conditions or otherwise) given by the Seller in relation to the Licensed PatentsGoods or the Services, 9.4.2 any claim that the Goods infringe, Results or Knowtheir importation, use or resale, infringes, the patent, copyright, design right, trade mark or other industrial or intellectual property rights of any other person, except to the extent that the claim arises from the use of any drawing, design or compliance with any Specification supplied by the CRE; 9.4.3 any liability under the Consumer Protection Act 1987 in respect of the Goods; 9.4.4 any act or omission of the Seller or its employees, agents or sub-Howcontractors in supplying, delivering and installing the Goods; and (c) it has not assignedand 9.4.5 any act or omission of any of the Seller’s personnel in connection with the performance of the Services. 9.5 Neither the Seller nor CRE shall be liable to the other or be deemed to be in breach of the Contract by reason of any delay in performing, transferred or granted any option failure to assign or transfer perform, any of its rights in the Licensed Patents, Results or Know-How. 10.3. Both Parties acknowledge that in entering into this Deed they do not do so in reliance on any representation, warranty or other provision except as expressly provided in this Deed and any conditions, warranties or other terms implied by statute or common law are excluded from this Deed to the full extent permitted by law. 10.4. Without limiting the scope of clauses 10.1 to 10.3, neither Party gives any warranty, representation or undertaking: 10.4.1. as to the efficacy, usefulness or quality of the Licensed Patents, Results or Know-How; 10.4.2. that any of the Licensed Patents are or will be valid or subsisting or (in the case of applications) will proceed to grant; or 10.4.3. that the exploitation of any the Licensed Patents, Results or Know-How or the manufacture, Marketing, or use of Licensed Products or products or the exercise of any other rights granted under this Deed will not infringe any Intellectual Property Rights or other rights of any third party. 10.5. Both Parties accept that there is no restriction imposed on the other Party obligations in relation to the independent development Goods or the Services, if the delay or failure is beyond that party’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond either party’s reasonable control: 9.5.1 Act of God, explosion, flood, tempest, fire or accident; 9.5.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition; 9.5.3 acts, restrictions, regulations, bye-laws, prohibitions or measures of any Adaptimmune Licensed Products in kind on the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore using TCRs which do not form part of any Project governmental, parliamentary or which are not comprised within the Licensed Patentslocal authority; 9.5.4 import or export regulations or embargoes; 9.5.5 strikes, Knowlock-How outs or Results other industrial actions or trade disputes (“New TCRs”). In particular, subject to clause 3, (a) each Party is free to enter into agreements with third parties in relation to development of products comprising New TCRs; (b) each Party is free to enter into any licence in relation to New TCRs; and (c) each Party is free to independently isolate New TCRs for Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore respectively. 10.6. The liability whether involving employees of either Party under this Deed (whether arising for breach the Seller or arising in any other way out CRE or of the subject matter of this Deed, including whether under contract or tort) will not include any indirect, incidental or consequential damages or loss (including as relevant any indirect loss of profitsa third party). 10.7. Nothing in this Deed will operate to limit or exclude the liability of either party for death or personal injury arising from its negligence or for liability for fraud.

Warranties and Liability. 10.1. Each Party 10.1 The Company warrants that the Goods will correspond in all material respects with their specifications at the time of delivery subject as follows: 10.1.1 the Company shall be under no liability in respect of any defect arising from wilful damage, negligence of the Customer, abnormal conditions or failure to follow the Company’s instructions; 10.1.2 the Company does not warrant that the Goods will be delivered without fault or interruption; 10.1.3 the Company does not provide any warranties in respect of Goods that are provided by a third party to the Customer although it will endeavour to act in the best interests of the Customer when resolving any problems created by a third party supplier. 10.1.4 the Company shall be under no liability under the warranty if the total price for the Goods has not been paid by the due date of payment; 10.2 The Customer warrants that when using Goods supplied by the Company, it shall comply with the Company’s acceptable usage policy from time to time, any relevant legislative and regulatory provisions, and shall not use the Goods for any illegal purpose and shall indemnify the Company in respect of any liability incurred as a result of a breach of this clause 10.2. 10.3 The Customer shall indemnify and hold harmless the Company against any loss, damages, costs and expenses arising from or in connection with any claims or proceedings bought by third parties against the Company in respect of or arising directly or indirectly from resale of Goods by the Customer. 10.4 No advertisement, brochure, circular, or other that it has promotional data shall constitute a warranty or representation in relation to any Goods, and the full right and power Customer shall only be entitled to enter into rely on specifications or warranties referred to, or detailed in, this DeedContract or an invoice for the Goods. Save as explicitly Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company. 10.5 Any claim by the Customer which is based on any alleged defect in quality, shortage or failure of the Goods delivered shall be notified to the Company within 14 days of delivery by way of written notice as specified in clause 3.4. If the Customer does not notify the Company of any defect in quality, shortage or failure in accordance with clause 3.4, the Customer shall not be entitled to reject the Goods and the Company shall have no liability for such defect, shortage or failure. In addition, the Customer shall be bound to pay the full price as if the Goods had been delivered in accordance with this Contract 10.6 Where any claim in respect of any of the Goods which is based on any defect in quality, shortage or failure of the Goods delivered or their failure to meet specification is notified to the Company in accordance with this Contract and is accepted by the Company, it shall be entitled to: 10.6.1 direct the Customer to return the goods to the Company using a form of delivery specified by the Company; or 10.6.2 collect the Goods (if applicable) from the Customer’s premises; but apart from refunding any sums paid by the Customer for the defective Goods and/or cancelling any outstanding invoices for the defective Goods, the Company shall have no other Party at liability to the Effective Date, each Party warrants that as at Customer and the Effective Date it has Customer may not knowingly misappropriated any third party confidential information or knowingly infringed any third party Intellectual Property Rightdispose of the defective Goods without the Company’s prior consent. 10.2. Each Party warrants that save as explicitly otherwise provided in this Deed (a) it has 10.7 Neither the rights to grant the licences in clause 3 of this Deed; and (b) it has not granted to any third party any option, licence or right of first refusal in relation Company nor its network service suppliers shall be liable to the Licensed PatentsCustomer for any consequential loss or damage, Results nor for any loss of profit, goodwill, data, savings, or Know-How; and (c) it has not assignedanticipated business, transferred nor for the cost of any other, costs or granted any option to assign expenses whatsoever, whether caused by the negligence of the Company, its employees or transfer any agents or other, which arises out of, or in connection with, the supply of its rights in the Licensed PatentsGoods or their use or resale by the Customer, Results or Know-How. 10.3. Both Parties acknowledge that in entering into this Deed they do not do so in reliance on any representation, warranty or other provision except as expressly provided in this Deed Contract. 10.8 Neither the Company nor its network service suppliers shall be liable for unauthorised access to or alteration, theft or destruction of end users data files, programs, procedures or information through accident, fraudulent means or devices, or any other method, regardless of whether such damage occurs as a result of the Company’s negligence or that of its network service suppliers. 10.9 The Company shall not be liable to the Customer or be deemed to be in breach of this Contract by reason of any delay in performing, or any failure to perform, any of the Company’s obligations in relation to the Goods, if the delay or failure was due to any of the following: 10.9.1 any Force Majeure Event affecting the Company; or 10.9.2 any act or omission of the Customer which is either a breach of this Contract or which represents a failure by the Customer to comply with the reasonable instructions of the Company. 10.10 All warranties, conditions and any conditions, warranties or other terms implied by statute or common law are excluded from this Deed to the full fullest extent permitted by law. 10.4. Without limiting the scope of clauses 10.1 law except where the Goods are sold to 10.3, neither Party gives any warranty, representation or undertaking: 10.4.1. a person dealing as to a consumer within the efficacy, usefulness or quality meaning of the Licensed Patents, Results or Know-How; 10.4.2. that any of the Licensed Patents are or will be valid or subsisting or (in the case of applications) will proceed to grant; or 10.4.3. that the exploitation of any the Licensed Patents, Results or Know-How or the manufacture, Marketing, or use of Licensed Products or products or the exercise of any other rights granted under this Deed will not infringe any Intellectual Property Rights or other rights of any third partyUnfair Contract Terms Xxx 0000. 10.5. Both Parties accept that there is no restriction imposed on the other Party in relation to the independent development of any Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore using TCRs which do not form part of any Project or which are not comprised within the Licensed Patents, Know-How or Results (“New TCRs”). In particular, subject to clause 3, (a) each Party is free to enter into agreements with third parties in relation to development of products comprising New TCRs; (b) each Party is free to enter into any licence in relation to New TCRs; and (c) each Party is free to independently isolate New TCRs for Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore respectively. 10.6. The liability of either Party under this Deed (whether arising for breach or arising in any other way out of the subject matter of this Deed, including whether under contract or tort) will not include any indirect, incidental or consequential damages or loss (including as relevant any indirect loss of profits). 10.7. Nothing in this Deed will operate to limit or exclude the liability of either party for death or personal injury arising from its negligence or for liability for fraud.

Warranties and Liability. 10.1. Each Party 8.1 Corbion warrants to the other that it has, or will at the time of sale have, title to sell the Goods to Customer and that the Goods sold to Customer will be in conformity with the Specifications at the time of delivery. 8.2 Unless otherwise agreed in writing or defined herein, Corbion does not make and hereby expressly disclaims all other express or implied representations or warranties, including but not limited to non-infringement, remainder in effect, merchantability, accuracy, title, enforceability, fitness for a particular purpose of the Goods or conformity to any law, regulation or standard. 8.3 If the Goods are not in conformity with the Specifications at the time of delivery Customer has at its choice the full right following remedies which are the sole and power exclusive remedies available to enter into this Deed. Save as explicitly notified Customer: a) replacement of the (part of the) delivered Goods concerned by Corbion; or b) reimbursement of the price of (part of) the delivered Goods by Corbion. 8.4 Corbion's cumulative liability in connection with or arising out of the Agreement or these Terms however caused and whether arising under statutory law, contract, negligence, duty to undo or any other theory of liability, will in no event exceed the lesser of (a) the sum of the purchase price paid by Customer to Corbion for the batch of the Goods in respect of which such liability arises or (b) the amount of EURO 250.000. 8.5 Neither Party shall be liable to the other Party at for any incidental, consequential, special, indirect or exemplary damages arising from or in connection with the Effective DateAgreement, each Party warrants that as at including lost profits or costs of cover, loss of use, product recall costs, business interruption or the Effective Date it has not knowingly misappropriated any third party confidential information or knowingly infringed any third party Intellectual Property Rightlike. 10.2. Each Party warrants that save as explicitly otherwise provided 8.6 Customer must notify Corbion of any claim within six months after the loss causing event, failing which all claims are deemed to be waived. 8.7 The limitations of liability set forth in this Deed (a) it has the rights to grant the licences in clause 3 of this Deed; and (b) it has not granted to any third party any option, licence or right of first refusal in relation these Terms apply to the Licensed Patents, Results or Know-How; and (c) it has not assigned, transferred or granted any option to assign or transfer any of its rights in the Licensed Patents, Results or Know-How. 10.3. Both Parties acknowledge that in entering into this Deed they do not do so in reliance on any representation, warranty or other provision except as expressly provided in this Deed and any conditions, warranties or other terms implied by statute or common law are excluded from this Deed to the full maximum extent permitted by law. 10.4. Without limiting the scope of clauses 10.1 to 10.3, neither Party gives any warranty, representation or undertaking: 10.4.1. as to the efficacy, usefulness or quality of the Licensed Patents, Results or Know-How; 10.4.2. that any of the Licensed Patents are or will be valid or subsisting or (in the case of applications) will proceed to grant; or 10.4.3. that the exploitation of any the Licensed Patents, Results or Know-How or the manufacture, Marketing, or use of Licensed Products or products or the exercise of any other rights granted under this Deed will not infringe any Intellectual Property Rights or other rights of any third party. 10.5. Both Parties accept that there is no restriction imposed on the other Party in relation to the independent development of any Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore using TCRs which do not form part of any Project or which are not comprised within the Licensed Patents, Know-How or Results (“New TCRs”). In particular, subject to clause 3, (a) each Party is free to enter into agreements with third parties in relation to development of products comprising New TCRs; (b) each Party is free to enter into any licence in relation to New TCRs; applicable law and (c) each Party is free to independently isolate New TCRs for Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore respectively. 10.6. The liability of either Party under this Deed (whether arising for breach or arising in any other way out of the subject matter of this Deed, including whether under contract or tort) will not include any indirect, incidental or consequential damages or loss (including as relevant any indirect loss of profits). 10.7regulations. Nothing in this Deed these Terms will operate to limit either Party’s liability in a manner that would be unenforceable or exclude void as against public policy in the liability of either party for death or personal injury arising from its negligence or for liability for fraudrelevant jurisdiction.

Warranties and Liability. 10.1. Each Party warrants to the other that it has the full right and power to enter into this DeedAgreement. Save as explicitly notified to the other Party at the Effective Date, each Party warrants that as at the Effective Date it has not knowingly misappropriated any third party Party confidential information or knowingly infringed any third party Party Intellectual Property Right. 10.2. Each Party warrants that save as explicitly otherwise provided in this Deed Agreement (a) it has the rights to grant the licences in clause Clause 3 of this DeedAgreement; and (b) it has not granted to any third party Party any option, licence or right of first refusal in relation to the Licensed Patents, Results or Know-How; and (c) it has not assigned, transferred or granted any option to assign or transfer any of its rights in the Licensed Patents, Results or Know-How. 10.3. Both Parties acknowledge that in entering into this Deed Agreement they do not do so in reliance on any representation, warranty or other provision except as expressly provided in this Deed Agreement and any conditions, warranties or other terms implied by statute or common law are excluded from this Deed Agreement to the full extent permitted by law. 10.4. Without limiting the scope of clauses Clauses 10.1 to 10.310.4, neither Party gives any warranty, representation or undertaking: 10.4.1. as to the efficacy, usefulness or quality of the Licensed Patents, Results or Know-How; 10.4.2. that any of the Licensed Patents are or will be valid or subsisting or (in the case of applications) will proceed to grant; or 10.4.3. that the exploitation of any the Licensed Patents, Results or Know-How or the manufacture, Marketing, or use of Licensed Products or products or the exercise of any other rights granted under this Deed Agreement will not infringe any Intellectual Property Rights or other rights of any third partyParty. 10.5. Both Parties accept that there is no restriction imposed on the other Party in relation to the independent development of any Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore using TCRs which do not form part of any Project or which are not comprised within the Licensed Patents, Know-How or Results (“New TCRs”). In particular, subject to clause Clause 3, (a) each Party is free to enter into agreements with third parties Parties in relation to development of products comprising New TCRs; (b) each Party is free to enter into any licence in relation to New TCRs; and (c) each Party is free to independently isolate New TCRs for Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore respectively. 10.6. The liability of either Party under this Deed (whether arising for breach or arising in any other way out of the subject matter of this Deed, including whether under contract or tort) will not include any indirect, incidental or consequential damages or loss (including as relevant any indirect loss of profits). 10.7. Nothing in this Deed will operate to limit or exclude the liability of either party for death or personal injury arising from its negligence or for liability for fraud.;

Warranties and Liability. 10.1. 6.1 Each Party warrants to the other that it has the full right and power to enter into this Deed. Save as explicitly notified to the other Party at the Effective Dateacknowledges that, each Party warrants that as at the Effective Date it has not knowingly misappropriated any third party confidential information or knowingly infringed any third party Intellectual Property Right. 10.2. Each Party warrants that save as explicitly otherwise provided in this Deed (a) it has the rights to grant the licences in clause 3 of this Deed; and (b) it has not granted to any third party any option, licence or right of first refusal in relation to the Licensed Patents, Results or Know-How; and (c) it has not assigned, transferred or granted any option to assign or transfer any of its rights in the Licensed Patents, Results or Know-How. 10.3. Both Parties acknowledge that in entering into this Deed they do Agreement, it does not do so in reliance on any representation, warranty warranty, or other provision except as expressly provided in this Deed Agreement, and any conditions, warranties or other terms implied by statute or common law are excluded from this Deed Agreement to the full fullest extent permitted by law. 10.4. Without limiting 6.2 Except in relation to any claims, damages and liabilities arising directly from a breach of this Agreement by Vaccitech and/or the scope fraud, negligence or wilful misconduct of clauses 10.1 Vaccitech, Oxford agrees to 10.3indemnify Vaccitech from and against any and all claims (including claims for negligence) actions, neither damages and liabilities asserted by any third- party (each such claim a “Third Party gives any warrantyClaim”), representation which arise from: (a) CEPI’s or undertaking: 10.4.1. as to the efficacyits Affiliates’ or sublicensees’, usefulness or quality use of the Licensed Patents, Results Technology or Know-How; 10.4.2. that Licensed Product (including without limitation any investigational stockpile of the Licensed Patents are Product); and (b) Oxford or its sublicensees’ use of the Licensed Technology or Licensed Product pursuant to the rights granted in 2.1 (b) This indemnity will be valid extend to activities carried out by any third parties on behalf of CEPI or subsisting CEPI’s Affiliates or (in sublicensees, or pursuant to any downstream grant of rights or transfer of Licensed Technology or Licensed Product originating from CEPI or its Affiliates or sublicensees. 6.3 Vaccitech shall provide prompt written notice to Oxford of the case of applications) will proceed to grant; or 10.4.3. that the exploitation assertion or commencement of any Third Party Claim in respect of which it seeks indemnification pursuant to clause 6.2. Oxford (or its appointee) shall have the Licensed Patentsright to assume the defence and/or settlement of the same and shall not be liable for any settlement made by Vaccitech without Oxford’s consent, Results provided that Oxford (or Know-How its appointee) may not use any defence or agree to any settlement that would materially prejudice Vaccitech. Vaccitech shall: (a) notify Oxford as soon as possible after becoming aware of the relevant Third Party Claim (or the manufacturelikelihood of such a claim arising); (b) promptly provide all assistance and information (including access to documents and personnel) reasonably required by Oxford for the purposes of assessing and handling the Third Party Claim; and (c) not make any admission of liability, Marketing, conclude any agreement or use of Licensed Products or products or the exercise of make any other rights granted under this Deed will not infringe compromise with any Intellectual Property Rights or other rights of any third party. 10.5. Both Parties accept that there is no restriction imposed on the other Party person in relation to such Third Party Claim without the independent development prior written consent of any Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore using TCRs which do not form part of any Project or which are not comprised within the Licensed Patents, Know-How or Results (“New TCRs”). In particular, subject Oxford. 6.4 Subject to clause 36.5, (a) each Party is free to enter into agreements with third parties in relation to development of products comprising New TCRs; (b) each Party is free to enter into any licence in relation to New TCRs; and (c) each Party is free to independently isolate New TCRs for Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore respectively. 10.6. The liability of either Party under for any breach of this Deed (whether arising for breach Agreement, in negligence or arising in any other way out of the subject subject-matter of this DeedAgreement, including whether under contract or tort) will not include any indirectextend to incidental, incidental indirect or consequential damages or loss (including as relevant any indirect loss of profits). 10.7. Nothing 6.5 Notwithstanding any other provision of this Agreement, neither Party’s liability under or in connection with this Deed will operate Agreement shall be excluded or reduced to limit or exclude the liability extent that it arises in respect of either party the following matters: (a) for death or personal injury arising from its negligence caused by negligence; (b) for fraud or for fraudulent misrepresentation; or (c) any other liability for fraudwhich may not lawfully be excluded or reduced.

Warranties and Liability. 10.11. Each Party, to the extent that it is the licensor of any intellectual property hereunder, other than jointly owned intellectual property, hereby represents and warrants that it is the proper owner or licensee of such intellectual property and that it has the proper authority, without consent of any other party, to so license such intellectual property. Each Party, to the extent that it is the licensor of any intellectual property hereunder, other than jointly owned intellectual property, hereby represents and warrants that such licensed intellectual property does not, and will not, infringe upon the intellectual property rights of third parties. 2. Each Party warrants and represents that neither it nor any of its employees, agents or representatives who will be rendering any services under this Agreement have ever been debarred or convicted or a crime for which a person can be debarred under 21 U.S.C. 335a, nor to the [***] Indicates portions of this exhibit that have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. Co-Development and Distribution Agreement between SurgiVision, Inc. and Brainlab Aktiengesellschaft CONFIDENTIAL 3. knowledge of such Party, threatened to be debarred or indicted for a crime or otherwise engaged in conduct for which a person can be debarred. Each party agrees to notify the other immediately in the event of any such debarment, conviction, threat or indictment occurring during the term of this Agreement, or the three (3) year period following the termination or expiration of this Agreement. 4. SurgiVision agrees to extend to Brainlab and to Brainlab’s customers SurgiVision’s standard product warranty for the ClearPoint Products, as the same may be modified from time to time. EXCEPT AS PROVIDED IN THE PRECEDING SENTENCE, SURGIVISION MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, IN CONNECTION WITH THE CLEARPOINT PRODUCTS, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY. SURGIVISION MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY INTEGRATED PRODUCT. 5. Neither Party shall be liable to the other that it has the full right and power to enter into this Deed. Save as explicitly notified to the other Party at the Effective Date, each Party warrants that as at the Effective Date it has not knowingly misappropriated any third party confidential information or knowingly infringed any third party Intellectual Property Right. 10.2. Each Party warrants that save as explicitly otherwise provided in this Deed (a) it has the rights to grant the licences in clause 3 of this Deed; and (b) it has not granted to any third party any option, licence or right of first refusal in relation to the Licensed Patents, Results or Know-How; and (c) it has not assigned, transferred or granted any option to assign or transfer any of its rights in the Licensed Patents, Results or Know-How. 10.3. Both Parties acknowledge that in entering into this Deed they do not do so in reliance on any representation, warranty or other provision except as expressly provided in this Deed and any conditions, warranties or other terms implied by statute or common law are excluded from this Deed to the full extent permitted by law. 10.4. Without limiting the scope of clauses 10.1 to 10.3, neither Party gives any warranty, representation or undertaking: 10.4.1. as to the efficacy, usefulness or quality of the Licensed Patents, Results or Know-How; 10.4.2. that any of the Licensed Patents are or will be valid or subsisting or (in the case of applications) will proceed to grant; or 10.4.3. that the exploitation of any the Licensed Patents, Results or Know-How or the manufacture, Marketing, or use of Licensed Products or products or the exercise of any other rights granted under this Deed will not infringe any Intellectual Property Rights or other rights of any third party. 10.5. Both Parties accept that there is no restriction imposed on the other Party in relation to the independent development of any Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore using TCRs which do not form part of any Project or which are not comprised within the Licensed Patents, Know-How or Results (“New TCRs”). In particular, subject to clause 3, (a) each Party is free to enter into agreements with third parties in relation to development of products comprising New TCRs; (b) each Party is free to enter into any licence in relation to New TCRs; and (c) each Party is free to independently isolate New TCRs for Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore respectively. 10.6. The liability of either Party under this Deed (whether arising for breach or arising in any other way out of the subject matter of this Deed, including whether under contract or tort) will not include any indirect, incidental consequential or consequential damages special damage or loss (including as relevant any indirect the loss of profits)revenue or profit. 10.7. Nothing in this Deed will operate to limit or exclude the liability of either party for death or personal injury arising from its negligence or for liability for fraud.

Warranties and Liability. 10.1. Each Party warrants to the other that it has the full right 12.1 KREATECH represents and power to enter into this Deed. Save as explicitly notified to the other Party at the Effective Date, each Party warrants that as at the Effective Date it has not knowingly misappropriated any third party confidential information or knowingly infringed any third party Intellectual Property Right. 10.2. Each Party warrants that save as explicitly otherwise provided in this Deed (ai) it has the rights right to grant the licences license(s) as set forth in clause 3 of this DeedAGREEMENT and that it shall maintain such right in full force and effect at all times while this AGREEMENT is in effect; and (bii) it the PATENT RIGHTS represent all patent rights owned by KREATECH required to use the ULS TECHNOLOGY for manufacturing and use and sale by LICENSEE, of the LICENSED PRODUCTS under this Agreement; and (iii) there are no claims of third parties alleging patent infringement pending in any court against KREATECH with respect to the exploitation, including the manufacturing, marketing, sale and use, of the PATENT RIGHTS and to the best of the knowledge of KREATECH, no third party has not granted expressed in writing to KREATECH an intention to bring any claim of patent infringement with respect to the PATENT RIGHTS. KREATECH fully indemnifies and holds LICENSEE harmless against any and all third party claims relating to or arising out of any of the aforementioned claims by any third party , including but not limited to any optionclaims relating to or arising out of any breach by KREATECH of its warranty as set forth in this Article 12.1, licence or right above. Such indemnification is conditioned upon (i) prompt written notice of first refusal in relation to the Licensed Patents, Results or Know-Howclaim; and (cii) reasonable assistance of LICENSEE, at KREATECH’s expense, in connection with such defense, and (iii) LICENSEE providing KREATECH with the sole control over the defense or settlement of such claim. 12.2 Except as expressly set forth in this Article 12, KREATECH makes no representations and extends no warranties, express or implied, and assumes no responsibility whatsoever with respect to (i) the suitability, completeness or accuracy or the merchantability or fitness for a particular purpose of the LICENSED PRODUCTS and all relating materials, such as any documentation; and (ii) the marketing of the ULS™ Supply and Marketing License Agreement Kreatech - Immunicon V2.0 Page 19 of 42 KREATECH: _________ LICENSEE: _________ LICENSED PRODUCTS not being subject to claims by a third party for infringement of said third party’s proprietary rights; and (iii) the scope, validity or enforceability of any of the PATENT RIGHTS. 12.3 KREATECH warrants that it will manufacture the LICENSED PRODUCTS with the greatest possible care and by using the highest industry standards and furthermore that the manufacturing process as well as the products thereof meet with the agreed specifications and all requirements under the applicable regulations. 12.4 LICENSEE warrants that (i) the PRODUCTS/LICENSEE supplied to KREATECH meet with all agreed specifications and all requirements under the applicable regulations; and (ii) it will comply with all laws and regulations concerning the marketing of the LICENSED PRODUCTS; and (iii) if applicable, it has not assigned, transferred or granted any option the right to assign or transfer any of its rights grant the license with regard to the IP RIGHTS/LICENSEE as meant in the Licensed Patents, Results or Know-HowArticle 2.3. 10.3. Both Parties acknowledge that in entering into this Deed they do 12.5 LICENSEE will not do so in reliance on make any representation, warranty direct or other provision except as expressly provided in this Deed and any conditions, warranties or other terms implied by statute or common law are excluded from this Deed to the full extent permitted by law. 10.4. Without limiting the scope of clauses 10.1 to 10.3, neither Party gives any warranty, representation or undertaking: 10.4.1. indirect statements as to the efficacy, usefulness technical features or quality capabilities of the Licensed PatentsLICENSED PRODUCTS beyond the information, Results provided by KREATECH or Know-How; 10.4.2. that any without KREATECH’S prior written approval of the Licensed Patents are or will be valid or subsisting or (in the case of applications) will proceed to grant; or 10.4.3. that the exploitation of any the Licensed Patents, Results or Know-How or the manufacture, Marketing, or use of Licensed Products or products or the exercise of any other rights granted under this Deed will not infringe any Intellectual Property Rights or other rights of any third partysuch statement. 10.5. Both Parties accept that there is no restriction imposed on the other Party in relation to the independent development of any Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore using TCRs which do not form part of any Project or which are not comprised within the Licensed Patents, Know-How or Results (“New TCRs”). In particular, subject to clause 3, (a) each Party is free to enter into agreements with third parties in relation to development of products comprising New TCRs; (b) each Party is free to enter into any licence in relation to New TCRs; and (c) each Party is free to independently isolate New TCRs for Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore respectively. 10.6. The liability of either Party under this Deed (whether arising for breach or arising in any other way out of the subject matter of this Deed, including whether under contract or tort) will not include any indirect, incidental or consequential damages or loss (including as relevant any indirect loss of profits). 10.7. Nothing in this Deed will operate to limit or exclude the liability of either party for death or personal injury arising from its negligence or for liability for fraud.

