Common use of Royalty Term Clause in Contracts

Royalty Term. (a) The royalty obligations set forth in Section 6.4.1 above will commence on a country-by-country basis upon the First Commercial ·sale of any Immunocore Product, and expire on a country-by-country basis upon the expiration of the last to expire Patent containing a Valid Claim which Covers the sale of such Immunocore Product in such country. For clarity, if the last Valid Claim Covering the sale of an Immunocore Product in a particular country expires prior to the [***] of the date of First Commercial Sale of such Immunocore License Agreement relating to MAGE-A4 and [***] compounds 21 Product in such country, royalties shall continue to be payable on the sales of such Immunocore Product in such country pursuant to Section 6.4.2 at the rates set forth therein, as applicable, until the [***] of the date of First Commercial Sale of such Immunocore Product in such country. (b) The royalty obligations set forth in Section 6.4.2 above will: (i) for any First Generation Immunocore Product or any Second Generation Immunocore Product in respect of which the royalty set out in Section 6.4.1(a)(ii) as may be modified by Section 6.4.2 is payable, commence on a country-by-country basis upon the First Commercial Sale of any such Immunocore Product, and expire on a country-by-country basis upon the earlier of (i) [***] of the date of First Commercial Sale of such Immunocore Product in such country; or (ii) such time as such Immunocore Product is Covered by a Valid Claim in such country, in which case such Immunocore Product shall be subject to the royalty term set forth in Section 6.4.1 above. For clarity, in the case of a First Generation Immunocore Product or any Second Generation Immunocore Product in respect of which the royalty set out in Section 6.4.l (a)(ii) is payable for which a Valid Claim first comes into existence in a particular country after the date of First Commercial Sale in such country, on the date of issuance of such Valid Claim royalties shall continue to be payable on the sales of such Immunocore Product pursuant to Section 6.4.1 at the rates set forth therein, and expire upon the expiration of such Valid Claim in such country. For the purposes of calculating the [***] period above for each Immunocore Product in any country within the EU, the [***] period shall start [***]. (ii) for any Second Generation Immunocore Product for which the First Commercial Sale occurs whilst a First Generation Immunocore Product is on the market, commence on a country-by-country basis upon the First Commercial Sale of the Second Generation Immunocore Product, and expire on the last to occur of (a) the expiration of the last to expire Patent with a Valid Claim which Covers the sale of such First Generation Immunocore Product; or (b) [***] of the date of First Commercial Sale of such Second Generation Immunocore

Royalty Term. (a) The royalty obligations set forth in Section 6.4.1 7.6.1 above will commence on a country-by-country basis upon the First Commercial ·sale Sale of any Immunocore Licensed Product, and expire on a country-by-country basis upon the expiration of the last to expire Patent containing a Valid Claim which Covers the sale of such Immunocore Licensed Product in such country. For clarity, if the last Valid Claim Covering the sale of an Immunocore a Licensed Product in a particular country expires prior to the [***] anniversary of the date of First Commercial Sale of such Immunocore License Agreement relating to MAGE-A4 and [***] compounds 21 Licensed Product in such country, royalties shall continue to be payable on the sales of such Immunocore Licensed Product in such country pursuant to Section 6.4.2 7.6.2 at the rates set forth therein, as applicable, until the [***] anniversary of the date of First Commercial Sale of such Immunocore Licensed Product in such country. (b) The royalty obligations set forth in Section 6.4.2 7.6.2 above will: (i) for any First Generation Immunocore Product or any Second Generation Immunocore Product in respect of which the royalty set out in Section 6.4.1(a)(ii) as may be modified by Section 6.4.2 is payable, will commence on a country-by-country basis upon the First Commercial Sale of any such Immunocore Licensed Product, and expire on a country-by-country basis upon the earlier of (i) [***] anniversary of the date of First Commercial Sale of such Immunocore Licensed Product in such country; or (ii) such time as such Immunocore Licensed Product is Covered by a Valid Claim in such country, in which case such Immunocore Licensed Product shall be subject to the royalty term set forth in Section 6.4.1 7.6.1 above. For clarity, in the case of a First Generation Immunocore Licensed Product or any Second Generation Immunocore Product in respect of which the royalty set out in Section 6.4.l (a)(ii) is payable for which a Valid Claim first comes into existence in a particular country after the date of First Commercial Sale in such country, on the date of issuance of such Valid Claim royalties shall continue to be payable on the sales of such Immunocore Licensed Product pursuant to Section 6.4.1 7.6.1 at the rates set forth therein, and expire upon the expiration of such Valid Claim in such country. For the purposes of calculating the [***] period above for each Immunocore Licensed Product in any country within the EU, the [***] period shall start [***]. (ii) for any Second Generation Immunocore Product for which the First Commercial Sale occurs whilst a First Generation Immunocore Product is on the market, commence on a country-by-country basis upon the First Commercial Sale of the Second Generation Immunocore Product, and expire on the last to occur of (a) the expiration of the last to expire Patent with a Valid Claim which Covers the sale of such First Generation Immunocore Product; or (b) [***] of the date of First Commercial Sale of such Second Generation Immunocore

Royalty Term. (a) The royalty obligations set forth in Royalties payable under this Section 6.4.1 above will commence 9.4 shall be paid by Celgene on a Shared Product-by-Shared Product and country-by-country basis upon from the First Commercial ·sale later of any Immunocore Product, (i) the Vividion Opt-Out Date and expire on a country-by-country basis upon the expiration of the last to expire Patent containing a Valid Claim which Covers the sale of such Immunocore Product in such country. For clarity, if the last Valid Claim Covering the sale of an Immunocore Product in a particular country expires prior to the [***] of (ii) the date of First Commercial Sale of such Immunocore License Agreement relating to MAGE-A4 and [***] compounds 21 each Shared Product in such country, royalties shall continue a country with respect to be payable on the sales of such Immunocore Product in such country pursuant to Section 6.4.2 at the rates set forth therein, as applicablewhich royalty payments are due, until the [***] of the date of First Commercial Sale of such Immunocore Product in such country. (b) The royalty obligations set forth in Section 6.4.2 above willlatest of: (i) for the last to expire of any First Generation Immunocore Product Valid Claim of Vividion Patents, Vividion Co-Co Collaboration Patents, Celgene Co-Co Collaboration Patents or any Second Generation Immunocore Joint Co-Co Patents Covering such Shared Product in respect of which the royalty set out in Section 6.4.1(a)(ii) as may be modified by Section 6.4.2 is payable, commence on a such country-by-country basis upon the First Commercial Sale of any such Immunocore Product, and expire on a country-by-country basis upon the earlier of ; (iii) [***] of the date of First Commercial Sale of such Immunocore Product in such country; or (ii) such time as such Immunocore Product is Covered by a Valid Claim in such country, in which case such Immunocore Product shall be subject to the royalty term set forth in Section 6.4.1 above. For clarity, in the case of a First Generation Immunocore Product or any Second Generation Immunocore Product in respect of which the royalty set out in Section 6.4.l (a)(ii) is payable for which a Valid Claim first comes into existence in a particular country after years following the date of First Commercial Sale in such country, on the date of issuance of such Valid Claim royalties shall continue to be payable on the sales of such Immunocore Product pursuant to Section 6.4.1 at the rates set forth therein, and expire upon ; and (iii) the expiration of Regulatory Exclusivity for such Valid Claim Shared Product in such country; (each such term with respect to a Shared Product and a country, a “Royalty Term”). For Notwithstanding the purposes foregoing, in the event that the Royalty Term for a Shared Product in a country continues solely due to Section 9.4(b)(ii) above (i.e., the Shared Product is not Covered by a Valid Claim of calculating Vividion Patents, Vividion Co-Co Collaboration Patents, Celgene Co-Co Collaboration Patents or Joint Co-Co Patents in the applicable country, and such Shared Product is not subject to Regulatory Exclusivity in such country) then, in such event, the Royalty Rate for such Shared Product in such country will be reduced to [***] period above for each Immunocore Product in any country within the EU, the [***] period shall start percent ([***]. (ii%) of the applicable Royalty Rate in Section 9.4(a) for any Second Generation Immunocore such Shared Product for which the First Commercial Sale occurs whilst a First Generation Immunocore Product is on the market, commence on a in such country-by-country basis upon the First Commercial Sale of the Second Generation Immunocore Product, and expire on the last to occur of (a) . Upon the expiration of the last Royalty Term with respect to expire Patent a Shared Product in a country, the license granted by Vividion to Celgene pursuant to Section 8.1(a) shall be deemed to be fully paid-up, irrevocable and perpetual with a Valid Claim which Covers respect to such Shared Product in such country; provided that, notwithstanding Section 8.5 or 9.5, Celgene shall assume and be solely responsible (without deduction under Section 9.4(d)) for any amounts payable to Third Party licensors and Celgene shall be responsible for complying with the sale terms of any license agreements with such Third Party licensors, in each case, with respect to Celgene’s exercise of such First Generation Immunocore Product; or (b) [***] of rights as to such Shared Product in such country following the date of First Commercial Sale expiration of such Second Generation ImmunocoreRoyalty Term.

