Clause		Page
1.	INTERPRETATION	2
2.	TERMINATION OF NOTE PURCHASE AGREEMENT	2
3.	RELEASE OF ACCRUED RIGHTS AND CLAIMS	2
4.	GLOBAL ACCESS AGREEMENT	2
5.	TERMINATION OF THE SUBSCRIPTION AGREEMENT	3
6.	CONFIDENTIALITY	3
7.	COSTS	3
8.	ENTIRE AGREEMENT	3
9.	VARIATION	4
10.	THIRD PARTY RIGHTS	4
11.	COUNTERPARTS	4
12.	GOVERNING LAW AND JURISDICTION	4

(1)	IMMUNOCORE LIMITED, a company incorporated in England and Wales under number 06456207 whose registered office is at 92 Park Drive, Milton Park, Abingdon, Oxfordshire, OX14 4RY (the "Company"); and

(2)	BILL & MELINDA GATES FOUNDATION of PO Box 23350, Seattle, WA, United States of America (the "Foundation").

(A)

The Company and the Foundation are parties to a note purchase agreement dated 13 September 2017 (as amended by a deed of variation dated 2 March 2020) pursuant to which the Foundation agreed to advance certain loans to the Company on the terms set out therein to be evidenced by subordinated convertible loan notes (the "Note Purchase Agreement").

(B)	Pursuant to the terms of the Note Purchase Agreement, the Foundation agreed to loan the Company US$15,000,000 (“Tranche 2”) upon completion of the Safety Milestone (as defined in the Note Purchase Agreement), which loan would be converted into equity in the Company immediately after issuance.

(C)	Since the time the Note Purchase Agreement was executed, the Company has completed a reorganization as a result of which the Company has become a wholly-owned subsidiary of Immunocore Holdings Limited (ʺParentʺ).

(E)

In order to further the Foundation’s charitable purposes, the Foundation, the Company and Parent desire to accelerate the timing of the Tranche 2 investment for the reasons set forth in an amendment dated on or about the date of this Deed to the Amended and Restated Global Access Commitments Agreement, dated 2 March 2020, among the Foundation, the Company and Parent (which became a party to the agreement through a joinder agreement) (the “Global Access Agreement”).

(G)

Parent and the Company desire for the Company to remain a wholly-owned subsidiary of Parent.  Therefore, rather than have the Foundation provide Tranche 2 as a loan that is immediately convertible into equity of the Company, Parent has requested that the Foundation instead subscribe US$15,000,000 for American Depositary Shares, representing ordinary shares in the capital of Parent pursuant to the terms of a subscription agreement to be entered into by the Foundation and Parent on or about the date of this Deed (the "Subscription Agreement").

(H)	The Company and the Foundation have therefore agreed to terminate the Note Purchase Agreement in accordance with the terms of this Deed.

1.	INTERPRETATION

1.1	In this Deed, unless the context requires otherwise:

1.2	The headings in this Deed are included for convenience only and shall be ignored in interpreting this Deed.

2.	TERMINATION OF NOTE PURCHASE AGREEMENT

3.	RELEASE OF ACCRUED RIGHTS AND CLAIMS

4.	GLOBAL ACCESS AGREEMENT

5.	TERMINATION OF THE SUBSCRIPTION AGREEMENT

6.	CONFIDENTIALITY

(a)

to its professional advisers on terms which preserve confidentiality; or

(b)

pursuant to a requirement imposed:

(i)

by law or any court of competent jurisdiction; or

(ii)

by any securities exchange or any regulatory or governmental body or authority to which that party is subject (whether or not the requirement has the force of law),

7.

COSTS

8.	ENTIRE AGREEMENT

8.1	This Deed contains the entire and only agreement between the parties relating to the subject-matter of this Deed and supersedes all previous agreements (whether written or oral) between the parties relating to that subject-matter.

8.2

Each party acknowledges that, in entering into this Deed, it is not relying on any warranty, representation, undertaking, covenant, assurance, promise or other commitment of any nature whatsoever (whether or not in writing) made or given by or on behalf of the other party which is not expressly set out in this Deed.

9.

VARIATION

10.	THIRD PARTY RIGHTS

11.	COUNTERPARTS

12.	GOVERNING LAW AND JURISDICTION

12.1	This Deed (and any non-contractual obligations arising out of or in connection with this Deed) shall be governed by and construed in accordance with English law.

12.2

Each party irrevocably agrees that the courts of England are to have exclusive jurisdiction to settle any dispute arising out of or in connection with this Deed (including any dispute relating to any non-contractual obligations arising out of or in connection with this Deed or any dispute regarding the existence or validity of this Deed) and that accordingly any proceedings arising out of or in connection with this Deed shall be brought in the courts of England.

12.3	Each party irrevocably submits to the jurisdiction of the English courts and waives any objection to proceedings in any such court on the ground of venue or on the ground that the proceedings have been brought in an inconvenient forum.

EXECUTED AS A DEED by BILL & MELINDA GATES FOUNDATION, a charitable trust organised under the laws of the State of Washington, acting by and                                    who, in accordance with the laws of that territory, are acting under the authority of the charitable trust		Signature(s):
		Authorised signatory
		Authorised signatory

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