Warranties and Liability. 10.1. Each Party 9.1 The Licensee warrants and undertakes to Cabot that, so far as it is aware, the information provided by the Licensee under Clauses 2.4 and 2.5 shall be true and accurate in all material respects and that information together with any adaptation or modifications made to the other that it has Software by the full right and power to enter into this Deed. Save as explicitly notified to Licensee under Clause 2.6 shall not breach the other Party at the Effective Date, each Party warrants that as at the Effective Date it has not knowingly misappropriated any third party confidential information or knowingly infringed any third party Intellectual Property Right. 10.2. Each Party warrants that save as explicitly otherwise provided in this Deed (a) it has the rights to grant the licences in clause 3 of this Deed; and (b) it has not granted to any third party any option, licence or right of first refusal in relation to the Licensed Patents, Results or Know-How; and (c) it has not assigned, transferred or granted any option to assign or transfer any of its rights in the Licensed Patents, Results or Know-How. 10.3. Both Parties acknowledge that in entering into this Deed they do not do so in reliance on any representation, warranty or other provision except as expressly provided in this Deed and any conditions, warranties or other terms implied by statute or common law are excluded from this Deed to the full extent permitted by law. 10.4. Without limiting the scope of clauses 10.1 to 10.3, neither Party gives any warranty, representation or undertaking: 10.4.1. as to the efficacy, usefulness or quality of the Licensed Patents, Results or Know-How; 10.4.2. that any of the Licensed Patents are or will be valid or subsisting or (in the case of applications) will proceed to grant; or 10.4.3. that the exploitation of any the Licensed Patents, Results or Know-How or the manufacture, Marketing, or use of Licensed Products or products or the exercise of any other rights granted under this Deed will not infringe any Intellectual Property Rights or other rights of any third party. 10.5. Both Parties accept 9.2 Cabot warrants to the Licensee that there to the best of Cabot’s knowledge that use by the Licensee, OEM Customer or End User of the Software and Adapted Software will not infringe the Intellectual Property of any third party. 9.3 The Licensee acknowledges that the Adapted Software is derived from the Software, and other than as set out in the Statement of Work and in Clauses 9.4 and 9.5, Cabot shall have no restriction imposed liability in respect of any failure of the Adapted Software to be suitable for use with Licensed Products or otherwise. 9.4 Cabot warrants that the Engineering Services shall be provided using reasonable skill and care. 9.5 Cabot warrants and undertakes to the Licensee that if the Adapted Software in a Licensed Product is demonstrated to Cabot’s reasonable satisfaction within 60 days from the Final Acceptance, to materially fail to comply with the Statement of Work solely as a result of Cabot’s failure to provide the Engineering Services in the manner required by this Agreement, Cabot shall correct such defect or (at its sole option) replace such copy of the Adapted Software free of charge provided that:- 26/06/2006 Page 14 of 47 9.5.1 the Licensed Product complies with the configuration and specification detailed in the Statement of Work; 9.5.2 the Adapted Software has been properly installed on the other Party Licensed Product; 9.5.3 the Licensed Product has been used at all times properly and in relation accordance with instructions for use; 9.5.4 no alteration, modification or addition has been made to the independent development Adapted Software after Final Acceptance without Cabot’s prior written consent; 9.5.5 the alleged error was not caused by the adaptation carried out by the Licensee; and 9.5.6 the alleged error has been notified to Cabot within the warranty period specified in this Clause. 9.6 Each claim under Clause 9.5 shall be sent in writing to Cabot, specifying the nature of the defect. On receipt of such written claim, the Licensee shall grant access to the Licensed Product in question to Cabot or its agent or representatives to remove it and to enable such persons to test or to inspect the Licensed Product and the Adapted Software at its premises. 9.7 Any Adapted Software replaced or corrected under this warranty shall be sent by Cabot to the Licensee carriage prepaid. 9.8 Except as otherwise provided in Clause 9, Cabot makes no other representations or warranties and all conditions warranties terms and undertakings expressed or implied statutory or otherwise in respect of the Software or the Adapted Software and the provision of the Engineering Services, the Support and Maintenance Services and any services under this Agreement are hereby excluded, including (without limitation) any warranties as to quality or fitness of the Adapted Software for any particular purpose. 9.9 Cabot does not warrant or undertake that the Software or the Adapted Software shall be free of viruses, disabling devices or errors. 9.10 Except in the event of a claim for indemnification made under clause 9.12 or for an uncured, material breach of any Adaptimmune Licensed Products of the licences set forth in clauses 3.1, 3.2 and 3,3 by a party, neither party shall not be liable to the case other party by reason of Adaptimmuneany negligence or any other tortiuous action or any representation (unless fraudulent), or Immunocore Licensed Productsany implied warranty, in the case of Immunocore using TCRs which do not form part of any Project condition or which are not comprised within the Licensed Patents, Know-How or Results (“New TCRs”). In particular, subject to clause 3, (a) each Party is free to enter into agreements with third parties in relation to development of products comprising New TCRs; (b) each Party is free to enter into any licence in relation to New TCRs; and (c) each Party is free to independently isolate New TCRs for Adaptimmune Licensed Products in the case of Adaptimmuneother term, or Immunocore Licensed Products, in under the case of Immunocore respectively. 10.6. The liability of either Party under this Deed (whether arising for breach or arising in any other way out of the subject matter express terms of this DeedAgreement, including whether under contract for: 9.10.1 any loss of anticipated revenues; or 9.10.2 any loss of anticipated savings; or 9.10.3 loss of profits; or 9.10.4 loss of business opportunities; or tort) will not include 26/06/2006 Page 15 of 47 9.10.5 loss of goodwill; or 9.10.6 damage to reputation; or 9.10.7 any indirect, incidental special or consequential damages loss or loss damage, costs, expenses or other such claims for compensation whatsoever (including as relevant whether caused by the negligence of that party, its employees or agents or otherwise) which arises out of or in connection with this Agreement 9.11 The entire liability of Cabot in respect of any indirect loss and all claims made against it by the Licensee by reason of profitsany negligence or any other tortious action or any representation (unless fraudulent)., or any implied warranty, condition or other term, or under the express terms of this Agreement shall not exceed 125% of the amount of the Engineering Services Fees and the Software Licence fees and Royalties received by Cabot and subject to Cabot’s liability for all claims not exceeding £ <Enter amount> 10.7. Nothing 9.12 Notwithstanding anything to the contrary in this Deed will operate Agreement, each party’s liability to limit or exclude the liability of either party other party: 9.12.1 for death or personal injury arising from caused by the negligence of that party, its employees, agents or subcontractors; or 9.12.2 for damage suffered by that party as a result of any breach by the other party of the condition as to title or the warranty as to quiet possession implied by Section 12 of the Sale of Goods Xxx 0000 or Section 2 of the Supply of Goods and Services. Xxx 0000; or 9.12.3 for fraud (including, but not limited to, fraudulent misrepresentation) is not limited (but nothing in this Clause confers any right or remedy upon that party to which it would not otherwise be entitled). 9.13 For the avoidance of doubt, unless otherwise stated in the Statement of Work, the Engineering Services shall be provided on the assumption that the Adapted Software is for use in conjunction with the Licensed Products in the Territory only. 9.14 This clause defines the limits of Licensee’s liability to Cabot in respect of this Agreement whether in contract or tort including negligence and Cabot’s sole remedies in respect of any act or for liability for frauddefault of Licensee.

Warranties and Liability. 10.1. Each Party 13.1 warrants to the other that that: 13.1.1 it has the full right and power to enter into this Deed. Save as explicitly notified Agreement; 13.1.2 it will perform its obligations hereunder with reasonable skill and care; 13.1.3 each Batch shall be delivered free of encumbrances and liens; and 13.1.4 the BRM shall be Produced in all material respects to the BRM Specifications unless otherwise agreed in writing by both Parties. 13.2 GW warrants that: 13.2.1 it has the right to enter into this Agreement; and *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. 13.2.2 it holds all necessary rights and licenses to GW Know How to allow *** to Produce BRM; and 13.2.3 no claim or litigation has been brought or threatened by any person alleging that the disclosing, copying, making, licensing, using or exploiting of GW Know How violates, infringes or otherwise conflicts or interferes with any intellectual property or proprietary right of any other Party person; and 13.2.4 to the best of its knowledge, not having undertaken any detailed freedom to operate or other searches, the use by *** of the GW Know How or GW Improvements for any activity contemplated under this Agreement shall not violate, infringe or otherwise conflict or interfere with any intellectual property or proprietary right of any other person existing at the Effective Date, each Party warrants that as at the Effective Date it has not knowingly misappropriated any third party confidential information or knowingly infringed any third party Intellectual Property Right. 10.2. Each Party warrants that save 13.3 Except as explicitly otherwise and to the extent specifically provided in this Deed (a) it has the rights to grant the licences Clause 13 or in clause 3 any other provision of this Deed; Agreement, *** and (b) it has not granted to GW make no representations or warranties of any third party any optionkind, licence express or right of first refusal in relation implied, with respect to the Licensed Patentssubject matter of this Agreement, Results or Know-How; and (c) it has not assignedeach Party specifically disclaims and waives all other representations, transferred or granted any option warranties and conditions, including without limitation all implied conditions of merchantability and fitness for a particular purpose. *** and GW warranties are made only to assign or transfer any of its rights in the Licensed Patents*** and GW, Results or Know-How. 10.3. Both Parties acknowledge that in entering into this Deed they respectively, and do not do so in reliance on any representation, warranty or other provision except as expressly provided in this Deed and any conditions, warranties or other terms implied by statute or common law are excluded from this Deed extend to the full extent permitted by law. 10.4. Without limiting the scope of clauses 10.1 to 10.3, neither Party gives any warranty, representation or undertaking: 10.4.1. as to the efficacy, usefulness or quality of the Licensed Patents, Results or Know-How; 10.4.2. that any of the Licensed Patents are or will be valid or subsisting or (in the case of applications) will proceed to grant; or 10.4.3. that the exploitation of any the Licensed Patents, Results or Know-How or the manufacture, Marketing, or use of Licensed Products or products or the exercise of any other rights granted under this Deed will not infringe any Intellectual Property Rights or other rights of any third party. 10.5. Both Parties accept that there is no restriction imposed on the other Party in relation 13.4 Subject to the independent development of any Adaptimmune Licensed Products Clauses 13.5 to 13.7 and except in the case of Adaptimmunefraudulent misrepresentation: 13.4.1 neither Party shall be liable to the other in contract, tort (including negligence) breach of statutory duty, misrepresentation or Immunocore Licensed Productsotherwise for any loss, in the case of Immunocore using TCRs which do not form part damage, costs or expenses of any Project nature whatsoever incurred or which are not comprised within suffered by the Licensed Patents, Know-How other or Results (“New TCRs”). In particular, subject to clause 3, its Affiliates: (a) each Party of a direct nature where the same is free to enter into agreements with third parties in relation to development a loss of products comprising New TCRsturnover, profits, business or goodwill; or (b) of an indirect or consequential or punitive nature, including any indirect or consequential economic loss or other indirect or consequential loss of turnover, profits, loss of enterprise value, loss of business or loss of goodwill, loss of savings, costs or expense of obtaining alternative goods or services, loss of contract or otherwise, and 13.4.2 each Party is free Party’s entire liability in respect of all claims arising out of or in connection with this Agreement in any calendar year shall not exceed one million pounds (£1,000,000). *** Portions of this page have been omitted pursuant to enter into any licence in relation to New TCRs; a request for Confidential Treatment and (c) each Party is free to independently isolate New TCRs for Adaptimmune Licensed Products in filed separately with the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore respectivelyCommission. 10.6. The 13.5 Each Party accepts liability of either Party under this Deed (whether arising for breach or arising in any other way out of the subject matter of this Deed, including whether under contract or tort) will not include any indirect, incidental or consequential damages or loss (including as relevant any indirect loss of profits). 10.7. Nothing in this Deed will operate to limit or exclude the liability of either party for death or personal injury resulting from its negligence. 13.6 shall indemnify and hold GW, and its directors, officers and employees (“GW Indemnified Parties”) harmless from and against all claims, liabilities, judgements and other costs (including, but not limited to, reasonable attorney fees and expenses incurred in investigating, defending and settling claims and in enforcing GW’s obligations under this Clause 13.6) (collectively “Liabilities”) of any kind resulting from any claims, suits or demands brought by persons other than the GW Indemnified Parties based on actual or alleged bodily injury or death resulting from the use of BDP containing BDS extracted from BRM supplied by *** where it is proved that such BRM did not meet the BRM Specifications at the time of delivery or had not been Produced in accordance with the Technical Agreement. For clarity, *** shall have no liability to GW for bodily injury or death resulting from either: (i) the use of BDP containing BDS extracted from BRM supplied other than by ***; or (ii) defects in BDP or BDS where the cause of such defect is not related to the Production and supply of BRM by *** hereunder, including (by way of a non-limiting example) where the defect arises during the process of extracting BDS from BRM supplied by *** where such BRM was supplied by *** in accordance with the terms of this Agreement and the Technical Agreement. 13.7 GW shall indemnify and hold ***, and its directors, officers and employees (“*** Indemnified Parties”) harmless from and against all claims, liabilities, judgements and other costs (including, but not limited to, reasonable attorney fees and expenses incurred in investigating, defending and settling claims and in enforcing ***’s obligations under this Clause 13) (collectively “Liabilities”) of any kind resulting from any claims, suits or demands made or actions brought by persons other than *** Indemnified Parties: (i) resulting from the use, administration or Commercialisation of BDP by GW, its Affiliates or Partners or its or their distributors, including without limitation any claims, suits or demands made or actions brought for bodily injury or death resulting from the use of BDP, except for any Liability for which *** has an obligation to indemnity GW under Clause 13.6, or (ii) arising from the entry or presence of the employees or representatives of GW or its negligence Partners on ***’s premises. 13.8 Upon receipt by either GW Indemnified Parties or *** indemnified Parties (an “Indemnified Party”) of notice of any action, suit, proceeding, claim, demand or assessment against such Indemnified Party which might give rise to any Liability, the Indemnified Party shall give prompt written notice thereof to the Party from which indemnification is sought (the “Indemnifying Party”) indicating the nature of claim and the basis therefor, provided that the failure to give such prompt notice shall not relieve the Indemnifying Party of its obligations hereunder except to the extent the Indemnifying Party or the defence of any such claim is materially prejudiced thereby. The Indemnifying Party shall have the right, at its option, to *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. assume the defence of, at its own expense and by its own counsel, any such claim involving the asserted liability for fraudof the Indemnified Party. If any Indemnifying Party shall undertake to compromise or defend any such asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall agree to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defence against, any such asserted liability; provided, however, that the Indemnifying Party shall not, as part of any settlement or other compromise, admit to liability or agree to an injunction without the written consent of the Indemnified Party. Notwithstanding an election by the Indemnifying Party to assume the defence of any claim as set forth above, such Indemnified Party shall have the right (at its own expense if the Indemnifying Party has elected to assume such defence) to employ separate counsel and to participate in the defence of any claim. In the event that the Indemnified Party has a reasonable basis to believe that the Indemnifying Party may not have sufficient funds to satisfy such indemnification obligation and the Indemnifying Party upon request by the Indemnified Party cannot provide assurances of its ability to satisfy such obligation to the reasonable satisfaction of the Indemnified Party, the Indemnified Party may deduct, defer or otherwise offset from any payment obligations under this Agreement (if any) amounts reasonably necessary to satisfy such indemnification obligation.

Warranties and Liability. 10.1. Each Party 8.1 Corbion warrants to the other that it has, or will at the time of sale have, title to sell the Goods to Customer and that the Goods sold to Customer will be in conformity with the Specifications at the time of delivery. 8.2 Unless otherwise agreed in writing or defined herein, Corbion does not make and hereby expressly disclaims all other express or implied representations or warranties, including but not limited to non-infringement, remainder in effect, merchantability, accuracy, title, enforceability, fitness for a particular purpose of the Goods or conformity to any law, regulation or standard. 8.3 If the Goods are not in conformity with the Specifications at the time of delivery Customer has at its choice the full right following remedies which are the sole and power exclusive remedies available to enter into this Deed. Save as explicitly notified Customer: a) replacement of the (part of the) delivered Goods concerned by Corbion; or b) reimbursement of the price of (part of) the delivered Goods by Corbion. 8.4 Corbion's cumulative liability in connection with or arising out of the Agreement or these Terms however caused and whether arising under statutory law, contract, negligence, duty to undo or any other theory of liability, will in no event exceed the lesser of (a) the sum of the purchase price paid by Customer to Corbion for the batch of the Goods in respect of which such liability arises or (b) the amount of $250,000. 8.5 Neither Party shall be liable to the other Party at for any incidental, consequential, special, indirect or exemplary damages arising from or in connection with the Effective DateAgreement, each Party warrants that as at including lost profits or costs of cover, loss of use, product recall costs, business interruption or the Effective Date it has not knowingly misappropriated any third party confidential information or knowingly infringed any third party Intellectual Property Rightlike. 10.2. Each Party warrants that save as explicitly otherwise provided 8.6 Customer must notify Corbion of any claim within six months after the loss causing event, failing which all claims are deemed to be waived. 8.7 The limitations of liability set forth in this Deed (a) it has the rights to grant the licences in clause 3 of this Deed; and (b) it has not granted to any third party any option, licence or right of first refusal in relation Agreement apply to the Licensed Patents, Results or Know-How; and (c) it has not assigned, transferred or granted any option to assign or transfer any of its rights in the Licensed Patents, Results or Know-How. 10.3. Both Parties acknowledge that in entering into this Deed they do not do so in reliance on any representation, warranty or other provision except as expressly provided in this Deed and any conditions, warranties or other terms implied by statute or common law are excluded from this Deed to the full maximum extent permitted by law. 10.4. Without limiting the scope of clauses 10.1 to 10.3, neither Party gives any warranty, representation or undertaking: 10.4.1. as to the efficacy, usefulness or quality of the Licensed Patents, Results or Know-How; 10.4.2. that any of the Licensed Patents are or will be valid or subsisting or (in the case of applications) will proceed to grant; or 10.4.3. that the exploitation of any the Licensed Patents, Results or Know-How or the manufacture, Marketing, or use of Licensed Products or products or the exercise of any other rights granted under this Deed will not infringe any Intellectual Property Rights or other rights of any third party. 10.5. Both Parties accept that there is no restriction imposed on the other Party in relation to the independent development of any Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore using TCRs which do not form part of any Project or which are not comprised within the Licensed Patents, Know-How or Results (“New TCRs”). In particular, subject to clause 3, (a) each Party is free to enter into agreements with third parties in relation to development of products comprising New TCRs; (b) each Party is free to enter into any licence in relation to New TCRs; applicable law and (c) each Party is free to independently isolate New TCRs for Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore respectively. 10.6. The liability of either Party under this Deed (whether arising for breach or arising in any other way out of the subject matter of this Deed, including whether under contract or tort) will not include any indirect, incidental or consequential damages or loss (including as relevant any indirect loss of profits). 10.7regulations. Nothing in this Deed Agreement will operate to limit either Party’s liability in a manner that would be unenforceable or exclude void as against public policy in the liability of either party for death or personal injury arising from its negligence or for liability for fraudrelevant jurisdiction.

Warranties and Liability. 10.1. 8.1 Each Party represents and warrants to the other Party that it has the full legal power, authority and right and power to enter into this Deed. Save as explicitly notified Licence Agreement and to perform its respective obligations hereunder. 8.2 CRT represents and warrants to Alnylam that it has had assigned to it all Cambridge University's and the Lister Institute of Preventive Medicine's rights under the CRT Patent Rights pursuant to the other Party at terms of assignments, a copy of which will be provided to Alnylam upon request. 8.3 CRT represents and warrants to Alnylam that to the Effective Datebest of its knowledge, each Party warrants that upon reasonable inquiry, as at the Effective Commencement Date it has the inventors (as determined by the laws of England) of the patent applications referred to in Schedule 1 are [**] and all of these inventors have assigned their rights in the CRT Patent Rights to CRV (to the extent that the same were not knowingly misappropriated any third party confidential information vested in Cambridge University or knowingly infringed any third party Intellectual Property Rightthe Lister Institute of Preventive Medicine and assigned to CRT in accordance with Clause 8.2). CRV have in turn assigned their rights to CRT. In the event of breach of this Clause 8.3, SECTION CONFIDENTIAL Alnylam's remedy for breach shall be limited to the rights conferred upon Alnylam by Clause 8.9. 10.2. Each 8.4 Other than expressly set out herein, no Party warrants gives any representation or warranty to any other Party that the performance of this Licence Agreement will not result in the infringement of any rights, including intellectual property rights, vested in a Third Party and it is agreed and understood by the Parties that Alnylam is responsible for undertaking each and every investigation necessary to satisfy itself that the rights granted under this Licence Agreement can be properly and lawfully exercised by Alnylam (and any Affiliate) without infringing the rights of any Third Party, and save as explicitly otherwise provided expressly set out in this Deed (a) it has the rights to grant the licences in clause 3 Clauses 8.1 and 8.2 no warranties of this Deed; and (b) it has not granted to any third party any option, licence or right of first refusal kind are given by CRT in relation to the Licensed Patents, Results or Know-How; and (c) it has not assigned, transferred or granted any option to assign or transfer any of its rights in the Licensed Patents, Results or Know-How. 10.3. Both Parties acknowledge that in entering into this Deed they do not do so in reliance on any representation, warranty or other provision except as expressly provided in this Deed and any conditions, warranties or other terms implied by statute or common law are excluded from this Deed to the full extent permitted by law. 10.4. Without limiting the scope of clauses 10.1 to 10.3, neither Party gives any warranty, representation or undertaking: 10.4.1. as to the efficacy, usefulness or quality of the Licensed Patents, Results or Know-How; 10.4.2. that any of the Licensed Patents are or will be valid or subsisting or (in the case of applications) will proceed to grant; or 10.4.3. that the exploitation of any the Licensed Patents, Results or Know-How or the manufacture, Marketing, or use of Licensed Products or products or the exercise of any other intellectual property rights granted under this Deed will not infringe Licence Agreement or owned or controlled by any Intellectual Property Rights or other rights Third Party which may affect the exercise of any third partysuch rights. 10.5. Both Parties accept that there is no restriction imposed on the other Party 8.5 Nothing in this Licence Agreement shall be construed as a representation made or warranty given by CRT in relation to the independent development CRT Patent Rights that: 8.5.1 any patent will issue based upon any pending patent application; 8.5.2 any patent which issues will be valid; nor 8.5.3 the use of any Adaptimmune Licensed Products in CRT Patent Rights will not infringe the case of Adaptimmune, patent or Immunocore Licensed Products, in the case of Immunocore using TCRs which do not form part proprietary rights of any Project Third Party. Furthermore, CRT makes no representation or which are not comprised within warranty, express or implied, with respect to merchantability or fitness of the Licensed Patents, Know-How or Results (“New TCRs”). In particular, subject to clause 3, (a) each Party is free to enter into agreements with third parties in relation to development of products comprising New TCRs; (b) each Party is free to enter into any licence in relation to New TCRs; and (c) each Party is free to independently isolate New TCRs CRT Patent Rights for Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore respectivelya particular purpose. 10.6. The liability 8.6 No Party shall be liable to the other Party, its Affiliates or Sub-licensees in contract, tort, negligence, breach of either Party under this Deed statutory duty or otherwise for any loss, damage, cost or expense of an indirect or consequential nature (whether including any economic loss or other loss of turnover, profits, business or goodwill) arising for breach or arising in any other way out of or in connection with this Licence Agreement or the subject matter of this DeedLicence Agreement. 8.7 Alnylam and any Affiliate licenced under this Licence Agreement shall respectively be responsible for and indemnify, including whether under contract defend and hold harmless CRT, the University of Cambridge, the Lister Institute of Preventive Medicine and their respective officers, servants and agents against any and all liability, loss, damage, cost or tort) will not include any indirect, incidental or consequential damages or loss expense (including as relevant any indirect loss reasonable attorney's fees and court and other expenses of profits)litigation) arising out of or in connection with Third Party claims relating to the discovery, research, development, manufacture, marketing, selling and disposal of Licensed Products or candidate Licensed Products by Alnylam, its Affiliates and their Sub-licensees except to the extent due to the gross negligence or wilful misconduct of an indemnitee. 10.78.8 In the event that CRT intends to seek indemnification under Clause 8.7, it shall promptly inform Alnylam (or its Affiliate as the case may be) in writing of a claim after receiving notice of the claim and shall permit Alnylam (or its Affiliate as the case may be) to direct and control the defence of the claim and shall provide such reasonable assistance as reasonably requested by Alnylam (or its Affiliate as the case may be) (at Alnylam's (or its Affiliate's as the case may be) cost) in the defence of SECTION CONFIDENTIAL the claim. Nothing Provided always that nothing in this Deed will operate Clause 8.8 shall permit Alnylam (or its Affiliate as the case may be) to limit make any admission on behalf of CRT, without the prior written consent of, CRT. 8.9 In the event that a Third Party has rights to the CRT Patent Rights, CRT shall obtain, at its cost, such Third Party's rights in the CRT Patent Rights to the extent necessary to preserve Alnylam's exclusive licence granted under and on the terms of this Licence Agreement. If CRT is not able to obtain such rights within one year of learning of the existence of such Third Party's rights, Alnylam shall have the option to 1) terminate this Licence Agreement; or exclude 2) decrease all financial obligations of Alnylam, its Sub-licensees and Affiliates by 50% in respect of all future revenues, credit 50% of past revenues against future revenues owed to CRT under this Licence Agreement and, at Alnylam's option, renegotiate the liability terms of either party for death or personal injury arising from its negligence or for liability for fraudthis Licence Agreement with CRT in order, to preserve the original intent of this Licence Agreement. For the sake of clarity CRT shall not be obliged to repay sums received previously.