Royalty Term. (a) The royalty obligations set forth in Section 6.4.1 Sections 13.5.1 and 13.5.2 above will commence on a country-by-country basis upon the First Commercial ·sale Sale of any Immunocore Licensed Product, and expire on a country-by-country basis upon the expiration of the last to expire Patent containing a Valid Claim or Valid Platform Claim, as the case may be, which Covers the sale of such Immunocore Licensed Product in such country. For clarity, if the last Valid Claim or Valid Platform Claim, as the case may be, Covering the sale of an Immunocore a Licensed Product in a particular country expires prior to the [***] anniversary of the date of First Commercial Sale of such Immunocore License Agreement relating to MAGE-A4 and [***] compounds 21 Licensed Product in such country, royalties shall continue to be payable on the sales of such Immunocore Licensed Product in such country pursuant to Section 6.4.2 13.5.3 at the rates set forth therein, as applicable, therein until the [***] anniversary of the date of First Commercial Sale of such Immunocore Licensed Product in such country. (b) The royalty obligations set forth in Section 6.4.2 above will: (i) for any First Generation Immunocore Product or any Second Generation Immunocore Product in respect of which the royalty set out in Section 6.4.1(a)(ii) as may be modified by Section 6.4.2 is payable, 13.5.3 will commence on a country-by-country basis upon the First Commercial Sale of any such Immunocore Licensed Product, and expire on a country-by-country basis upon the earlier of (i) the [***] anniversary of the date of First Commercial Sale of such Immunocore Licensed Product in such country; or (ii) such time as such Immunocore Licensed Product is Covered by a Valid Claim or Valid Platform Claim, as the case may be, in such country, in which case such Immunocore Licensed Product shall be subject to the royalty term set forth in Section 6.4.1 13.5.6(a) above. For clarity, in the case of a First Generation Immunocore Licensed Product or any Second Generation Immunocore Product in respect of which the royalty set out in Section 6.4.l (a)(ii) is payable for which a Valid Claim or Valid Platform Claim, as the case may be, first comes into existence in a particular country after the date of First Commercial Sale in such country, on the date of issuance of such Valid Claim or Valid Platform Claim, as the case may be, royalties shall continue to be payable on the sales of such Immunocore Licensed Product pursuant to Section 6.4.1 13.5.1 or 13.5.2 at the rates set forth therein, as applicable, and expire upon the expiration of such Valid Claim or Valid Platform Claim, as the case may be, in such country. For the purposes of calculating the ten [***] period above for each Immunocore Licensed Product in any country within the EU, the [***] period shall start [***]. (ii) for any Second Generation Immunocore Product for which the First Commercial Sale occurs whilst a First Generation Immunocore Product is on the market, commence on a country-by-country basis upon the First Commercial Sale of the Second Generation Immunocore Product, and expire on the last to occur of (a) the expiration of the last to expire Patent with a Valid Claim which Covers the sale of such First Generation Immunocore Product; or (b) [***] of the date of First Commercial Sale of such Second Generation Immunocore

Royalty Term. (a) The royalty obligations set forth in Section 6.4.1 above will commence 4.4.2.1 With respect to any Licensed Product exploited pursuant to an Existing Sublicense, on a country-by-country basis upon basis, in each country in which such Licensed Product is Covered by a Valid Claim, royalties shall be paid on the sum of Net Sales of such Licensed Product until the latest of: (a) the expiration date of the last to expire Valid Claim within the Patent Rights Covering the applicable Licensed Product (or if the last Covering Valid Claim with respect to such Licensed Product in such country is a pending Valid Claim, the date such pending Valid Claim ceases to be a Valid Claim; provided, however, that subsequent issuance of such Valid Claim shall again extend the Royalty Term from the date of such issuance to the expiration date of such Valid Claim); (b) the period of regulatory exclusivity associated with such Licensed Product in such country; and (c) [**] years after the First Commercial ·sale Sale of such Licensed Product in such country but only for so long as such Licensed Product is sold (such period, when used with reference to Licensed Products that are subject to this Section 4.4.2.1, the “Royalty Term”). During time periods when such Royalty Term is only in effect in a given country for a given Licensed Product due to clause (c) of the definition of Royalty Term in this Section 4.4.2.1, then the royalty rate provided for such Licensed Product in such country shall be reduced by [**] percent ([**]%) from that set forth in Section 4.4.1 above for such portions of the Royalty Term for such Licensed Product in such country. 4.4.2.2 With respect to any Immunocore ProductLicensed Product exploited by Licensee or its Affiliates or pursuant to a Sublicense other than an Existing Sublicense, and expire on a country-by-country basis upon the expiration of the last to expire Patent containing a Valid Claim basis, in each country in which Covers the sale of such Immunocore Product in such country. For clarity, if the last Valid Claim Covering the sale of an Immunocore Product in a particular country expires prior to the [***] of the date of First Commercial Sale of such Immunocore License Agreement relating to MAGE-A4 and [***] compounds 21 Product in such country, royalties shall continue to be payable on the sales of such Immunocore Product in such country pursuant to Section 6.4.2 at the rates set forth therein, as applicable, until the [***] of the date of First Commercial Sale of such Immunocore Product in such country. (b) The royalty obligations set forth in Section 6.4.2 above will: (i) for any First Generation Immunocore Product or any Second Generation Immunocore Product in respect of which the royalty set out in Section 6.4.1(a)(ii) as may be modified by Section 6.4.2 is payable, commence on a country-by-country basis upon the First Commercial Sale of any such Immunocore Product, and expire on a country-by-country basis upon the earlier of (i) [***] of the date of First Commercial Sale of such Immunocore Product in such country; or (ii) such time as such Immunocore Licensed Product is Covered by a Valid Claim, royalties shall be paid on the sum of Net Sales of such Licensed Product until the later of: (a) the expiration date of the last to expire Valid Claim within the Patent Rights Covering the applicable Licensed Product (or if the last Covering Valid Claim with respect to such Licensed Product in such countrycountry is a pending Valid Claim, in which case the date such Immunocore Product shall pending Valid Claim ceases to be subject to the royalty term set forth in Section 6.4.1 above. For clarity, in the case of a First Generation Immunocore Product or any Second Generation Immunocore Product in respect of which the royalty set out in Section 6.4.l (a)(ii) is payable for which a Valid Claim first comes into existence in a particular country after the date of First Commercial Sale in such countryClaim; provided, on the date of however, that subsequent issuance of such Valid Claim royalties shall continue to be payable on again extend the sales Royalty Term from the date of such Immunocore Product pursuant issuance to Section 6.4.1 at the rates set forth therein, and expire upon the expiration date of such Valid Claim in such country. For the purposes of calculating the [***] period above for each Immunocore Product in any country within the EU, the [***] period shall start [***]. (ii) for any Second Generation Immunocore Product for which the First Commercial Sale occurs whilst a First Generation Immunocore Product is on the market, commence on a country-by-country basis upon the First Commercial Sale of the Second Generation Immunocore Product, Claim); and expire on the last to occur of (a) the expiration of the last to expire Patent with a Valid Claim which Covers the sale of such First Generation Immunocore Product; or (b) [***] of years after the date of First Commercial Sale of such Second Generation ImmunocoreLicensed Product in such country but only for so long as such Licensed Product is sold (such period, when used with reference to Licensed Products that are subject to this Section 4.4.2.2, the “Royalty Term”). During time periods when the Royalty Term is only in effect in a given country for a given Licensed Product due to clause (b) of the definition of Royalty Term in this Section 4.4.2.2, then the royalty rate provided for such Licensed Product in such country shall be reduced by [**] percent ([**]%) from that set forth in Section 4.4.1 above (i.e., [**]% in the absence of any reductions for third party royalties permitted under Section 4.4.3.2, and a minimum percentage of [**]% with the application of a full [**]% reduction for third party royalties permitted under Section 4.4.3.2) for such portions of the Royalty Term for such Licensed Product in such country.” 1.5 Section 4.4.3 of the Agreement is hereby amended and restated in its entirety to read as follows:

