Exhibit 10.3

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. THE OMISSIONS HAVE BEEN INDICATED BY “[***].”

EXECUTION VERSION

Option and License Agreement

between

Genmab A/S

as Genmab

and

Scancell Limited

as Scancell

CONTENTS

THIS AGREEMENT is dated June 3^rd 2024 and made

BETWEEN:

(each a “Party” and together, the “Parties”).

BACKGROUND:

NOW, THEREFORE, for and in consideration of the mutual covenants contained herein, Genmab and Scancell agree as follows:

“Action” shall mean any claim, action, cause of action or suit (whether in contract or tort or otherwise), litigation (whether at law or in equity, whether civil or criminal), controversy, assessment, arbitration, investigation, hearing, charge, complaint, demand, notice or proceeding of, to, from, by or before any Governmental Authority.

“ADC” or “Antibody-Drug Conjugate” shall mean an Antibody that is linked to a chemical compound via a linker, that contains, uses, is made using or is otherwise based on any Scancell Antibody.

“Affiliate” shall mean with respect to any Party, any Person controlling, controlled by or under common control with such Party. For the purposes of this definition, “control” shall mean:

[***]

“Agreement” shall mean this Option and License Agreement.

“Alliance Managers” shall have the meaning set out in Section 5.1.

“Antibody” means (a) an immunoglobulin (Ig) molecule or (b) Fragment thereof, that in each case ((a) and (b)) binds to a specific antigen, including any monospecific or multispecific immunoglobulin molecule or one or more nucleic acid-containing molecules that encode such an immunoglobulin molecule or Fragment thereof.

“Antibody Improvements” means any Evaluation Results that are an improvement, modification, or an alteration to the Licensed Technology or a Scancell Antibody that relate to the Licensed Technology or to a Scancell Antibody and are severable from the Genmab Technology.

“Assignment Agreement” shall mean the assignment agreement between the University of Nottingham and Scancell Holdings Plc (formerly known as Scancell Limited), an Affiliate of Scancell, dated 17 April 2018.

“Biosimilar” shall mean:

“BLA” shall mean a Biologics License Application, New Drug Application or equivalent submission filed with the FDA in connection with seeking Regulatory Approval for commercial marketing or sale of the Licensed Products, or an equivalent application filed with any equivalent Regulatory Authority in any jurisdiction or region in the Territory other than the United States.

“Business Day” shall mean a day on which banking institutions in:

“Calendar Quarter” shall mean the three (3) calendar month periods commencing on 01 January, 01 April, 01 July and 01 October. References to “quarterly” shall be construed accordingly.

“Calendar Year” shall mean the period commencing on 01 January and ending on 31 December.

“Category Group” shall mean, as applicable, Category Group One, Category Group Two or Category Group Three. Any given Licensed Product shall only be deemed part of one (1) Category Group, and if a Licensed Product may be deemed part of more than one (1) Category Group, then the Licensed Product shall be deemed part of the lowest number Category Group only. For example, a Licensed Product comprising a bispecific Antibody that is also an ADC would be deemed part of Category Group One only.

“Category Group One” means those Licensed Products comprising monoclonal Antibodies or ADCs together with any Licensed Product that does not fall within Category Group two or Category Group Three.

“Category Group Two” means those Licensed Products comprising bispecific or multi-specific molecules where one of the binding portions is a Scancell Antibody.

“Category Group Three” means those Licensed Products comprising radionucleotide conjugates, that contain, use, are made using or are otherwise based on Scancell Antibodies, for radioimmunotherapy use.

“CDA” means the mutual confidentiality and non-disclosure agreement entered into by the Parties dated [***].

“CDR” shall mean the complementarity-determining region of an Antibody.

“Cellular Therapy Applications” shall mean all applications by which ex-vivo cells, either autologous or allogenic, whether modified or unmodified, are given to any animal or human with a view to treating, preventing or diagnosing a disease or condition in such animal or human.

“Change of Control” shall mean in relation to a Party:

“Claim” shall have the meaning set out in Section 11.3.

