DEPOSIT AGREEMENTDeposit Agreement • March 25th, 2021 • Immunocore Holdings PLC • Biological products, (no disgnostic substances) • New York
DEPOSIT AGREEMENT, dated as of February 9, 2021, by and among (i) Immunocore Holdings plc, a public limited company incorporated under the laws of England and Wales, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).
OPEN MARKET SALE AGREEMENTSMImmunocore Holdings PLC • September 9th, 2022 • Biological products, (no disgnostic substances) • New York
IMMUNOCORE HOLDINGS PLC and _____________, As Warrant Agent Form of Debt Securities Warrant Agreement Dated As Of __________Debt Securities Warrant Agreement • April 4th, 2022 • Immunocore Holdings PLC • Biological products, (no disgnostic substances) • New York
This Debt Securities Warrant Agreement (this “Agreement”), dated as of [●], between Immunocore Holdings plc, a public limited company incorporated under the laws of England and Wales under company number 13119746 and having its registered office at 92 Park Drive, Milton Park, Abingdon, Oxfordshire, United Kingdom, OX14 4RY (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 28th, 2024 • Immunocore Holdings PLC • Biological products, (no disgnostic substances) • Pennsylvania
This Amended and Restated Employment Agreement (the “Agreement”) is entered into by and between Brian Di Donato (“Executive”) and Immunocore, LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of Immunocore Holdings Limited, a company incorporated under the laws of England and Wales to be renamed as Immunocore Holdings Plc after its re-registration as a public limited company (hereinafter referred to together as the “Company”) and is effective as of, and contingent upon, the occurrence of the “IPO Date” (as defined in the Immunocore Holdings Plc 2021 Equity Incentive Plan (the “Plan”)) (the “Effective Date”).
SUBSCRIPTION AGREEMENTSubscription Agreement • February 3rd, 2021 • Immunocore Holdings PLC • Biological products, (no disgnostic substances)
This Subscription Agreement (this “Agreement”) is made and entered into as of February 3, 2021 (the “Effective Date”), by and between Immunocore Holdings Plc (registered number 13119746), a public limited company incorporated in England and Wales whose registered office is 92 Park Drive, Milton Park, Abingdon, Oxfordshire, United Kingdom OX14 4RY (the “Company”) and Bill & Melinda Gates Foundation, a Washington charitable trust that is a tax-exempt private foundation organized and existing under the laws of Washington and having its principal place of business at 500 Fifth Avenue North, Seattle, Washington 98109, United States (“Subscriber”).
BETWEEN IMMUNOCORE LIMITED. on the one hand, AND GENENTECH, INC AND on the other hand, AS OF JUNE 14, 2013Research Collaboration and License Agreement • January 15th, 2021 • Immunocore LTD • Biological products, (no disgnostic substances) • England and Wales
This Research Collaboration and License Agreement (“Agreement”) is made and entered into, effective as of June 14, 2013 (“Effective Date”), by and between Immunocore Limited, having its principal place of business at 57 Jubilee Avenue, Milton Park, Abingdon, Oxon, United Kingdom OX14 4RX (“Immunocore”), on the other hand, Genentech, Inc., a Delaware corporation, having its principal place of business at 1 DNA Way, South San Francisco, California 94080 (“GNE”) and F. Hoffmann-La Roche Ltd, with its principal place of business at Grenzacherstrasse 124, CH 4070 Basel, Switzerland (“Roche”), on the other hand. GNE and Immunocore are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” The term “Party” or “Parties” shall not include Roche unless explicitly stated below.
LICENSE AGREEMENT RELATING TO MAGE-A4 [***] COMPOUNDS BETWEEN IMMUNOCORE LIMITED, on the one hand, AND GENENTECH, INC., on the other hand, AS OF SEPTEMBER 27, 2016License Agreement • January 15th, 2021 • Immunocore LTD • Biological products, (no disgnostic substances) • England and Wales
This License Agreement (“Agreement”) is made and entered into, effective as of September 27, 2016 (“Effective Date”), by and between Immunocore Limited, having its principal place of business at 101 Park Drive, Milton Park, Abingdon, Oxon, United Kingdom OX14 4RY (“Immunocore”), on the one hand and, Genentech, Inc., a Delaware corporation, having its principal place of business at 1 DNA Way, South San Francisco, California 94080 (“GNE”), on the other hand. GNE and Immunocore are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • January 15th, 2021 • Immunocore LTD • Biological products, (no disgnostic substances)
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 15th, 2021 • Immunocore LTD • Biological products, (no disgnostic substances)
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of November 6, 2020 (the “Effective Date”) among OXFORD FINANCE LUXEMBOURG S.À R.L., a Luxembourg private limited liability company (société à responsabilité limitée) with registered office at 2 route d’Arlon, 8008 Strassen, Grand Duchy of Luxembourg and registered with the Luxembourg commercial register under number B243395, acting in respect of its Compartment 1 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and IMMUNOCORE LIMITED, a private limited company incorporated under the laws of England and Wales and limited by shares under registration number 645207 with offices located at 92 Park Drive, Milton Park, Abingdon, Oxon, OX14 4RY, UK
DEVELOPMENT AND LICENSE AGREEMENT BETWEEN IMMUNOCORE LIMITED AND ELI LILLY AND COMPANYDevelopment and License Agreement • January 15th, 2021 • Immunocore LTD • Biological products, (no disgnostic substances) • England and Wales
Capitalized terms used in this Agreement, whether used in the singular or plural, shall have the meanings set forth below or elsewhere herein, unless otherwise specifically indicated herein.