Royalty Term. (a) The royalty obligations set forth in Royalties payable under this Section 6.4.1 above will commence 9.3 shall be paid by Incyte on a Licensed Product-by-Licensed Product and country-by-country basis upon from the Effective Date until the later of: (i) the last to expire of any Valid Claim Covering such Licensed Product in such country, (ii) the expiration of Regulatory Exclusivity for such Licensed Product in such country and (iii) [ * ] following First Commercial ·sale Sale of any Immunocore Productsuch Licensed Product in such country (each such term with respect to a Licensed Product and a country, and expire a “Royalty Term”). Notwithstanding the foregoing, on a Licensed Product-by-Licensed Product and country-by-country basis upon in [ * ], in the expiration event that Generic Competition exists with respect to a Licensed Product in the [ * ], then the royalty rates in such country for such Licensed Product will be reduced by [ * ] of the last to expire Patent containing a Valid Claim applicable rate in Section 9.3(a) during each Calendar Quarter in which Covers the sale of such Immunocore Product Generic Competition exists in such country. For clarity, if If the last Valid Claim Covering the sale of an Immunocore Product foregoing royalty reductions do not apply in a particular country expires prior to the [***] of the date of First Commercial Sale of such Immunocore License Agreement relating to MAGE-A4 and [***] compounds 21 Territory, in the event that no Valid Claim Covering a Licensed Product exists in such country, royalties shall continue to be payable on then the sales of such Immunocore Product royalty rates in such country pursuant to Section 6.4.2 at the rates set forth therein, as applicable, until the [***will be reduced by [ * ] of the date of First Commercial Sale of applicable rate in Section 9.3(a) during each Calendar Quarter in which no such Immunocore Valid Claim Covering a Licensed Product exists in such country. (b) The royalty obligations set forth in Section 6.4.2 above will: (i) for any First Generation Immunocore Product or any Second Generation Immunocore Product in respect of which . Notwithstanding anything herein to the contrary, if the royalty set out in rates under this Agreement have been reduced at a time when a claim of a pending patent application issues pursuant to the last proviso of Section 6.4.1(a)(ii) as may be modified by Section 6.4.2 is payable1.96, commence on a country-by-country basis upon the First Commercial Sale of any such Immunocore Product, and expire on a country-by-country basis upon the earlier of (i) [***] of the date of First Commercial Sale issuance of such Immunocore Product claim shall not cause or be the basis for an increase in such country; or (ii) such time as such Immunocore Product is Covered by a Valid Claim in such countrythe then-current applicable royalty rate. For clarity, in which case such Immunocore Product any payments due under this Section 9.3 shall be subject to reduction in accordance with Section 8.4(c); provided that in no event will the royalty term set forth royalties for any Licensed Product and country in Section 6.4.1 above. For clarity, any Calendar Quarter be reduced [ * ] of the amounts otherwise due without such reduction except in the case of a First Generation Immunocore Product or any Second Generation Immunocore Product in respect of which the royalty set out in Section 6.4.l (a)(ii) is payable for which a Valid Claim first comes into existence in a particular country after the date of First Commercial Sale in such country, on the date of issuance of such Valid Claim royalties shall continue to be payable on the sales of such Immunocore Product pursuant to Section 6.4.1 at the rates Generic Competition as set forth therein, and expire upon above (in which case the expiration of such Valid Claim in such country. For the purposes of calculating the [***] period above royalties payable under this Section 9.3 for each Immunocore Product in any country within the EU, the [***] period Calendar Quarter shall start [***not be reduced [ * ]. (ii) for any Second Generation Immunocore Product for which the First Commercial Sale occurs whilst a First Generation Immunocore Product is on the market, commence on a country-by-country basis upon the First Commercial Sale of the Second Generation Immunocore Product, and expire on the last to occur of (a) the expiration of the last to expire Patent with a Valid Claim which Covers the sale of such First Generation Immunocore Product; or (b) [***] of the date of First Commercial Sale of such Second Generation Immunocore

Royalty Term. (a) The royalty Salix’s obligations set forth to pay royalties under Section 7.3.1 shall terminate with respect to any Licensed Bioadhesive Product in Section 6.4.1 above will commence on each country in the Territory upon the earlier of (a) the date of the first commercial sale (by a country-by-Person other than Salix or its Sublicensees or any of its or their respective Affiliates) in such country basis upon of a product that is approved by a Regulatory Authority and constitutes a Prescription Competitive Product in respect of such Licensed Bioadhesive Product and (b) the later of (i) the tenth (10th) anniversary of the First Commercial ·sale Sale of such Licensed Bioadhesive Product and (ii) the first date on which there is no longer (A) a Lupin Patent or Lupin Improvement Patent that includes at least one Valid Claim in the country that would be infringed by Salix’s Exploitation of the Licensed Bioadhesive Product in such country in the absence of the licenses granted in Sections 2.1 and 8.1.4 or (B) any Immunocore Data Exclusivity with respect to such Licensed Bioadhesive Product in the country. If, prior to the termination of the royalty obligations of Salix under Section 7.3.1, this Agreement has not been terminated pursuant to Section 13.2, 13.3, 13.4, or 13.5, then upon termination of the royalty obligations of Salix under Section 7.3.1 with respect to any Licensed Bioadhesive Product in a particular country that is a Designated Licensed Product, and expire on a country-by-country basis upon the expiration of the last license grants to expire Patent containing a Valid Claim which Covers the sale Salix in Section 2.1 in respect of such Immunocore Licensed Bioadhesive Product shall become non-exclusive, fully paid-up, perpetual and irrevocable with respect to such Licensed Bioadhesive Product in such country. For clarity, if the last Valid Claim Covering the sale Following any termination of an Immunocore Salix’s obligation to pay royalties under Section 7.3.1 in respect of any Licensed Bioadhesive Product in a particular country, Salix shall only be responsible for any royalty payments based on Net Sales of such Licensed Bioadhesive Product that occurred in such country expires prior to the [***] of the effective date of First Commercial Sale of such Immunocore License Agreement relating to MAGE-A4 and [***] compounds 21 Product in such country, royalties shall continue to be payable on the sales of such Immunocore Product in such country pursuant to Section 6.4.2 at the rates set forth therein, as applicable, until the [***] of the date of First Commercial Sale of such Immunocore Product in such countrytermination. (b) The royalty Salix’s obligations set forth in to pay royalties under Section 6.4.2 above will: (i) for 7.3.1 shall terminate with respect to any First Generation Immunocore Product or any Second Generation Immunocore Covered Non-Bioadhesive Product in respect of which each country in the royalty set out in Section 6.4.1(a)(ii) as may be modified by Section 6.4.2 is payable, commence on a country-by-country basis upon the First Commercial Sale of any such Immunocore Product, and expire on a country-by-country basis Territory upon the earlier of (i) [***] of the date of First Commercial Sale the first commercial sale (by a Person other than Salix or its Sublicensees or any of its or their respective Affiliates) in such country of a product that is approved by a Regulatory Authority and constitutes a Prescription Competitive Product in respect of such Immunocore Covered Non-Bioadhesive Product and (ii) the first date on which the Covered Non-Bioadhesive Product ceases to constitute a Covered Product. For the avoidance of doubt, (i) if, prior to the termination of the royalty obligations of Salix under Section 7.3.1, this Agreement has not been terminated pursuant to Section 13.2, 13.3, 13.4, or 13.5, upon termination of the royalty obligations of Salix under Section 7.3.1 with respect to any Covered Non-Bioadhesive Product in a particular country that is a Designated Licensed Product, the license grants to Salix in Section 2.1 in respect of such Covered Non-Bioadhesive Product shall, to the extent still relevant, become non-exclusive, fully paid-up, perpetual and irrevocable with respect to such Covered Non-Bioadhesive Product in such country; or and (ii) such time as such Immunocore Product is Covered by a Valid Claim in such country, in which case such Immunocore Product shall be subject following any termination of Salix’s obligation to the royalty term set forth in pay royalties under Section 6.4.1 above. For clarity, in the case of a First Generation Immunocore Product or any Second Generation Immunocore Product 7.3.1 in respect of which the royalty set out in Section 6.4.l (a)(ii) is payable for which a Valid Claim first comes into existence any Covered Non-Bioadhesive Product in a particular country, Salix shall only be responsible for any royalty payments based on Net Sales of the Covered Non-Bioadhesive Product that occurred in such country after prior to the effective date of First Commercial Sale in such country, on the date of issuance of such Valid Claim royalties shall continue to be payable on the sales of such Immunocore Product pursuant to Section 6.4.1 at the rates set forth therein, and expire upon the expiration of such Valid Claim in such country. For the purposes of calculating the [***] period above for each Immunocore Product in any country within the EU, the [***] period shall start [***]termination. (ii) for any Second Generation Immunocore Product for which the First Commercial Sale occurs whilst a First Generation Immunocore Product is on the market, commence on a country-by-country basis upon the First Commercial Sale of the Second Generation Immunocore Product, and expire on the last to occur of (a) the expiration of the last to expire Patent with a Valid Claim which Covers the sale of such First Generation Immunocore Product; or (b) [***] of the date of First Commercial Sale of such Second Generation Immunocore