“Clinical Studies” shall mean collectively any human studies designed to measure the safety or efficacy of the Licensed Products, including any Phase I Clinical Studies, Phase II Clinical Studies and Phase III Clinical Studies, post marketing commitment studies, Phase IV Clinical Studies and any other study in which human subjects are dosed with a drug, whether approved or investigational, in each case of the Licensed Products within the Field.

“Commercialization” or “Commercialize” shall mean any and all activities relating to obtaining pricing and reimbursement approvals, marketing, promoting, distributing, importing, exporting, selling or offering to sell a Licensed Product. Commercialization shall not include any activities related to Development or Manufacturing.

“Commercially Reasonable Efforts” shall mean the level of efforts and resources of a Party required to, as applicable, develop and commercialize a biopharmaceutical or pharmaceutical product [***].

“Competing Program” shall have the meaning set out in Section 2.4.

“Confidential Information” shall mean all confidential or proprietary information of the Disclosing Party or its Affiliates given or disclosed to (or otherwise learned by) the Receiving Party or its Affiliate, whether disclosed in tangible or intangible form, which is either marked or stated to be “Confidential” or “Proprietary” (or words of similar import) or which would reasonably by the nature of the subject matter or the manner of its disclosure be considered as being confidential or proprietary, including: (i) technical, scientific and other information, knowledge, technology, means, processes, practices, proprietary materials, formulas, instructions, skills and other material, pre-clinical and Clinical Study results, and any tangible embodiments of any of the foregoing, and any scientific, manufacturing, marketing and business plans; (ii) any financial and personnel matters relating to the Disclosing Party or its Affiliates or their present or future products, sales, suppliers, customers, plans, intentions, market opportunities, employees, investors or business; (iii) Know-How, invention disclosures, patent applications, trade secrets or other Intellectual Property Rights to the extent not in the public domain; and (iv) the terms of this Agreement.

“Control” or “Controlled” shall mean, with respect to intangible property, the legal authority or right of a Person to grant a license, or sublicense in multiple tiers, of any Intellectual Property Rights to another Person, or to otherwise disclose proprietary or trade secret information to such other Person, without breaching the terms of any agreement with a Third Party or misappropriating the proprietary or trade secret information of a Third Party and in each case except to the extent such legal authority or right is obtained pursuant to the licenses granted from either Party to the other Party pursuant to this Agreement.

“Cover”, “Covering” or “Covered” shall mean, with respect to a Patent Right for the Licensed Product or related technology, that, in the absence of a license granted or in the absence of a right to operate under a Valid Claim of such Patent Right, the Manufacturing, Development, Commercialization or other exploitation of such Licensed Product or the practice of such technology in relation to such Licensed Product would infringe such Valid Claim.

“Development” or “Develop” shall mean any and all non-clinical and clinical research and drug development activities relating to obtaining or maintaining Regulatory Approvals of the Licensed Products, including toxicology, pharmacokinetic studies, pharmacology and other discovery efforts, exploratory research, translational research and biomarker activities, statistical analysis, analytical test method development and stability testing, formulation development, delivery system development, quality assurance and quality control development, Manufacturing process development and improvement, Manufacturing process validation, Manufacturing process scale-up, Clinical Studies (including pre-Regulatory Approval studies (e.g. Phase I Clinical Studies, Phase II Clinical Studies and Phase III Clinical Studies), post-Regulatory Approval studies (e.g. Phase IV Clinical Studies) and post-Regulatory Approval investigator sponsored Clinical Studies), regulatory affairs activities, and Regulatory Approval and Clinical Study regulatory activities (excluding regulatory activities directed to obtaining pricing and reimbursement approvals), but excludes Manufacture and Commercialization activities.

“Development Milestone” shall have the meaning set out in Section 6.3.

“Disclosing Party” shall have the meaning set out in Section 9.1(A).

“Dispute” shall have the meaning set out in Section 14.1.

“Early Access Program” or “EAP” shall mean any program to provide patients with a Licensed Product prior to Regulatory Approval and prior to First Commercial Sale in any country in the Territory. Early Access Programs include treatment INDs / protocols, named patient programs and compassionate use programs in other countries. For clarity, an EAP with respect to any of the Licensed Products may continue to be performed following Regulatory Approval of such Licensed Product and costs may continue to be incurred in accordance with the performance of such EAP after Regulatory Approval.