Warranties and Liability. 10.1. 9.1 Each Party represents, warrants to the other and undertakes that it has has: (i) the full right requisite rights, consents, power and power authority to enter into this Deed. Save as explicitly notified Agreement and to perform fully its obligations hereunder; and (ii) not entered into and will not enter into any arrangement which would restrict or inhibit the exercise by the other Party at the Effective Date, each Party warrants that as at the Effective Date it has not knowingly misappropriated any third party confidential information or knowingly infringed any third party Intellectual Property Right. 10.2. Each Party warrants that save as explicitly otherwise provided in this Deed (a) it has the rights to grant the licences in clause 3 of this Deed; and (b) it has not granted to any third party any option, licence or right of first refusal in relation to the Licensed Patents, Results or Know-How; and (c) it has not assigned, transferred or granted any option to assign or transfer any of its rights in the Licensed Patents, Results or Know-Howunder this Agreement. 10.3. Both Parties acknowledge that 9.2 This clause 9 sets out the entire liability of each party (and their employees, agents, consultants, and subcontractors) to the other, in entering into this Deed they do not do so in reliance on respect of any breach of the Agreement, any use by the Provider of the Pebble IPR, the Pebble Services or the Pebble Platform, and any representation, warranty statement or other provision except tortious act or omission (including negligence) arising in connection with the Agreement. 9.3 Nothing in this Agreement limits or excludes the liability of either party for death, personal injury, fraud, fraudulent misrepresentation or fraudulent misstatement. 9.4 Subject to clause 9.3, Pebble shall not be liable to the Provider for loss of profits, business, goodwill, anticipated savings, goods, contract, use or data, or for any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses. 9.5 The total liability of Pebble to the Provider arising in connection with the performance, or contemplated performance, of the Agreement, will be limited to the total amount of Fees paid or payable to Pebble under this Agreement. 9.6 Except as expressly provided in this Deed Agreement, all warranties, conditions and any conditions, warranties or other terms implied by statute or common law are excluded from this Deed to the full fullest extent permitted by law. 10.49.7 The Pebble IPR, the Pebble Services, their use and the results of such use are provided “as is” to the fullest extent permitted by law, and Pebble disclaims all express or implied warranties which may be implied in respect of them. Without limiting The performance of the scope of clauses 10.1 to 10.3, neither Party gives Pebble Services and the Pebble IPR rely on third parties beyond Pebble’s control. Pebble specifically disclaims any warranty, representation or undertaking: 10.4.1. as to 9.7.1 that the efficacy, usefulness or quality use of the Licensed PatentsPebble Services will be uninterrupted or error-free, Results that defects will be corrected and that there are no viruses or Know-Howother harmful components; 10.4.2. 9.7.2 that any of the Licensed Patents are or security methods employed will be valid or subsisting or (in the case of applications) will proceed to grantsufficient; or 10.4.3. that the exploitation of any the Licensed Patents9.7.3 regarding correctness, Results or Know-How or the manufacture, Marketingaccuracy, or use of Licensed Products or products or the exercise of any other rights granted under this Deed will not infringe any Intellectual Property Rights or other rights of any third partyreliability. 10.5. Both Parties accept that there is no restriction imposed on the other Party in relation to the independent development of any Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore using TCRs which do not form part of any Project or which are not comprised within the Licensed Patents, Know-How or Results (“New TCRs”). In particular, subject to clause 3, (a) each Party is free to enter into agreements with third parties in relation to development of products comprising New TCRs; (b) each Party is free to enter into any licence in relation to New TCRs; and (c) each Party is free to independently isolate New TCRs for Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore respectively. 10.6. The liability of either Party under this Deed (whether arising for breach or arising in any other way out of the subject matter of this Deed, including whether under contract or tort) will not include any indirect, incidental or consequential damages or loss (including as relevant any indirect loss of profits). 10.7. Nothing in this Deed will operate to limit or exclude the liability of either party for death or personal injury arising from its negligence or for liability for fraud.

Warranties and Liability. 10.11. Each Party, to the extent that it is the licensor of any intellectual property hereunder, other than jointly owned intellectual property, hereby represents and warrants that it is the proper owner or licensee of such intellectual property and that it has the proper authority, without consent of any other party, to so license such intellectual property. Each Party, to the extent that it is the licensor of any intellectual property hereunder, other than jointly owned intellectual property, hereby represents and warrants that such licensed intellectual property does not, and will not, infringe upon the intellectual property rights of third parties. 2. Each Party warrants and represents that neither it nor any of its employees, agents or representatives who will be rendering any services under this Agreement have ever been debarred or convicted or a crime for which a person can be debarred under 21 U.S.C. 335a, nor to the Co-Development and Distribution Agreement between SurgiVision, Inc. and Brainlab Aktiengesellschaft CONFIDENTIAL 3. knowledge of such Party, threatened to be debarred or indicted for a crime or otherwise engaged in conduct for which a person can be debarred. Each party agrees to notify the other immediately in the event of any such debarment, conviction, threat or indictment occurring during the term of this Agreement, or the three (3) year period following the termination or expiration of this Agreement. 4. SurgiVision agrees to extend to Brainlab and to Brainlab’s customers SurgiVision’s standard product warranty for the ClearPoint Products, as the same may be modified from time to time. EXCEPT AS PROVIDED IN THE PRECEDING SENTENCE, SURGIVISION MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, IN CONNECTION WITH THE CLEARPOINT PRODUCTS, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY. SURGIVISION MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY INTEGRATED PRODUCT. 5. Neither Party shall be liable to the other that it has the full right and power to enter into this Deed. Save as explicitly notified to the other Party at the Effective Date, each Party warrants that as at the Effective Date it has not knowingly misappropriated any third party confidential information or knowingly infringed any third party Intellectual Property Right. 10.2. Each Party warrants that save as explicitly otherwise provided in this Deed (a) it has the rights to grant the licences in clause 3 of this Deed; and (b) it has not granted to any third party any option, licence or right of first refusal in relation to the Licensed Patents, Results or Know-How; and (c) it has not assigned, transferred or granted any option to assign or transfer any of its rights in the Licensed Patents, Results or Know-How. 10.3. Both Parties acknowledge that in entering into this Deed they do not do so in reliance on any representation, warranty or other provision except as expressly provided in this Deed and any conditions, warranties or other terms implied by statute or common law are excluded from this Deed to the full extent permitted by law. 10.4. Without limiting the scope of clauses 10.1 to 10.3, neither Party gives any warranty, representation or undertaking: 10.4.1. as to the efficacy, usefulness or quality of the Licensed Patents, Results or Know-How; 10.4.2. that any of the Licensed Patents are or will be valid or subsisting or (in the case of applications) will proceed to grant; or 10.4.3. that the exploitation of any the Licensed Patents, Results or Know-How or the manufacture, Marketing, or use of Licensed Products or products or the exercise of any other rights granted under this Deed will not infringe any Intellectual Property Rights or other rights of any third party. 10.5. Both Parties accept that there is no restriction imposed on the other Party in relation to the independent development of any Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore using TCRs which do not form part of any Project or which are not comprised within the Licensed Patents, Know-How or Results (“New TCRs”). In particular, subject to clause 3, (a) each Party is free to enter into agreements with third parties in relation to development of products comprising New TCRs; (b) each Party is free to enter into any licence in relation to New TCRs; and (c) each Party is free to independently isolate New TCRs for Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore respectively. 10.6. The liability of either Party under this Deed (whether arising for breach or arising in any other way out of the subject matter of this Deed, including whether under contract or tort) will not include any indirect, incidental consequential or consequential damages special damage or loss (including as relevant any indirect the loss of profits)revenue or profit. 10.7. Nothing in this Deed will operate to limit or exclude the liability of either party for death or personal injury arising from its negligence or for liability for fraud.

Warranties and Liability. 10.1. 9.1 Each Party represents, warrants to the other and undertakes that it has has: (i) the full right requisite rights, consents, power and power authority to enter into this Deed. Save as explicitly notified Agreement and to perform fully its obligations hereunder; and (ii) not entered into and will not enter into any arrangement which would restrict or inhibit the exercise by the other Party at the Effective Date, each Party warrants that as at the Effective Date it has not knowingly misappropriated any third party confidential information or knowingly infringed any third party Intellectual Property Right. 10.2. Each Party warrants that save as explicitly otherwise provided in this Deed (a) it has the rights to grant the licences in clause 3 of this Deed; and (b) it has not granted to any third party any option, licence or right of first refusal in relation to the Licensed Patents, Results or Know-How; and (c) it has not assigned, transferred or granted any option to assign or transfer any of its rights in the Licensed Patents, Results or Know-Howunder this Agreement. 10.3. Both Parties acknowledge that 9.2 This clause 9 sets out the entire liability of each Party (and their employees, agents, consultants, and subcontractors) to the other, in entering into this Deed they do not do so in reliance on respect of any breach of the Agreement, any use by the Company of the Pebble IPR, the Pebble Services or the Pebble Platform, and any representation, warranty statement or other provision except tortious act or omission (including negligence) arising in connection with the Agreement. 9.3 Nothing in this Agreement limits or excludes the liability of either Party for death, personal injury, fraud, fraudulent misrepresentation or fraudulent misstatement. 9.4 Subject to clause 9.3, Pebble shall not be liable to the Company for loss of profits, business, goodwill, anticipated savings, goods, contract, use or data, or for any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses. 9.5 The total liability of Pebble to the Company arising in connection with the performance, or contemplated performance, of the Agreement, will be limited to the total amount of Fees paid or payable to Pebble under this Agreement. 9.6 Except as expressly provided in this Deed Agreement, all warranties, conditions and any conditions, warranties or other terms implied by statute or common law are excluded from this Deed to the full fullest extent permitted by law. 10.49.7 The Pebble IPR, the Pebble Services, their use and the results of such use are provided “as is” to the fullest extent permitted by law, and Pebble disclaims all express or implied warranties which may be implied in respect of them. Without limiting The performance of the scope of clauses 10.1 to 10.3, neither Party gives Pebble Services and the Pebble IPR rely on third parties beyond Pebble’s control. Pebble specifically disclaims any warranty, representation or undertaking: 10.4.1. as to 9.7.1 that the efficacy, usefulness or quality use of the Licensed PatentsPebble Services will be uninterrupted or error-free, Results that defects will be corrected and that there are no viruses or Know-Howother harmful components; 10.4.2. 9.7.2 that any of the Licensed Patents are or security methods employed will be valid or subsisting or (in the case of applications) will proceed to grantsufficient; or 10.4.3. that the exploitation of any the Licensed Patents9.7.3 regarding correctness, Results or Know-How or the manufacture, Marketingaccuracy, or use of Licensed Products or products or the exercise of any other rights granted under this Deed will not infringe any Intellectual Property Rights or other rights of any third partyreliability. 10.5. Both Parties accept that there is no restriction imposed on the other Party in relation to the independent development of any Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore using TCRs which do not form part of any Project or which are not comprised within the Licensed Patents, Know-How or Results (“New TCRs”). In particular, subject to clause 3, (a) each Party is free to enter into agreements with third parties in relation to development of products comprising New TCRs; (b) each Party is free to enter into any licence in relation to New TCRs; and (c) each Party is free to independently isolate New TCRs for Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore respectively. 10.6. The liability of either Party under this Deed (whether arising for breach or arising in any other way out of the subject matter of this Deed, including whether under contract or tort) will not include any indirect, incidental or consequential damages or loss (including as relevant any indirect loss of profits). 10.7. Nothing in this Deed will operate to limit or exclude the liability of either party for death or personal injury arising from its negligence or for liability for fraud.

Warranties and Liability. 10.1. 5.1 Each Party warrants party w xxxxxxx and represents to the other that it has the full right pow er and power authority to enter into this DeedAgreement. 5.2 FT w xxxxxxx and represents to the Client that: (a) to the best of its know ledge the Content does not include any information or material w hich infringes the IPRs of any third party, is defamatory, or is unlaw ful; (b) it has the right to grant the licence granted under this Agreement; and (c) it shall use reasonable care and skill in its provision of the Content to the Client under this Agreement. 5.3 The Client w xxxxxxx and represents to FT that: (a) w here it has requested the Content to be delivered via a Third Party Channel, that it is entitled to use the Third Party Channel and has a valid subsisting agreement w ith the Third Party Channel for the use of that Channel; (b) the number of both Core Readers and Licensed Readers as stated on the Term Sheet is accurate as at the Start Date; (c) it is entitled to provide any Reader Data relating to a Reader that may be provided by the Client to FT; and (d) it shall ensure that the Readers shall only use the Content in accordance w ith the terms of this Agreement and shall not infringe any of FT’s IPRs in the Content. 5.4 FT hereby agrees to fully indemnify the Client against any damages (including reasonable legal costs) w hich may be aw arded by a court of competent jurisdiction against the Client or may be agreed to be paid to any third party, in each case in respect of any claim that the Client’s use of the Content in accordance w ith the terms of this Agreement infringes the IPRs of or is defamatory of such third party (such claim, a “TPC”), provided that: (a) the Client gives w xxxxxx notice to FT of such TPC immediately on becoming aw are of it and does not at any time admit liability or otherw ise attempt to settle or compromise such TPC w ithout FT’s prior w xxxxxx consent; (b) FT shall have sole conduct of the def ence or compromise of any TPC and as betw een FT and the Client shall have the sole right to any costs and damages aw arded as a result; and (c) the Client acts in accordance w ith the reasonable instructions of FT and provides FT w ith such assistance as it shall reasonably require, at FT’s reasonable cost, in respect of the conduct of such defence or compromise. Save as explicitly notified This indemnity shall be the Client’s sole and exclusive remedy in respect of a TPC or any breach by FT of the w arranties provided by it in Clause 5.2(a) or (b). 5.5 Each party w xxxxxxx and represents to the other Party at the Effective Date, each Party warrants that as at the Effective Date it has not knowingly misappropriated any third party confidential information or knowingly infringed any third party Intellectual Property Right. 10.2. Each Party warrants that save as explicitly otherwise provided in this Deed that: (a) it has and w ill continue to have full legal authority to control and process data and that it w ill only control and process data: (i) in accordance w ith all applicable data protection law s now existing or hereinafter enacted (and w ill not cause the rights other party to grant breach the licences same); (ii) in clause 3 accordance w ith the terms of this DeedAgreement; and (iii) for the purposes of performing its obligations under this Agreement; and (b) it has in place and undertakes to maintain throughout the Term of this Agreement appropriate technical and organisational measures against the accidental, unauthorised or unlaw ful processing, destruction, loss, damage or disclosure of data and adequate security programs and procedures to ensure that unauthorised persons do not granted have access to any third party any option, licence or right of first refusal in relation equipment used to the Licensed Patents, Results or Know-How; and (c) it has not assigned, transferred or granted any option to assign or transfer any of its rights in the Licensed Patents, Results or Know-Howprocess data. 10.3. Both Parties acknowledge 5.6 It is hereby agreed that in entering into this Deed they do not do so in reliance on any representation, warranty or other provision except as expressly provided set out in this Deed Agreement and any to the extent permissible by law , all w arranties, conditions, warranties representations, terms or other terms implied by statute undertakings, express or common law implied, statutory or otherw ise are excluded from this Deed hereby excluded. 5.7 FT shall not have any liability to the full Client to the extent permitted such liability arises as a result of a breach of this Agreement by lawthe Client or a breach of the Us age Rights by a Reader. 10.4. Without limiting the scope of clauses 10.1 to 10.3, neither Party gives 5.8 Neither party shall have any warranty, representation or undertaking: 10.4.1. as liability to the efficacy, usefulness or quality of the Licensed Patents, Results or Know-How; 10.4.2. that any of the Licensed Patents are or will be valid or subsisting or (in the case of applications) will proceed to grant; or 10.4.3. that the exploitation of any the Licensed Patents, Results or Know-How or the manufacture, Marketing, or use of Licensed Products or products or the exercise of any other rights granted under this Deed will not infringe any Intellectual Property Rights or other rights of any third party. 10.5. Both Parties accept that there is no restriction imposed on the other Party in relation to the independent development of any Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore using TCRs which do not form part of any Project or which are not comprised within the Licensed Patents, Know-How or Results (“New TCRs”). In particular, subject to clause 3, for: (a) each Party is free to enter into agreements with third parties in relation to development of products comprising New TCRs; (b) each Party is free to enter into any licence in relation to New TCRs; and (c) each Party is free to independently isolate New TCRs for Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore respectively. 10.6. The liability of either Party under this Deed (whether arising for breach or arising in any other way out of the subject matter of this Deed, including whether under contract or tort) will not include any indirect, special, incidental or consequential damages loss or loss damage of any kind w hatsoever; or (including as relevant b) any indirect loss of profits), loss of revenue, anticipated savings, loss of business or loss of data, arising directly or indirectly from this Agreement w hether such damages w ere reasonably foreseeable or actually foreseen. 10.7. Nothing in this Deed will operate 5.9 Without prejudice to limit or exclude FT’s right to payment of Fees ow ing, the aggregate liability of either party arising out of or in connection w ith this Agreement (w hether for breach of contract, negligence or otherw ise) shall be limited to direct damages w hich in no event shall exceed tw ice the aggregate amount of the Fees paid or (if greater) payable by the Client to FT under this Agreement during the 12 month period prior to that in w hich the claim arose. 5.10 The Client agrees that the limitations and restrictions on liability in this Agreement are reasonable taking into account all of the circumstances in w hich it is entered into and that they represent terms forming part of a negotiated agreement. 5.11 Nothing in this Agreement shall operate to exclude or restrict either party’s liability for: (a) death or personal injury arising from caused by its negligence negligence; or for (b) fraud or fraudulent misrepresentation; or (c) any claim under an indemnity contained in this Agreement; or (d) any misuse of FT’s IPRs by the Client or the Readers (including any use of the Content outside the scope of this Agreement); or (e) any liability for fraudw hich cannot be limited or excluded by law . 5.12 This Agreement does not give the Client any rights against a Third Party Channel.

Warranties and Liability. 10.1. Each Party Guardtech warrants that the Goods supplied by it to the other Customer under the Contract will be of satisfactory quality and rea- sonably fit for any purpose made known to Guardtech in writing at the time of Customer’s order or agreement and that it has will carry out the full right Services with reasonable skill and power to enter into this Deedcare. Save Subject as explicitly notified to the other Party at the Effective Dateaforesaid, each Party warrants that as at the Effective Date it has not knowingly misappropriated any third party confidential information or knowingly infringed any third party Intellectual Property Right. 10.2. Each Party warrants that save as explicitly otherwise provided in this Deed (a) it has the rights to grant the licences in clause 3 of this Deed; and (b) it has not granted to any third party any optionall warranties, licence or right of first refusal in relation to the Licensed Patents, Results or Know-How; and (c) it has not assigned, transferred or granted any option to assign or transfer any of its rights in the Licensed Patents, Results or Know-How. 10.3. Both Parties acknowledge that in entering into this Deed they do not do so in reliance on any representation, warranty or other provision except as expressly provided in this Deed and any conditions, warranties conditions or other terms implied by statute or common law are excluded from this Deed to the full fullest extent permitted by law. 10.4. Without limiting law Nothing in these Conditions shall limit or exclude Guardtech ‘s liability for: • death or personal injury caused by its negligence, or the scope negligence of clauses 10.1 its employees, agents or subcontractors (as applica- ble); • fraud or fraudulent misrepresentation; • breach of the terms implied by section 12 of the Sale of Goods Act 1979; • defective products under the Consumer Protection Act 1987; or • any matter in respect of which it would be unlawful for the Supplier to 10.3, neither Party gives any warranty, representation exclude or undertaking: 10.4.1. as restrict liability; subject to which: • if Guardtech is found to be in breach of the Contract its liability shall be limited to the efficacy, usefulness cost of repair or quality replacement of the Licensed PatentsGoods provided or the re-performance of the Services provided; Guardtech shall under no circumstances whatever be liable to the Customer, Results whether in contract, tort (including negligence), breach of statutory duty, or Knowotherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and Guardtech ‘s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods or Services under the Contract. Guardtech agrees that all activities and work performed, directly or indirectly, by or on behalf of Guardtechunder this Agree- ment shall be carried out in accordance with all applicable laws, regulations and policies of the location where Guardtech is perfor¬ming, directly or indirectly, such activi¬ties and work, and any other governmental authority to which Guardtech, the Services or the Products are subject. Guardtech is solely res¬pon¬sible for such compliance and obtaining all permits and licenses required to perform its obligations under this Agreement. Compliance with Anti-How; 10.4.2Bribery Laws: Guardtech prohibits and its authorized agents agree to operate in full compliance with all applicable anti-bribery / anti-corruption legislation in the conduct of their business. This means that no employee or agent or subcontractor of Guardtech may offer, promise, authorize or deliver any payment, gift of any kind, or anything of value to any government official or employee or any other person or entity, including those in the private or commercial sector, where such an action is in violation of any applicable anti-bribery / anti-corruption legislation or where the purpose is to improperly induce the recipient to take action or refrain from taking action that would provide a benefit or advan- tage to the Customer or Guardtech or its related entities. To ensure compliance with this clause, Guardtech shall communicate these requirements to its employees and impose these same compliance requirements on any agents, subcontractors, or other third parties it may hire pursuant to this agreement. Guardtech hereby acknowledges and agrees that any breach of this clause shall be grounds for immediate termination of this Agreement. Guardtech shall protect, indemnify and hold harmless the Customer from any claim, damages, liability costs, fees and expenses incurred by the Customer as a result of a breach by Guardtech. Guardtech certifies that none of the Licensed Patents Services are or will be valid performed and that none of the Products are or subsisting will be manufactured with child, indentured, forced or (prison labor. Guardtech confirms that it will comply with all applicable data protection laws and requirements. This includes the obligation to comply with new data protection laws and requirements that take effect while the contract remains in the case of applications) will proceed effect, and for as long as Guardtech holds or continues to grant; or 10.4.3. that the exploitation of have access to any the Licensed Patents, Results or Know-How or the manufacture, Marketing, or use of Licensed Products or products or the exercise of any other rights granted under this Deed will not infringe any Intellectual Property Rights or other rights of any third party. 10.5. Both Parties accept that there is no restriction imposed on the other Party personal data in relation to this contract. Guardtech understands and agrees that the independent development of confidentiality, data protection and security requirements contained in this contract also apply to any Adaptimmune Licensed Products in the case of Adaptimmunecontractors, sub-contractors, temporary employees or Immunocore Licensed Products, in the case of Immunocore using TCRs which do not form part of other third-parties who may receive access to any Project per- xxxxx data or which are not comprised within the Licensed Patents, Know-How any other confidential or Results (“New TCRs”)proprietary information from Guardtech under this Agreement. In particular, subject to clause 3, (a) each Party is free to Guardtech will ensure that these parties enter into written agreements with third parties substantially similar confidentiality, privacy and security agreements before they are given access to any personal data accessible to Guardtech in relation to development of products comprising New TCRs; (b) each Party is free to enter into any licence in relation to New TCRs; and (c) each Party is free to independently isolate New TCRs for Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore respectively. 10.6. The liability of either Party under this Deed (whether arising for breach or arising in any other way out of the subject matter of this Deedcontract, including whether under contract the servers or tort) will not include any indirect, incidental or consequential damages or loss (including as relevant any indirect loss of profits)other devices on which the data is stored. 10.7. Nothing in this Deed will operate to limit or exclude the liability of either party for death or personal injury arising from its negligence or for liability for fraud.

Warranties and Liability. 10.1. Each Party warrants 9.1 Subject to the other conditions set out below, Xxxxxxxxx warrants that it has at the full right time of delivery the Goods will correspond with their specification and power to enter into this Deed. Save as explicitly notified will be free from defects in material and workmanship. 9.2 The above warranty is given by Xxxxxxxxx subject to the following conditions: 9.2.1 Xxxxxxxxx shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Buyer or any failure by the Buyer to comply with Xxxxxxxxx’x design and installation guidelines issued from time to time; 9.2.2 Xxxxxxxxx shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow Xxxxxxxxx’x instructions (whether oral or in writing), misuse, alteration or repair of the Goods without Xxxxxxxxx’x approval; 9.2.3 Xxxxxxxxx shall be under no liability under the above warranty (or any other Party at warranty, condition or guarantee) if the Effective Date, each Party warrants that as at the Effective Date it Goods P rice has not knowingly misappropriated been paid by the due date for payment; 9.2.4 If the Buyer makes any third party confidential information alteration to any of the Goods without Xxxxxxxxx’x prior written approval then all warranties in the G oods either express or knowingly infringed any third party Intellectual Property Rightimplied shall immediately become void. 10.2. Each Party warrants that save as explicitly otherwise provided 9.3 The above warranty does not extend to parts, material or equipment incorporated in this Deed (a) it has the rights to grant Goods but not manufactured by Xxxxxxxxx in respect of which the licences in clause 3 of this Deed; and (b) it has not granted to any third party any option, licence or right of first refusal in relation Buyer shall be entitled only to the Licensed Patents, Results benefit of any such warranty or Know-How; and (c) it has not assigned, transferred or granted any option guarantee as is given by the manufacturer to assign or transfer any of its rights in the Licensed Patents, Results or Know-HowXxxxxxxxx. 10.3. Both Parties acknowledge that in entering into this Deed they do not do so in reliance on any representation, warranty or other provision except 9.4 Subject as expressly provided in this Deed these Conditions or to any express warranty or guarantee given by Xxxxxxxxx in writing and any conditionswhich is expressed to be part of the Contract, warranties all warranties, conditions or other terms implied by statute or common law are excluded from this Deed to the full fullest extent permitted by lawpossible. 10.4. Without limiting 9.5 The Buyer shall within 7 days of the scope arrival of clauses 10.1 to 10.3each delivery of the Goods, notify Xxxxxxxxx in writing of any defect by reas on of which the Buyer alleges that the Goods delivered are not in accordance with the specification and which should be apparent on reasonable inspection. 9.6 If either party is affected by Force Majeure it shall promptly notify the other party of the nature and extent of the circums tances in question. 9.7 Notwithstanding any other provision of these Conditions, neither Party gives any warrantyparty shall be deemed to be in breach of these Conditions, representation or undertaking: 10.4.1. as otherwise be liable to the efficacyother, usefulness for any delay in performance or quality the non-performance of any of its obligations under the Contract, to the extent that the delay or non-performance is due to any Force Majeure of which it has notified the other party, and time for performance of that obligation shall be extended accordingly. 9.8 If at any time Xxxxxxxxx claims Force Majeure in respect of its obligations under the Contract with regard to the supply of t he Goods, Xxxxxxxxx shall, where possible, be entitled to obtain from any other person such quantity of the Licensed Patents, Results Goods as Xxxxxxxxx is unable to supply and Xxxxxxxxx shall be entitled to supply those goods to the Buyer and the Buyer shall not be entitled to reject those goods on the basis that they have not been manufactured by Xxxxxxxxx. 9.9 As a condition precedent to any claim by the Buyer which is based on any defect in the quality or Know-How; 10.4.2. that any condition of the Licensed Patents are Goods or will their failure to correspond with specification the Buyer shall notify Xxxxxxxxx within 7 days after discovery of the defect or failure. If the Buyer does not notify Xxxxxxxxx accordingly, the Buyer shall not be entitled to reject the Goods and Xxxxxxxxx shall have no liability for any such defect or failure, and the Buyer shall be bound to pay the Goods Price as if the Goods have been in accordance with the Contract and any specification. 9.10 Where any valid or subsisting or (claim in respect of the Goods which is based on any defect in the case quality or condition of applications) will proceed the Goods or a part of the Goods or their failure to grant; or 10.4.3. that meet specification is notified to Xxxxxxxxx in accordance with these Conditions, Xxxxxxxxx shall be entitled to replace the exploitation of any the Licensed Patents, Results or Know-How Goods (or the manufacturepart in question) or at Xxxxxxxxx’x sole discretion, Marketingrefund to the Buyer the Goods Price where all of the Goods are defective (or a proportionate part of the Goods Price where not all the Goods are defective) but Xxxxxxxxx shall have no further liability to the Buyer. 9.11 Except in respect of death or personal injury caused by Xxxxxxxxx’x negligence Xxxxxxxxx shall not be liable to the Buyer for any consequential loss or damage however caused which arises out of or in connection with the supply of the Goods or their use or sale by the Buyer, except as expressly provided in these Conditions, or use of Licensed Products or products or the exercise of any other rights granted under this Deed will not infringe any Intellectual Property Rights or other rights losses arising as a result of any third partyparty bringing a claim in respect of any nature whatsoever. 10.5. Both Parties accept that there is no restriction imposed on 9.12 Xxxxxxxxx shall not be liable to the other Party Buyer or be deemed to be in breach of the Contract by reason of any delay in performing or failure to perform, any of Xxxxxxxxx’x obligations in relation to the independent development of Goods, if the delay or failure was due to any Adaptimmune Licensed Products in the case of Adaptimmunecause beyond Xxxxxxxxx’x control. 9.13 Xxxxxxxxx’x total aggregate liability arising out of, or Immunocore Licensed Products, in connection with the performance or contemplated performance of the Contract whether for negligence or breach of contract or any case whatsoever shall in no event exceed the value or replacement cost of Immunocore using TCRs which do not form part of any Project the price paid or payable by the Buyer for the Goods which are not comprised within the Licensed Patents, Know-How or Results (“New TCRs”). In particular, subject to clause 3, (a) each Party is free to enter into agreements with third parties in relation to development of products comprising New TCRs; (b) each Party is free to enter into any licence in relation to New TCRs; and (c) each Party is free to independently isolate New TCRs for Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore respectively. 10.6Contract. The Goods Price has been calculated on the basis that Xxxxxxxxx will exclude or limit its liability of either Party under this Deed (whether arising as set out in these Conditions and the Buyer by placing an order agrees and warrants that it shall insure against or bear itself any loss for breach which Xxxxxxxxx has excluded or arising limited its liability in any other way out of these Conditions and Xxxxxxxxx shall have no further liability to the subject matter of this Deed, including whether under contract or tort) will not include any indirect, incidental or consequential damages or loss (including as relevant any indirect loss of profits)Buyer. 10.7. Nothing in this Deed will operate to limit or exclude the liability of either party for death or personal injury arising from its negligence or for liability for fraud.

