Wales Uses in MISCELLANEOUS Clause

MISCELLANEOUS

MISCELLANEOUS. 1) The rights and obligations of any individual under the terms of his office or employment with any Participating Company shall not be affected by his participation in the Scheme or any right which he may have to participate therein, and an individual who participates in the Scheme shall, as a term of the grant of any Conditional Award, waive any and all rights to compensation or damages in consequence of the termination of his office or employment for any reason whatsoever insofar as those rights arise or may arise from his ceasing to have rights under the Scheme as a result of such termination. (2) In the event of any dispute or disagreement as to the interpretation of the Scheme, or as to any question or right arising from or related to the Scheme, the decision of the Board shall be final and binding upon all persons. (3) Any notice or other communication under or in connection with the Scheme may be given by personal delivery or by sending the same by post, in the case of a company to its registered office, and in the case of an individual to his last known address, or, where he is a director or employee of a Participating Company, either to his last known address or to the address of the place of business at which he performs the whole or substantially the whole of the duties of his office or employment. (4) This Scheme shall be governed by and construed in accordance with the law of England and Wales.

MISCELLANEOUS

MISCELLANEOUS. 1) The rights and obligations of any individual under the terms of his office or employment with any Participating Company shall not be affected by his participation in the Scheme or any right which he may have to participate therein, and an individual who participates in the Scheme shall, as a term of the grant of any Conditional Award, waive any and all rights to compensation or damages in consequence of the termination of his office or employment for any reason whatsoever insofar as those rights arise or may arise from his ceasing to have rights under the Scheme as a result of such termination. (2) In the event of any dispute or disagreement as to the interpretation of the Scheme, or as to any question or right arising from or related to the Scheme, the decision of the Board shall be final and binding upon all persons. (3) Any notice or other communication under or in connection with the Scheme may be given by personal delivery or by sending the same by post, in the case of a company to its registered office, and in the case of an individual to his last known address, or, where he is a director or employee of a Participating Company, either to his last known address or to the address of the place of business at which he performs the whole or substantially the whole of the duties of his office or employment. (4) This Scheme shall be governed by and construed in accordance with the law of England and Wales.

MISCELLANEOUS from Agreement

THIS CO-DEVELOPMENT AND CO-COMMERCIALISATION AGREEMENT ("Agreement") is made and entered into on December 16, 2016 ("Effective Date") BETWEEN