Royalty Term. (a) The royalty obligations set forth in Licensee will pay to Licensor royalties under this Section 6.4.1 above will commence 8.4 on a country-by-country basis upon basis, as follows (the “Royalty Term”): (i) in countries where Product is covered or claimed by any of the Licensor Patents or Joint Patents, from the time of the First Commercial ·sale Sale of any Immunocore Product, and expire on a country-by-Product in such country basis upon until the expiration or final revocation of the last to claim within the Licensor Patents or Joint Patents covering or claiming Product in the country of sale; provided that, notwithstanding the foregoing, the Royalty Term will expire Patent containing a Valid Claim which Covers the sale and royalties will no longer be payable on Net Sales of such Immunocore Product in such country. For clarity, if country beginning on (i) the last Valid Claim Covering date following the sale launch of an Immunocore a Generic Product in a particular such country expires prior (or, with respect to the [EEA, following the launch of a Generic Product in any one or more countries in the EEA), the Percentage Generic Market Penetration in such country (or, with respect to the EEA, in any one or more countries in the EEA) reaches during any Calendar Quarter an amount equal to or greater than ***] ** percent *****, or (ii) the date of entry of a second Generic Product in such country (or, with respect to the EEA, in any one or more countries in the EEA); or (ii) in countries where a Product is not covered or claimed by any of the Licensor Patents or Joint Patents, but where the Product is Derived from the use of Technology, the royalty shall be payable, at a rate that is reduced by ***** percent ***** from the royalty rate payable under Section 8.4(a) or (b), as applicable, and as such royalties may have been further reduced as set forth herein, from the time of the First Commercial Sale of Product in such country until the date that is ***** after the date of First Commercial Sale of such Immunocore License Agreement relating to MAGE-A4 and [***] compounds 21 Product in such country, royalties shall continue to be payable on the sales of such Immunocore Product in such country pursuant to Section 6.4.2 at the rates set forth therein, as applicable, until the [***] of the date of First Commercial Sale of such Immunocore Product in such country. (b) The royalty obligations set forth in Section 6.4.2 above will: (i) for any First Generation Immunocore Product or any Second Generation Immunocore Product in respect of which the royalty set out in Section 6.4.1(a)(ii) as may be modified by Section 6.4.2 is payable, commence on a country-by-country basis upon the First Commercial Sale of any such Immunocore Product, and expire on a country-by-country basis upon the earlier of (i) [***] of the date of First Commercial Sale of such Immunocore Product in such country; provided that, notwithstanding the foregoing, the Royalty Term will expire and royalties will no longer be payable on Net Sales of Product in such country beginning on (i) the date following the launch of a Generic Product in such country (or, with respect to the EEA, following the launch of a Generic Product in any one or more countries in the EEA), the Percentage Generic Market Penetration in such country (or, with respect to the EEA, in any one or more countries in the EEA) reaches during any Calendar Quarter an amount equal to or greater than ***** percent *****, or (ii) such time as such Immunocore Product is Covered by a Valid Claim in such country, in which case such Immunocore Product shall be subject to the royalty term set forth in Section 6.4.1 above. For clarity, in the case of a First Generation Immunocore Product or any Second Generation Immunocore Product in respect of which the royalty set out in Section 6.4.l (a)(ii) is payable for which a Valid Claim first comes into existence in a particular country after the date of First Commercial Sale entry of a second Generic Product in such countrycountry (or, on with respect to the date of issuance of such Valid Claim royalties shall continue to be payable on the sales of such Immunocore Product pursuant to Section 6.4.1 at the rates set forth thereinEEA, and expire upon the expiration of such Valid Claim in such country. For the purposes of calculating the [***] period above for each Immunocore Product in any country within one or more countries in the EU, the [***] period shall start [***]EEA). (ii) for any Second Generation Immunocore Product for which the First Commercial Sale occurs whilst a First Generation Immunocore Product is on the market, commence on a country-by-country basis upon the First Commercial Sale of the Second Generation Immunocore Product, and expire on the last to occur of (a) the expiration of the last to expire Patent with a Valid Claim which Covers the sale of such First Generation Immunocore Product; or (b) [***] of the date of First Commercial Sale of such Second Generation Immunocore