Warranties and Liability. 10.1. Each Party (a) The Contractor warrants to the Purchaser that all Goods are of merchantable quality, of good material and workmanship, reasonably fit for their intended purpose and use as set out (where applicable) in the Australian Therapeutic Goods Administration certificate and are free from defects. The Contractor warrants that any Personnel of the Contractor engaged in the provision of Services are appropriately qualified, experienced and suitable to provide the Services. The Contractor warrants that the provision of the Goods or Services does not infringe any intellectual property right or other right of a third party and that it has obtained all necessary licences, permits or approvals required for the supply of the Goods or Services. The Contractor warrants that the Purchaser will have the full benefit of any manufacturer’s warranty; and where the Contractor is not the manufacturer of the Goods, the Contractor assigns the benefit of such warranties to the Purchaser or the Purchaser’s nominee. The Contractor warrants that replacement parts of the Goods are and will continue to be available for a period of [five] years from the date of delivery and that the Contractor will provide at least 12 months’ notice of any replacement parts being made obsolete. The Contractor also warrants that it has the full right to sell the goods and power to enter into this Deedthe Goods are free from any charge or encumbrance. Save as explicitly notified to The Contractor guarantees the other Party at Goods against patent and/or latent defects for [12 months] from acceptance or for the Effective Date, each Party warrants that as at period offered by the Effective Date it has not knowingly misappropriated any third party confidential information or knowingly infringed any third party Intellectual Property Rightmanufacturer (if longer). 10.2. Each Party warrants that save as explicitly otherwise provided in this Deed (a) it has the rights to grant the licences in clause 3 of this Deed; and (b) it has not granted to The Contractor must indemnify the Purchaser and each of its Personnel (Indemnified Party) against any loss, damage, claim, action or expense (including all legal expense) or compensation arising directly from: i. personal injury, including sickness and death; ii. property damage; iii. any warranty given by the Contractor under this Agreement being incorrect or misleading in any way; iv. fraudulent acts or omissions; v. wilful misconduct or unlawful act or omission; vi. third party any option, licence or right claim arising out of first refusal in relation to the Licensed Patents, Results or Know-How; and (c) it has not assigned, transferred or granted any option to assign or transfer any of its rights in the Licensed Patents, Results or Know-How. 10.3. Both Parties acknowledge that in entering into this Deed they do not do so in reliance on any representation, warranty or other provision except as expressly provided in this Deed and any conditions, warranties or other terms implied by statute or common law are excluded from this Deed to the full extent permitted by law. 10.4. Without limiting the scope of clauses 10.1 to 10.3, neither Party gives any warranty, representation or undertaking: 10.4.1. as to the efficacy, usefulness or quality a breach of the Licensed Patents, Results Agreement by the Contractor or Know-How; 10.4.2. that its Personnel (including breach of warranty) or any negligent act or omission of the Licensed Patents are Contractor or will be valid or subsisting or (in the case of applications) will proceed to grantits Personnel; or 10.4.3vii. that infringement or alleged infringement of the exploitation of any the Licensed Patents, Results or Know-How or the manufacture, Marketing, or use of Licensed Products or products or the exercise of any other rights granted under this Deed will not infringe any Intellectual Property Rights or any other rights of any person, including any third party, which was caused, or contributed to by, any act or omission by the Contractor or any of its Personnel. 10.5. Both Parties accept that there is no restriction imposed on the other Party in relation to the independent development of any Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore using TCRs which do not form part of any Project or which are not comprised within the Licensed Patents, Know-How or Results (“New TCRs”). In particular, subject to clause 3, (a) each Party is free to enter into agreements with third parties in relation to development of products comprising New TCRs; (b) each Party is free to enter into any licence in relation to New TCRs; and (c) each Party is free The Contractor’s liability to independently isolate New TCRs for Adaptimmune Licensed Products in indemnify the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore respectively. 10.6. The liability of either Indemnified Party under this Deed (whether arising for breach clause 6(b) is reduced to the extent that any wilful, unlawful or arising in any other way out of negligent act or omission by the subject matter of this DeedIndemnified Party contributed to the loss, including whether under contract damage, claim, action, expense or tort) will not include any indirect, incidental or consequential damages or loss (including as relevant any indirect loss of profits)compensation. 10.7. Nothing in this Deed will operate to limit or exclude the liability of either party for death or personal injury arising from its negligence or for liability for fraud.

Warranties and Liability. 10.111.1. Each MedinCell warrants that as of the Effective Date MedinCell has full ability to enter into this Agreement and the right to license the Licensed Technology and that, to the reasonable knowledge of MedinCell as of the Effective Date, there are no Encumbrances over the Licensed Technology that are inconsistent with this Agreement. Neither MedinCell nor MPP has granted or will grant to any Third Party any of its right, licence or interest in, to or under the Licensed Technology that would conflict the Parties’ ability to comply with the terms of this Agreement. 11.2. Either Party warrants to the other Party that as of the Effective Date: i. it has the full right all requisite corporate power and power authority to enter into this DeedAgreement and to perform its obligations under this Agreement; ii. Save as explicitly notified to the other execution of this Agreement and the performance by it of its obligations under this Agreement have duly been authorized by all necessary action on behalf of such Party; iii. this Agreement is legally binding and enforceable on either Party at the Effective Datein accordance with its terms; 11.3. EXCEPT AS EXPRESSLY STATED IN CLAUSE 11.1, each Party warrants that as at the Effective Date it has not knowingly misappropriated any third party confidential information or knowingly infringed any third party Intellectual Property RightMEDINCELL DOES NOT MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO: 11.3.1. THE QUALITY OF THE LICENSED TECHNOLOGY; 11.3.2. THE SUITABILITY OF THE LICENSED TECHNOLOGY FOR ANY PARTICULAR USE; 11.3.3. THAT ANY OF THE LICENSED PATENTS IS OR WILL BE VALID OR SUBSISTING OR (IN THE CASE OF AN APPLICATION) WILL PROCEED TO GRANT. 10.211.4. Each Party warrants that save as explicitly otherwise provided in this Deed EXCEPT FOR A BREACH OF CONFIDENTIALITY (aCLAUSE 11) it has the rights to grant the licences in clause 3 of this Deed; and OR THE OBLIGATIONS OF INDEMNIFICATIONS (b) it has not granted to any third party any optionCLAUSE 13), licence or right of first refusal in relation to the Licensed PatentsNEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, Results or Know-How; and (c) it has not assignedCONSEQUENTIAL, transferred or granted any option to assign or transfer any of its rights in the Licensed PatentsSPECIAL, Results or Know-HowEXEMPLARY, PUNITIVE OR INCIDENTAL DAMAGES RELATED TO THIS AGREEMENT, INCLUDING WITHOUT LIMITING DAMAGES FOR LOST PROFITS OR LOST REVENUES WHETHER UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, AND REGARDLESS OF WHETHER IT HAS BEEN INFORMED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES. 10.3. Both Parties acknowledge that in entering into this Deed they do not do so in reliance on any representation, warranty or other provision except as expressly provided in this Deed and any conditions, warranties or other terms implied by statute or common law are excluded from this Deed to the full extent permitted by law. 10.4. Without limiting the scope of clauses 10.1 to 10.3, neither Party gives any warranty, representation or undertaking: 10.4.1. as to the efficacy, usefulness or quality of the Licensed Patents, Results or Know-How; 10.4.2. that any of the Licensed Patents are or will be valid or subsisting or (in the case of applications) will proceed to grant; or 10.4.3. that the exploitation of any the Licensed Patents, Results or Know-How or the manufacture, Marketing, or use of Licensed Products or products or the exercise of any other rights granted under this Deed will not infringe any Intellectual Property Rights or other rights of any third party. 10.5. Both Parties accept that there is no restriction imposed on the other Party in relation to the independent development of any Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore using TCRs which do not form part of any Project or which are not comprised within the Licensed Patents, Know-How or Results (“New TCRs”). In particular, subject to clause 3, (a) each Party is free to enter into agreements with third parties in relation to development of products comprising New TCRs; (b) each Party is free to enter into any licence in relation to New TCRs; and (c) each Party is free to independently isolate New TCRs for Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore respectively. 10.6. The liability of either Party under this Deed (whether arising for breach or arising in any other way out of the subject matter of this Deed, including whether under contract or tort) will not include any indirect, incidental or consequential damages or loss (including as relevant any indirect loss of profits). 10.711.5. Nothing in this Deed will operate to limit Agreement limits or exclude the liability of excludes either party for death or personal injury arising from its negligence or for Party's liability for fraudfor death, personal injury, any fraud or any liability that, by law, cannot be limited or excluded.

Warranties and Liability. 10.1. Each Party (a) The Licensor warrants to the other that it has the full right and power authority to enter into grant and provide the 3 Clicks Licence under this Deedagreement and that the development of 3 Clicks and the Manual have both been undertaken with reasonable care. Save as explicitly notified Where deficiencies the subject of an Issue in 3 Clicks and the Manual are found to exist, the other Party at the Effective Date, each Party warrants that as at the Effective Date it has not knowingly misappropriated any third party confidential information or knowingly infringed any third party Intellectual Property RightLicensor will take reasonable steps to rectify those deficiencies. 10.2. Each Party warrants that save as explicitly otherwise provided in this Deed (a) it has the rights to grant the licences in clause 3 of this Deed; and (b) it has The Licensor does not granted to warrant that the operation of 3 Clicks or any third party any optionassociated software components will be uninterrupted or error free, licence or right of first refusal that 3 Clicks will operate in relation to hardware and software combinations selected by the Licensed Patents, Results or Know-How; and Licensee (c) it has The Licensee covenants and agrees that the Licensor will not assignedbe liable for and hereby indemnifies the Licensor against any defects resulting from improper or inadequate maintenance by the Licensee; other software of the Licensee or any third party, transferred interfacing or granted supplies; unauthorised modification; improper use or operation outside of the specifications for 3 Clicks; abuse, negligence, accident, loss or damage in transit; improper site preparation; or unauthorised maintenance or repair. (d) The Licensor will not be held responsible for any option business or legal decisions, actions or omissions taken by the Licensee based on the Licensee’s use of 3 Clicks however the Licensor will use its best endeavours to assign ensure the integrity of the service and for this purpose the Licensor will conduct regular sample tests on a backup of the Licensee’s service. (e) Except to the extent that the exclusion, restriction or transfer any modification of its certain conditions, warranties and rights is prohibited in the Licensed Patents, Results context of this Agreement by the Competition and Consumer Xxx 0000 (Cth) or Know-How.any equivalent State or Territory legislation then for the purposes of this agreement and more particularly the provision by the Licensor to the Licensee of the use of 3 Clicks 10.3. Both Parties acknowledge that in entering into this Deed they do not do so in reliance on any representation, warranty or other provision except as expressly provided in this Deed and (i) any conditions, warranties or other terms rights implied to the Licensee's benefit by statute legislation, conduct or common law business practice are hereby excluded from this Deed to the full maximum extent permitted by lawpermissible; (ii) Neither party shall be liable to the other party for any consequential or pure economic loss howsoever arising (including negligence); and (iii) Other than as specifically provided for in Sub-paragraph 6.2 (e) (iv) immediately below a party’s liability under this Agreement howsoever arising (including negligence) shall be limited to the Usage Fee amounts paid to the Licensor under this Agreement in the 12 months immediately before the claim arose. 10.4. Without limiting the scope (iv) The Licensor's liability in respect of clauses 10.1 to 10.3, neither Party gives any warranty, representation or undertakingclaim that arises under: 10.4.1. as a) Sub-clause 2.2 shall be limited to the efficacyEnhancement Fee paid by the Licensee to the Licensor for the specific enhancement implemented by the Licensor pursuant to an Enhancement Request by the Licensee; and b) Paragraph 3.1(j) shall be limited to the amount paid by the Licensee to the Licensor pursuant to the specific Category C Support service that was negotiated between the Licensor and the Licensee following a request by the Licensee for that Category C Support. (f) Without derogating from clause 6.2(e), usefulness where a condition, warranty or quality right cannot be excluded but under the Competition and Consumer Xxx 0000 (Cth) or any equivalent State or Territory legislation may be restricted, the Licensor’s liability with respect to the supply of goods is limited to the replacement of the Licensed Patentsgoods or the supply of equivalent goods or the repair of the goods, Results or Know-Howthe payment of the cost of replacing the goods or of acquiring equivalent goods, or the payment of the cost of having the goods repaired, and with respect to the supply of services is limited to the supplying of the services again or the payment of the cost of having the services supplied again. (g) The Licensee: (i) Warrants that where the Licensee requests the licensor to integrate 3 Clicks or any associated software component with 3rd party software that it holds all necessary valid licenses in relation to such 3rd party software that those licenses allow for such integration. (ii) indemnifies and holds harmless the Licensor against any loss, damage or liability with respect to: a) any failure by the Licensee to pay any fees or disbursements as and when they fall due, and the Licensor’s reasonable costs in following up and/or enforcing its rights with respect to such fees or disbursements; and b) any claim by a third party with respect to an alleged infringement by the Licensor of that third party’s intellectual property rights being rights with respect to which the Licensee is obliged to obtain a licence or assignment under subclause (a); 10.4.2(h) The Licensee acknowledges that while the Licensor will take all reasonable measures to protect the Service from computer viruses, such risks cannot be completely excluded and will not hold the Licensor responsible for such risks arising except in the circumstances where the Licensor does not have as part of its service, industry standard anti-virus software where it is appropriate to do so. The Licensor will remove any viruses that it caused to be transmitted to the Licensee’s computer network or computers at its own cost. (i) The Licensee acknowledges that while the Licensor will take all reasonable measures to avoid the loss of data from any cause related to the provision of the Licensed Patents are or services, such risks cannot be completely excluded and will not hold the Licensor responsible for such risks arising. Other than where the undertaking of backup is part of the services, the Licensee will be valid responsible for backing up its data at its own cost prior to any repair or subsisting maintenance of its computer network, computers, computer software or other equipment by the Licensor. (in j) This Agreement will not be governed by the case United Nations Convention on Contracts for the International Sale of applicationsGoods, the application of which is expressly excluded. (k) The Licensor will comply with all applicable laws and regulations, including but not limited to the Privacy Act. (l) The Licensor warrants that all the services it provides: (i) will proceed be carried out with all due care and skill and by suitably competent and trained personnel engaged by the Licensor; (ii) will be carried out in a professional and timely manner having reasonable regard to grant; orthe matter or issue being dealt with; 10.4.3. that the exploitation of any the Licensed Patents, Results or Know-How or the manufacture, Marketing, or use of Licensed Products or products or the exercise of any other rights granted under this Deed (iii) will not infringe any Intellectual Property Rights or other rights and/or moral rights of any person. Notwithstanding any other provision of this Agreement, the Licensor indemnifies and holds harmless the Licensee against any loss, damage or liability with respect to any claim by a 3rd party with respect to an alleged infringement by the Licensee of that third party. 10.5. Both Parties accept that there is no restriction imposed on ’s intellectual property or moral rights with respect to services or goods provided by the other Party in relation Licensor to the independent development of any Adaptimmune Licensed Products in Licensee under the case of Adaptimmune, or Immunocore Licensed Products, in 3 Clicks Licence granted to the case of Immunocore using TCRs which do not form part of any Project or which are not comprised within the Licensed Patents, Know-How or Results (“New TCRs”). In particular, subject to clause 3, (a) each Party is free to enter into agreements with third parties in relation to development of products comprising New TCRs; (b) each Party is free to enter into any licence in relation to New TCRs; and (c) each Party is free to independently isolate New TCRs for Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore respectivelyLicensee. 10.6. The liability of either Party under this Deed (whether arising for breach or arising in any other way out of the subject matter of this Deed, including whether under contract or tort) will not include any indirect, incidental or consequential damages or loss (including as relevant any indirect loss of profits). 10.7. Nothing in this Deed will operate to limit or exclude the liability of either party for death or personal injury arising from its negligence or for liability for fraud.

Warranties and Liability. 10.18.1 People Source warrants that the Project shall be delivered and performed by personnel possessing competency consistent with applicable industry standards. Each Party warrants No other representation, express or implied, and no warranty or guarantee are included or intended in this Agreement, or in any report, opinion, deliverable, work product, document or otherwise. Furthermore, no guarantee is made as to the efficacy or value of the Project. THIS SECTION SETS OUT THE ONLY WARRANTIES PROVIDED BY PEOPLE SOURCE CONCERNING THE PROJECT. THIS WARRANTY IS MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, TITLE OR OTHERWISE. 8.2 Neither party will be liable to the other that it has party or any third parties for any indirect liability, claims, costs, losses, damages and expenses whether arising in tort or under contract, statute, common law or otherwise howsoever arising out of or in connection with the full right and power to enter into this Deed. Save as explicitly notified provision of the Project to the Client, or in any other Party way connected with this Agreement. People Source’s liability for damages or indemnity under this Agreement regardless of the form of action will not exceed per claim and in the aggregate the lesser of the total amount actually paid by the Client to People Source under the relevant Statement of Work during the twelve (12) months preceding the events giving rise to the liability or £1,000,000 capped at the Effective Date, each Party warrants that as at the Effective Date it has not knowingly misappropriated any third party confidential information or knowingly infringed any third party Intellectual Property Right£1,000,000 in aggregate. 10.28.3 All Deliverables are created solely for the internal use and benefit of the Client and may not be disclosed to any other third parties, used or relied upon for any other purpose unless agreed to in advance in writing by People Source. Each Party warrants that save as explicitly otherwise provided in this Deed Accordingly, the Client may not provide copies of the Deliverables or make any service (aforming part of the Services) it has the rights to grant the licences in clause 3 of this Deed; and (b) it has not granted available to any third party any option, licence in contradiction of this Agreement. People Source accepts no liability or right of first refusal in relation responsibility to the Licensed Patents, Results or Know-How; and (c) it has not assigned, transferred or granted any option to assign or transfer any of its rights in the Licensed Patents, Results or Know-How. 10.3. Both Parties acknowledge that in entering into this Deed they do not do so in reliance on any representation, warranty or other provision except as expressly provided in this Deed and any conditions, warranties or other terms implied by statute or common law are excluded from this Deed to the full extent permitted by law. 10.4. Without limiting the scope of clauses 10.1 to 10.3, neither Party gives any warranty, representation or undertaking: 10.4.1. as to the efficacy, usefulness or quality of the Licensed Patents, Results or Know-How; 10.4.2. that any of the Licensed Patents are or will be valid or subsisting or (in the case of applications) will proceed to grant; or 10.4.3. that the exploitation of any the Licensed Patents, Results or Know-How or the manufacture, Marketing, or use of Licensed Products or products or the exercise of any other rights granted under this Deed will not infringe any Intellectual Property Rights or other rights of any third party. 10.5. Both Parties accept that there is no restriction imposed on party who benefits from or uses the other Party in relation to the independent development of any Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore using TCRs which do not form part of any Project or which are not comprised within the Licensed Patents, Know-How or Results (“New TCRs”). In particular, subject to clause 3, (a) each Party is free to enter into agreements with third parties in relation to development of products comprising New TCRs; (b) each Party is free to enter into any licence in relation to New TCRs; and (c) each Party is free to independently isolate New TCRs for Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore respectively. 10.6. The liability of either Party under this Deed (whether arising for breach or arising in any other way out of the subject matter of this Deed, including whether under contract or tort) will not include any indirect, incidental or consequential damages or loss (including as relevant any indirect loss of profits). 10.7. Nothing in this Deed will operate to limit or exclude the liability of either party for death or personal injury arising from its negligence or for liability for fraud.component of

Warranties and Liability. 10.1. Each Party 15.1 Celly Canada warrants to the other that it has the full right and power to enter into this Deed. Save as explicitly notified to the other Party at the Effective Date, each Party Date and Celly U.S. warrants that at the Amendment and Restatement Effective Date: (a) it has full corporate power and authority to enter into, execute and perform its obligations under this Agreement; and (b) the execution of this Agreement and performance of its obligations under it will not breach any other agreement or obligation to which the party is a party or by which it is bound (including any obligation of confidence). 15.2 Subject to section 15.4, FSD warrants to Celly Canada as at the Effective Date it has not knowingly misappropriated any third party confidential information or knowingly infringed any third party Intellectual Property Right.and Celly U.S. as at the Amendment and Restatement Effective Date: 10.2. Each Party warrants that save as explicitly otherwise provided in this Deed (a) so far as Licensor is aware, it has the all necessary rights to grant the licences License set out in clause 3 of this Deed; and section 2; (b) it has so far as Licensor is aware, a Licensee’s use of the Licensed IP in accordance with this Agreement will not granted to infringe the rights of any third party any option, licence or right of first refusal in relation to the Licensed Patents, Results or Know-How; and party; (c) it has not assigned, transferred or granted any option Licenses, or entered into arrangement, that would conflict with the rights granted to assign a Licensee under this Agreement; (d) it owns or transfer any has the right to license the Licensed IP both legally and beneficially; (e) subject to the grant of its rights the License to a Licensee in this Agreement, Licensor has the exclusive right to Commercialize the Licensed IP in the Territory; (f) neither the Licensed PatentsIP nor the Licensed IP is not encumbered, Results mortgaged or Know-How.charged in any way, nor subject to any lien; 10.3. Both Parties acknowledge that (g) neither the Licensed IP nor the Licensed IP infringes any third party Intellectual Property Rights; and (h) other than the Litigation Matter, there is no litigation pending (of which Licensor has been made aware) in entering into this Deed they do not do so in reliance on any representation, warranty or other provision except as expressly provided in this Deed and any conditions, warranties or other terms implied by statute or common law are excluded from this Deed to the full extent permitted by law. 10.4. Without limiting the scope of clauses 10.1 to 10.3, neither Party gives any warranty, representation or undertaking: 10.4.1. as to the efficacy, usefulness or quality respect of the Licensed PatentsIP to which Licensor is a party, Results or Know-How; 10.4.2. that any of the Licensed Patents are or will be valid or subsisting or (in the case of applications) will proceed to grant; or 10.4.3. that the exploitation of any the Licensed Patents, Results or Know-How or the manufacture, Marketing, or use of Licensed Products or products or the exercise of any other rights granted under this Deed will not infringe any Intellectual Property Rights or other rights of any third party. 10.5. Both Parties accept that and there is no restriction imposed on the other Party claim or demand that has been received by Licensor from any person in relation to the independent development Licensed IP. (i) none of Licensor’s directors, officers or employees have ever been convicted of any Adaptimmune Licensed Products in criminal offence or, to the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore using TCRs which do not form part of any Project or which are not comprised within the Licensed Patents, Know-How or Results (“New TCRs”). In particular, subject to clause 3, (a) each Party is free to enter into agreements with third parties in relation to development of products comprising New TCRs; (b) each Party is free to enter into any licence in relation to New TCRs; and (c) each Party is free to independently isolate New TCRs for Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore respectively. 10.6. The liability of either Party under this Deed (whether arising for breach or arising in any other way out best of the subject matter of this DeedLicensor’s knowledge, materially breached any laws, regulations or industry codes relating to responsible research practices, anti-bribery and corruption, anti-money laundering or fundamental human rights including whether under contract or tort) will not include any indirectprohibitions on child labor, incidental or consequential damages or loss (including as relevant any indirect loss of profits)slavery, forced labor and human trafficking. 10.7. Nothing in this Deed will operate to limit or exclude the liability of either party for death or personal injury arising from its negligence or for liability for fraud.