“Effective Date” shall mean the date written in the first sentence of the preamble to this Agreement.

“EMA” shall mean the European Medicines Agency or any successor agency thereto.

“European Union” or “EU” shall mean the countries of the European Economic Area, as it is constituted on the Effective Date and as it may be expanded or reduced from time to time after the Effective Date.

“Evaluation” means Genmab’s evaluation of the Scancell Antibodies in accordance with the research plan set out at Schedule 4 hereto.

“Evaluation Results” shall mean the results (including any Intellectual Property Rights) arising out of the Evaluation prior to Option Exercise.

“Exclusive License Option” shall have the meaning set out in Section 2.1.

“Executive Officers” shall mean (A) for Genmab, [***]and (B) for Scancell, [***]. If the position of any of the Executive Officers identified in this definition no longer exists due to a corporate reorganization, corporate restructuring or the like that results in the elimination of the identified position, the applicable Executive Officer shall be replaced with another executive officer with responsibilities and seniority comparable to the eliminated Executive Officer.

“FDA” shall mean the United States Food and Drug Administration or any successor agency thereto.

“Field” shall mean all therapeutic, prophylactic and diagnostic uses in humans, but excluding Cellular Therapy Applications.

“First Commercial Sale” shall mean, with respect to a Licensed Product in a country or region, the first commercial sale of such Licensed Product whether by Genmab or its Affiliates or their sub-licensees to a Third Party purchaser in an arms-length transaction in such country or region after Regulatory Approval has been obtained in such country or region for the marketing or sale of such Licensed Product for which monetary value has been received. [***].

“Force Majeure” shall mean any event or circumstance which is beyond the reasonable control of a Party, which a Party could not reasonably be expected to have taken into account on the Effective Date, and which results in or causes the failure of that Party to perform any or all of its obligations under this Agreement. Force Majeure shall include an act of God, act of terrorism, voluntary or involuntary compliance with any Law or order of any government, war, civil commotion, labour strike or lock-out, epidemic, pandemic, failure or default of public utilities or common carriers or destruction of production facilities or materials by fire, earthquake, storm or like catastrophe.

“Fragment” means, in reference to an immunoglobulin molecule directed to a particular antigen, any portion of such immunoglobulin molecule that contains any of the antigen binding sequences as the immunoglobulin molecule directed to such antigen.

“GAAP” shall mean either United States generally accepted accounting principles (US GAAP) or International Financial Reporting Standards (IFRS) applied by the relevant Party on a consistent basis across the books and records of a Party including the reporting of its quarterly and annual accounts.

“Genmab Indemnified Parties” shall have the meaning set out in Section 11.1.

“Genmab IP” shall have the meaning set out in Section 8.2.

“Genmab Technology” shall mean Patent Rights and Know-How, including any proprietary antibodies and antibody technology, owned or Controlled by Genmab or its Affiliates prior to the Effective Date or acquired or developed by Genmab or its Affiliates independently of any Development of the Licensed Technology or a Scancell Antibody under this Agreement.

“Governmental Authority” shall mean:

“IND” shall mean an investigational new drug application filed with the FDA in the United States, a clinical trial application filed in the European Union or a similar application filed with an applicable Regulatory Authority in a jurisdiction outside of the United States or European Union in order to initiate or conduct a clinical trial of a biopharmaceutical product in humans in such jurisdiction, including any amendments thereto. For clarity, an IND filing shall not be deemed completed unless and until all relevant documents have been provided to, and receipt of the same confirmed by, the applicable Regulatory Authority.

“Indemnified Party” shall have the meaning set out in Section 11.3.

“Indemnifying Party” shall have the meaning set out in Section 11.3.

“Indication” shall mean, with respect to a Licensed Product, a diagnostic, prophylactic or therapeutic use for a separate and distinct disease or medical condition, which, [***].

“Initiation” or “Initiate” shall mean, with respect to a Phase II Clinical Study or Phase III Clinical Study, the [***] dosing of the [***] human subject in such Clinical Study; with respect to a Phase I Clinical Study, the [***] dosing of the [***] human subject in such Phase I Clinical Study, all of which are pursuant to the protocol for the respective study.