LICENSE AND COLLABORATION AGREEMENT BETWEEN IMMUNOCORE LIMITED, on the one hand, AND GENENTECH, INC. AND F. HOFFMANN-LA ROCHE LTD, on the other hand, AS OF NOVEMBER 15, 2018License and Collaboration Agreement • January 15th, 2021 • Immunocore LTD • Biological products, (no disgnostic substances) • England and Wales
This License And Collaboration Agreement (“Agreement”) is made and entered into, effective as of November 15, 2018 (“Effective Date”), by and between Immunocore Limited, having its principal place of business at 101 Park Drive, Milton Park, Abingdon, Oxon, United Kingdom OX14 4RY (“Immunocore”), on the one hand, and Genentech, Inc., a Delaware corporation, having its principal place of business at 1 DNA Way, South San Francisco, California 94080 (“GNE”), and F. Hoffmann-La Roche Ltd, having its principal place of business at Grenzacherstrasse 124, CH 4070 Basel, Switzerland (“Roche”), on the other hand. GNE and Immunocore are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” The term “Party” or “Parties” shall not include Roche unless explicitly stated below.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 20th, 2022 • Immunocore Holdings PLC • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is made and entered into as of July 15, 2022 (the “Execution Date”) by and among Immunocore Holdings plc (registered number 13119746), a public limited company incorporated in England and Wales whose registered office is at 92 Park Drive, Milton Park, Abingdon, Oxfordshire, OX14 4RY United Kingdom (the “Company”), and the Investors identified on Exhibit A attached hereto (each an “Investor” and collectively the “Investors”).
IMMUNOCORE LIMITED CONVERTIBLE LOAN NOTE PURCHASE AGREEMENT DATE 13 SEPTEMBER 2017Note Purchase Agreement • January 15th, 2021 • Immunocore LTD • Biological products, (no disgnostic substances) • London
This NOTE PURCHASE AGREEMENT (this “Agreement”) is made as of the 13 day of September, 2017 (the “Effective Date”) by and among Immunocore Limited, a company registered in England under number 06456207 with its registered office at 101 Park Dr, Milton, Abingdon OX14 4RY (the “Company”), and the Bill & Melinda Gates Foundation of PO Box 23350, Seattle, WA (the “Purchaser”). The Company and the Purchaser are each referred to as a “Party” and collectively as the “Parties”.
DATED 28 March 2017Dated • January 15th, 2021 • Immunocore LTD • Biological products, (no disgnostic substances)
MEPC MILTON PARK NO. 1 LIMITED (Company number 5491670) and MEPC MILTON PARK NO. 2 LIMITED (Company number 5491806), on behalf of MEPC Milton LP (LP No. LP14504), both of whose registered offices are at Lloyds Chambers 1 Portsoken Street London E1 8HZ
DATED 28 December 2017Immunocore LTD • January 15th, 2021 • Biological products, (no disgnostic substances)
MEPC MILTON PARK NO. 1 LIMITED (Company number 5491670) and MEPC MILTON PARK NO. 2 LIMITED (Company number 5491806), on behalf of MEPC Milton LP (LP No. LP14504), both of whose registered offices are at Lloyds Chambers 1 Portsoken Street London E1 8HZ
andAssignment and Exclusive Licence • January 15th, 2021 • Immunocore LTD • Biological products, (no disgnostic substances) • England and Wales
FIRST AMENDMENT TO AMENDED AND RESTATED GLOBAL ACCESS COMMITMENTS AGREEMENTGlobal Access Commitments Agreement • February 3rd, 2021 • Immunocore Holdings PLC • Biological products, (no disgnostic substances) • London
This FIRST AMENDMENT TO AMENDED AND RESTATED GLOBAL ACCESS COMMITMENTS AGREEMENT (“Agreement”) is dated as of the 3rd day of February, 2021, by and among the Bill & Melinda Gates Foundation, a Washington charitable trust that is a tax-exempt private foundation (the “Foundation”), Immunocore public Limited, a private limited company incorporated in England and Wales with company number 06456207 (the “Company”), and Immunocore Holdings plc, a private limited company incorporated under the laws of England and Wales (“Holdings”).