Warranties and Liability. 10.110.1 Save as provided in 10.2.,10.3 and 10.4, no representation, condition or warranty other than those expressly set out in this Agreement is made or given by or out behalf of Gemini a LSB. Each Party warrants All condition and warranties whether arising by operation of law or otherwise are hereby expressly excluded including any conditions and warranties to the other that it has the full right and power to enter into this Deed. Save as explicitly notified to the other Party at the Effective Date, each Party warrants that as at the Effective Date it has not knowingly misappropriated any third party confidential information or knowingly infringed any third party Intellectual Property Right. 10.2. Each Party warrants that save as explicitly otherwise provided in this Deed (a) it has the rights to grant the licences in clause 3 of this Deed; and (b) it has not granted to any third party any option, licence or right of first refusal in relation to the Licensed Patents, Results or Know-How; and (c) it has not assigned, transferred or granted any option to assign or transfer any of its rights in the Licensed Patents, Results or Know-How. 10.3. Both Parties acknowledge that in entering into this Deed they do not do so in reliance on any representation, warranty or other provision except as expressly provided in this Deed and any conditions, warranties or other terms implied by statute or common law are excluded from this Deed to the full extent permitted by law. 10.4. Without limiting the scope of clauses 10.1 to 10.3, neither Party gives any warranty, representation or undertaking: 10.4.1. as to the efficacy, usefulness or quality of the Licensed Patents, Results or Know-How; 10.4.2. effect that any of the Licensed Patents are acts to be undertaken by LSB a Gemini pursuant to this Agreement will nor infringe to rights of third parties. 10.2 Gemini wants that it has secured all rights necessary to commercially develop the Samples and Gemini Data, and/or any uses thereof, for the purposes envisaged in this Agreement. 10.3 LSB shall be responsible for and indemnify Gemini and its directors, officers, servants and agents (collectively "the Indemnified Party") against any and all liability, loss, damage, cost and expense (including legal costs) incurred or will be valid or subsisting or (in suffered by the case of applications) will proceed to grant; or 10.4.3. that the exploitation Indemnified Party as a result of any claim brought against Gemini by a third party which is related to the Licensed Patents, Results activities of LSB or Knowits sub-How or the manufacture, Marketing, or licensees hereunder including a claim that use of Licensed Products any Product developed and commercialised by or products for LSB has caused death or the exercise of any other rights granted bodily injury. An Indemnified Party that intends to claim indemnification under this Deed will not infringe any Intellectual Property Rights or other rights Clause 10.2 shall promptly notify LSB of any third partyparty claim in respect of which the indemnified Party intends to claim that indemnification. The Indemnified Party shall not compromise or settle the claim prior to any such notice. LSB may assume to defence of any such third party claim with counsel mutually satisfactory to the Parties provided, however, that an Indemnified Party shall have the right to retain its own counsel, if representation of that Indemnified Party by the counsel retained by LSB would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by that counsel in the proceedings. The Indemnified Party shall co-operate with LSB and its legal representatives in the investigation of any matter covered by this indemnification. 10.510.4 Gemini shall be responsible for and indemnify LSB and its directors, officers, servants and agents (collectively "the Indemnified Party") against any and all liability, loss, damage, cost and expense (including legal costs) incurred or suffered by the Indemnified Party as a result of any claim bought against LSB by a third party which is related to the ownership or rights relating to the Samples or to the activities of Gemini or its sub-licensees hereunder including a claim that use of any Product developed and/or commercialised by or for Gemini in accordance with this Agreement has caused death or bodily injury. Both Parties accept An indemnified Party that there is no restriction imposed on intends to claim indemnification under this Clause 10.3 shall promptly notify Gemini of any third party claim in respect of which the Indemnified Party intent to claim that indemnification. The Indemnified Party shall not compromise or settle any other claim prior to any such notice. Gemini may assume the defence of any such third party claim with counsel mutually satisfactory to the Parties, provided, however than an Indemnified Party shall have the right to retain its own counsel, if representation of that Indemnified Party by the counsel retained by Gemini would be inappropriate due to actual or potential differing interest between the Indemnified Party and any other party represented by that counsel in the proceedings. The Indemnified Party shall co-operate fully with Gemini and its legal representatives in the investigation of any matter covered by this indemnification. 10.5 Subject to the provision of Clauses 10.2 and 10.3 neither Party shall be liable to the other Party in relation to the independent development contract, tort, negligence, breach of statutory duty or otherwise for any economic loss or other loss of turnover, profits, business or goodwill or any loss, damage, costs or expenses of any Adaptimmune Licensed Products in nature whatsoever incurred or suffered by the case other or its Affiliates of Adaptimmune, an indirect or Immunocore Licensed Products, in the case of Immunocore using TCRs which do not form part of any Project or which are not comprised within the Licensed Patents, Know-How or Results (“New TCRs”). In particular, subject to clause 3, (a) each Party is free to enter into agreements with third parties in relation to development of products comprising New TCRs; (b) each Party is free to enter into any licence in relation to New TCRs; and (c) each Party is free to independently isolate New TCRs for Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore respectively. 10.6. The liability of either Party under this Deed (whether consequential nature arising for breach or arising in any other way out of the subject matter of or in connection with this Deed, including whether under contract or tort) will not include any indirect, incidental or consequential damages or loss (including as relevant any indirect loss of profits)Agreement. 10.7. Nothing in this Deed will operate to limit or exclude the liability of either party for death or personal injury arising from its negligence or for liability for fraud.

Warranties and Liability. 10.1. 5.1 Each Party party warrants and represents to the other that it has the full right power and power authority to enter into this DeedAgreement. 5.2 FT warrants and represents to the Client that: (a) to the best of its knowledge the Content does not include any information or material which infringes the IPRs of any third party, is defamatory, or is unlawful; (b) it has the right to grant the licence granted under this Agreement; and (c) it shall use reasonable care and skill in its provision of the Content to the Client under this Agreement. 5.3 The Client warrants and represents to FT that: (a) where it has requested the Content to be delivered via a Third Party Channel, that it is entitled to use the Third Party Channel and has a valid subsisting agreement with the Third Party Channel for the use of that Channel; (b) the number of both Core Readers and Licensed Readers as stated on the Term Sheet is accurate as at the Start Date; (c) it is entitled to provide any Reader Data relating to a Reader that may be provided by the Client to FT; and (d) it shall ensure that the Readers shall only use the Content in accordance with the terms of this Agreement and shall not infringe any of FT’s IPRs in the Content. 5.4 FT hereby agrees to fully indemnify the Client against any damages (including reasonable legal costs) which may be awarded by a court of competent jurisdiction against the Client or may be agreed to be paid to any third party, in each case in respect of any claim that the Client’s use of the Content in accordance with the terms of this Agreement infringes the IPRs of or is defamatory of such third party (such claim, a “TPC”), provided that: (a) the Client gives written notice to FT of such TPC immediately on becoming aware of it and does not at any time admit liability or otherwise attempt to settle or compromise such TPC without FT’s prior written consent; (b) FT shall have sole conduct of the defence or compromise of any TPC and as between FT and the Client shall have the sole right to any costs and damages awarded as a result; and (c) the Client acts in accordance with the reasonable instructions of FT and provides FT with such assistance as it shall reasonably require, at FT’s reasonable cost, in respect of the conduct of such defence or compromise. Save as explicitly notified This indemnity shall be the Client’s sole and exclusive remedy in respect of a TPC or any breach by FT of the warranties provided by it in Clause 5.2(a) or (b). 5.5 Each party warrants and represents to the other Party at the Effective Date, each Party warrants that as at the Effective Date it has not knowingly misappropriated any third party confidential information or knowingly infringed any third party Intellectual Property Right. 10.2. Each Party warrants that save as explicitly otherwise provided in this Deed that: (a) it has and will continue to have full legal authority to control and process data and that it will only control and process data: (i) in accordance with all applicable data protection laws now existing or hereinafter enacted (and will not cause the rights other party to grant breach the licences same); (ii) in clause 3 accordance with the terms of this DeedAgreement; and (iii) for the purposes of performing its obligations under this Agreement; and (b) it has in place and undertakes to maintain throughout the Term of this Agreement appropriate technical and organisational measures against the accidental, unauthorised or unlawful processing, destruction, loss, damage or disclosure of data and adequate security programs and procedures to ensure that unauthorised persons do not granted have access to any third party any option, licence or right of first refusal equipment used to process data. 5.6 It is hereby agreed that except as expressly set out in relation this Agreement and to the Licensed Patentsextent permissible by law, Results all warranties, conditions, representations, terms or Know-Howundertakings, express or implied, statutory or otherwise are hereby excluded. 5.7 FT shall not have any liability to the Client to the extent such liability arises as a result of a breach of this Agreement by the Client or a breach of the Usage Rights by a Reader. 5.8 Neither party shall have any liability to the other for: (a) any indirect, special, incidental or consequential loss or damage of any kind whatsoever; or (b) any loss of profits, loss of revenue, anticipated savings, loss of business or loss of data, arising directly or indirectly from this Agreement whether such damages were reasonably foreseeable or actually foreseen. 5.9 Without prejudice to FT’s right to payment of Fees owing, the aggregate liability of either party arising out of or in connection with this Agreement (whether for breach of contract, negligence or otherwise) shall be limited to direct damages which in no event shall exceed twice the aggregate amount of the Fees paid or (if greater) payable by the Client to FT under this Agreement during the 12 month period prior to that in which the claim arose. 5.10 The Client agrees that the limitations and restrictions on liability in this Agreement are reasonable taking into account all of the circumstances in which it is entered into and that they represent terms forming part of a negotiated agreement. 5.11 Nothing in this Agreement shall operate to exclude or restrict either party’s liability for: (a) death or personal injury caused by its negligence; or (b) fraud or fraudulent misrepresentation; or (c) it has not assigned, transferred or granted any option to assign or transfer any of its rights in the Licensed Patents, Results or Know-How. 10.3. Both Parties acknowledge that in entering into this Deed they do not do so in reliance on any representation, warranty or other provision except as expressly provided claim under an indemnity contained in this Deed and Agreement; or (d) any conditions, warranties misuse of FT’s IPRs by the Client or other terms implied by statute the Readers (including any use of the Content outside the scope of this Agreement); or common law are (e) any liability which cannot be limited or excluded from this Deed to the full extent permitted by law. 10.4. Without limiting 5.12 This Agreement does not give the scope of clauses 10.1 to 10.3, neither Client any rights against a Third Party gives any warranty, representation or undertaking: 10.4.1. as to the efficacy, usefulness or quality of the Licensed Patents, Results or Know-How; 10.4.2. that any of the Licensed Patents are or will be valid or subsisting or (in the case of applications) will proceed to grant; or 10.4.3. that the exploitation of any the Licensed Patents, Results or Know-How or the manufacture, Marketing, or use of Licensed Products or products or the exercise of any other rights granted under this Deed will not infringe any Intellectual Property Rights or other rights of any third partyChannel. 10.5. Both Parties accept that there is no restriction imposed on the other Party in relation to the independent development of any Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore using TCRs which do not form part of any Project or which are not comprised within the Licensed Patents, Know-How or Results (“New TCRs”). In particular, subject to clause 3, (a) each Party is free to enter into agreements with third parties in relation to development of products comprising New TCRs; (b) each Party is free to enter into any licence in relation to New TCRs; and (c) each Party is free to independently isolate New TCRs for Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore respectively. 10.6. The liability of either Party under this Deed (whether arising for breach or arising in any other way out of the subject matter of this Deed, including whether under contract or tort) will not include any indirect, incidental or consequential damages or loss (including as relevant any indirect loss of profits). 10.7. Nothing in this Deed will operate to limit or exclude the liability of either party for death or personal injury arising from its negligence or for liability for fraud.

Warranties and Liability. 10.1. 5.1 Each Party party warrants and represents to the other that it has the full right power and power authority to enter into this DeedAgreement. 5.2 FT warrants and represents to the Client that: (a) to the best of its knowledge the Content does not include any information or material which infringes the IPRs of any third party, is defamatory, or is unlawful; (b) it has the right to grant the licence granted under this Agreement; and (c) it shall use reasonable care and skill in its provision of the Content to the Client under this Agreement. 5.3 The Client warrants and represents to FT that: (a) where it has requested the Content to be delivered via a Third Party Channel, that it is entitled to use the Third Party Channel and has a valid subsisting agreement with the Third Party Channel for the use of that Channel; (b) the number of both Core Readers and Licensed Readers as stated on the Term Sheet is accurate as at the Start Date; (c) it is entitled to provide any Reader Data relating to a Reader that may be provided by the Client to FT; and (d) it shall ensure that the Readers shall only use the Content in accordance with the terms of this Agreement and shall not infringe any of FT’s IPRs in the Content. 5.4 FT agrees to fully indemnify the Client against any damages (including reasonable legal costs) which may be awarded by a court of competent jurisdiction against the Client or may be agreed to be paid to any third party, in each case in respect of any claim that the Client’s use of the Content in accordance with the terms of this Agreement infringes the IPRs of or is defamatory of such third party (such claim, a “TPC”), provided that: (a) the Client gives written notice to FT of such TPC immediately on becoming aware of it and does not at any time admit liability or otherwise attempt to settle or compromise such TPC without FT’s prior written consent; (b) FT shall have sole conduct of the defence or compromise of any TPC and as between FT and the Client shall have the sole right to any costs and damages awarded as a result; and (c) the Client acts in accordance with the reasonable instructions of FT and provides FT with such assistance as it shall reasonably require, at FT’s reasonable cost, in respect of the conduct of such defence or compromise. Save as explicitly notified This indemnity shall be the Client’s sole and exclusive remedy in respect of a TPC or any breach by FT of the warranties provided by it in clause 5.2(a) or (b). 5.5 Each party warrants and represents to the other Party at the Effective Date, each Party warrants that as at the Effective Date it has not knowingly misappropriated any third party confidential information or knowingly infringed any third party Intellectual Property Right. 10.2. Each Party warrants that save as explicitly otherwise provided in this Deed that: (a) it has and will continue to have full legal authority to control and process data and that it will only control and process data: (i) in accordance with all applicable data protection laws now existing or hereinafter enacted (and will not cause the rights other party to grant breach the licences same); (ii) in clause 3 accordance with the terms of this DeedAgreement; and (iii) for the purposes of performing its obligations under this Agreement; and (b) it has in place and undertakes to maintain throughout the Term of this Agreement appropriate technical and organisational measures against the accidental, unauthorised or unlawful processing, destruction, loss, damage or disclosure of data and adequate security programs and procedures to ensure that unauthorised persons do not granted have access to any third party any option, licence or right of first refusal equipment used to process data. 5.6 Except as expressly set out in relation this Agreement and to the Licensed Patentsextent permissible by law, Results all warranties, conditions, representations, terms or Know-How; and (c) it has not assignedundertakings, transferred express or granted any option to assign implied, statutory or transfer any of its rights in the Licensed Patents, Results or Know-Howotherwise are hereby excluded. 10.3. Both Parties acknowledge that in entering into this Deed they do 5.7 FT shall not do so in reliance on have any representation, warranty or other provision except as expressly provided in this Deed and any conditions, warranties or other terms implied by statute or common law are excluded from this Deed liability to the full Client to the extent permitted such liability arises as a result of a breach of this Agreement by lawthe Client or a breach of the Copyright Policy by a Reader. 10.4. Without limiting the scope of clauses 10.1 to 10.3, neither Party gives 5.8 Neither party shall have any warranty, representation or undertaking: 10.4.1. as liability to the efficacy, usefulness or quality of the Licensed Patents, Results or Know-How; 10.4.2. that any of the Licensed Patents are or will be valid or subsisting or (in the case of applications) will proceed to grant; or 10.4.3. that the exploitation of any the Licensed Patents, Results or Know-How or the manufacture, Marketing, or use of Licensed Products or products or the exercise of any other rights granted under this Deed will not infringe any Intellectual Property Rights or other rights of any third party. 10.5. Both Parties accept that there is no restriction imposed on the other Party in relation to the independent development of any Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore using TCRs which do not form part of any Project or which are not comprised within the Licensed Patents, Know-How or Results (“New TCRs”). In particular, subject to clause 3, for: (a) each Party is free to enter into agreements with third parties in relation to development of products comprising New TCRs; (b) each Party is free to enter into any licence in relation to New TCRs; and (c) each Party is free to independently isolate New TCRs for Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore respectively. 10.6. The liability of either Party under this Deed (whether arising for breach or arising in any other way out of the subject matter of this Deed, including whether under contract or tort) will not include any indirect, special, incidental or consequential damages loss or loss damage of any kind whatsoever; or (including as relevant b) any indirect loss of profits), loss of revenue, anticipated savings, loss of business or loss of data, arising directly or indirectly from this Agreement whether such damages were reasonably foreseeable or actually foreseen. 10.7. Nothing in this Deed will operate 5.9 Excluding FT’s right to limit or exclude payment of Fees owing, the aggregate liability of either party arising out of or in connection with this Agreement (whether for breach of contract, negligence or otherwise) shall be limited to direct damages. Such damages shall not exceed twice the aggregate amount of the Fees paid or (if greater) payable by the Client to FT under this Agreement in the 12 months prior to when the claim arose. 5.10 Nothing in this Agreement shall operate to exclude or restrict either party’s liability for: (a) death or personal injury arising from caused by its negligence negligence; or for (b) fraud or fraudulent misrepresentation; or (c) any claim under an indemnity contained in this Agreement; or (d) any misuse of FT’s IPRs by the Client or the Readers (including any use of the Content outside the scope of this Agreement); or (e) any liability for fraudwhich cannot be limited or excluded by law.

Warranties and Liability. 10.18.1 Experis warrants that the Project shall be delivered and performed by personnel possessing competency consistent with applicable industry standards. Each Party warrants No other representation, express or implied, and no warranty or guarantee are included or intended in this Agreement, or in any report, opinion, deliverable, work product, document or otherwise. Furthermore, no guarantee is made as to the efficacy or value of the Project. THIS SECTION SETS OUT THE ONLY WARRANTIES PROVIDED BY EXPERIS CONCERNING THE PROJECT. THIS WARRANTY IS MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, TITLE OR OTHERWISE. 8.2 Neither party will be liable to the other that it has party or any third parties for any indirect liability, claims, costs, losses, damages and expenses whether arising in tort or under contract, statute, common law or otherwise howsoever arising out of or in connection with the full right and power to enter into this Deed. Save as explicitly notified provision of the Project to the Client, or in any other Party way connected with this Agreement. Experis’s liability for damages or indemnity under this Agreement regardless of the form of action will not exceed per claim and in the aggregate the lesser of the total amount actually paid by the Client to Experis under the relevant Statement of Work during the twelve (12) months preceding the events giving rise to the liability or £1,000,000 capped at the Effective Date, each Party warrants that as at the Effective Date it has not knowingly misappropriated any third party confidential information or knowingly infringed any third party Intellectual Property Right£1,000,000 in aggregate. 10.28.3 All Deliverables are created solely for the internal use and benefit of the Client and may not be disclosed to any other third parties, used or relied upon for any other purpose unless agreed to in advance in writing by Experis. Each Party warrants that save as explicitly otherwise provided in this Deed Accordingly, the Client may not provide copies of the Deliverables or make any service (aforming part of the Services) it has the rights to grant the licences in clause 3 of this Deed; and (b) it has not granted available to any third party in contradiction of this Agreement. Experis accepts no liability or responsibility to any optionthird party who benefits from or uses the Project or any component of it. The Client agrees to indemnify Experis against any losses, licence or right of first refusal in relation to the Licensed Patentsliabilities, Results or Know-How; and (c) it has not assigned, transferred or granted any option to assign or transfer any of its rights in the Licensed Patents, Results or Know-How. 10.3. Both Parties acknowledge that in entering into this Deed they do not do so in reliance on any representation, warranty expenses or other provision except as expressly provided costs that Experis may reasonably incur in this Deed and connection with any conditions, warranties or other terms implied claims made by statute or common law are excluded from this Deed to the full extent permitted by law. 10.4. Without limiting the scope of clauses 10.1 to 10.3, neither Party gives any warranty, representation or undertaking: 10.4.1. as to the efficacy, usefulness or quality of the Licensed Patents, Results or Know-How; 10.4.2. that any of the Licensed Patents are or will be valid or subsisting or (in the case of applications) will proceed to grant; or 10.4.3. that the exploitation of any the Licensed Patents, Results or Know-How or the manufacture, Marketing, or use of Licensed Products or products or the exercise of any other rights granted under this Deed will not infringe any Intellectual Property Rights or other rights of any third party. 10.5. Both Parties accept that there is no restriction imposed on the other Party in relation to the independent development of any Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore using TCRs which do not form part of any Project or which are not comprised within the Licensed Patents, Know-How or Results (“New TCRs”). In particular, subject to clause 3, (a) each Party is free to enter into agreements with third parties in relation regard to development the Project or any component of products comprising New TCRs; (b) each Party is free it. This Agreement shall not create any rights or benefits to enter into any licence in relation parties other than to New TCRs; Client and (c) each Party is free to independently isolate New TCRs for Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore respectivelyExperis. 10.6. The liability of either Party under 8.4 Any legal proceedings arising from this Deed (whether arising for breach Agreement must be brought within 6 months from the date when the party bringing the proceedings first becomes aware or arising in any other way out ought reasonably to have become aware of the subject matter of this Deed, including whether under contract or tort) will not include any indirect, incidental or consequential damages or loss (including as relevant any indirect loss of profits). 10.7. Nothing in this Deed will operate facts which give rise to limit or exclude the liability of either party for death or personal injury arising from its negligence alleged liability or for liability for fraudwithin any relevant statutory limitation period whichever is the earlier.

Warranties and Liability. 10.1. Each Party warrants 7.01 Except as set forth in Section 7.03 below, all of the warranties with respect to the other that it has the full right and power to enter into subject matter of this Deed. Save as explicitly notified to the other Party at the Effective Date, each Party warrants that as at the Effective Date it has not knowingly misappropriated any third party confidential information or knowingly infringed any third party Intellectual Property Right. 10.2Agreement are included in the Purchase Agreement. Each Party warrants Except as set forth in the Purchase Agreement, Lucent, Lucent- GRL and their Subsidiaries makes no representations or warranties, expressed or implied, including but not limited to, any representations or warranties of merchantability or fitness for a particular purpose or that save as explicitly otherwise provided in this Deed (a) it has the rights to grant use of any of the licences in clause 3 of this Deed; and (b) it has not granted to any third party any optionAssigned Marks, licence or right of first refusal in relation to the Assigned Patents, Assigned Technology, Assigned Software, Licensed Patents, Results or Know-How; Licensed Software and (c) it has not assigned, transferred or granted any option to assign or transfer any of its rights in the Licensed Patents, Results or Know-How. 10.3. Both Parties acknowledge that in entering into this Deed they do not do so in reliance on any representation, warranty or other provision except as expressly provided in this Deed and any conditions, warranties or other terms implied by statute or common law are excluded from this Deed to the full extent permitted by law. 10.4. Without limiting the scope of clauses 10.1 to 10.3, neither Party gives any warranty, representation or undertaking: 10.4.1. as to the efficacy, usefulness or quality of the Licensed Patents, Results or Know-How; 10.4.2. that any of the Licensed Patents are or will be valid or subsisting or (in the case of applications) will proceed to grant; or 10.4.3. that the exploitation of any the Licensed Patents, Results or Know-How or the manufacture, Marketing, or use of Licensed Products or products or the exercise of any other rights granted under this Deed Technology will not infringe any Intellectual Property Rights patent or other rights intellectual property right of any third party. 10.5. Both Parties accept that there is no restriction imposed 7.02 All obligations of defense or indemnification and restrictions or limitations on the other Party in relation to the independent development of any Adaptimmune Licensed Products liability are included in the case of Adaptimmune, or Immunocore Licensed Products, Purchase Agreement. Except as set forth in the case of Immunocore using TCRs which do not form part of any Project or which are not comprised within the Licensed Patents, Know-How or Results (“New TCRs”). In particular, subject to clause 3Purchase Agreement, (a) each Party is free Lucent, Lucent-GRL and their Subsidiaries shall not be held to enter into agreements any liability with respect to any copyright or patent infringement, any trade secret misappropriation, or any other claim whatsoever made by Purchaser or any third parties in relation to development party on account of, or arising from the use by anyone or any entity of products comprising New TCRs; any of the Assigned Marks, Assigned Patents, Assigned Technology, Assigned Software, Licensed Patents, Licensed Software and Licensed Technology, or any Derivative Works of any of them, (b) each Party is free Lucent shall not be held to enter into any licence liability for errors, omissions, defects or bugs in relation to New TCRs; the Assigned Technology, Assigned Software, Licensed Software and Licensed Technology furnished hereunder, and (c) each Party is free to independently isolate New TCRs in no event shall either party be liable under this Intellectual Property Agreement for Adaptimmune Licensed Products in the case of Adaptimmuneany special, consequential, incidental, indirect, punitive or exemplary damages, or Immunocore Licensed Productslost profits, in however caused, whether for breach of warranty, contract, tort negligence, strict liability or otherwise, even if the case other party has been advised of Immunocore respectivelythe possibility of such damages. 10.6. The liability of either Party 7.03 Lucent-GRL represents and warrants to Purchaser that: (a) Organization and Qualification Lucent-GRL is a corporation duly organized, validly existing and in good standing under this Deed (whether arising for breach or arising in any other way out the Laws of the subject matter State of Delaware and has all requisite corporate power and authority to grant the patent licenses that it is granting to Purchaser in accordance with Article 3 of this Deed, including whether under contract or tort) will not include any indirect, incidental or consequential damages or loss (including as relevant any indirect loss of profits)Intellectual Property Agreement. 10.7. Nothing in this Deed will operate to limit or exclude the liability of either party for death or personal injury arising from its negligence or for liability for fraud.

Warranties and Liability. 10.1. 15.1 Each Party party warrants to the other that it has the full right and power to enter into this Deed. Save as explicitly notified to the other Party at the Effective Date: (a) it has full corporate power and authority to enter into, each Party execute and perform its obligations under this Agreement; and (b) the execution of this Agreement and performance of its obligations under it will not breach any other agreement or obligation to which the party is a party or by which it is bound (including any obligation of confidence). 15.2 Subject to section 15.4, FSD warrants that as at the Effective Date it has not knowingly misappropriated any third party confidential information or knowingly infringed any third party Intellectual Property Right.Date: 10.2. Each Party warrants that save as explicitly otherwise provided in this Deed (a) so far as Licensor is aware, it has the all necessary rights to grant the licences licence set out in clause 3 of this Deed; and section 2 to the Licensee; (b) it has so far as Licensor is aware, the Licensee’s use of the Licensed IP in accordance with this Agreement will not granted to infringe the rights of any third party any option, licence or right of first refusal in relation to the Licensed Patents, Results or Know-How; and party; (c) it has not assigned, transferred or granted any option licences, or entered into arrangement, that would conflict with the rights granted to assign the Licensee under this Agreement; (d) it owns or transfer any has the right to license the Licensed IP both legally and beneficially; (e) subject to the grant of its rights the licence to the Licensee in this Agreement, Licensor has the exclusive right to Commercialize the Licensed IP in the Territory; (f) neither the Licensed PatentsIP nor the Licensed IP is not encumbered, Results mortgaged or Know-How.charged in any way, nor subject to any lien; 10.3. Both Parties acknowledge that (g) neither the Licensed IP nor the Licensed IP infringes any third party Intellectual Property Rights; and (h) other than the Litigation Matter, there is no litigation pending (of which Licensor has been made aware) in entering into this Deed they do not do so in reliance on any representation, warranty or other provision except as expressly provided in this Deed and any conditions, warranties or other terms implied by statute or common law are excluded from this Deed to the full extent permitted by law. 10.4. Without limiting the scope of clauses 10.1 to 10.3, neither Party gives any warranty, representation or undertaking: 10.4.1. as to the efficacy, usefulness or quality respect of the Licensed PatentsIP to which Licensor is a party, Results or Know-How; 10.4.2. that any of the Licensed Patents are or will be valid or subsisting or (in the case of applications) will proceed to grant; or 10.4.3. that the exploitation of any the Licensed Patents, Results or Know-How or the manufacture, Marketing, or use of Licensed Products or products or the exercise of any other rights granted under this Deed will not infringe any Intellectual Property Rights or other rights of any third party. 10.5. Both Parties accept that and there is no restriction imposed on the other Party claim or demand that has been received by Licensor from any person in relation to the independent development Licensed IP. (i) none of Licensor’s directors, officers or employees have ever been convicted of any Adaptimmune Licensed Products in criminal offence or, to the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore using TCRs which do not form part of any Project or which are not comprised within the Licensed Patents, Know-How or Results (“New TCRs”). In particular, subject to clause 3, (a) each Party is free to enter into agreements with third parties in relation to development of products comprising New TCRs; (b) each Party is free to enter into any licence in relation to New TCRs; and (c) each Party is free to independently isolate New TCRs for Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore respectively. 10.6. The liability of either Party under this Deed (whether arising for breach or arising in any other way out best of the subject matter of this DeedLicensor’s knowledge, materially breached any laws, regulations or industry codes relating to responsible research practices, anti-bribery and corruption, anti-money laundering or fundamental human rights including whether under contract or tort) will not include any indirectprohibitions on child labour, incidental or consequential damages or loss (including as relevant any indirect loss of profits)slavery, forced labour and human trafficking. 10.7. Nothing in this Deed will operate to limit or exclude the liability of either party for death or personal injury arising from its negligence or for liability for fraud.