“Intellectual Property Rights” shall mean rights to inventions, Patent Rights, Know-How, copyright and related rights, moral rights, rights in confidential information and trade secrets, trademarks, rights in get up and trade dress, goodwill and the right to sue for passing off or unfair competition, database rights, rights in designs and all other intellectual property rights in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or shall subsist now or in the future in any part of the world.

“Know-How” shall mean any formulas, methods, technical or commercial information, processes, procedures, techniques (including in respect of design, manufacturing or processes), experience, compositions (including chemical or biologic compositions), plans, data, inventions, discoveries, trade secrets, specifications, drawings, models, and, in each case that is not generally known, and whether patentable or not.

“Law(s)” shall mean any applicable laws, statutes, regulations, standard, ordinance, code, rule, regulation, resolution or promulgation having the binding effect of law of any applicable Governmental Authority of:

“Licensed Know-How” means all Know-How that is Controlled by Scancell or its Affiliates as at the Effective Date or thereafter during the Term, and is necessary, to otherwise Develop, Manufacture, Commercialize and/or otherwise exploit the Scancell Antibodies as part of the Licensed Product(s). Licensed Know-How shall include, without limitation, such Know-How described in Schedule 1.

“Licensed Patents” shall mean: (a) the Patent Rights set forth in Schedule 2; and (b) any other Patent Rights which are Controlled by Scancell as of the Effective Date or thereafter during the Term solely to the extent that they Cover the Scancell Antibodies and/or the inclusion of such Scancell Antibodies in a Licensed Product.

“Licensed Product(s)” shall mean a pharmaceutical or biological preparation for use in the Field Developed and Commercialised by or on behalf of Genmab containing the Scancell Antibodies in any dosage, form, formulation, presentation, line extension or package configuration, either alone or in combination with another active compound(s). For the avoidance of doubt, a different dosage, form, formulation, presentation, line extension or package configuration of a Licensed Product shall not constitute a different Licensed Product provided that the Scancell Antibody included in the Licensed Product has the same CDRs or set of CDRs and the same conjugate. If a pharmaceutical or biological preparation has: (i) different CDRs to an existing Licensed Product; or (ii) has the same CDRs as an existing Licensed Product but incorporates a different conjugate, then in each case ((i)-(ii)) such product shall constitute a separate Licensed Product hereunder.

“Licensed Technology” shall mean the Licensed Patents and the Licensed Know-How.

“Losses” shall have the meaning set out in Section 11.1.

“Major Markets” shall mean [***].

“Managed Care Organizations” shall mean pharmacies, pharmacy benefit managers, managed health care organizations, accountable care organizations, group purchasing organizations, large employers, long-term care organizations, formularies, Governmental Authorities and government health care programs (e.g., the U.S. Department of Veterans Affairs and Medicare in any form), and similar programs or organizations.

“Manufacturing” or “Manufacture” shall mean any and all activities directed, whether necessary or appropriate, to producing, manufacturing, processing, filling, finishing, packaging, labelling, quality control, quality assurance testing and release, supplying, shipping and storage of a Licensed Product or component or intermediary thereof, including such operations undertaken by service providers on behalf of Genmab, but excludes Development and Commercialization.

“Milestone(s)” shall have the meaning set out in Section 6.5.

“Net Sales” shall mean, with respect to the Licensed Products, [***].

“Option Exercise” shall mean Scancell’s receipt of the Option Exercise Fee.

“Option Exercise Fee” shall mean five million U.S. Dollars ($5,000,000) to be paid by Genmab to Scancell to exercise the Exclusive License Option as further set forth in Section 6.2.

“Option Period” shall have the meaning in Section 2.1. “Patent Rights” shall mean any and all of the following:

“Person” shall mean any natural person, corporation, firm, business trust, joint venture, association, organization, company, partnership or other business entity, or any government, or any agency or political subdivisions thereof.

