Common use of Options; Licences Clause in Contracts

Options; Licences. 6.1 On an Initial Program-by-Initial Program basis, Immunocore shall grant and hereby grants to GSK, an exclusive option to obtain the exclusive licences on the terms set out in Section 6.7 (each, an “Initial Program Option”). With respect to the first Initial Target Program described on Schedule 1, the Initial Program Option shall commence on the Effective Date [***]. With respect to the additional Initial Programs, the Initial Program Option shall commence on the Nomination Date, and each Initial Program Option shall expire on an Initial Program-by-Initial Program basis on the earlier of either (i) the date that is [***] following receipt by GSK of the applicable Phase 1 Data Package; or (ii) termination of the applicable Collaboration Program in accordance with Sections 3.5.1, 3.5.2, 3.6.1 and 3.6.2, including if such termination occurs after Completion of any Lead Additional Work or Development Additional Work without nomination of a Lead Candidate or Development Candidate, respectively (the “Initial Program Option Period”). 6.2 With respect to all Collaboration Programs other than as provided in Section 6.1, on a Collaboration Program-by-Collaboration Program basis, Immunocore shall grant and hereby grants to GSK, an exclusive option to obtain the exclusive licenses on the terms set out in Section 6.8 (each, a “Collaboration Program Option”). Each such [***] Collaboration Program-by-Collaboration Program basis on the earlier of either (i) the date that is [***] following determination by the JSC that at least one Lead Candidate from such Collaboration Program satisfies the applicable Development Candidate Criteria and is deemed a Development Candidate; or (ii) termination of the applicable Collaboration Program in accordance with Sections 3.5.1, 3.5.2, 3.6.1 and 3.6.2, including if such termination occurs after Completion of any Lead Additional Work or Development Additional Work without nomination of a Lead Candidate or Development Candidate, respectively (the “Collaboration Program Option Period”). 6.3 GSK may exercise an Initial Program Option or Collaboration Program Option at any time during the Initial Program Option Period or Collaboration Program Option Period, respectively, by provision of written notice to Immunocore specifying the Initial Program or Collaboration Program in relation to which the Initial Program Option or Collaboration Program Option is being exercised (“Option Notice”). On receipt of the Option Notice by Immunocore, Immunocore shall grant, and hereby grants, to GSK the exclusive licence on the terms set out in Section 6.7 with respect to such Initial Program Option or Collaboration Program Option. 6.4 On a Collaboration Program-by-Collaboration Program basis and Target-by-Target basis and during the Initial Program Option Period or Collaboration Program Option Period, as applicable, Immunocore shall not (a) independently or with, or on behalf of, a Third Party, conduct any research, development or commercialisation activities on any Licensed Product; or (b) licence any Third Party under its rights in the Immunocore Foreground, Immunocore Background, Joint Foreground or Platform Rights to manufacture, use, sell or supply any Licensed Product. There shall be no breach of this [***] (ii) Immunocore licenses its Intellectual Property Rights to a Third Party in relation to the development of Compounds or TCRs to Targets other than the Nominated Target; or (iii) Immunocore licenses its Intellectual Property Rights to a Third Party to enable such Third Party to carry out specific research projects intended to improve or enhance the Immunocore Background and which are not specific to any Target. For clarity any research or development licence agreement with a Third Party under Section 6.4(iii) shall not include any licence under Immunocore Background, Platform Rights or Immunocore Foreground to manufacture, sell, supply, use, import or commercialise any Licensed Product. 6.5 For the avoidance of any doubt and save as explicitly otherwise provided in Section 6.7, no licence is granted under this Agreement (including under any exercise of an Initial Program Option, Collaboration Program Option or the licenses granted under Section 6.7) to GSK under Immunocore Background, Immunocore Foreground or Platform Rights in relation to any product that contains cells that are transfected with genes encoding TCRs or modified TCRs including any product containing cells that may also be transfected with one or more additional other molecules (whether or not transfected at the same time or by the same means as the genes encoding TCRs or modified TCRs). 6.6 During the term of this Agreement, Immunocore shall inform GSK where it reasonably [***] within the timescales agreed in the relevant Research Plan that were to be conducted in the next [***]. Such determination shall [***]. In particular, Immunocore’s Alliance Manager shall report to the JSC at each JSC meeting as to whether, [***]. Following disclosure of such concerns, GSK may request a meeting [***]. Any meeting [***] shall be held promptly and Immunocore will answer any reasonable questions raised in such meeting. Nothing in this Section 6.6 shall be construed to require Immunocore to breach any regulatory requirements or rules of any relevant stock exchange on which Immunocore may at any time be listed.