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 3rd, 2022 • Immunocore Holdings PLC • Biological products, (no disgnostic substances) • New York
THIS FIRST AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of January 22, 2021 (the “First Amendment Date”), by and among OXFORD FINANCE LUXEMBOURG S.À R.L., a Luxembourg private limited liability company (société à responsabilité limitée) with registered office at 2 route d’Arlon, 8008 Strassen, Grand Duchy of Luxembourg and registered with the Luxembourg commercial register under number B243395, acting in respect of its Compartment 1 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 of the Loan Agreement (defined below) or otherwise a party thereto from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and IMMUNOCORE LIMITED, a private limited company incorporated under the laws of England and Wales and limited by shares under registration number 6456207 with offices located at 92 Park Drive, Milton Park, Abingdon, Oxfordshire, OX14 4RY, U
February 8th 2021 Immunocore LimitedImmunocore Holdings PLC • March 3rd, 2022 • Biological products, (no disgnostic substances)
Underwriting AgreementUnderwriting Agreement • February 1st, 2021 • Immunocore LTD • Biological products, (no disgnostic substances) • New York
The Underlying Shares shall be deposited pursuant to a deposit agreement (the “Deposit Agreement”), to be dated as of or prior to each Time of Delivery (as defined in Section 4(a) of this Agreement), among the Company, Citibank, N.A., as depositary (the “Depositary”), and all holders and beneficial holders of ADSs issued thereunder. Each Offered ADS will represent one Underlying Share. Such Underlying Shares will be deposited pursuant to the Deposit Agreement.
Registration Rights AgreementRegistration Rights Agreement • July 20th, 2022 • Immunocore Holdings PLC • Biological products, (no disgnostic substances) • New York
This Registration Rights Agreement (this “Agreement”) is entered into as of July 15, 2022, by and among Immunocore Holdings plc, a public limited company incorporated in England and Wales with Company number 13119746 (the “Company”), and the investors listed on the attached Schedule A who are signatories to this Agreement (individually as an “Investor” and collectively, the “Investors”). Unless otherwise defined herein, capitalized terms used in this Agreement have the respective meanings ascribed to them in Section 1.
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT IMMUNOCORE TREATS AS PRIVATE OR CONFIDENTIAL. AMENDMENT NO. 1 TO SIDE LETTERImmunocore Holdings PLC • May 28th, 2024 • Biological products, (no disgnostic substances)
This AMENDMENT NO. 1 TO SIDE LETTER (the “Amendment”) dated as of February 6, 2024, is made with reference to the Letter Agreement dated January 21, 2021 (the “Side Letter”) by and between IMMUNOCORE HOLDINGS LIMITED, 667, L.P., and BAKER BROTHERS LIFE SCIENCES, L.P. (collectively, the “Parties”).
SECOND AMENDMENT TO LOAN AND SECUR ITY AGREEMENTLoan and Secur Ity Agreement • March 3rd, 2022 • Immunocore Holdings PLC • Biological products, (no disgnostic substances) • New York
THIS SECOND AMENDMENT to Loan and Security Agreement (this " Amendment ") is entered into as of September 10, 2021 (the "Second Amendment Date"), by and among OXFORD FINANCE LUXEMBOURG S.À R.L., a Luxembourg private limited liability company (société à responsabilité limitée) with registered office at 2 route d'Arlon, 8008 Strassen, Grand Duchy of Luxembourg and registered with the Luxembourg commercial register under number B243395, acting in respect of its Compartment 1 ("Oxford''), as collateral agent (in such capacity, "Collateral Agent"), the Lenders listed on Schedule 1.1 of the Loan Agreement (defined below) or otherwise a party thereto from time to time including Oxford in its capacity as a Lender (each a " Lender" and collectively, the " Lenders"), and IMMUNOCO RE LIMITED, a private limited company incorporated under the laws of England and Wales and limited by shares under registration number 6456207 with offices located at 92 Park Drive, Milton Park, Abingdon, Oxfordshire, O
IMMUNOCORE HOLDINGS PLC and _____________, As Warrant Agent Form of Ordinary Shares Warrant Agreement Dated As OF __________Ordinary Shares Warrant Agreement • April 4th, 2022 • Immunocore Holdings PLC • Biological products, (no disgnostic substances) • New York
This Ordinary Shares Warrant Agreement (this “Agreement”), dated as of [●], between Immunocore Holdings plc, a public limited company incorporated under the laws of England and Wales under company number 13119746 and having its registered office at 92 Park Drive, Milton Park, Abingdon, Oxfordshire, United Kingdom, OX14 4RY (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
FORM OF SUBSCRIPTION AGREEMENTForm of Subscription Agreement • February 1st, 2021 • Immunocore LTD • Biological products, (no disgnostic substances)
This Subscription Agreement (this “Agreement”) is made and entered into as of February , 2021 (the “Effective Date”), by and between Immunocore Holdings Limited (registered number 13119746), a private limited company incorporated in England and Wales whose registered office is 92 Park Drive, Milton Park, Abingdon, Oxfordshire, United Kingdom OX14 4RY and which is in the process of being re-registered as a public limited company under the name Immunocore Holdings plc (the “Company”) and Bill & Melinda Gates Foundation, a Washington charitable trust that is a tax-exempt private foundation organized and existing under the laws of Washington and having its principal place of business at 500 Fifth Avenue North, Seattle, Washington 98109, United States (“Subscriber”).