“Phase I Clinical Study” shall mean a human clinical study of a Licensed Product that is intended to initially evaluate the safety, metabolism and pharmacokinetics of the Licensed Product or that would otherwise satisfy the requirements of 21 C.F.R. 312.21(a) or an equivalent clinical study in a country in the Territory other than the United States. For the purposes of this Agreement, a Phase I Clinical Study shall also include a Phase I/II Clinical Study save that at the point in such Phase I/II Clinical Study when the cohort is expanded beyond the original Phase I/II Clinical Study design so that the Phase I/II Clinical Study becomes prospectively designed to generate sufficient data (if successful) to commence a Phase III Clinical Study, then a Phase II Clinical Study shall be deemed to have commenced (and such Phase I/II Clinical Study shall thereafter be deemed to be a Phase II Clinical Study).

“Phase I/II Clinical Study” shall mean a Phase I Clinical Study which also seeks to determine the safety, dose ranges or indication of efficacy of the Licensed Product in patients being studied.

“Phase II Clinical Study” shall mean (i) a human clinical study of a Licensed Product for which the primary endpoints include a determination of safety, dose ranges or an indication of efficacy in patients being studied as described in 21 C.F.R. §312.21(b), or an equivalent clinical study in a country in the Territory other than the United States, and that is prospectively designed to generate sufficient data (if successful) to commence a Phase III Clinical Study. For the purposes of this Agreement, a Phase II Clinical Study shall not include a Phase I/II Clinical Study unless and until the point in such Phase I/II Clinical Study when the cohort is expanded beyond the original Phase I/II Clinical Study design so that the Phase I/II Clinical Study becomes prospectively designed to generate sufficient data (if successful) to commence a Phase III Clinical Study, in which case, a Phase II Clinical Study shall be deemed to have commenced (and such Phase I/II Clinical Study shall thereafter be deemed to be a Phase II Clinical Study.

“Phase III Clinical Study” shall mean a human clinical study of a Licensed Product (regardless of whether actually designated as “Phase Ill”) that (i) is prospectively designed to demonstrate, or (ii) is subsequently determined to demonstrate statistically whether such Licensed Product is safe and effective for use in humans in the indication being investigated as described in 21 C.F.R. §312.21(c), or an equivalent clinical study in a country in the Territory other than the United States.

“Phase IV Clinical Study” shall mean a post-marketing study to delineate additional information about a biopharmaceutical or pharmaceutical product’s risks, benefits, and optimal use, commenced after receipt of Regulatory Approval in the Indication for which such trial is being conducted, including a trial that would satisfy the requirements of 21 CFR312.85 or an equivalent clinical study in a country in the Territory other than the United States.

“PMDA” shall mean the Japanese Pharmaceuticals and Medical Devices Agency or any successor agency thereto.

“Pricing Approval” shall mean all approvals, licenses, registrations or authorizations of the applicable Regulatory Authority establishing the prices that can be charged or reimbursed for a biopharmaceutical or pharmaceutical product in jurisdictions where the applicable Regulatory Authorities approve or determine the price or reimbursement of such biopharmaceutical or pharmaceutical products.

“Prospective Patents” shall have the meaning set out in Section 8.4(C).

“Receiving Party” shall have the meaning set out in Section 9.1(A).

“Regulatory Approval” shall mean all approvals, licenses, registrations or authorizations of the applicable Regulatory Authority necessary for the Commercialization of a Licensed Product in the Field in the Territory or the conduct of Clinical Studies in a country, excluding Pricing Approvals, and including any accelerated or conditional approvals and authorizations allowing the sale of the Licensed Product to a material number of identified patients or to a class of patients, such as Early Access Programs or equivalent programs, and including any expansion or modification of the label of a Licensed Product for additional Indications or uses. By way of example, in the United States, its territories and possessions, Regulatory Approval means the grant of an IND, a New Drug Application (NDA) or BLA or an equivalent marketing application by the FDA, and would include Early Access Programs or equivalent programs.

“Regulatory Authority” shall mean any national (e.g., the FDA), supranational (e.g., the EMA), regional, state or local regulatory agency, department, bureau, commission, council or other Governmental Authority in any jurisdiction of the world involved in the granting of Regulatory Approval or Pricing Approval.