Royalty Term. (a) The Gilead’s royalty obligations set forth to MacroGenics under this Section 8.5 with respect to any Licensed Product in Section 6.4.1 above will any country shall commence on a country-by-country basis upon the First Commercial ·sale Sale of any Immunocore Product, such Licensed Product in such country and expire on a country-by-country basis upon on the expiration of the last to expire Patent containing a Valid Claim which Covers the sale of such Immunocore Product in such country. For clarity, if the last Valid Claim Covering the sale of an Immunocore Product in a particular country expires prior to the [later of: (i) ***] of (the date of First Commercial Sale of such Immunocore License Agreement relating to MAGE-A4 and [“Royalty Term”)***] compounds 21 Product in such country, royalties shall continue to be payable on the sales of such Immunocore Product in such country pursuant to Section 6.4.2 at the rates set forth therein, as applicable, until the [***] of the date of First Commercial Sale of such Immunocore Product in such country. (b) The royalty obligations set forth in Section 6.4.2 above will: (i) for any First Generation Immunocore Royalties shall be payable only once with respect to the same unit of Licensed Product. On a Licensed Product-by-Licensed Product or any Second Generation Immunocore Product in respect of which the royalty set out in Section 6.4.1(a)(ii) as may be modified by Section 6.4.2 is payable, commence on a and country-by-country basis basis, upon the First Commercial Sale of any such Immunocore Product, and expire on a country-by-country basis upon the earlier of (i) [***] expiration of the date of First Commercial Sale of Royalty Term for a Licensed Product in a country in the Gilead Territory, Gilead’s licenses and rights hereunder with respect to such Immunocore Licensed Product in such country; or country shall continue in effect, but become fully paid-up, royalty-free, transferable (iito the extent not transferrable previously), perpetual and irrevocable. (c) such time as such Immunocore For any Calendar Quarter of the Royalty Term during which a Licensed Product is Covered sold in a country in which one (1) or more Third Parties sell in such country one or more Biosimilar Products, and such Biosimilar Products, collectively, have a *** or more market share of the aggregate market share of such Licensed Product and such Biosimilar Products (based on data provided by IMS Health Incorporated, Fairfield, Connecticut) as measured on a Valid Claim units sold basis, or if such data is not available, the Parties shall agree upon a methodology for estimating the percentage of unit sales based market share of such Biosimilar Products in such country), then, Gilead’s royalty obligations with respect to sales of such Licensed Product in which case such Immunocore Product country during such Calendar Quarter shall be subject to reduced by *** of the royalty term applicable rate set forth in Section 6.4.1 above8.5.1. For clarity, The Parties shall mutually agree in good faith on an appropriate method of calculating the royalties payable by Gilead pursuant to this Section 8.5 in the case of event such circumstances arise. “Biosimilar Product” means, with respect to a First Generation Immunocore Licensed Product sold in a country, a product that: (i) is marketed by a Third Party that has not obtained the rights to such product as a Sublicensee or distributor of, or through any other contractual relationship with, Gilead or any Second Generation Immunocore Product in of its Affiliates; (ii) contains the same or highly similar active ingredient(s) as the applicable Licensed Product; and (iii) with respect of which to (x) the royalty set out in Section 6.4.l (a)(ii) is payable for which United States, has been licensed as a Valid Claim first comes into existence in a particular country after the date of First Commercial Sale in such country, on the date of issuance of such Valid Claim royalties shall continue to be payable on the sales of such Immunocore Product biosimilar or interchangeable biological product by FDA pursuant to Section 6.4.1 at 351(k) of the rates set forth thereinPublic Health Service Act (42 U.S.C. § 262(k)), and expire upon the expiration of such Valid Claim in such country. For the purposes of calculating the [***] period above for each Immunocore Product in as may be amended, or any country within subsequent or superseding law, statute or regulation, (y) the EU, the [***] period shall start [***]. (ii) for any Second Generation Immunocore Product for which the First Commercial Sale occurs whilst a First Generation Immunocore Product is has been approved in reliance on the marketprior approval of a Licensed Product as a similar biological medicinal product by the European Union pursuant to Directive 2001/83/EC, commence on a country-by-country basis upon the First Commercial Sale of the Second Generation Immunocore Productas may be amended, or any subsequent or superseding law, statute or regulation, and expire (z) any other country, has received analogous regulatory marketing approval in reliance on the last to occur prior approval of (a) a Licensed Product from the expiration of the last to expire Patent with a Valid Claim which Covers the sale of such First Generation Immunocore Product; or (b) [***] of the date of First Commercial Sale of such Second Generation Immunocoreapplicable Regulatory Authority

Royalty Term. (a) The royalty obligations set forth in Royalties payable under this Section 6.4.1 above will commence 9.5 shall be paid by Celgene on a Licensed Product-by-Licensed Product and country-by-country basis upon from the First Commercial ·sale later of any Immunocore Product, (i) the Agios Opt-Out Date and expire on a country-by-country basis upon the expiration of the last to expire Patent containing a Valid Claim which Covers the sale of such Immunocore Product in such country. For clarity, if the last Valid Claim Covering the sale of an Immunocore Product in a particular country expires prior to the [***] of (ii) the date of First Commercial Sale of such Immunocore License Agreement relating to MAGE-A4 and [***] compounds 21 each Licensed Product in such country, royalties shall continue a country of the US Territory with respect to be payable on the sales of such Immunocore Product in such country pursuant to Section 6.4.2 at the rates set forth therein, as applicablewhich royalty payments are due, until the [***] of the date of First Commercial Sale of such Immunocore Product in such country. (b) The royalty obligations set forth in Section 6.4.2 above willlatest of: (i) for the last to expire of any First Generation Immunocore Product Valid Claim of Agios Patent Rights or any Second Generation Immunocore Agios Collaboration Patent Rights (including Joint Patents), in each case Covering such Licensed Product in respect such country of which the royalty set out in Section 6.4.1(a)(ii) as may be modified by Section 6.4.2 is payable, commence on a country-by-country basis upon the First Commercial Sale of any such Immunocore Product, and expire on a country-by-country basis upon the earlier of US Territory; (iii) [***] of the date of First Commercial Sale of such Immunocore Product in such country; or (ii) such time as such Immunocore Product is Covered by a Valid Claim in such country, in which case such Immunocore Product shall be subject to the royalty term set forth in Section 6.4.1 above. For clarity, in the case of a First Generation Immunocore Product or any Second Generation Immunocore Product in respect of which the royalty set out in Section 6.4.l (a)(ii) is payable for which a Valid Claim first comes into existence in a particular country after years following the date of First Commercial Sale in such country, on country of the date of issuance of such Valid Claim royalties shall continue to be payable on the sales of such Immunocore Product pursuant to Section 6.4.1 at the rates set forth therein, and expire upon the expiration of such Valid Claim in such country. For the purposes of calculating the [***] period above for each Immunocore Product in any country within the EU, the [***] period shall start [***].US Territory; and (ii) for any Second Generation Immunocore Product for which the First Commercial Sale occurs whilst a First Generation Immunocore Product is on the market, commence on a country-by-country basis upon the First Commercial Sale of the Second Generation Immunocore Product, and expire on the last to occur of (aiii) the expiration of Regulatory Exclusivity for such Licensed Product in such country of the last US Territory; (each such term with respect to expire Patent with a Licensed Product and a country, a “Royalty Term”). (iv) Notwithstanding the foregoing, (A) in the event that the Royalty Term for a Licensed Product in a country of the US Territory continues solely due to Section 9.5(b)(ii) above (i.e., the Licensed Product is not Covered by a Valid Claim which Covers of Agios Patent Rights or Agios Collaboration Patent Rights in the sale of applicable country, and such First Generation Immunocore Product; Licensed Product is not subject to Regulatory Exclusivity in such country) or (bB) in the event that, and for so long as, Generic Competition for a Licensed Product occurs in a country of the US Territory, then, in either such event, the royalty rate in such country will be reduced to [**] percent ([*] *]%) of the date applicable rate in Section 9.5(a) in such country. (v) Upon the expiration of First Commercial Sale the Royalty Term with respect to a Licensed Product in a country of the US Territory, the license granted by Agios to Celgene pursuant to Section 8.1(a) shall be deemed to be fully paid-up, irrevocable and perpetual with respect to such Second Generation ImmunocoreLicensed Product in such country.