MISCELLANEOUS. 21.1Applicable Law. This Agreement (including the arbitration provisions of Article 21.2) shall be 132265684 v23 Page 52governed by and interpreted in accordance with the laws of England and Wales, without reference to the principles of conflicts of laws. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the transactions contemplated by this Agreement.21.2Notices. Except as otherwise expressly provided in the Agreement, any notice required under this Agreement shall be in writing and shall specifically refer to this Agreement. Notices shall be sent via one of the following means and will be effective (a) on the date of delivery, if delivered in person; or (b) on the date of receipt, if sent by private express courier or by first class certified mail, return receipt requested. Notices shall be sent to the other Party at the addresses set forth below. Either Party may change its addresses for purposes of this Clause 21.2 by sending written notice to the other Party. If to Bellicum:Bellicum Pharmaceuticals, Inc. Attn: General Counsel 2130 W. Holcombe Blvd., Suite 800 Houston, Texas USA 77030If to Adaptimmune: Adaptimmune Limited Attn: COO and General Counsel 101 Park Drive Abingdon, Oxfordshire, UK OX14 4RX 21.3Assignment. Neither Party may assign or otherwise transfer, in whole or in part, this Agreement without the prior written consent of the non-assigning Party, such approval not to be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, either Party may assign this Agreement to (i) an Affiliate or (ii) any purchaser of all or substantially all of the assets of such Party that relate to the performance of this Agreement, or of all of its capital stock, or to any successor corporation or entity resulting from any merger or consolidation or re-organization of such party with or into such corporation or entity, provided that the Party to which this Agreement is assigned expressly agrees in writing to assume and be bound by all obligations of the assigning Party under this Agreement. Subject to the foregoing, this Agreement will benefit and bind the Parties' successors and permitted assigns. Any assignment not in accordance with Clause 21.3 shall be null and void.21.4Non-solicit. Neither Party shall (except with the prior written consent of the other Party) knowingly solicit for employment or entice away (or attempt to solicit or entice away) from the employment of the other Party any person employed in the provision of such other Party's obligations under any POC Plan or Co-Development Plan during the course of any Co-Development Plan or POC Plan and for a further period of [...***...] from expiry, termination or completion of such Co-Development Plan or POC Plan; provided that this Clause 21.4 shall not apply to advertisements of a general nature placed in newspapers, trade publications or online or if such employee initiates the contact. 21.5Independent Contractors. The Parties hereto are independent contractors and nothing contained in this Agreement shall be deemed or construed to create a partnership, joint venture, employment, franchise, agency or fiduciary relationship between the Parties.21.6Entire Agreement. Except to the extent expressly provided herein, this Agreement constitutes the entire agreement between the Parties relating to the subject matter of this Agreement and supersedes all previous oral and written communications between the Parties with respect to the subject matter of this Agreement. Both Parties confirm that in entering into this Agreement that have not relied on any representation or statement from the other Party that is not explicitly stated as a warranty or representation under this Agreement. Nothing in this Clause 21.6 shall exclude any liability for fraud or fraudulent misrepresentation or exclude any remedy for such. 21.7Amendment; Waiver. Except as otherwise expressly provided herein, no alteration of or modification to this Agreement shall be effective unless made in writing and executed by an ***Confidential Treatment Requested132265684 v23 Page 53authorised representative of both Parties. No course of dealing or failing of either Party to strictly enforce any term, right or condition of this Agreement in any instance shall be construed as a general waiver or relinquishment of such term, right or condition. The observance of any provision of this Agreement may be waived (either generally or any given instance and either retroactively or prospectively) only with the written consent of the Party granting such waiver. 21.8Further Assurance. Each Party shall and shall use all Commercially Reasonable Efforts to procure that any necessary Third Party shall promptly execute and deliver such further documents and do such further acts as may be required for the purpose of giving full effect to this Agreement. 21.9Severability. The Parties do not intend to violate any public policy or statutory or common law.

Miscellaneous

Your employment shall commence on a date mutually agreed between you and the Company (currently anticipated to be August 27, 2013). No other previous employment will count as part of your continuous period of employment with the Company.

Miscellaneous. There is no collective agreement which directly affects your employment. This letter, including the attached Proprietary Information Agreement, constitutes the complete, final and exclusive embodiment of the entire agreement between you and the Company with regard to the subject matter hereof. It is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein, and it supersedes any other agreements, promises, warranties or representations concerning its subject matter. It is not intended that the Contracts (Rights of Third Parties) Act 1999 should apply to this letter or that any third party should be able to enforce any term of this letter against the Company or any of its group companies. If any provision of this letter agreement is determined to be invalid or unenforceable, in whole or in part, this determination shall not affect any other provision of this letter agreement and the provision in question shall be modified so as to be rendered enforceable in a manner consistent with the intent of the parties insofar as possible under applicable law. This letter agreement shall be construed and enforced in accordance with English law without regard to conflicts of law principles and the parties submit to the non-exclusive jurisdiction of the courts of England and Wales. Any ambiguity in this letter agreement shall not be construed against either party as the drafter. Any waiver of a breach of this letter, or rights hereunder, shall be in writing and shall not be deemed to be a waiver of any successive breach or rights hereunder. This letter may be executed in counterparts which shall be deemed to be part of one original, and facsimile signatures shall be equivalent to original signatures.

Miscellaneous

Your employment shall commence on a date mutually agreed between you and the Company (currently anticipated to be August 27, 2013). No other previous employment will count as part of your continuous period of employment with the Company.

Miscellaneous. There is no collective agreement which directly affects your employment. This letter, including the attached Proprietary Information Agreement, constitutes the complete, final and exclusive embodiment of the entire agreement between you and the Company with regard to the subject matter hereof. It is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein, and it supersedes any other agreements, promises, warranties or representations concerning its subject matter. It is not intended that the Contracts (Rights of Third Parties) Act 1999 should apply to this letter or that any third party should be able to enforce any term of this letter against the Company or any of its group companies. If any provision of this letter agreement is determined to be invalid or unenforceable, in whole or in part, this determination shall not affect any other provision of this letter agreement and the provision in question shall be modified so as to be rendered enforceable in a manner consistent with the intent of the parties insofar as possible under applicable law. This letter agreement shall be construed and enforced in accordance with English law without regard to conflicts of law principles and the parties submit to the non-exclusive jurisdiction of the courts of England and Wales. Any ambiguity in this letter agreement shall not be construed against either party as the drafter. Any waiver of a breach of this letter, or rights hereunder, shall be in writing and shall not be deemed to be a waiver of any successive breach or rights hereunder. This letter may be executed in counterparts which shall be deemed to be part of one original, and facsimile signatures shall be equivalent to original signatures.