Warranties and Liability. 10.15.1. Each Party SynCo warrants that: a) the Products shall be manufactured, packed, stored and delivered in compliance with this Agreement and all applicable laws, regulations, and orders, including GMP and, [***]; without limiting the generality of the foregoing, SynCo shall obtain and maintain in effect all required governmental permits, licenses, and approvals applicable to the other that it has manufacture of the full right Products and power to enter into this Deed. Save as explicitly notified shall produce the Products in accordance with all such permits, licenses, orders, applications and approvals; b) the Material shall be received and stored in accordance with all applicable laws, regulations and orders and in accordance with the relevant specifications; c) on the date of delivery thereof, the Products shall conform to the other Party at Specifications; and d) it will not carry on activities in the Effective DatePlant which could reasonably prevent the Products from being manufactured in accordance with all applicable laws, each Party warrants that as at the Effective Date it has not knowingly misappropriated any third party confidential information or knowingly infringed any third party Intellectual Property Rightregulations, and orders, including GMP, [***]. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SYNCO MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES, EXPRESS OR IMPLIED, FOR FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY OF ANY OF THE PRODUCTS MANUFACTURED BY IT. SYNCO EXPRESSLY DISCLAIMS ANY AND ALL RESPONSIBILITY IN RESPECT OF THE FITNESS FOR A PARTICULAR USE OR MERCHANTIBILITY OF ANY OF THE PRODUCTS MANUFACTURED BY IT. SYNCO SHALL NOT BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES IN ANY CASE OF NONCONFORMITY OF THE PRODUCT. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM ANY ALLEGED OR ACTUAL BREACH OF THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, SYNCO DOES EXPRESSLY NOT WARRANT THE YIELD THAT WILL RESULT FROM THE MATERIAL OR THE YIELD OR QUANTITY OF PRODUCT PER BATCH. 10.25.2. Each Party warrants that save SynCo shall as explicitly otherwise soon as reasonably possible replace, free of charge, any defective or non-conforming Product supplied to Chiron, provided Chiron notifies SynCo in this Deed (a) it writing upon discovery of such defect or non-conformity within a period of sixty days after SynCo's Quality Assurance has approved the rights Product and provided further Chiron allows SynCo to grant evaluate the licences in clause 3 claim and to test the said quantity of this Deed; and (b) it has Product within a reasonable period of time, but not granted to any third party any option, licence or right of first refusal in relation to the Licensed Patents, Results or Know-How; and (c) it has not assigned, transferred or granted any option to assign or transfer any of its rights in the Licensed Patents, Results or Know-How. 10.3exceed sixty days. Both Parties acknowledge that in entering into this Deed they do not do so in reliance on any representation, warranty or other provision except as expressly provided in this Deed and any conditions, warranties or other terms implied by statute or common law are excluded from this Deed to the full extent permitted by law. 10.4. Without limiting the scope of clauses 10.1 to 10.3, neither Party gives any warranty, representation or undertaking: 10.4.1. as to the efficacy, usefulness or quality Replacement of the Licensed Patents, Results Product by Synco pursuant to this paragraph 5.2 shall be the sole remedy of Chiron against SynCo for defective or Knownon-How; 10.4.2. that any of the Licensed Patents are or will be valid or subsisting or (in the case of applications) will proceed to grant; or 10.4.3. that the exploitation of any the Licensed Patents, Results or Know-How or the manufacture, Marketing, or use of Licensed Products or products or the exercise of any other rights granted under this Deed will not infringe any Intellectual Property Rights or other rights of any third partyconforming Product. 10.5. Both Parties accept that there is no restriction imposed on the other Party in relation to the independent development of any Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore using TCRs which do not form part of any Project or which are not comprised within the Licensed Patents, Know-How or Results (“New TCRs”). In particular, subject to clause 3, (a) each Party is free to enter into agreements with third parties in relation to development of products comprising New TCRs; (b) each Party is free to enter into any licence in relation to New TCRs; and (c) each Party is free to independently isolate New TCRs for Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore respectively. 10.6. The liability of either Party under this Deed (whether arising for breach or arising in any other way out of the subject matter of this Deed, including whether under contract or tort) will not include any indirect, incidental or consequential damages or loss (including as relevant any indirect loss of profits). 10.7. Nothing in this Deed will operate to limit or exclude the liability of either party for death or personal injury arising from its negligence or for liability for fraud.

Warranties and Liability. 10.11. Each Party, to the extent that it is the licensor of any intellectual property hereunder, other than jointly owned intellectual property, hereby represents and warrants that it is the proper owner or licensee of such intellectual property and that it has the proper authority, without consent of any other party, to so license such intellectual property. Each Party, to the extent that it is the licensor of any intellectual property hereunder, other than jointly owned intellectual property, hereby represents and warrants that such licensed intellectual property does not, and will not, infringe upon the intellectual property rights of third parties. 2. Each Party warrants and represents that neither it nor any of its employees, agents or representatives who will be rendering any services under this Agreement have ever been debarred or convicted or a crime for which a person can be debarred under 21 U.S.C. 335a, nor to the [***] Indicates portions of this exhibit that have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. 3. knowledge of such Party, threatened to be debarred or indicted for a crime or otherwise engaged in conduct for which a person can be debarred. Each party agrees to notify the other immediately in the event of any such debarment, conviction, threat or indictment occurring during the term of this Agreement, or the three (3) year period following the termination or expiration of this Agreement. 4. SurgiVision agrees to extend to Brainlab and to Brainlab’s customers SurgiVision’s standard product warranty for the ClearPoint Products, as the same may be modified from time to time. EXCEPT AS PROVIDED IN THE PRECEDING SENTENCE, SURGIVISION MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, IN CONNECTION WITH THE CLEARPOINT PRODUCTS, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY. SURGIVISION MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY INTEGRATED PRODUCT. 5. Neither Party shall be liable to the other that it has the full right and power to enter into this Deed. Save as explicitly notified to the other Party at the Effective Date, each Party warrants that as at the Effective Date it has not knowingly misappropriated any third party confidential information or knowingly infringed any third party Intellectual Property Right. 10.2. Each Party warrants that save as explicitly otherwise provided in this Deed (a) it has the rights to grant the licences in clause 3 of this Deed; and (b) it has not granted to any third party any option, licence or right of first refusal in relation to the Licensed Patents, Results or Know-How; and (c) it has not assigned, transferred or granted any option to assign or transfer any of its rights in the Licensed Patents, Results or Know-How. 10.3. Both Parties acknowledge that in entering into this Deed they do not do so in reliance on any representation, warranty or other provision except as expressly provided in this Deed and any conditions, warranties or other terms implied by statute or common law are excluded from this Deed to the full extent permitted by law. 10.4. Without limiting the scope of clauses 10.1 to 10.3, neither Party gives any warranty, representation or undertaking: 10.4.1. as to the efficacy, usefulness or quality of the Licensed Patents, Results or Know-How; 10.4.2. that any of the Licensed Patents are or will be valid or subsisting or (in the case of applications) will proceed to grant; or 10.4.3. that the exploitation of any the Licensed Patents, Results or Know-How or the manufacture, Marketing, or use of Licensed Products or products or the exercise of any other rights granted under this Deed will not infringe any Intellectual Property Rights or other rights of any third party. 10.5. Both Parties accept that there is no restriction imposed on the other Party in relation to the independent development of any Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore using TCRs which do not form part of any Project or which are not comprised within the Licensed Patents, Know-How or Results (“New TCRs”). In particular, subject to clause 3, (a) each Party is free to enter into agreements with third parties in relation to development of products comprising New TCRs; (b) each Party is free to enter into any licence in relation to New TCRs; and (c) each Party is free to independently isolate New TCRs for Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore respectively. 10.6. The liability of either Party under this Deed (whether arising for breach or arising in any other way out of the subject matter of this Deed, including whether under contract or tort) will not include any indirect, incidental consequential or consequential damages special damage or loss (including as relevant any indirect the loss of profits)revenue or profit. 10.7. Nothing in this Deed will operate to limit or exclude the liability of either party for death or personal injury arising from its negligence or for liability for fraud.

Warranties and Liability. 10.1. Each Party warrants 10.1 You warrant that, to the other that it has extent required under this Agreement, you have and will continue to have throughout the full right and power to enter into term of this Deed. Save as explicitly notified to the other Party at the Effective Date, each Party warrants that as at the Effective Date it has not knowingly misappropriated any third party confidential information or knowingly infringed any third party Intellectual Property RightAgreement a valid OS Licence. 10.2. Each Party warrants that save as explicitly otherwise provided in this Deed (a) it has the rights to grant the licences in clause 3 of this Deed; 10.2 All warranties, conditions and (b) it has not granted to any third party any option, licence or right of first refusal in relation to the Licensed Patents, Results or Know-How; and (c) it has not assigned, transferred or granted any option to assign or transfer any of its rights in the Licensed Patents, Results or Know-How. 10.3. Both Parties acknowledge that in entering into this Deed they do not do so in reliance on any representation, warranty or other provision except as expressly provided in this Deed and any conditions, warranties or other terms implied by statute or common law are excluded from this Deed regarding any API Service and any API Data are, to the full fullest extent permitted by law, excluded from this Agreement and you acknowledge that the API Services are provided ‘as is’ and ‘as available’ without any warranty of any kind. We are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the API Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities. 10.4. Without limiting 10.3 Notwithstanding anything else in this Agreement, we give no greater warranty or indemnity protection in respect of third party data included within the scope of clauses 10.1 API Data, than is given to 10.3, neither Party gives any warranty, representation us by the relevant third party licensor from time to time. 10.4 Neither party excludes or undertakinglimits liability under this Agreement for: 10.4.1. as 10.4.1 any breach of IPR (subject to the efficacy, usefulness or quality of the Licensed Patents, Results or Know-HowClause 11); 10.4.2. 10.4.2 personal injury or death caused by its negligence or that any of the Licensed Patents are its employees, contractors or will be valid or subsisting or (in the case of applications) will proceed to grantagents; or 10.4.3. 10.4.3 fraud or any other liability that cannot be lawfully excluded or limited. 10.5 Subject to Clause 10.4: 10.5.1 our total liability for all claims made (whether in contract, tort (including negligence) or otherwise) under or in connection with this Agreement shall be limited to the amount you have paid us under this Agreement during the preceding 12 months; and 10.5.2 neither you nor we will be liable to the other in contract, tort (including negligence) or otherwise for: a) any special, indirect or consequential losses or damages; or b) any loss of profits, loss of business or loss of contracts (in each case whether direct or indirect). 11.1 We undertake at our own expense to defend you or, at our option, settle any claim or action brought against you alleging that the exploitation use of any API Service in accordance with the Licensed Patentsterms of this Agreement infringes the IPR of a third party (Claim) and shall be responsible for any reasonable losses, Results damages, costs (including legal fees) and expenses incurred by or Know-How awarded against you as a result of or in connection with any such Claim. For the manufactureavoidance of doubt, Marketingthis Clause 11.1 shall not apply to any claim attributable to: 11.1.1 any modification or addition to an API Service not performed or authorised by us; 11.1.2 the use of an API Service other than in accordance with the terms of this Agreement; or 11.1.3 the use of an API Service in combination with any data, hardware or software not supplied or specified by us. 11.2 If any third party makes a Claim, or use notifies an intention to make a Claim against you, our obligations under Clause 11.1 are conditional on you: 11.2.1 as soon as reasonably practicable, giving written notice of Licensed Products the Claim to us, specifying the nature of the Claim in reasonable detail; 11.2.2 not making any admission of liability, agreement or products or the exercise of any other rights granted under this Deed will not infringe any Intellectual Property Rights or other rights of any third party. 10.5. Both Parties accept that there is no restriction imposed on the other Party compromise in relation to the independent development Claim without our prior written consent (such consent not to be unreasonably conditioned, withheld or delayed); 11.2.3 giving us and our professional advisers access at reasonable times (on reasonable prior notice) to your premises and your officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within your power or control, so as to enable us and our professional advisers to examine them and to take copies (at our expense) for the purpose of assessing the Claim; and 11.2.4 subject to us providing security to you to your reasonable satisfaction against any claim, liability, costs, expenses, damages or losses which may be incurred, taking such action as we may reasonably request to avoid, dispute, compromise or defend the Claim. 11.3 If any Claim is made, or in our reasonable opinion is likely to be made, against you, we may at our sole option and expense: 11.3.1 procure for you the right to continue to use any affected API Service in accordance with the terms of this Agreement; 11.3.2 modify any affected API Service so that it ceases to be infringing; 11.3.3 replace any affected API Service with a non-infringing service; or 11.3.4 terminate your access to any affected API Service immediately by notice in writing to you and refund a fair and reasonable proportion of any Adaptimmune Licensed Products Fee paid by you in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore using TCRs which do not form part respect of any Project unexpired Licensing Period in respect of such API Service as at the date of termination promptly following you complying with your obligations under Clause 9.8, provided that, if we modify or which are not comprised within replace an API Service, the Licensed Patents, Know-How or Results (“New TCRs”). In particular, subject warranties in Clause 10.2 shall apply to clause 3, (a) each Party is free to enter into agreements with third parties in relation to development of products comprising New TCRs; (b) each Party is free to enter into any licence in relation to New TCRs; and (c) each Party is free to independently isolate New TCRs for Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore respectivelysuch API Service. 10.6. The liability of either Party under this Deed (whether arising for breach or arising in 11.4 Notwithstanding any other way out provision in this Agreement, Clause 11.1 shall not apply to the extent that any claim or action referred to in that Clause arises directly or indirectly through the possession or use of any data or software not provided by us or through the subject matter breach of this Deed, including whether under contract or tort) will not include any indirect, incidental or consequential damages or loss (including as relevant any indirect loss of profits)third party terms by the you. 10.7. Nothing 11.5 This Clause 11 constitutes your exclusive remedy and our only liability in this Deed will operate to limit or exclude the liability respect of either party for death or personal injury arising from its negligence or for liability for fraudClaims.

Warranties and Liability. 10.1. Each Party 10.1 Taxlab warrants that: (a) the Subscription Services will function substantially as described in the Documentation; and (b) to the best of its knowledge and belief the Subscription Services do not infringe the copyright of any third party (Intellectual Property Warranty) and Taxlab will indemnify Customer against any loss or damage that Customer incurs arising out of a breach by Taxlab of the Intellectual Property Warranty. 10.2 If the Subscription Services do not function substantially in accordance with the Documentation, Taxlab will, at its option, either: (a) modify the Subscription Services to conform to the Documentation; or (b) provide a workaround solution. (a) If neither of the options in paragraphs (a) or (b) is commercially feasible, either party may terminate this Agreement by giving written notice to the other that it has party, in which case Taxlab will refund to Customer all Subscription Fees pre-paid to Taxlab for unused Subscription Services. Such correction or substitution constitutes Customer's sole and exclusive remedy for any breach of the full right and power to enter into this Deed. Save as explicitly notified warranty set out in clause 10.1. 10.3 Taxlab will not be liable for a breach of the warranty in clause 10.1 to the extent of any non-conformance which is caused by use of the Subscription Services contrary to the Documentation and any other Party at Taxlab instructions, or modification or alteration of the Effective Date, each Party warrants that as at the Effective Date it has not knowingly misappropriated Subscription Services by any third party confidential information other than Taxlab or knowingly infringed any third party Intellectual Property RightTaxlab's duly authorised contractors or agents. 10.2. Each Party warrants that save as explicitly otherwise provided in this Deed 10.4 Taxlab does not warrant: (a) it has that Customer's use of the rights to grant the licences in clause 3 of this Deed; and Subscription Services will be uninterrupted or error-free; (b) it has not granted to any third party any optionthat the Subscription Services, licence Documentation and/or the information obtained by Customer through the Subscription Services will always be available, either in its current form or right of first refusal in relation to the Licensed Patents, Results or Know-How; and at all; (c) it has that Taxlab will support, maintain or continue to offer the Subscription Services; (d) that the Subscription Services, Documentation and/or the information obtained by Customer through the Subscription Services will meet Customer's requirements; and (e) the accuracy, correctness, reliability and completeness of any information, formulae, or calculation provided through the use of the Subscription Services (together referred to as Calculations). Customer acknowledges the results from any Calculations are for informational purposes only, and that the assumptions used and figures generated are for purposes of illustration and reference only, and are subject to change depending on a variety of factors, which may not assigned, transferred or granted any option to assign or transfer any of its rights have been taken into account in the Licensed Patents, Results or Know-How. 10.3computation. Both Parties acknowledge that in entering into this Deed they do not do so in reliance on any representation, warranty or other provision except as expressly provided in this Deed and any conditions, warranties or other terms implied by statute or common law are excluded from this Deed to To the full maximum extent permitted by law, Taxlab will not be liable for any form of loss or damage, arising out of or in connection with Customer’s reliance on and use of the Subscription Services. Customer agrees that it will not rely solely on the Calculations and will carry out its own calculations (other than by using the Subscription Services) to verify the accuracy, correctness, reliability and completeness of the Calculations. 10.4. Without limiting the scope of clauses 10.1 to 10.3, neither Party gives any warranty, representation or undertaking10.5 Customer acknowledges that: 10.4.1. as (a) Taxlab is not Customer’s accountant, tax or other professional advisor and Customer is solely responsible for ensuring the accuracy and correctness of any inputs (including Customer Data), output or result from Customer’s use of the Subscription Services; (b) Taxlab may rely on the provision of services by third parties (including data centre, electricity, telecommunications and outsourcing providers) in order to provide the Subscription Services (Third Party Providers) and that the Subscription Services may be subject to limitations, delays and other problems inherent in the use of such services provided by Third Party Providers; and (c) Taxlab will not be responsible for any delays, delivery failures, or any other loss or damage arising out of or in connection with any services provided by Third Party Providers, including any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet. 10.6 Each party warrants that it is to the efficacyextent applicable to the performance of that party’s obligations under this Agreement, usefulness in compliance with all relevant laws and regulations, including privacy laws,in New Zealand and any other countries in which that party operates. 10.7 Except as expressly set out in this Agreement, the Subscription Services and the Documentation are provided on an “as is” basis and all representations, conditions or quality warranties (whether express or implied, statutory or otherwise, and including warranties of merchantability and fitness for a particular purpose) in respect of the Licensed PatentsSubscription Services and Documentation are expressly excluded. 10.8 Customer will indemnify Taxlab against all costs, Results losses, expenses and damages arising out of or Know-How;in connection with, or incurred through: 10.4.2(a) any claims by a third party against Taxlab resulting from use of the Subscription Services and the Documentation by Customer and/or other Authorised Users; and (b) any breach of this Agreement by Customer. 10.9 Except where Taxlab has liability to Customer under clause 10.1(b) and unless stated otherwise in this Agreement, Taxlab will not be liable to Customer under the law of tort, contract or otherwise for any claim, damages or liability (collectively referred to as a Claim), including loss of profits, loss of revenue, loss of data, or any direct, indirect, consequential or special loss or damage suffered or incurred by Customer, however caused, arising out of or in connection with this Agreement. 10.10 If, despite clause 10.10, Taxlab is found liable for any Claim (including where Taxlab has liability to Customer under clause 10.1(b)), then to the maximum extent permitted by law, Taxlab’s liability arising out of all Claims under this Agreement will not exceed in aggregate an amount equal to the Subscription Fees actually paid by Customer to Taxlab in the 12 months prior to time the liability arises. 10.11 Customer acknowledges and agrees that no Authorised User (other than Customer) may make a claim in relation to this Agreement provided that where any Authorised User suffers any loss or damage which, if suffered by Customer, would be recoverable from Taxlab then Customer may make that claim on the Authorised User’s behalf. Customer will indemnify Taxlab against any claims made by any Authorised User in relation to this Agreement. 10.12 Each party (Licensee) agrees that if it wishes to use any of the Licensed Patents are or will be valid or subsisting or other party’s (in the case of applicationsLicensor) will proceed to grant; or 10.4.3. that the exploitation of any the Licensed Patents, Results or Know-How or the manufacture, Marketing, or use of Licensed Products or products or the exercise of any other rights granted under this Deed will not infringe any Intellectual Property Rights trade marks or other rights of branding in any third party. 10.5. Both Parties accept that there disclosure, press release or announcement referred to in clause 10.12, such use is no restriction imposed on the other Party in relation to the independent development of any Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore using TCRs which do not form part of any Project or which are not comprised within the Licensed Patents, Know-How or Results (“New TCRs”). In particular, subject to clause 3, (a) each Party is free to enter into agreements with third parties in relation to development of products comprising New TCRs; (b) each Party is free to enter into any licence in relation to New TCRs; and (c) each Party is free to independently isolate New TCRs for Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore respectively. 10.6. The liability of either Party under this Deed (whether arising for breach or arising in any other way out approval of the subject matter of this Deed, including whether under contract or tort) Licensor. Licensee will not include act strictly in accordance with any indirect, incidental or consequential damages or loss (including as relevant any indirect loss of profits)brand approval processes and brand requirements specified by the Licensor in writing. 10.7. Nothing in this Deed will operate to limit or exclude the liability of either party for death or personal injury arising from its negligence or for liability for fraud.

Warranties and Liability. 10.1. Each Party warrants 11.1 Subject to the other conditions set out below the Seller warrants that it has the full right Goods will correspond in all material respects with their specification at the time of delivery and power will be free from any material defects in materials and workmanship for a period of six months from the date of their initial use or twelve months from delivery, whichever is the first to enter into this Deed. Save as explicitly notified expire. 11.2 The above warranty is given by the Seller subject to the following conditions: 11.2.1 the Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Buyer. 11.2.2 the Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller’s instructions (whether oral or in Writing), misuse or alteration or repair of the Goods without the Seller’s approved; 11.2.3 the Seller shall be under no liability under the above warranty (or any other Party at warranty, condition or guarantee) if the Effective Date, each Party warrants that as at total price for the Effective Date it Goods has not knowingly misappropriated been paid by the due date for payment; 11.2.4 the above warranty does not extend to parts, materials or equipment not manufactured by the Seller, in respect of which the Buyer shall only be entitled to the benefit of any third party confidential information such warranty or knowingly infringed any third party Intellectual Property Rightguarantee as it is given by the manufacturer to the Seller. 10.2. Each Party warrants that save as explicitly otherwise provided in this Deed (a) it has the rights to grant the licences in clause 3 of this Deed; and (b) it has not granted to any third party any option, licence or right of first refusal in relation to the Licensed Patents, Results or Know-How; and (c) it has not assigned, transferred or granted any option to assign or transfer any of its rights in the Licensed Patents, Results or Know-How. 10.3. Both Parties acknowledge that in entering into this Deed they do not do so in reliance on any representation, warranty or other provision except 11.3 Subject as expressly provided in this Deed these Conditions, and any conditionsexcept where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977) all warranties, warranties or conditions of other terms implied by statute or common law are excluded from this Deed to the full fullest extent permitted by law. 10.4. Without limiting 11.4 Where the scope Goods are sold under a consumer transaction as defined by the Consumer transaction (restrictions on Statement) Order 1976 the statutory rights of clauses 10.1 to 10.3, neither Party gives any warranty, representation or undertaking:the Buyer are not affected by these Conditions. 10.4.1. as 11.5 Any claim by the Buyer which relates to the efficacy, usefulness or quality quantity of the Licensed PatentsGoods delivered shall be notified to the Seller in Writing within 3 days from the date of delivery and if the Buyer does not notify the Seller accordingly the quantity stated to be delivered by the Seller shall be deemed to be the quantity actually delivered. 11.6 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with the specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller in Writing within 5 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within as reasonable time after discovery of the defect or failure. If delivery is not refused, Results and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or Know-How;failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract. 10.4.2. that 11.7 Where any valid claim in respect of any of the Licensed Patents are or will be valid or subsisting or (Goods which is based on any defect in the case quality or condition of applications) will proceed the Goods or their failure to grant; or 10.4.3. that meet specification is notified to the exploitation of any Seller in accordance with these conditions, the Licensed Patents, Results Seller shall be entitled to repair or Know-How replace the Goods (or the manufacturepart in question) free of charge or, Marketingat the Seller’s sole discretion, refused to the Buyer the price of the Goods (or use a proportionate part of Licensed Products or products or the exercise of any other rights granted under this Deed will not infringe any Intellectual Property Rights or other rights of any third partyprice), but the Seller shall have no further liability to the Buyer. 10.5. Both Parties accept that there is no restriction 11.8 Except in respect of death or personal injury caused by the Seller’s negligence or any liability imposed on the Seller by Part 1 of the Consumer Protection Act 1987, the Seller shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or any other Party term, or any duty or common law, or under the express terms of the Contract, for ad consequential loss or damage (whether for less of profit or otherwise), cost, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer, except as expressly provided in the conditions. 11.9 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the independent development Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Seller’s control: 11.9.1 Act of God, explosion, flood, tempest, fire or accident; 11.9.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition; 11.9.3 acts, restrictions, regulations, bye-laws, prohibitions or measure of any Adaptimmune Licensed Products in kind on the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore using TCRs which do not form part of any Project the government, parliamentary or which are not comprised within local authority; 11.9.4 import or export regulations or embargos; 11.9.5 strikes, lack-cuts or other industrial actions or trade disputes (whether involving employees of the Licensed PatentsSeller or of a third party); 11.9.6 difficulties in obtaining raw materials labour, Know-How fuel, parts or Results (“New TCRs”). In particular, subject to clause 3, (a) each Party is free to enter into agreements with third parties machinery; 11.9.7 power failure or breakdown in relation to development of products comprising New TCRs; (b) each Party is free to enter into any licence in relation to New TCRs; and (c) each Party is free to independently isolate New TCRs for Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore respectivelymachinery. 10.6. The liability 11.10 Except in respect of either Party under this Deed (whether arising for breach or arising in any other way out of the subject matter of this Deed, including whether under contract or tort) will not include any indirect, incidental or consequential damages or loss (including as relevant any indirect loss of profits). 10.7. Nothing in this Deed will operate to limit or exclude the liability of either party for death or personal injury caused by the Seller’s negligence or any liability imposed on the Seller by Part 1 of the Consumer Protection act 1987 the Sellers total liability for any one claim or for the total of all claims arising from its negligence any one act or for liability for frauddefault of the Seller shall not exceed £250,000 or the Contract price whichever is the higher.