Royalty Term. (a) The royalty obligations set forth in Section 6.4.1 above Royalties will commence be paid by BMS on a Royalty Bearing Product by Royalty Bearing Product and country-by-country basis upon the for each Royalty Bearing Product in each country for each year until ten (10) years after First Commercial ·sale of any Immunocore Product, and expire on a country-by-Sale in such country basis upon the expiration of the last to expire Patent containing a Valid Claim which Covers the sale of such Immunocore Royalty Bearing Product; provided, however, that royalties shall continue in such country for each Calendar Quarter that such Royalty Bearing Product sold in such country is a Patented Royalty Bearing Product in such country. For claritycountry (i.e., if the last Valid Claim Covering the sale of an Immunocore Product in a particular country expires prior to the [***] of the date of First Commercial Sale actual commercial manufacture of such Immunocore License Agreement relating to MAGE-A4 and [***] compounds 21 Royalty Bearing Product in such country, royalties shall continue to be payable on the sales sale of such Immunocore Product in such country pursuant to Section 6.4.2 at the rates set forth therein, as applicable, until the [***] of the date of First Commercial Sale of such Immunocore Royalty Bearing Product in such country. (b) The royalty obligations set forth in Section 6.4.2 above will: (i) , or the use for any First Generation Immunocore which such Royalty Bearing Product or any Second Generation Immunocore Product in respect of which the royalty set out in Section 6.4.1(a)(ii) as may be modified by Section 6.4.2 is payable, commence on a country-by-country basis upon the First Commercial Sale of any such Immunocore Product, and expire on a country-by-country basis upon the earlier of (i) [***] of the date of First Commercial Sale of such Immunocore Product sold in such country; country by BMS, its Affiliates or (ii) such time as such Immunocore Product sub)licensees is Covered by a Valid Claim of an AMRI Patent Right in such country and/or a Valid Claim of a BMS Licensed Patent Right in such country) or * (the “Royalty Term”), and if in such case such Patented Royalty Bearing Product is a Patented Royalty Bearing Product in such country, the royalty in which such country shall not be reduced, and if in such case such Immunocore Patented Royalty Bearing Product is not a Patented Royalty Bearing Product in such country but is * the royalty in such country shall be subject to the royalty term set forth in Section 6.4.1 above. For clarityreduced by * percent, and further provided if there are no Valid Claims in the case AMRI Patent Rights and/or the BMS Patent Rights in such country that are able, by filing of an infringement Action, to prevent a First Generation Immunocore Third Party or Third Parties from marketing a product or products containing the same Licensed Compound as that contained in such Royalty Bearing Product (or any Second Generation Immunocore Product salt, solvate, crystalline or noncrystalline form of such Licensed Compound), whether filed under an NDA or ANDA (Abbreviated New Drug Application) or otherwise and such Third Party or Third Parties are not authorized by BMS, its Affiliates or its (sub)licensees to sell such product or products (each such product a “Generic Product”), royalties shall be reduced in respect of which the royalty set out in Section 6.4.l (a)(ii) is payable for which a Valid Claim first comes into existence such country in a particular country after the date of First Commercial Sale in such country, on the date of issuance of such Valid Claim royalties shall continue to be payable on the Calendar Quarter by: (a) * percent (*%) if sales of such Immunocore Generic Products in such country in such Calendar Quarter exceed * percent (*%) of the sum of all prescriptions for such form of such Royalty Bearing Product pursuant to Section 6.4.1 at sold by BMS, its Affiliates and (sub)licensees and by the rates set forth thereinThird Party seller(s) of such Generic Product(s) (based on unit-equivalent data for all dosage strengths of such form) in such country during such Calendar Quarter, (b) by * percent (*%) if such sales of such Generic Product(s) in such country in such Calendar Quarter exceed * percent (*%) of the sum of all prescriptions for such form of such Royalty Bearing Product sold by BMS, its Affiliates and (sub)licensees and by the Third Party seller(s) of such Generic Product(s) (based on unit-equivalent data for all dosage strengths of such form) in such country during such Calendar Quarter, and expire upon the expiration (c) by * percent (*%) if sales of such Valid Claim Generic Product(s) in such country in such Calendar Quarter exceed * percent (*%) of the sum of all prescriptions for such form of such Royalty Bearing Product sold by BMS, its Affiliates and (sub)licensees and by the Third Party seller(s) of such Generic Product(s) (based on unit-equivalent data for all dosage strengths of such form) in such country in such Calendar Quarter. If the prescriptions are not reportable in a given country, then the Parties will use another mutually agreed upon method for such country. For Such adjustments shall be retroactive to the purposes of calculating the [***] period above for each Immunocore Product in any country within the EU, the [***] period shall start [***]. (ii) for any Second Generation Immunocore Product for which the First Commercial Sale occurs whilst a First Generation Immunocore Product is on the market, commence on a country-by-country basis upon the First Commercial Sale beginning of the Second Generation Immunocore Product, and expire on the last to occur of (a) the expiration of the last to expire Patent with a Valid Claim which Covers the sale of such First Generation Immunocore Product; or (b) [***] of the date of First Commercial Sale of such Second Generation Immunocoreapplicable Calendar Quarter

Royalty Term. (a) The royalty obligations set forth in Section 6.4.1 above will commence on On a countryLicensed Product-by-country basis upon the First Commercial ·sale of any Immunocore Product, Licensed Product and expire on a country-by-by country basis upon the expiration of the last to expire Patent containing basis, in each country in which a Licensed Product has been Covered by any issued Valid Claim which Covers the sale of such Immunocore Product in such country. For clarity, if the last Valid Claim Covering the sale of an Immunocore Product in a particular country expires prior to the [***] of the date of First Commercial Sale of on which any such Immunocore License Agreement relating to MAGE-A4 and [***] compounds 21 Product in such country, royalties shall continue Valid Claim ceases to be payable on the sales of such Immunocore Product in such country pursuant to Section 6.4.2 at the rates set forth therein, as applicable, until the [***] of the date of First Commercial Sale of such Immunocore Product in such country. (b) The royalty obligations set forth in Section 6.4.2 above will: (i) for any First Generation Immunocore Product or any Second Generation Immunocore Product in respect of which the royalty set out in Section 6.4.1(a)(ii) as may be modified by Section 6.4.2 is payable, commence on a country-by-country basis upon the First Commercial Sale of any such Immunocore Product, and expire on a country-by-country basis upon the earlier of (i) [***] of the date of First Commercial Sale of such Immunocore Product in such country; or (ii) such time as such Immunocore Product is Covered by a Valid Claim in such country, in which case such Immunocore Product royalties shall be subject to the royalty term set forth in Section 6.4.1 above. For clarity, in the case paid on Net Sales of a First Generation Immunocore such Licensed Product or any Second Generation Immunocore Product in respect of which the royalty set out in Section 6.4.l (a)(ii) is payable for which a Valid Claim first comes into existence in a particular country after the date of commencing upon First Commercial Sale of such Licensed Product in such country, on country until the latest of: (a) the date of issuance of such on which the last Valid Claim royalties shall continue within the Patent Rights Covering the applicable Licensed Product in such country ceases to be payable on the sales of such Immunocore Product pursuant to Section 6.4.1 at the rates set forth therein, and expire upon the expiration of such a Valid Claim in such country. For ; (b) the purposes date on which the period of calculating the [***] period above for each Immunocore regulatory exclusivity associated with such Licensed Product in any such country within the EU, the [***] period shall start [***]. (ii) for any Second Generation Immunocore Product for which the First Commercial Sale occurs whilst a First Generation Immunocore Product is on the market, commence on a country-by-country basis upon the First Commercial Sale of the Second Generation Immunocore Product, and expire on the last to occur of (a) the expiration of the last to expire Patent with a Valid Claim which Covers the sale of such First Generation Immunocore Productexpires; or (bc) [***] of years after the date of First Commercial Sale of such Second Generation ImmunocoreLicensed Product in such country (the “Covered Product Royalty Term”). On a Licensed Product-by-Licensed Product and country-by-country basis, if royalties on a Licensed Product that has been Covered by any issued Valid Claim in such country prior to the date on which any such Valid Claim ceases to be a Valid Claim in such country are payable under this Section 4.4.2 (Royalty Term) after the later of (i) the date on which the last Valid Claim within the Patent Rights Covering the applicable Licensed Product in such country ceases to be a Valid Claim in such country and (ii) the date on which the period of regulatory exclusivity associated with such Licensed Product in such country expires, then the royalty rate applied to Net Sales of such Licensed Product shall be reduced to a rate of [***] percent ([***]%) and applied to Net Sales of such Licensed Product in such country during the remainder of the Royalty Term of such Licensed Product in such country. On a Licensed Product-by-Licensed Product and country-by-country basis, in each country in which a Non-Covered Product is sold, royalties shall be paid on Net Sales of such Non-Covered Product in such Calendar Year commencing upon First Commercial Sale of such Non-Covered Product in such country until the date [***] years after the First Commercial Sale of such Non-Covered Product in such country (the “Non-Covered Product Royalty Term,” together with the Covered Product Royalty Term, each a “Royalty Term”).