“Regulatory Exclusivity” shall mean any exclusive marketing rights or data exclusivity rights conferred by any Regulatory Authority with respect to a Licensed Product other than Patent Rights, including rights conferred in the U.S. under the Biologics Price Competition and

Innovation Act, the Hatch-Waxman Act or the FDA Modernization Act of 1997, under national implementations of Article 10 of Directive 2001/83/EC, or rights similar thereto in any other jurisdiction.

“Regulatory Filing” shall mean any documentation comprising or relating to or supporting any filing or application with any Regulatory Authority for a Regulatory Approval with respect to any of the Licensed Products, or their use or potential use in humans, including any documents submitted to any Regulatory Authority and all supporting data, including INDs and BLAs and all correspondence with any Regulatory Authority with respect to any Licensed Product (including minutes of any meetings, telephone conferences or discussions with any Regulatory Authority).

“Regulatory Milestone” shall have the meaning set out in Section 6.4.

“Royalty Report” shall have the meaning set out in Section 6.13.

“Royalty Term” shall mean, on a Licensed Product-by-Licensed Product and country-by-country basis, the period commencing upon First Commercial Sale of a Licensed Product in the Territory continuing until the later of: (i) the expiration of the last-to-expire Valid Claim included in the Licensed Patents in such country that Covers the Licensed Product; (ii) the tenth (10th) anniversary of the First Commercial Sale of such Licensed Product in such country; or (iii) the expiration of Regulatory Exclusivity for such Licensed Product in such country.

“Sales Milestone” shall have the meaning set out in Section 6.5.

“Scancell Antibodies” means (a) the Antibodies targeting the antigen SSEA4 with all of the CDR sequences set out in Schedule 3, and (b) any modification, improvement or derivatives of those Antibodies specified in limb (a) which either Party or its Affiliates acquires, generates, develops, devises, conceives, or first reduces to practice or writing or otherwise makes during the Term in each case solely to the extent that such Antibodies target primarily SSEA4.

“Scancell Indemnified Parties” shall have the meaning set out in Section 11.2.

“SSEA4” means Stage-specific embryonic antigen-4 (SSEA-4)

“Tax” shall mean any present or future taxes, levies, imposts, duties, charges, withholdings, assessments or fees of any nature (including interest, penalties and additions thereto), and “Taxes” shall be construed accordingly.

“Term” shall have the meaning set out in Section 13.1.

“Territory” shall mean worldwide.

“Third Party” shall mean any Person other than a Party or an Affiliate of a Party.

“United States” or “U.S.” shall mean the United States of America and its territories and possessions.

“Valid Claim” shall mean: (a) a claim of any granted and unexpired Patent Right that has not been revoked, cancelled or held unpatentable, unenforceable or invalid by a decision of a court or Governmental Authority of competent jurisdiction from which no appeal can be taken, or with respect to which an appeal is not taken within the time allowed for appeal, and that has not been disclaimed, abandoned, cancelled, or admitted to be invalid or unenforceable through reissue, re-examination, disclaimer or otherwise; or (b) a claim of a pending application for a Patent Right that has not been cancelled, withdrawn or abandoned or finally rejected by a Governmental Authority of competent jurisdiction from which no appeal can be taken and that has been prosecuted in good faith and not been pending for more than [***] from the date of its earliest priority date.

In consideration of the Exclusive License Option granted by Scancell to Genmab under this Agreement, Genmab shall pay to Scancell a one-time upfront payment of one million U.S. Dollars ($1,000,000) within thirty (30) Business Days after the Effective Date. Scancell shall provide Genmab with an invoice for such amount upon execution of this Agreement.

To exercise the Exclusive License Option, Genmab shall pay to Scancell a one-time upfront payment of five million U.S. Dollars ($5,000,000) prior to the expiration of the Option Period. Scancell shall provide Genmab with an invoice for such amount upon notification by Genmab of its intent to exercise the Exclusive License Option.

Provided the Exclusive License Option has been exercised by Genmab, in partial consideration for the rights and licenses granted by Scancell to Genmab under this Agreement, Genmab shall pay, or cause to be paid, to Scancell each of the following payments upon the achievement of each of the following development milestone events (each a “Development Milestone”) by or on behalf of Genmab or its Affiliates or sub-licensees with respect to the first Licensed Product within each of the Category Groups only, in accordance with Sections 6.6 and 6.7.