IMMUNOCORE Contract of Employment Tina St Leger Dated 2 August 2021Immunocore • February 28th, 2024 • Immunocore Holdings PLC • Biological products, (no disgnostic substances)
Amended & Restated Global Access Commitments AgreementImmunocore LTD • December 22nd, 2020 • Biological products, (no disgnostic substances) • London
This Amended & Restated Global Access Commitments Agreement (including all appendices, exhibits and attachments hereto, the “Agreement”), is entered into as of 2 March 2020 (“Effective Date”), by and between the Bill & Melinda Gates Foundation, a Washington charitable trust that is a tax-exempt private foundation (the “Foundation”), and Immunocore Limited, a company incorporated in England and Wales with registered number 06456207 (the “Company”). This Agreement amends and restates in its entirety the Global Access Commitments Agreement entered into as of September 13, 2017 (the “Prior Agreement”), which was entered into by and between the Foundation and the Company in connection with the Foundation’s investment (the “Notes Investment”) in promissory notes issued by the Company (the “Notes”) of up to forty million dollars ($US40,000,000) and, upon conversion of the Notes (the “Notes Conversion”), equity securities of the Company. In addition to the Notes Investment, additional payments
IMMUNOCORE HOLDINGS PLC AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of February 2, 2024 2.50% Convertible Senior Notes due 2030Immunocore Holdings PLC • February 2nd, 2024 • Biological products, (no disgnostic substances) • New York
INDENTURE dated as of February 2, 2024 between IMMUNOCORE HOLDINGS PLC, a public limited company incorporated under the laws of England and Wales, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 28th, 2024 • Immunocore Holdings PLC • Biological products, (no disgnostic substances) • New York
This Registration Rights Agreement (this “Agreement”) is made as of May 28, 2024 by and between Immunocore Holdings plc, a public limited company incorporated under the laws of England and Wales (the “Company”), and the persons listed on the attached Schedule A who are signatories to this Agreement (collectively, the “Investors”). Unless otherwise defined herein, capitalized terms used in this Agreement have the respective meanings ascribed to them in Section 1.
IMMUNOCORE LIMITED UNAPPROVED SHARE OPTION AGREEMENTShare Option Agreement • April 12th, 2021 • Immunocore Holdings PLC • Biological products, (no disgnostic substances) • England and Wales
THE SECURITY REPRESENTED BY THIS AGREEMENT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
Amended & Restated Global Access Commitments AgreementCertain • January 15th, 2021 • Immunocore LTD • Biological products, (no disgnostic substances) • London
This Amended & Restated Global Access Commitments Agreement (including all appendices, exhibits and attachments hereto, the “Agreement”), is entered into as of 2 March 2020 (“Effective Date”), by and between the Bill & Melinda Gates Foundation, a Washington charitable trust that is a tax-exempt private foundation (the “Foundation”), and Immunocore Limited, a company incorporated in England and Wales with registered number 06456207 (the “Company”). This Agreement amends and restates in its entirety the Global Access Commitments Agreement entered into as of September 13, 2017 (the “Prior Agreement”), which was entered into by and between the Foundation and the Company in connection with the Foundation’s investment (the “Notes Investment”) in promissory notes issued by the Company (the “Notes”) of up to forty million dollars ($US40,000,000) and, upon conversion of the Notes (the “Notes Conversion”), equity securities of the Company. In addition to the Notes Investment, additional payments