Royalty Term. (a) The royalty obligations set forth in Section 6.4.1 above 9.4.1 will commence on a country-by-country basis upon the First Commercial ·sale Sale of any Immunocore ProductShared Antigen TCR Product in the relevant country, and expire on a country-by-country basis upon upon: (i) the later of the expiration of the last to expire Patent containing a Valid Claim which Covers that covers the sale of such Immunocore Licensed Product in such country; and (ii) [***] years (such period, the “Shared Royalty Term”). For clarity, (A) if the such last Valid Claim Covering the sale of an Immunocore Product in a particular country expires prior to the [***] anniversary of the date of First Commercial Sale of such Immunocore License Agreement relating to MAGE-A4 and [***] compounds 21 Shared Antigen TCR Product in such country, royalties shall continue to be payable on the sales of such Immunocore Licensed Product in such country pursuant to Section 6.4.2 9.4.1 at the rates set forth therein, as applicable, therein until the [***] anniversary of the date of First Commercial Sale of such Immunocore Shared Antigen TCR Product in such country; and (B) if no Valid Claim exists in such country at any time, royalties shall continue to be payable on the sales of such Shared Antigen TCR Product in such country pursuant to Section 9.4.1 at the rates set forth therein until the [***] anniversary of the date of First Commercial Sale of such Licensed Product in such country. (b) The royalty obligations set forth in Section 6.4.2 above will: (i) for any First Generation Immunocore Product or any Second Generation Immunocore Product in respect of which the royalty set out in Section 6.4.1(a)(ii) as may be modified by Section 6.4.2 is payable, 9.4.2 will commence on a country-by-country basis upon the First Commercial Sale of any such Immunocore ProductPrivate Antigen TCR Product in the relevant country, and expire on a country-by-country basis upon the earlier of (i) [***] anniversary of the date of First Commercial Sale of such Immunocore the first Private Antigen TCR Product in such country; or country (ii) such time as such Immunocore Product is Covered by a Valid Claim in such country, in which case such Immunocore Product shall be subject to the royalty term set forth in Section 6.4.1 above. For clarity, in the case of a First Generation Immunocore Product or any Second Generation Immunocore Product in respect of which the royalty set out in Section 6.4.l (a)(ii) is payable for which a Valid Claim first comes into existence in a particular country after the date of First Commercial Sale in such country, on the date of issuance of such Valid Claim royalties shall continue to be payable on the sales of such Immunocore Product pursuant to Section 6.4.1 at the rates set forth therein, and expire upon the expiration of such Valid Claim in such country. For the purposes of calculating the [***] period above for each Immunocore Product in any country within the EUperiod, the [***] period shall start [***]“Private Royalty Term”). (ii) for any Second Generation Immunocore Product for which the First Commercial Sale occurs whilst a First Generation Immunocore Product is on the market, commence on a country-by-country basis upon the First Commercial Sale of the Second Generation Immunocore Product, and expire on the last to occur of (a) the expiration of the last to expire Patent with a Valid Claim which Covers the sale of such First Generation Immunocore Product; or (b) [***] of the date of First Commercial Sale of such Second Generation Immunocore

Royalty Term. (ai) The royalty obligations set forth in Buck’s right to receive royalties under Section 6.4.1 3.5(c) above will commence shall expire on a countryproduct-by-country basis upon the First Commercial ·sale of any Immunocore Product, product and expire on a country-by-country basis upon the expiration of the last to expire Patent containing a Valid Claim which Covers in the sale Patent Rights or the Mayo Patent Rights covering the composition of matter of such Immunocore Patent Product in such country. For clarityThereafter, if the last there is also at least one Valid Claim Covering within the sale Patent Rights or the Mayo Patent Rights covering the method of an Immunocore making or method of using the Licensed Product in a particular such country and such Valid Claim is still in effect on the date on which the last-to-expire composition of matter claim expires in such country, Sponsor will pay royalties on such Licensed Product at the royalty rate applicable for Patent Products under Section 3.5(b) above until the date of expiration of the last-to-expire Valid Claim in the Patent Rights or the Mayo Patent Rights covering the method of making or method of using such Licensed Product in such country. If the last-to-expire Valid Claim in the Patent Rights or the Mayo Patent Rights covering the method of making or method of using such Licensed Product in such country expires prior to the [***] earlier of (A) the 13th anniversary of the First Commercial Sale of the first Royalty Product anywhere in the world or (B) January 1, 2037, then to the extent that such Licensed Product satisfies the definition of a Know-How Product, Sponsor will, as of the date on which such claim expires, continue to pay royalties on such Licensed Product at the royalty rate under Section 3.5(a) until the earlier of (A) the 13th anniversary of the First Commercial Sale of the first Royalty Product anywhere in the world or (B) January 1, 2037. If there is no unexpired Valid Claim within the Patent Rights or the Mayo Patent Rights covering the method of making or method of using the Licensed Product as of the date of the last-to-expire composition of matter claim expires in such country, then to the extent that such Licensed Product satisfies the definition of a Know-How Product, Sponsor will to pay royalties on such Licensed Product at the royalty rate under Section 3.5(a) until the earlier of (1) the 13th anniversary of the First Commercial Sale of such Immunocore License Agreement relating to MAGE-A4 and [***] compounds 21 the first Royalty Product anywhere in such countrythe world or (2) January 1, royalties shall continue to be payable on the sales of such Immunocore Product in such country pursuant to Section 6.4.2 at the rates set forth therein, as applicable, until the [***] of the date of First Commercial Sale of such Immunocore Product in such country2037. (bii) The royalty obligations set forth in Buck’s right to receive royalties under Section 6.4.2 3.5(b) above will: (i) for any First Generation Immunocore Product or any Second Generation Immunocore Product in respect of which the royalty set out in Section 6.4.1(a)(ii) as may be modified by Section 6.4.2 is payable, commence shall expire on a product-by-product and country-by-country basis upon the First Commercial Sale of any such Immunocore Product, and expire on a country-by-country basis upon the earlier of (i) [***] expiration of the date of First Commercial Sale of last to expire Valid Claim in the Patent Rights or the Mayo Patent Rights covering such Immunocore Patent Product in such country; or (ii) such time as such Immunocore , provided that with respect to any Patent Product that is Covered by a Valid Claim in such countryTool Product, in which case such Immunocore Product Buck shall be subject entitled to the royalty term set forth in Section 6.4.1 above. For clarity, in the case of a First Generation Immunocore Product or any Second Generation Immunocore Product in respect of which the royalty set out in Section 6.4.l (a)(ii) is payable for which a Valid Claim first comes into existence in a particular country after the date of First Commercial Sale in such country, on the date of issuance of such Valid Claim royalties shall continue to be payable on the receive a royalty under Section 3.5(b) with respect to worldwide sales of such Immunocore Patent Product pursuant to Section 6.4.1 at the rates set forth therein, and expire upon the expiration of such Valid Claim in such country. For the purposes of calculating the [***] period above for each Immunocore Product in any country within the EU, the [***] period shall start [***]. (ii) for any Second Generation Immunocore Product for which the First Commercial Sale occurs whilst a First Generation Immunocore Product is on the market, commence on a country-by-country basis upon the First Commercial Sale of the Second Generation Immunocore Product, and expire on the last to occur of (a) until the expiration of the last to expire Patent with a Valid Claim which Covers of the sale Proprietary Research Tool Patent(s) covering the Proprietary Research Tool(s) whose use enabled the discovery or development of such First Generation Immunocore Patent Product; or . However, if Buck’s right to receive royalties under the preceding sentence expires prior to the earlier of (bA) the 13th [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. anniversary of the date of First Commercial Sale of the first Royalty Product anywhere in the world or (B) January 1, 2037, then to the extent that such Second Generation ImmunocoreLicensed Product satisfies the definition of a Know-How Product, Sponsor will, as of the date on which the last-to-expire Valid Claim covering such Patent Product in such country expires or, if applicable and if in effect longer than the last-to-expire Valid Claim covering such Patent Product, the last-to-expire Valid Claim of the applicable Proprietary Research Tool Patent, continue to pay royalties on such Licensed Product at the royalty rate under Section 3.5(a) until the earlier of (1) the 13th anniversary of the First Commercial Sale of the first Royalty Product anywhere in the world or (2) January 1, 2037. (iii) Buck’s right to receive royalties under Section 3.5(a) above for a Know-How Product shall expire on the earlier of (A) thirteen (13) years after the First Commercial Sale of the first Royalty Product anywhere in the world or (B) January 1, 2037. For clarity, in the event that a Licensed Product is not covered in a country by a Valid Claim of the Patent Rights or the Mayo Patent Rights but does meet the definition of a Know-How Product, then Buck’s right to receive royalties under Section 3.5(a) above shall expire on the earlier of the thirteen (13) year anniversary of the First Commercial Sale of the first Royalty Product anywhere in the world or January 1, 2037.