Warranties and Liability. 10.1. Each Party 8.1 Corbion warrants to the other that it has, or will at the time of sale have, title to sell the Goods to Customer and that the Goods sold to Customer will be in conformity with the Specifications at the time of delivery. 8.2 Unless otherwise agreed in writing or defined herein, Corbion does not make and hereby expressly disclaims all other express or implied representations or warranties, including but not limited to non‐infringement, remainder in effect, merchantability, accuracy, title, enforceability, fitness for a particular purpose of the Goods or conformity to any law, regulation or standard. 8.3 If the Goods are not in conformity with the Specifications at the time of delivery Customer has at its choice the full right following remedies which are the sole and power exclusive remedies available to enter into this Deed. Save as explicitly notified Customer: a) replacement of the (part of the) delivered Goods concerned by Corbion; or b) reimbursement of the price of (part of) the delivered Goods by Corbion. 8.4 To the extent permissible by law, Corbion's cumulative liability in connection with or arising out of the Agreement or these Terms however caused and whether arising under statutory law, contract, negligence, duty to undo or any other theory of liability, will in no event exceed the lesser of (a) the sum of the purchase price paid by Customer to Corbion for the batch of the Goods in respect of which such liability arises or (b) the amount of EURO 250.000. 8.5 Neither Party shall be liable to the other Party at for any incidental, consequential, special, indirect or exemplary damages arising from or in connection with the Effective DateAgreement, each Party warrants that as at including lost profits or costs of cover, loss of use, product recall costs, business interruption or the Effective Date it has not knowingly misappropriated any third party confidential information or knowingly infringed any third party Intellectual Property Rightlike. 10.2. Each Party warrants that save as explicitly otherwise provided 8.6 Customer must notify Corbion of any claim within six months after the loss causing event, failing which all claims are deemed to be waived. 8.7 The limitations of liability set forth in this Deed (a) it has the rights to grant the licences in clause 3 of this Deed; and (b) it has not granted to any third party any option, licence or right of first refusal in relation these Terms apply to the Licensed Patents, Results or Know-How; and (c) it has not assigned, transferred or granted any option to assign or transfer any of its rights in the Licensed Patents, Results or Know-How. 10.3. Both Parties acknowledge that in entering into this Deed they do not do so in reliance on any representation, warranty or other provision except as expressly provided in this Deed and any conditions, warranties or other terms implied by statute or common law are excluded from this Deed to the full maximum extent permitted by law. 10.4. Without limiting the scope of clauses 10.1 to 10.3, neither Party gives any warranty, representation or undertaking: 10.4.1. as to the efficacy, usefulness or quality of the Licensed Patents, Results or Know-How; 10.4.2. that any of the Licensed Patents are or will be valid or subsisting or (in the case of applications) will proceed to grant; or 10.4.3. that the exploitation of any the Licensed Patents, Results or Know-How or the manufacture, Marketing, or use of Licensed Products or products or the exercise of any other rights granted under this Deed will not infringe any Intellectual Property Rights or other rights of any third party. 10.5. Both Parties accept that there is no restriction imposed on the other Party in relation to the independent development of any Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore using TCRs which do not form part of any Project or which are not comprised within the Licensed Patents, Know-How or Results (“New TCRs”). In particular, subject to clause 3, (a) each Party is free to enter into agreements with third parties in relation to development of products comprising New TCRs; (b) each Party is free to enter into any licence in relation to New TCRs; applicable law and (c) each Party is free to independently isolate New TCRs for Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore respectively. 10.6. The liability of either Party under this Deed (whether arising for breach or arising in any other way out of the subject matter of this Deed, including whether under contract or tort) will not include any indirect, incidental or consequential damages or loss (including as relevant any indirect loss of profits). 10.7regulations. Nothing in this Deed these Terms will operate to limit either Party’s liability in a manner that would be unenforceable or exclude void as against public policy in the liability of either party for death or personal injury arising from its negligence or for liability for fraudrelevant jurisdiction.

Warranties and Liability. 10.1. Each Party warrants 13.1 Notwithstanding any provisions of this Agreement expressly or impliedly to the contrary effect, Laxdale shall not under any circumstances be responsible or liable for any, loss, damage, costs or other that it has the full right and power to enter into this Deed. Save as explicitly notified to the other Party at the Effective Date, each Party warrants that as at the Effective Date it has not knowingly misappropriated liability whatsoever (“Losses”) which [*] or any third party confidential information may incur as a result of the use of the Licensed Products to be developed by [*] pursuant to Clause 4.3 hereof except for the Losses arising out of or knowingly infringed in connection with Laxdale’s (and its employees’) gross negligence or wilful misconduct, or breach of any obligation or warranty contained herein, and [*] shall indemnify Laxdale accordingly and at all times shall maintain insurance to cover any such liability. 13.2 Notwithstanding any provisions of this Agreement expressly or impliedly to the contrary effect, [*] shall not under any circumstances be responsible or liable for any Losses which Laxdale or any third party Intellectual Property Rightmay incur as a result of the use of [*] Know-How or Joint Know-How except for the Losses arising out of or in connection with [*]’s (and its employees’) gross negligence or wilful misconduct, or breach of any obligation or warranty contained herein, and Laxdale shall indemnify [*] accordingly and at all times shall maintain insurance to cover any such liability. 10.2. Each Party 13.3.1 Laxdale represents and warrants that save as explicitly otherwise provided Laxdale, to the best of its knowledge and having taken all reasonable steps, have collected and compiled, or shall collect and compile, any data contained in this Deed the Laxdale Registration Dossier in compliance with the relevant laws and ICH regulations and guidelines including GLP and GCP and shall perform adequate quality control and quality assurance thereon. 13.3.2 [*] represents and warrants that [*], to the best of its knowledge and having taken all reasonable steps, shall collect and compile any data contained in the Joint Know-How and the [*] Know-How in compliance with the relevant laws and ICH regulations and guidelines including GLP and GCP and shall perform adequate quality control and quality assurance thereon. 13.4 Laxdale represents and warrants to [*] that it shall use its commercially reasonable efforts to obtain (a) it has either itself or by way of a licence to a third party, regulatory approval from EMEA and/or FDA for the rights to grant the licences in clause 3 of this DeedLicensed Product; and (b) it has not granted to either itself or by way of a licence from a third party, any third party any option, licence patent or right of first refusal in relation to patent application which covers the Licensed Patents, Results or Know-How; and (c) it has not assigned, transferred or granted any option to assign or transfer any of its rights Product in the Licensed Patents, Results or Know-HowTerritory. 10.3. Both Parties acknowledge 13.5 [*] represents and warrants to Laxdale that it shall use its commercially reasonable efforts to obtain regulatory approval for the Licensed Product to be developed by [*] pursuant to Clause 4.3 in entering into this Deed they do not do so in reliance on any representation, warranty or other provision except as expressly provided in this Deed and any conditions, warranties or other terms implied by statute or common law are excluded from this Deed to accordance with the full extent permitted by lawDevelopment Plan within the Territory. 10.4. Without limiting the scope of clauses 10.1 13.6 Subject to 10.3Clauses 13.1 and 13.2, neither Party gives any warranty, representation or undertaking: 10.4.1. as to the efficacy, usefulness or quality of the Licensed Patents, Results or Know-How; 10.4.2. that any of the Licensed Patents are or will be valid or subsisting or (in the case of applications) will proceed to grant; or 10.4.3. that the exploitation of any the Licensed Patents, Results or Know-How or the manufacture, Marketing, or use of Licensed Products or products or the exercise of any other rights granted under this Deed will not infringe any Intellectual Property Rights or other rights of any third party. 10.5. Both Parties accept that there is no restriction imposed on each party shall fully and effectively indemnify the other Party in relation to the independent development respect of any Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore using TCRs which do not form part of any Project or which are not comprised within the Licensed Patents, Know-How or Results (“New TCRs”). In particular, subject to clause 3, (a) each Party is free to enter into agreements with third parties in relation to development of products comprising New TCRs; (b) each Party is free to enter into any licence in relation to New TCRs; and (c) each Party is free to independently isolate New TCRs for Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore respectively. 10.6. The liability of either Party under this Deed (whether all Losses arising for breach or arising in any other way out of the subject matter gross negligence or wilful misconduct of the party or of the party’s employees, or breach of the party or of the party’s employees of the obligation or warranty contained herein provided that: 13.6.1 the indemnified party takes reasonable steps to mitigate its Losses; and 13.6.2 where any party indemnified under the terms of this DeedClause 13.6 seeks indemnification in respect of a third party claim, including whether under contract or tort) will not include the indemnified party allows the indemnifying party to handle such claims. 13.7 Neither party shall be liable to the other in respect of any indirect, incidental indirect or consequential damages or special loss or damage or loss (of profits including as relevant any indirect but not limited to loss of profits). 10.7. Nothing in this Deed will operate to limit production, business, revenue or exclude goodwill, anticipated savings or delays, except for the liability of either party for death or personal injury arising from party’s (and its employees’) gross negligence or for liability for fraudwilful misconduct, or breach of any obligation or warranty contained herein.

Warranties and Liability. 10.11. Each Party, to the extent that it is the licensor of any intellectual property hereunder, other than jointly owned intellectual property, hereby represents and warrants that it is the proper owner or licensee of such intellectual property and that it has the proper authority, without consent of any other party, to so license such intellectual property. Each Party, to the extent that it is the licensor of any intellectual property hereunder, other than jointly owned intellectual property, hereby represents and warrants that such licensed intellectual property does not, and will not, infringe upon the intellectual property rights of third parties. 2. Each Party warrants and represents that neither it nor any of its employees, agents or representatives who will be rendering any services under this Agreement have ever been debarred or convicted or a crime for which a person can be debarred under 21 U.S.C. 335a, nor to the 3. Knowledge of such Party, threatened to be debarred or indicted for a crime or otherwise engaged in conduct for which a person can be debarred. Each party agrees to notify the other immediately in the event of any such debarment, conviction, threat or indictment occurring during the term of this Agreement, or the three (3) year period following the termination or expiration of this Agreement. 4. SurgiVision agrees to extend to Brainlab and to Brainlab’s customers SurgiVision’s standard product warranty for the ClearPoint Products, as the same may be modified from time to time. EXCEPT AS PROVIDED IN THE PRECEDING SENTENCE, SURGIVISION MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, IN CONNECTION WITH THE CLEARPOINT PRODUCTS, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY. SURGIVISION MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY INTEGRATED PRODUCT. 5. Neither Party shall be liable to the other that it has the full right and power to enter into this Deed. Save as explicitly notified to the other Party at the Effective Date, each Party warrants that as at the Effective Date it has not knowingly misappropriated any third party confidential information or knowingly infringed any third party Intellectual Property Right. 10.2. Each Party warrants that save as explicitly otherwise provided in this Deed (a) it has the rights to grant the licences in clause 3 of this Deed; and (b) it has not granted to any third party any option, licence or right of first refusal in relation to the Licensed Patents, Results or Know-How; and (c) it has not assigned, transferred or granted any option to assign or transfer any of its rights in the Licensed Patents, Results or Know-How. 10.3. Both Parties acknowledge that in entering into this Deed they do not do so in reliance on any representation, warranty or other provision except as expressly provided in this Deed and any conditions, warranties or other terms implied by statute or common law are excluded from this Deed to the full extent permitted by law. 10.4. Without limiting the scope of clauses 10.1 to 10.3, neither Party gives any warranty, representation or undertaking: 10.4.1. as to the efficacy, usefulness or quality of the Licensed Patents, Results or Know-How; 10.4.2. that any of the Licensed Patents are or will be valid or subsisting or (in the case of applications) will proceed to grant; or 10.4.3. that the exploitation of any the Licensed Patents, Results or Know-How or the manufacture, Marketing, or use of Licensed Products or products or the exercise of any other rights granted under this Deed will not infringe any Intellectual Property Rights or other rights of any third party. 10.5. Both Parties accept that there is no restriction imposed on the other Party in relation to the independent development of any Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore using TCRs which do not form part of any Project or which are not comprised within the Licensed Patents, Know-How or Results (“New TCRs”). In particular, subject to clause 3, (a) each Party is free to enter into agreements with third parties in relation to development of products comprising New TCRs; (b) each Party is free to enter into any licence in relation to New TCRs; and (c) each Party is free to independently isolate New TCRs for Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore respectively. 10.6. The liability of either Party under this Deed (whether arising for breach or arising in any other way out of the subject matter of this Deed, including whether under contract or tort) will not include any indirect, incidental consequential or consequential damages special damage or loss (including as relevant any indirect the loss of profits)revenue or profit. 10.7. Nothing in this Deed will operate to limit or exclude the liability of either party for death or personal injury arising from its negligence or for liability for fraud.

Warranties and Liability. 10.112.1 ClimaTrack warrants only that for a period of ninety (90) days from the date of License (the “Warranty Period”) that if properly installed and used the Products will perform substantially in accordance with the relevant Product Documentation. Each Party warrants If ClimaTrack is notified in writing of a breach of this warranty during the Warranty Period, ClimaTrack’s sole liability, and the Partner's sole remedy shall be (at ClimaTrack’s option) to correct or replace the Products and/or the Product Documentation within a reasonable time or provide a refund of the fee paid by the Partner to ClimaTrack for the relevant Product. 12.2 Except for the express warranties and indemnities given by ClimaTrack in this Agreement and without prejudicing ClimaTrack’s liability for fraud, to the maximum extent permitted by Applicable Laws, ClimaTrack gives no warranty, undertaking, indemnity or other that it has the full right comfort and power to enter into this Deed. Save as explicitly notified to the other Party at the Effective Datemakes no representation of any kind (whether express, each Party warrants that as at the Effective Date it has not knowingly misappropriated any third party confidential information implied, under statute, custom or knowingly infringed any third party Intellectual Property Right. 10.2. Each Party warrants that save as explicitly otherwise provided in this Deed (aotherwise) it has the rights to grant the licences in clause 3 of this Deed; and (b) it has not granted to any third party any option, licence or right of first refusal in relation to the Licensed PatentsProducts, Results including without limitation: 12.2.1 as to their satisfactory quality or Knowfitness for a particular purpose or as to non-Howinfringement; 12.2.2 that the Products will detect, identify or disable all or any specific harmful programs, viruses or harmful components; 12.2.3 that the Products will not give false positive results; 12.2.4 that Updates will be provided for all harmful programs, viruses, or harmful components; 12.2.5 that Updates will be provided for all forms of spam or spam campaigns; 12.2.6 that the Products will meet the Partner’s or the End Users’ requirements; and (c) it has not assigned, transferred or granted any option to assign or transfer any of its rights in or 12.2.7 that the Licensed Patents, Results or Know-HowProducts will be error free and/or operate without interruption. 10.3. Both Parties acknowledge that in entering into this Deed they do not do so in reliance on any representation12.3 Subject to clause 12.5, warranty or other provision except as expressly provided in this Deed and any conditions, warranties or other terms implied by statute or common law are excluded from this Deed to the full extent permitted by lawApplicable Laws, the aggregate liability of ClimaTrack to the Partner for any matter arising under or in connection with this Agreement in any year, whether arising from contract, negligence or otherwise, shall be limited to the greater of $10,000 USD (or this equivalent in local currency) OR the amounts paid by the Partner to ClimaTrack under this Agreement in the preceding twelve months. 10.4. Without limiting the scope of clauses 10.1 to 10.312.4 Notwithstanding clause 12.3, neither Party gives any warranty, representation or undertaking: 10.4.1. as to the efficacy, usefulness or quality of the Licensed Patents, Results or Know-How; 10.4.2. that any of the Licensed Patents are or will be valid or subsisting or (in the case of applications) will proceed to grant; or 10.4.3. that the exploitation of any the Licensed Patents, Results or Know-How or the manufacture, Marketing, or use of Licensed Products or products or the exercise of any other rights granted under this Deed will not infringe any Intellectual Property Rights or other rights of any third party. 10.5. Both Parties accept that there is no restriction imposed on the other Party in relation to the independent development of any Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore using TCRs which do not form part of any Project or which are not comprised within the Licensed Patents, Know-How or Results (“New TCRs”). In particular, but subject to clause 312.5, (a) each Party is free and to enter into agreements with third parties in relation the extent permitted by Applicable Laws, ClimaTrack shall not be liable to development of products comprising New TCRs; (b) each Party is free to enter into the Partner for any licence in relation to New TCRs; and (c) each Party is free to independently isolate New TCRs claim for Adaptimmune Licensed Products in the case of Adaptimmunedamage to, or Immunocore Licensed Products, loss of or costs in the case respect of Immunocore respectively. 10.6. The liability of either Party under this Deed (whether arising for breach or arising in any other way out of the subject matter of this Deed, including whether under contract or tort) will not include any indirectconsequential, incidental or consequential damages resulting damages, any loss of profit, revenues, goodwill, business opportunities or pure economic loss (including as relevant in each case whether the loss is direct or indirect) or any indirect loss of profits)claims made by End Users against the Partner. 10.7. Nothing 12.5 Notwithstanding anything to the contrary in this Deed will operate Agreement ClimaTrack’s liability to limit or exclude the liability of either party Partner:- 12.5.1 for death or personal injury arising from caused by the negligence of ClimaTrack; and 12.5.2 for fraud is not limited, in each case including where such acts defaults or omissions were attributable to ClimaTrack, its negligence employees or for liability for fraudagents. 12.6 This clause 12 has continuing effect after termination of this Agreement.

Warranties and Liability. 10.1. Each Party 4.01 LICENSOR represents and warrants that it is the owner of the entire right, title and interest in and to the other SUBJECT PATENTS and the inventions disclosed and/or claimed therein, and that it has the full right and power to enter into grant the license granted to LICENSEE pursuant to this Deed. Save as explicitly notified to the other Party at the Effective Date, each Party warrants that as at the Effective Date it has not knowingly misappropriated any third party confidential information or knowingly infringed any third party Intellectual Property RightAgreement. 10.2. Each Party warrants that save as explicitly otherwise provided 4.02 Nothing in this Deed Agreement shall be construed as: (a) it has a warranty or representation by LICENSOR as to the rights to grant validity or scope of any of the licences in clause 3 of this Deed; and SUBJECT PATENTS; (b) it has a warranty or representation by LICENSOR that any manufacture, use, lease, or sale of any product does not granted or will not infringe patents, copyrights, industrial design rights or other proprietary rights owned or controlled by third parties. LICENSOR shall not be liable to LICENSEE directly or as an indemnitor of (i) LICENSEE, (ii) SUBLICENSEES or (iii) customers of SUBLICENSEES as a consequence of any alleged infringement of any such third party any optionpatents, licence copyrights, industrial design rights or right of first refusal in relation to the Licensed Patents, Results or Know-How; and other proprietary rights; (c) it has not assigneda requirement that LICENSOR shall file any patent applications, transferred secure any patent, or granted maintain any option patent in force. Notwithstanding the foregoing, LICENSOR shall use its reasonable best efforts to assign prosecute the pending patent applications set out in Schedule B hereto. However, LICENSOR shall have the sole discretion to abandon any application set out in Schedule B as is, in its opinion, unnecessary to claim fully the inventions disclosed in such applications; (d) an obligation to bring or transfer prosecute actions or suits against third parties for infringement of any of its rights in the Licensed Patentspatent, Results or Know-How. 10.3. Both Parties acknowledge that in entering into this Deed they do not do so in reliance on any representation, warranty or other provision except as expressly provided otherwise set forth in this Deed and any conditions, warranties or other terms implied by statute or common law are excluded from this Deed to the full extent permitted by law. 10.4. Without limiting the scope of clauses 10.1 to 10.3, neither Party gives any warranty, representation or undertaking: 10.4.1. as to the efficacy, usefulness or quality of the Licensed Patents, Results or Know-How; 10.4.2. that any of the Licensed Patents are or will be valid or subsisting or (in the case of applications) will proceed to grantSection 3.01; or 10.4.3. that (e) granting by implication, estoppel or otherwise, any license or rights under patents other than the exploitation of any the Licensed Patents, Results or Know-How or the manufacture, Marketing, or use of Licensed Products or products or the exercise of any other rights granted under this Deed will not infringe any Intellectual Property Rights or other rights of any third partySUBJECT PATENTS. 10.5. Both Parties accept that there is 4.03 In no restriction imposed on the other Party in relation to the independent development of event shall LICENSOR have any Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Productsliability, in the case contract, tort or otherwise, arising out of Immunocore using TCRs which do not form part of any Project or which are not comprised within the Licensed Patents, Know-How or Results (“New TCRs”). In particular, subject to clause 3, (a) each Party is free to enter into agreements with third parties in relation to development of products comprising New TCRs; (b) each Party is free to enter into any licence in relation to New TCRs; and (c) each Party is free to independently isolate New TCRs for Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore respectively. 10.6. The liability of either Party under this Deed (whether arising for breach or arising in any other way out of the subject matter of connected with this Deed, including whether under contract Agreement to pay or tort) will not include return to LICENSEE royalties paid or accrued hereunder by LICENSEE and/or any indirect, incidental or consequential damages or loss (including as relevant any indirect loss of profits)SUBLICENSEE. 10.7. Nothing in this Deed will operate to limit or exclude the liability of either party for death or personal injury arising from its negligence or for liability for fraud.

Warranties and Liability. 10.1. 8.1 Each Party represents and warrants to the other that Party that: 8.1.1 it has the full legal power, authority and right and power to enter into this Deed. Save as explicitly notified Agreement and to the other perform its respective obligations hereunder and such Agreement is valid, binding and enforceable against such Party in accordance with its terms; and 8.1.2 it is not at the Effective Date, each Party warrants that as at the Effective Commencement Date it has not knowingly misappropriated any third a party confidential information or knowingly infringed any third party Intellectual Property Right. 10.2. Each Party warrants that save as explicitly otherwise provided in this Deed (a) it has the rights to grant the licences in clause 3 of this Deed; and (b) it has not granted to any third party agreement, arrangement or understanding with any option, licence or right of first refusal Third Party which in relation to the Licensed Patents, Results or Know-How; and (c) any significant way prevents it has not assigned, transferred or granted any option to assign or transfer from fulfilling any of its rights in the Licensed Patents, Results or Know-Howmaterial obligations hereunder. 10.3. Both Parties acknowledge that in entering into this Deed they do not do so in reliance on any representation, warranty or other provision except 8.2 Save as expressly provided in this Deed and any conditions, warranties or other terms implied by statute or common law are excluded from this Deed to the full extent permitted by law. 10.4. Without limiting the scope of clauses 10.1 to 10.3Clause 8.1, neither Party gives any warranty, representation or undertaking: 10.4.1. as warranty to the efficacyother Party that the performance of this Agreement will not result in the infringement of any rights, usefulness including intellectual property rights, vested in a Third Party. 8.3 Neither Party shall be liable to the other Party, its Affiliates or quality Sub-licensees in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, cost or expense of an indirect or consequential nature (including any economic loss or other loss of turnover, profits, business or goodwill) arising out of or in connection with this Agreement or the subject matter of this Agreement. GB 0000019 8.4 Nothing in this Agreement shall be construed as a representation made or warranty given by either Party that any patent will issue based upon the Licensed Patents, Results or Know-How; 10.4.2. that any of patent included in the Licensed Patents are or which issues will be valid valid, or subsisting or (in the case of applications) will proceed to grant; or 10.4.3. that the exploitation use of any Licensed Intellectual Property will not infringe the Licensed Patents, Results patent or Know-How or the manufacture, Marketing, or use of Licensed Products or products or the exercise proprietary rights of any other rights granted under this Deed will not infringe person. Furthermore, neither Party makes any representation or warranty, express or implied, with respect to the Licensed Intellectual Property Rights Property, including without limitation, any warranty of merchantability or other rights of any third partyfitness for a particular purpose. 10.5. Both Parties accept that there is no restriction imposed 8.5 All Materials, including Licensed Materials, provided by or on the other behalf of either Party in relation to the independent development of any Adaptimmune Licensed Products in the case of Adaptimmune, and data generated by or Immunocore Licensed Products, in the case of Immunocore using TCRs which do not form part of any Project or which are not comprised within the Licensed Patents, Know-How or Results (“New TCRs”). In particular, subject to clause 3, (a) each Party is free to enter into agreements with third parties in relation to development of products comprising New TCRs; (b) each Party is free to enter into any licence in relation to New TCRs; and (c) each Party is free to independently isolate New TCRs for Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore respectively. 10.6. The liability on behalf of either Party under this Deed (whether arising Agreement are provided "as is" and without any representation or warranty, express or implied, including without limitation any implied warranty of merchantability or fitness for breach any particular purpose or arising in any warranty that the use of the Licensed Materials will not infringe or violate any patent or other proprietary rights of any other way person. 8.6 Subject to Clause 8.3, Genesis Biopharma shall be responsible for, indemnify and hold harmless CRT, its Affiliates and their officers, servants and agents against any and all liability, loss, damage, cost or expense (including reasonable attorney’s fees and court and other expenses of litigation) (“Losses”) arising out of or in connection with Third Party claims relating to the subject matter discovery, research, development, manufacture, marketing, selling and disposal of Products by Percipio, Genesis Biopharma, its Affiliates and/or any Sub-licensees, provided always that no such Losses arise or have arisen as a consequence of any breach of this DeedAgreement, including whether breach of statutory duty, negligent act, omission or wilful misconduct of or by CRT or its Affiliates or their officers, servants and agents. 8.7 In the event that CRT intends to seek indemnification under contract or tortClause 8.6, as applicable, it shall promptly inform the indemnifying Party of a claim after receiving notice of the claim and shall permit the indemnifying Party to direct and control the defence of the claim and shall provide such reasonable assistance as reasonably requested by the indemnifying Party (at the indemnifying Party’s cost) will in the defence of the claim. As used herein, “cost” shall mean the actual expenditure of expenses and shall not include any indirect, incidental consulting fee or consequential damages or loss (including as relevant any indirect loss of profits)fees for reasonable time spent by CRT rendering assistance pursuant to this provision. 10.7. Nothing in this Deed will operate to limit or exclude the liability of either party for death or personal injury arising from its negligence or for liability for fraud.

Warranties and Liability. 10.1. Each Party 4.01 LICENSOR represents and warrants to that it owns an exclusive license in the other SUBJECT PATENTS for the FIELD OF USE and the inventions disclosed and/or claimed therein, and that it has the full right and power to enter into grant the license granted to LICENSEE pursuant to this Deed. Save as explicitly notified Agreement, including all requirements for PMC to the other Party at the Effective Date, each Party warrants that as at the Effective Date it has not knowingly misappropriated any third party confidential information or knowingly infringed any third party Intellectual Property Rightact on behalf of LICENSOR. 10.2. Each Party warrants that save as explicitly otherwise provided 4.02 Nothing in this Deed Agreement shall be construed as: (a) it has a warranty or representation by LICENSOR or PMC as to the rights to grant validity or scope of any of the licences in clause 3 of this Deed; and SUBJECT PATENTS; (b) it has a warranty or representation by LICENSOR or PMC that any manufacture, use, lease, or sale of any product does not granted or will not infringe patents, copyrights, industrial design rights or other proprietary rights owned or controlled by third parties. LICENSOR or PMC shall not be liable to LICENSEE directly or as an indemnitor of (i) LICENSEE, (ii) LICENSEE'S sublicensees or (iii) customers of LICENSEE'S sublicensees as a consequence of any alleged infringement of any such third party any optionpatents, licence copyrights, industrial design rights or right of first refusal in relation to the Licensed Patents, Results or Know-How; and other proprietary rights; (c) it has not assigneda requirement that LICENSOR or PMC shall file any patent applications, transferred secure any patent, or granted maintain any option patent in force. Notwithstanding the foregoing, LICENSOR shall require PMC to assign use its reasonable best efforts to prosecute the pending patent applications set out in Schedule B hereto. However, PMC shall have the sole discretion to abandon any application set out in Schedule B as is, in its opinion, unnecessary to claim fully the inventions disclosed in such applications; (d) an obligation to bring or transfer prosecute actions or suits against third parties for infringement of any of its rights in the Licensed Patentspatent, Results or Know-How. 10.3. Both Parties acknowledge that in entering into this Deed they do not do so in reliance on any representation, warranty or other provision except as expressly provided otherwise set forth in this Deed and any conditions, warranties or other terms implied by statute or common law are excluded from this Deed to the full extent permitted by law. 10.4. Without limiting the scope of clauses 10.1 to 10.3, neither Party gives any warranty, representation or undertaking: 10.4.1. as to the efficacy, usefulness or quality of the Licensed Patents, Results or Know-How; 10.4.2. that any of the Licensed Patents are or will be valid or subsisting or (in the case of applications) will proceed to grantSection 3.01; or 10.4.3. that (e) granting by implication, estoppel or otherwise, any license or rights under patents other than the exploitation of any the Licensed Patents, Results or Know-How or the manufacture, Marketing, or use of Licensed Products or products or the exercise of any other rights granted under this Deed will not infringe any Intellectual Property Rights or other rights of any third partySUBJECT PATENTS. 10.5. Both Parties accept that there is 4.03 In no restriction imposed on the other Party in relation to the independent development of event shall LICENSOR have any Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Productsliability, in the case contract, tort or otherwise, arising out of Immunocore using TCRs which do not form part of any Project or which are not comprised within the Licensed Patents, Know-How or Results (“New TCRs”). In particular, subject to clause 3, (a) each Party is free to enter into agreements with third parties in relation to development of products comprising New TCRs; (b) each Party is free to enter into any licence in relation to New TCRs; and (c) each Party is free to independently isolate New TCRs for Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore respectively. 10.6. The liability of either Party under this Deed (whether arising for breach or arising in any other way out of the subject matter of connected with this Deed, including whether under contract Agreement to pay or tort) will not include any indirect, incidental return to LICENSEE royalties paid or consequential damages or loss (including as relevant any indirect loss of profits)accrued hereunder by LICENSEE to LICENSOR. 10.7. Nothing in this Deed will operate to limit or exclude the liability of either party for death or personal injury arising from its negligence or for liability for fraud.