MISCELLANEOUS from Termination Agreement

Termination Agreement, dated as of August 29, 2014, by and between CopyTele, Inc., a Delaware corporation having an address at 900 Walt Whitman Road, Melville, New York 11747 (CopyTele), and Videocon Industries Limited, a company existing under the laws of India, having its principal place of business at 2nd Floor, Fort House, D.N. Road, Fort, Mumbai, 400 001 India (Videocon).

MISCELLANEOUS. 9.1 Indemnity 9.1.1 Each of Mars and CopyTele Sub shall separately indemnify and hold harmless the Escrow Agent and its officers, employees and agents (each an Indemnified Party) from and against all Liabilities or obligations of any kind whatsoever (and any interest thereon) (including, but not limited to, all properly incurred costs, charges and expenses paid or incurred in disputing or defending any of the foregoing), which may be incurred, suffered or brought against such Indemnified Party as a result of or in connection with such Indemnified Party's appointment or involvement hereunder or the exercise of any of such Indemnified Party's powers or duties hereunder or any acts taken or omitted to be taken by such Indemnified Party in accordance with the terms of this Agreement, any tax for which the Escrow Agent is or may be liable or accountable in connection with the Securities, this Deed or the performance of the Escrow Agent's obligations under this Agreement (including without limitation the purchase and/or sale of Securities, the collection and/or realisation of coupons, dividends, interest or other payments, the receipt of or entitlement to receive any income, and the Escrow Agent acting as or being deemed to be a trustee, branch or agent of Mars or CopyTele Sub (as applicable)) provided that this indemnity shall not extend to tax on or attributable to any fees. This indemnity shall not apply in respect of an Indemnified Party to the extent but only to the extent that any such losses incurred or suffered by or brought against such Indemnified Party arise out of or in connection with the willful misconduct or gross negligence of such Indemnified Party. As between CopyTele Sub and Mars, each shall be responsible for one-half of any amounts paid to any Indemnified Party pursuant to this Section 9.1.1.

Miscellaneous from Employment Agreement

THIS AGREEMENT, dated as of January 12, 2004, between Innocoll, Inc., a Delaware corporation with its registered office located at 103 Springer Building, 3411 Silverside Road, Wilmington, Delaware 19810 or its assignee (the "Company"), and David Prior, an individual residing at 1B Cumberland Close, Ruddington, Nottingham, NG11 6PH UK (the "Employee"),

Miscellaneous. This Agreement (a) establishes an at will employment relationship between Company and Employee and shall in no way bind Employee or Company to a specific term of employment, (b) supersedes all prior understandings, discussions, negotiations, correspondence and other writings and constitutes the entire understanding between Company and Employee about the subject matter covered by this Agreement, (c) may be modified or varied only by mutual agreement in writing signed by Company and Employee, (d) shall, in the case of the provisions of Section 4, 5, 6, 7, 8, 9 and 12, survive the termination of the employment relationship between Company and Employee, (e) is subject to a contingent and conditioned upon approval by the Board and shall not be binding upon Company unless and until such approval by the Board is given, and (f) will be governed by the laws of England and Wales without giving effect to any conflict of laws provisions.

Miscellaneous from Employment Agreement

THIS AGREEMENT, dated as of January 12, 2004, between Innocoll, Inc., a Delaware corporation with its registered office located at 103 Springer Building, 3411 Silverside Road, Wilmington, Delaware 19810 or its assignee (the "Company"), and David Prior, an individual residing at 1B Cumberland Close, Ruddington, Nottingham, NG11 6PH UK (the "Employee"),

Miscellaneous. This Agreement (a) establishes an at will employment relationship between Company and Employee and shall in no way bind Employee or Company to a specific term of employment, (b) supersedes all prior understandings, discussions, negotiations, correspondence and other writings and constitutes the entire understanding between Company and Employee about the subject matter covered by this Agreement, (c) may be modified or varied only by mutual agreement in writing signed by Company and Employee, (d) shall, in the case of the provisions of Section 4, 5, 6, 7, 8, 9 and 12, survive the termination of the employment relationship between Company and Employee, (e) is subject to a contingent and conditioned upon approval by the Board and shall not be binding upon Company unless and until such approval by the Board is given, and (f) will be governed by the laws of England and Wales without giving effect to any conflict of laws provisions.