Royalty Term. (a) The royalty obligations Subject to Section 8.3.5, the period during which the royalties set forth in Section 6.4.1 above will commence 8.3.1 shall be payable, on a Licensed Product-by-Licensed Product and country-by-country basis upon the First Commercial ·sale of any Immunocore Productbasis, and expire on a country-by-country basis upon the expiration of the last to expire Patent containing a Valid Claim which Covers the sale of such Immunocore Product in such country. For clarity, if the last Valid Claim Covering the sale of an Immunocore Product in a particular country expires prior to the [***] of the date of First Commercial Sale of such Immunocore License Agreement relating to MAGE-A4 and [***] compounds 21 Product in such country, royalties shall continue to be payable on the sales of such Immunocore Product in such country pursuant to Section 6.4.2 at the rates set forth therein, as applicable, until the [***] of the date of First Commercial Sale of such Immunocore Product in such country. (b) The royalty obligations set forth in Section 6.4.2 above will: (i) for any First Generation Immunocore Product or any Second Generation Immunocore Product in respect of which the royalty set out in Section 6.4.1(a)(ii) as may be modified by Section 6.4.2 is payable, commence on a country-by-country basis upon the First Commercial Sale of any such Immunocore Product, and expire on a country-by-country basis upon the earlier of (i) [***] of the date of First Commercial Sale of such Immunocore Product in such country; or (ii) such time as such Immunocore Product is Covered by a Valid Claim in such country, in which case such Immunocore Product shall be subject to the royalty term set forth in Section 6.4.1 above. For clarity, in the case of a First Generation Immunocore Product or any Second Generation Immunocore Product in respect of which the royalty set out in Section 6.4.l (a)(ii) is payable for which a Valid Claim first comes into existence in a particular country after the date of First Commercial Sale in such country, on the date of issuance of such Valid Claim royalties shall continue to be payable on the sales of such Immunocore Product pursuant to Section 6.4.1 at the rates set forth therein, and expire upon the expiration of such Valid Claim in such country. For the purposes of calculating the [***] period above for each Immunocore Product in any country within the EU, the [***] period shall start [***]. (ii) for any Second Generation Immunocore Product for which the First Commercial Sale occurs whilst a First Generation Immunocore Product is on the market, commence on a country-by-country basis upon with the First Commercial Sale of the Second Generation Immunocore Product, Licensed Product in such country and expire on continue until the last to occur latest of (a) the expiration of the last to expire Patent with a Valid Claim which Covers of the Alnylam Patents or any Patent Right included in the Joint Collaboration IP Covering the Manufacture, use, offer for sale, sale or importation of such First Generation Immunocore Product; or the Licensed Product in the country of sale, (b) [***] the expiration of Regulatory Exclusivity for such Licensed Product in such country, or (c) subject to Section 8.3.3, the twenty-fifth (25th) anniversary of the date First Commercial Sale of the Licensed Product in such country (each such period, a “Royalty Term”). For purposes of the foregoing clause (a), following the twelfth (12) anniversary of the First Commercial Sale of a Licensed Product in a country, Manufacturing Claims shall no longer constitute Valid Claims with respect to such Licensed Product in such country. Notwithstanding the foregoing, at any time during the Royalty Term for a Licensed Product in a country following the latest of (a) the expiration of the last Valid Claim of the Alnylam Patents or any Patent Right included in the Joint Collaboration IP Covering the Manufacture, use, offer for sale, sale or importation of such Licensed Product in such country, (b) the expiration of Regulatory Exclusivity for such Licensed Product in such country, or (c) the twelfth (12th) anniversary of the First Commercial Sale of such Second Generation ImmunocoreLicensed Product in such country, Genzyme may terminate the Royalty Term with respect to such Licensed Product in such country (and its obligation to pay royalties under this Section 8.3 with respect to such Licensed Product in such country) by providing written notice to Alnylam, which termination will be effective commencing in the next full Calendar Quarter commencing at least thirty (30) days following the date of such notice.

Royalty Term. (ai) The Genentech’s royalty payment obligations set forth in under Section 6.4.1 7.4(a) above will shall commence on a country-by-country basis upon the First Commercial ·sale Sale of any Immunocore Producta given Licensed Product by Genentech, its Affiliates or its Sublicensees, and expire shall expire, on a country-by-country basis upon basis, [*] (i) the expiration of the last to expire Patent containing a Valid Claim which included in NewLink Patents or Collaboration Patents that Covers the sale of such Immunocore Licensed Product in such country; or (ii) the expiration of any Regulatory Exclusivity granted with respect to such Licensed Product in such country. For clarity, if Genentech’s royalty payment obligations under Section 7.4(a) expire pursuant to the last Valid Claim Covering the sale of an Immunocore Product in a particular country expires foregoing sentence prior to the [***] of the date of First Commercial Sale of such Immunocore License Agreement relating to MAGE-A4 and [***] compounds 21 Licensed Product in such country, royalties shall continue to be payable on the sales of such Immunocore Licensed Product in such country pursuant to Section 6.4.2 7.4(b) at the rates rate set forth therein, as applicable, until the [***] of the date of First Commercial Sale of such Immunocore Licensed Product in such country. (bii) The Genentech’s royalty payment obligations set forth in under Section 6.4.2 7.4(b) above will: (i) for any First Generation Immunocore Product or any Second Generation Immunocore Product in respect of which the royalty set out in Section 6.4.1(a)(ii) as may be modified by Section 6.4.2 is payable, shall commence on a country-by-country basis upon the First Commercial Sale of any such Immunocore a given Licensed Product, and expire on a country-by-country basis upon the earlier [*] of (iA) the [***] of the date of First Commercial Sale of such Immunocore Licensed Product in such country; or (iiB) such time as the sale of such Immunocore Licensed Product in such country is Covered by a Valid Claim included in NewLink Patents or Collaboration Patents or Regulatory Exclusivity is granted with respect to such Licensed Product in such country, in which case such Immunocore Licensed Product shall be subject to the royalty term set forth in Section 6.4.1 7.4(c)(i) above. For clarity, in the case of a First Generation Immunocore Licensed Product or any Second Generation Immunocore Product in respect of which the royalty set out in Section 6.4.l (a)(ii) is payable without Regulatory Exclusivity for which a Valid Claim first comes into existence in a particular country after the date of First Commercial Sale in such country, on the date of first existence or issuance of such Valid Claim royalties shall continue to be payable on the sales Net Sales of such Immunocore Licensed Product pursuant to Section 6.4.1 7.4(a) at the rates set forth therein, and expire upon the expiration of all Valid Claims that Cover the sale of such Valid Claim Licensed Product in such country. For the purposes of calculating the [***] period above for each Immunocore Licensed Product in any country within the EU, the [***] period shall start [***]. (ii) for any Second Generation Immunocore Product for which the First Commercial Sale occurs whilst a First Generation Immunocore Product is on the market, commence on a country-by-country basis upon the First Commercial Sale of the Second Generation Immunocore Product, and expire on the last to occur of (a) the expiration of the last to expire Patent with a Valid Claim which Covers the sale of such First Generation Immunocore Product; or (b) [***] of the date of First Commercial Sale of such Second Generation Immunocoreany particular Licensed Product in the first Major EU Country.