Warranties and Liability. 10.1. 7.1 Each Party represents and warrants to the other that Party that: 7.1.1 it has the full corporate power and authority and the legal right and power to enter into this DeedAgreement and that this Agreement is a legal and valid obligation binding upon such Party and enforceable in accordance with its terms. Save as explicitly notified The execution, delivery and performance of the Agreement by such Party does not conflict with any agreement, instrument or understanding, oral or written, to which it is or by which it is bound, nor violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it; 7.1.2 it has not, and during the term of the Agreement will not, without the prior written consent of the other Party grant any rights to any Third Party that would conflict with the rights granted to the other Party at the Effective Date, each Party warrants that as at the Effective Date it has not knowingly misappropriated any third party confidential information or knowingly infringed any third party Intellectual Property Right.hereunder; 10.2. Each Party warrants that save as explicitly otherwise provided in this Deed (a) 7.1.3 it has the rights right to grant the licenses granted or to be granted herein; 7.1.4 it is a corporation duly organised, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated; and 7.1.5 the execution and delivery of this Agreement and the performance of such Party’s obligations do not constitute a default or require any consent under any other contractual obligation of such Party. 7.2 Sankyo hereby warrants and undertakes that at the Commencement Date: 7.2.1 it owns absolutely, co-owns or has the right to licence the Licensed IP and the CNDAC Patent Rights sufficient to grant the licences granted herein; 7.2.2 it has obtained from each and every inventor of the Licensed Patent Rights an assignment of all rights such inventors may have in clause 3 the Licensed Patent Rights and save as otherwise disclosed to Cyclacel in writing it has not partially assigned, licensed, mortgaged, charged or otherwise disposed of this Deedor encumbered its right, title or interest in the same; 7.2.3 it has disclosed to Cyclacel all information relating to the Licensed IP and CNDAC Patent Rights and any therapeutic use of the Candidate which has been generated by Sankyo or Third Parties, provided that in the case of Third Parties the disclosure of such information is not prohibited under any confidentiality obligations; and (b) and 7.2.4 it has disclosed to Cyclacel the identity of the Third Parties which have generated the information described in Clause 7.2.3; and 7.2.5 it has not granted to any third other party any optionlicence to research, licence develop or right commercialise the Candidate or CNDAC or any other compound falling within a Valid Claim of first refusal the Licensed Patent Rights or the CNDAC Patent Rights. 7.2.6 it has manufactured the “samples of any capsules in storage”, which is identified in Schedule 2, under GMP and it had obtained from [*] a statement that [*] has stored the same under GMP. 7.3 Save as is expressly stated in Clause 7.1 or 7.2 NO REPRESENTATION, CONDITION OR WARRANTY WHATSOEVER IS MADE OR GIVEN, EITHER EXPRESSED OR IMPLIED, BY OR ON BEHALF OF CYCLACEL OR SANKYO. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF THE CANDIDATE WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER PROPRIETARY RIGHTS. ALL CONDITIONS AND WARRANTIES WHETHER ARISING BY OPERATION OF LAW OR OTHERWISE ARE HEREBY EXPRESSLY EXCLUDED INCLUDING ANY CONDITIONS AND WARRANTIES TO THE EFFECT THAT ANY OF THE LICENSED IP IS VALID OR ENFORCEABLE. 7.4 Cyclacel shall have the control of and be responsible for all Clinical Trials conducted in relation to Product after execution of this Agreement including such ongoing Clinical Trials described in Schedule 7 and shall be the sponsor of such trials and in such capacity, shall, notwithstanding its indemnity rights under Clause 7.5, be responsible for the initial payment of any compensation due to any participants in such trials who suffer death or bodily injury pursuant to any legal rights or applicable industry guidelines. If it has not already done so prior to the Commencement Date, Sankyo shall submit to the FDA an Annual Update, including Information Amendment, to [*] detailing an extension to the shelf-life of Product and shall transfer [*] for such ongoing Clinical Trial to Cyclacel. In the event that the FDA does not accept an extension to the shelf life of Product for use in such ongoing Clinical Trials Cyclacel’s obligations hereunder in relation to such ongoing Clinical Trials shall be suspended until such time as the FDA has accepted the use of Product in such trials. Cyclacel (i) shall continue to conduct such ongoing Clinical Trial after the Commencement Date in compliance with the Phase I protocol provided by Sankyo, (ii) shall not amend or alter such protocol and (iii) shall not terminate such ongoing Clinical Trial at least until the end of December 2003 for ethical reasons unless otherwise terminated in accordance with the protocol. 7.5 Subject to the provisions of Clause 7.6 Sankyo shall be responsible for and shall indemnify Cyclacel and its directors, officers, servants and agents (collectively “the Indemnified Party”) against any and all liability, loss, damage, cost and expense (including legal costs) incurred or suffered by the Indemnified Party as a result of a breach of warranty by Sankyo under Clauses 7.1 or 7.2 or as a result of Sankyo’s activities in relation to the Licensed Patentsdevelopment of Candidate or Product prior to the Commencement Date of this Agreement. An Indemnified Party that intends to claim indemnification under this Clause 7.5 shall promptly notify Sankyo of any Third Party claim in respect of which the Indemnified Party intends to claim that indemnification. The Indemnified Party shall not compromise or settle the claim prior to any such notice. Sankyo may assume and control the defence of any such Third Party claim, Results provided however, that an Indemnified Party shall have the right to retain its own counsel at its own cost and expense, if representation of that Indemnified Party by the counsel retained by Sankyo would be inappropriate due to actual or Know-How; potential differing interests between the Indemnified Party and (c) it has not assigned, transferred or granted any option to assign or transfer any of its rights other party represented by that counsel in the Licensed Patents, Results or Knowproceedings. The Indemnified Party shall co-Howoperate with Sankyo and its legal representatives in the investigation of any matter covered by this indemnification. 10.3. Both Parties acknowledge that in entering into this Deed they do not do so in reliance on 7.6 Cyclacel shall be responsible for and shall indemnify Sankyo and its Affiliates, directors, officers, servants and agents (collectively “the Indemnified Party”) against any representationand all liability, warranty loss, damage, cost and expense (including legal costs) incurred or other provision except suffered by the Indemnified Party as expressly provided in this Deed and a result of any conditions, warranties claim brought against Sankyo or other terms implied its Affiliates by statute or common law are excluded from this Deed to the full extent permitted by law.a Third Party which arises 10.4. Without limiting the scope of clauses 10.1 to 10.3, neither Party gives any warranty, representation or undertaking: 10.4.1. 7.6.1 as to the efficacy, usefulness or quality a result of the Licensed Patentsactivities by Cyclacel or its Affiliates, Results Cyclacel Licensees, agents or Know-How; 10.4.2. that any of the Licensed Patents are or will be valid or subsisting or (in the case of applications) will proceed to grant; or 10.4.3. that the exploitation of any the Licensed Patents, Results or Know-How or the manufacture, Marketing, or use of Licensed Products or products or the exercise of any other rights granted distributors under this Deed will not infringe any Intellectual Property Rights or other rights of any third party. 10.5. Both Parties accept that there is no restriction imposed on the other Party Agreement in relation to the independent development or commercialisation of the Product being a claim that use of any Adaptimmune Licensed Products Product has caused death or bodily injury; or 7.6.2 as a result of a breach of warranty by Cyclacel under Clause 7.1. An Indemnified Party that intends to claim indemnification under this Clause 7.6 shall promptly notify Cyclacel of any Third Party claim in respect of which the Indemnified Party intends to claim the indemnification. The Indemnified Party shall not compromise or settle the claim prior to any such notice. Cyclacel may assume and control the defence of any such Third Party claim, provided however, that an Indemnified Party shall have the right to retain its own counsel at its own cost and expense, if representation of that Indemnified Party by the counsel retained by Cyclacel would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by that counsel in the case of Adaptimmune, or Immunocore Licensed Products, proceedings. The Indemnified Party shall co-operate with Cyclacel and its legal representatives in the case of Immunocore using TCRs which do not form part investigation of any Project or which are not comprised within the Licensed Patents, Know-How or Results (“New TCRs”). In particular, subject to clause 3, (a) each Party is free to enter into agreements with third parties in relation to development of products comprising New TCRs; (b) each Party is free to enter into any licence in relation to New TCRs; and (c) each Party is free to independently isolate New TCRs for Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore respectivelymatter covered by this indemnification. 10.6. The liability 7.7 Subject to the indemnities in Clauses 7.5 and 7.6 neither Party shall be liable to the other in contract, tort, negligence, breach of either Party under this Deed (whether arising statutory duty or otherwise for breach any loss, damage, costs or arising in expenses of any nature whatsoever incurred or suffered by the other way out or its Affiliates: 7.7.1 of a direct nature where the subject matter same is a loss of this Deedturnover, including whether under contract profits, business or tort) will not include any indirect, incidental goodwill; or 7.7.2 an indirect or consequential damages or loss (nature including as relevant any indirect or consequential economic loss or other indirect or consequential loss of turnover, profits), business or goodwill. 10.7. Nothing in this Deed will operate to limit or exclude the liability of either party for death or personal injury arising from its negligence or for liability for fraud.

Warranties and Liability. 10.1. Each Party 8.1 Corbion warrants to the other that it has, or will at the time of sale have, title to sell the Goods to Customer and that the Goods sold to Customer will be in conformity with the Specifications at the time of delivery. 8.2 Unless otherwise agreed in writing or defined herein, Corbion does not make and hereby expressly disclaims all other express or implied representations or warranties, including but not limited to non‐infringement, remainder in effect, merchantability, accuracy, title, enforceability, fitness for a particular purpose of the Goods or conformity to any law, regulation or standard. 8.3 If the Goods are not in conformity with the Specifications at the time of delivery Customer has at its choice the full right following remedies which are the sole and power exclusive remedies available to enter into this Deed. Save as explicitly notified Customer: a) replacement of the (part of the) delivered Goods concerned by Corbion; or b) reimbursement of the price of (part of) the delivered Goods by Corbion. 8.4 Corbion's cumulative liability in connection with or arising out of the Agreement or these Terms however caused and whether arising under statutory law, contract, negligence, duty to undo or any other theory of liability, will in no event exceed the lesser of (a) the sum of the purchase price paid by Customer to Corbion for the batch of the Goods in respect of which such liability arises or (b) the amount of USD 250.000. 8.5 Neither Party shall be liable to the other Party at for any incidental, consequential, special, indirect or exemplary damages arising from or in connection with the Effective DateAgreement, each Party warrants that as at including lost profits or costs of cover, loss of use, product recall costs, business interruption or the Effective Date it has not knowingly misappropriated any third party confidential information or knowingly infringed any third party Intellectual Property Rightlike. 10.2. Each Party warrants that save as explicitly otherwise provided 8.6 Customer must notify Corbion of any claim within six months after the loss causing event, failing which all claims are deemed to be waived. 8.7 The limitations of liability set forth in this Deed (a) it has the rights to grant the licences in clause 3 of this Deed; and (b) it has not granted to any third party any option, licence or right of first refusal in relation these Terms apply to the Licensed Patents, Results or Know-How; and (c) it has not assigned, transferred or granted any option to assign or transfer any of its rights in the Licensed Patents, Results or Know-How. 10.3. Both Parties acknowledge that in entering into this Deed they do not do so in reliance on any representation, warranty or other provision except as expressly provided in this Deed and any conditions, warranties or other terms implied by statute or common law are excluded from this Deed to the full maximum extent permitted by law. 10.4. Without limiting the scope of clauses 10.1 to 10.3, neither Party gives any warranty, representation or undertaking: 10.4.1. as to the efficacy, usefulness or quality of the Licensed Patents, Results or Know-How; 10.4.2. that any of the Licensed Patents are or will be valid or subsisting or (in the case of applications) will proceed to grant; or 10.4.3. that the exploitation of any the Licensed Patents, Results or Know-How or the manufacture, Marketing, or use of Licensed Products or products or the exercise of any other rights granted under this Deed will not infringe any Intellectual Property Rights or other rights of any third party. 10.5. Both Parties accept that there is no restriction imposed on the other Party in relation to the independent development of any Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore using TCRs which do not form part of any Project or which are not comprised within the Licensed Patents, Know-How or Results (“New TCRs”). In particular, subject to clause 3, (a) each Party is free to enter into agreements with third parties in relation to development of products comprising New TCRs; (b) each Party is free to enter into any licence in relation to New TCRs; applicable law and (c) each Party is free to independently isolate New TCRs for Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore respectively. 10.6. The liability of either Party under this Deed (whether arising for breach or arising in any other way out of the subject matter of this Deed, including whether under contract or tort) will not include any indirect, incidental or consequential damages or loss (including as relevant any indirect loss of profits). 10.7regulations. Nothing in this Deed these Terms will operate to limit either Party’s liability in a manner that would be unenforceable or exclude void as against public policy in the liability of either party for death or personal injury arising from its negligence or for liability for fraudrelevant jurisdiction.

Warranties and Liability. 10.1. (a) Each Party party represents and warrants to the other party that it has the full legal power, authority and right and power to enter into this Deed. Save as explicitly notified Agreement and to perform all of its respective obligations set forth in the other Party at Agreement terms, including the Effective Date, each Party Exhibits. (b) Each party represents and warrants that as at of the Effective Date effective date of this Agreement it has is not knowingly misappropriated a party to any agreement, arrangement or understanding with any third party confidential information or knowingly infringed which in any third party Intellectual Property Rightway conflicts with its ability to fulfill any of its obligations under the terms of this Agreement, including the Exhibits. 10.2. Each Party (c) ENDORECHERCHE represents and warrants that save the program has been approved by the Quebec Government as explicitly otherwise provided fulfilling the requirements for the fiscal advantages and research incentives and that the document attached as Exhibit Band incorporated herein constitutes such formal and legally binding approval of the Quebec Government and further represents and warrants that it will use its best efforts to maintain the research tax credits available, as a result of such approval, during the period described in this Deed Paragraph (a) of Article 4. (d) ENDORECHERCHE warrants that it has and shall retain all right, title and interest to the rights Patent Rights described in Paragraph (1) (i) of Article 1 and further warrants that is has and shall retain the right to grant obtain all right, title and interest in all patentable inventions arising out of efforts by or on behalf of ENDORECHERCHE in the licences in clause 3 of this Deed; Program. (e) ENDORECHERCHE represents and (b) warrants that it has not granted to any third party any optionentered into and will maintain a binding and enforceable agreement with Le Centre Hospitalier De L’Universite, licence or Laval (hereinafter “CHUL”) under which ENDORECHERCHE has exclusive right of first refusal assignment of all right, title and interest in relation any inventions, discoveries, research results and data, whether or not patentable, resulting from any work undertaken by CHUL during the term of the Program, as it may be extended, relating to the Licensed Patents, Results or Know-How; discovery and (c) it has not assigned, transferred or granted any option to assign or transfer any development of its rights antiestrogen and antiandrogen compounds useful in the Licensed Patents, Results or Know-Howtreatment of cancer. 10.3. Both Parties acknowledge that in entering into this Deed they do not do so in reliance on any representation, warranty or other provision except (f) Except as expressly provided in this Deed Agreement, each party disclaims all warranties, express or implied, concerning or relating to Licensed Compounds and any conditions, warranties or other terms implied by statute or common law are excluded from this Deed to the full extent permitted by lawLicensed Products. 10.4. Without limiting the scope of clauses 10.1 to 10.3, neither Party gives any warranty, representation or undertaking: 10.4.1. as to the efficacy, usefulness or quality of the Licensed Patents, Results or Know-How; 10.4.2. that any of the Licensed Patents are or will (g) Neither party shall be valid or subsisting or (in the case of applications) will proceed to grant; or 10.4.3. that the exploitation of any the Licensed Patents, Results or Know-How or the manufacture, Marketing, or use of Licensed Products or products or the exercise of any other rights granted under this Deed will not infringe any Intellectual Property Rights or other rights of any third party. 10.5. Both Parties accept that there is no restriction imposed on the other Party in relation to the independent development of any Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore using TCRs which do not form part of any Project or which are not comprised within the Licensed Patents, Know-How or Results (“New TCRs”). In particular, subject to clause 3, (a) each Party is free to enter into agreements with third parties in relation to development of products comprising New TCRs; (b) each Party is free to enter into any licence in relation to New TCRs; and (c) each Party is free to independently isolate New TCRs liable for Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore respectively. 10.6. The liability of either Party under this Deed (whether arising for breach or arising in any other way out of the subject matter of this Deed, including whether under contract or tort) will not include any indirect, incidental or consequential damages of the other party arising out of or loss (including as relevant any indirect loss resulting from a breach of profits)this Agreement. 10.7. Nothing in this Deed will operate to limit or exclude the liability of either party for death or personal injury arising from its negligence or for liability for fraud.

Warranties and Liability. 10.1. Each Party 6.1 The University warrants as follows: 6.1.1 it is the owner of and applicant for or the registered proprietor (as the case may be) of the Patents; 6.1.2 it has not previously licensed any of the Patents pursuant to the other that a licence which remains in force; 6.1.3 it has the full right sole right, power and power authority to enter into this Deed. Save as explicitly notified to the other Party at the Effective Date, each Party warrants that as at the Effective Date it has not knowingly misappropriated any third party confidential information or knowingly infringed any third party Intellectual Property Right. 10.2. Each Party warrants that save as explicitly otherwise provided in this Deed (a) it has the rights Agreement and to grant the [***] licences in clause 3 of this Deed; and (b) it has not granted to any third party any option, licence or right of first refusal in relation to the Licensed Patents, Results or Know-How; and (c) it has not assigned, transferred or granted any option to assign or transfer any of its rights in the Licensed Patents, Results or Know-Howhereunder. 10.3. Both Parties acknowledge that 6.2 Each of the parties acknowledges that, in entering into this Deed they do Agreement, it has not do so in reliance relied on any representationwarranty, warranty representation or other provision undertaking except as those expressly provided set out in this Deed Agreement and each party waives any conditions, warranties or other terms implied by statute or common law are excluded from claim for breach of any representation (unless made fraudulently) which is not specifically contained in this Deed to the full extent permitted by lawAgreement as a warranty. 10.4. Without limiting 6.3 Except as set forth In clause 6.1, the scope of clauses 10.1 to 10.3, neither Party gives University does not give any warranty, representation or undertaking: 10.4.1. 6.3.1 as to the efficacy, efficacy or usefulness or quality of any of the Licensed Patents, Results or Know-How;IP; or 10.4.2. 6.3.2 that any of the Licensed Patents are IP is or will be valid or subsisting or (in the case of applicationsan application) will proceed to grant; or 10.4.3. 6.3.3 that the exploitation use of any of the Licensed PatentsIP in, Results or Know-How or the manufacture, Marketingsale, supply, use or use performance of any or the Licensed Products or products or the exercise of any other of the rights granted under this Deed Agreement will not infringe any Intellectual Property Rights intellectual property or other rights of any other person; or 6.3.4 that the Know-How or any other information communicated by the University to the Licensee under or in connection with this Agreement will produce Licensed Products of satisfactory quality or fit for the purpose for which the Licensee intended; or 6.3.5 imposing any obligation on the University to bring or prosecute actions or proceedings against third partyparties for infringement or to defend any action or proceedings for revocation of any of the registered intellectual property comprised within the Licensed IP; or 6.3.6 imposing any liability on the University in the event that any third party supplies Licensed Products to customers located in the Territory. 10.5. Both Parties accept 6.4 The Licensee will indemnify the University, and keep it fully and effectively indemnified, against each and every claim made against the University as a result of the Licensee’s manufacture, use, sale or performance of, or other dealing in any of the Licensed Products except where such claim results directly from the University’s negligence, provided that there is no restriction imposed on the other Party University must: 6.4.1 promptly notify the Licensee of details of the claim; 6.4.2 not make any admission in relation to the independent development of any Adaptimmune Licensed Products claim; and 6.4.3 give the Licensee all reasonable assistance (at the Licensee’s expense) in dealing with the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore using TCRs which do not form part of any Project or which are not comprised within the Licensed Patents, Know-How or Results (“New TCRs”). In particular, subject claim. 6.5 Subject to clause 36.8, (a) each Party is free to enter into agreements with and except for third parties in relation to development party claims made under any provision of products comprising New TCRs; (b) each Party is free to enter into any licence in relation to New TCRs; and (c) each Party is free to independently isolate New TCRs for Adaptimmune Licensed Products in indemnification, the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore respectively. 10.6. The liability of either Party party to the other for any breach of this Agreement, for any negligence or liability arising in any other way out of the subject matter of or in connection with this Agreement will not extend to any indirect damages or losses, or any loss of profits, loss of revenue, loss of data, loss of contracts or opportunity, whether direct or indirect, even if the party bringing the claim has advised the other of the possibility of those losses or if they were within the other party’s contemplation. 6.6 Subject to clause 6.8, except for third party claims made under any provision of indemnification, the aggregate liability of each party to the other for all and any breaches of this Deed Agreement, any negligence or liability arising in any other way out of the subject matter of or in connection with this Agreement, will not exceed in total the payments received by the University from the Licensee under clause 4.1 aggregate (whether arising for breach excluding VAT) during the 12 months preceding the date upon which the claim is first notified to the University. 6.7 Subject to clause 6.8, any claim under or arising in any other way out of the subject matter of or in connection with this Deed, including whether under contract Agreement must be notified in writing by the party making the claim (“Claimant”) within 12 months of the date when the Claimant became aware or tort) will not include ought reasonably to have become aware of such claim and in any indirect, incidental or consequential damages or loss (including as relevant any indirect loss event within 2 years of profits)the Commencement Date and proceedings in respect of such claim must be issued and served on the other party within 12 months of the date of such notification. 10.7. 6.8 Nothing in this Deed will operate to limit Agreement limits or exclude the excludes either party’s liability of either party for for: 6.8.1 death or personal injury arising from caused by its negligence negligence; or 6.8.2 any fraud or for any sort of liability for fraudthat, by law, cannot be limited or excluded.

Warranties and Liability. 10.1. Each Party 8.1 CSA warrants that (i) it will use reasonable endeavours to procure that CSA Compliance Essentials are available for use by the other Company and its Participants in accordance with this Agreement and (ii) it will provide the Services, or procure that it has the full right they are provided, using reasonable skill and power to enter into this Deed. care. 8.2 Save as explicitly notified to the other Party at the Effective Date, each Party warrants that as at the Effective Date it has not knowingly misappropriated any third party confidential information or knowingly infringed any third party Intellectual Property Right. 10.2. Each Party warrants that save as explicitly otherwise provided in this Deed (a) it has the rights to grant the licences in clause 3 of this Deed; and (b) it has not granted to any third party any optionClause 8.1 above, licence or right of first refusal in relation to the Licensed Patents, Results or Know-How; and (c) it has not assigned, transferred or granted any option to assign or transfer any of its rights in the Licensed Patents, Results or Know-How. 10.3. Both Parties acknowledge that in entering into this Deed they do not do so in reliance on any representation, warranty or all other provision except as expressly provided in this Deed and any conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this Agreement or any collateral contract, whether by statute or statute, common law or otherwise, are excluded from this Deed hereby excluded, to the full fullest extent permitted by law. 10.4. 8.3 Without in any way limiting Clause 8.2 above, CSA does not give any warranty or guarantee that access to CSA Compliance Essentials will be continuously available, uninterrupted or error free and the scope Company expressly acknowledges that CSA Compliance Essentials may be affected by periods of clauses 10.1 to 10.3unavailability including (without limitation) when they are undergoing scheduled or unscheduled maintenance. 8.4 Save as provided in Clause 8.6 below, neither Party gives in no event shall CSA (or any warrantyof its group companies) be liable whether in contract, representation tort (including negligence) or undertaking: 10.4.1. as otherwise under or in connection with this Agreement to the efficacyCompany for loss of profits, usefulness loss of margin, loss of use, loss of contracts, loss of goodwill or quality of the Licensed Patents, Results or Know-How; 10.4.2. that any of the Licensed Patents are or will be valid or subsisting or (in the case of applications) will proceed to grant; or 10.4.3. that the exploitation of any the Licensed Patents, Results or Know-How or the manufacture, Marketing, or use of Licensed Products or products or the exercise of any other rights granted under this Deed will not infringe any Intellectual Property Rights or other rights of any third party. 10.5. Both Parties accept that there is no restriction imposed on the other Party in relation to the independent development of any Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore using TCRs which do not form part of any Project or which are not comprised within the Licensed Patents, Know-How or Results (“New TCRs”). In particular, subject to clause 3, (a) each Party is free to enter into agreements with third parties in relation to development of products comprising New TCRs; (b) each Party is free to enter into any licence in relation to New TCRs; and (c) each Party is free to independently isolate New TCRs for Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore respectively. 10.6. The liability of either Party under this Deed (whether arising for breach or arising in any other way out of the subject matter of this Deed, including whether under contract or tort) will not include any indirect, incidental special or consequential damages or loss losses of any nature whatsoever. 8.5 Save as provided in Cause 8.6 below, the total aggregate liability of CSA (and any of its group companies) to the Company, whether in contract, tort (including as relevant negligence) or otherwise and whether in connection with this Agreement or any indirect loss of profits)collateral contract, shall in no circumstances exceed a sum equal to the total Charges paid to CSA under this Agreement. 10.7. Nothing 8.6 The exclusions and limitations in this Deed will operate Clause 8 shall apply to limit or the fullest extent permissible at law, but CSA does not exclude the liability of either party for death or personal injury arising from caused by the negligence of CSA, its negligence officers, employees, contractors or agents or for fraud or fraudulent misrepresentation or for any other liability for fraudwhich may not be excluded by law.