MISCELLANEOUS from Option Agreement

MISCELLANEOUS. 6.1 This agreement shall be binding upon each partys successors and assigns and personal representatives (as the case may be) but except as expressly provided above none of the rights of the parties under this agreement may be assigned or transferred. 6.2 Notwithstanding any other provision of this agreement: 6.2.1 this agreement shall not form part of any contract of employment between the Company or any other member of the Group and the Executive and the rights and obligations of the Executive under the terms of his office or employment with the Company or any other member of the Group shall not be affected by this agreement and this agreement shall afford the Executive no additional rights to compensation or damages in consequence of the termination of such office or employment for any reason whatsoever; and 6.2.2 this agreement shall not confer on the Executive any legal or equitable rights (other than those constituting the Option) against the Company or any other member of the Group directly or indirectly, or give rise to any cause of action at law or in equity against the Company or any other member of the Group; and 6.2.3 the Executive shall not be entitled to any compensation or damages for any loss or potential loss which (s) he may suffer by reason of being unable to exercise the Option in consequence of the loss or termination of his office or employment with the Company or any other member of the Group for any reason whatsoever. 6.3 Any notice, demand, proceeding or other communication to be given, made or served hereunder or by reference hereto shall be in writing and: 6.3.1 sent by first class prepaid or registered mail; 6.3.2 delivered personally; or 6.3.3 transmitted by telefacsimile (but not, for the avoidance of doubt, electronic mail), to the party to be served at the addresses hereinbefore given (or at such other address or addresses within the United Kingdom from time to time notified in writing by or on behalf of any such party or parties to the party serving the same). 6.4 Any such notice, demand, proceedings or other communication given, made or served pursuant to sub-clause 6.3 above shall be deemed to have been received and effectively served:- 6.4.1 upon the day of delivery or transmission if delivered by telefacsimile before the end of a Business Day; or 6.4.2 on the next following Business Day if sent by first class prepaid or registered mail or if transmitted by telefacsimile or delivered personally after the end of a Business Day or on any other day not being a Business Day. 6.5 This Deed constitutes the whole agreement between the parties hereto. 6.6 The Executive shall be responsible for obtaining any governmental or other official consent that may be required by any country or jurisdiction in order to permit the grant or exercise of the Option. Neither the Company nor any or other member of the Group shall be responsible for any failure by the Executive to obtain any such consent or for any tax or other liability to which the Executive may become subject as a result of his exercise of the Option. 6.7 After exercise of the Option and transfer of the Option Shares, the Executive shall become bound by the provisions of the Articles of Association (as amended from time to time) of the Company (a copy of which is appended to and forms part of this agreement) and in particular in relation to the provisions relating to the transfer of shares which are contained in the Articles of Association. 6.8 The Company and any other member of the Group may pass personal information about the Executive (including, but without prejudice to the generality of the foregoing, such persons name, address, age and salary details) to third parties in connection with the administration of this Option or for the purpose of complying with any legal obligations. 6.9 This deed may be executed in any number of counterparts each of which shall constitute an original but all of which shall constitute one and the same instrument. 6.10 A person who is not a party to this agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement, save that any person which is obliged to account for any Tax Liability (or any employers national insurance contributions or similar in any other jurisdiction other than the United Kingdom) shall be entitled to enforce clause 3. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act. 6.11 This agreement shall be interpreted and construed in accordance with the laws of England and Wales and any dispute arising in connection with this agreement will be brought before the Courts of England and Wales. IN WITNESS whereof the parties have executed this Agreement as a Deed on the date set out above.

Miscellaneous from Change in Control Agreement

Agreement, made this [ ] day of [ ], 2009, by and between [INSERT EMPLOYING ENTITY], a [Delaware] corporation (the Company), and [ ] (the Executive).