Each Development Milestone shall be payable only once for each Category Group upon the first occurrence of the applicable Development Milestone by any Licensed Product within such Category Group to achieve that Development Milestone, regardless of the number of times such Development Milestone is achieved or the number of Licensed Products to achieve such Development Milestone within the Category Group. For example, if a Phase I Clinical Study is Initiated in respect of a Licensed Product in Category Group One and, subsequently, a Phase I Clinical Study is Initiated in respect of another Licensed Product in Category Group One, the Development Milestone shall only be payable once on the first occasion such Development Milestone is achieved by any Licensed Product in that relevant Category Group. If a Development Milestone is achieved with respect to an Indication and payment with respect to a previous Development Milestone for the same Indication for the same Category Group has not been made by Genmab, then such previous Development Milestones for such Indication for the same Category Group shall be deemed to have occurred and Genmab shall pay Scancell all such unpaid payments with respect to such previous Development Milestone for such Indication for the same Category Group at the same time that the Development Milestone payment for the later Development Milestone with respect to that Indication is paid. For example: (A) if Initiation of the first Phase III Clinical Study occurs for a Licensed Product for the first Indication in Category Group One, but Genmab has not yet paid Development Milestones for Initiation of the first Phase II Clinical Study for a Licensed Product in Category Group One for the first Indication, then those prior Development Milestones for the first Indication in Category Group One shall also become due and payable; or (B) (in all cases where the trigger referred to is for the first Licensed Product in the relevant Category Group) if a Phase I/II Clinical Study is performed and triggers payment of a Development Milestone for the Initiation of a first Phase I Clinical Study for the first Indication, then the Development Milestone for Initiation of the first Phase II Clinical Study for the first Indication shall become due and payable at such time as the Phase I/II Clinical Study is deemed to become a Phase II Clinical Study (i.e. the point in such Phase I/II Clinical Study when the cohort is expanded beyond the original Phase I/II Clinical Study design so that the Phase I/II Clinical Study becomes prospectively designed to generate sufficient data (if successful) to commence a Phase III Clinical Study). In no event shall Genmab be obligated to pay Scancell more than: (a) a total of [***] for all Development Milestones for each Category Group pursuant to this Section 6.3; or (b) a total of [***] for all Development Milestones for all three (3) Category Groups combined pursuant to this Section 6.3.

Provided the Exclusive License Option has been exercised by Genmab, in partial consideration for the rights and licenses granted by Scancell to Genmab under this Agreement, Genmab shall pay, or cause to be paid, to Scancell each of the following payments upon the achievement of each of the following regulatory milestone events (each a “Regulatory Milestone”) by or on behalf of Genmab or its Affiliates or sub-licensees with respect to the first Licensed Product within each of the Category Groups only, in accordance with Sections 6.6 and 6.7.

Each Regulatory Milestone shall be payable only once for each Category Group upon the first occurrence of the applicable Regulatory Milestone by any Licensed Product within such Category Group to achieve that Regulatory Milestone, regardless of the number of times such Regulatory Milestone is achieved or the number of Licensed Products to achieve such Regulatory Milestone in the Category Group. If a Regulatory Milestone is achieved with respect to an Indication and payment with respect to any previous Development Milestone for the same Indication for the same Category Group has not been made by Genmab, then such previous Development Milestones for such Indication for the same Category Group shall be deemed to have occurred and Genmab shall pay Scancell all such unpaid payments with respect to such previous Development Milestone for such Indication for the same Category Group at the same time that the Regulatory Milestone payment for the later Regulatory Milestone with respect to that Indication is paid. For example: if grant of a BLA occurs for a Licensed Product for the first Indication in Category Group One, but Genmab has not yet paid Development Milestones for Initiation of the first Phase III Clinical Study for a Licensed Product in Category Group One for the first Indication, then that prior Development Milestone for the first Indication in Category Group One shall also become due and payable. In no event shall Genmab be obligated to pay Scancell more than: (a) a total of [***] for all Regulatory Milestones for each Category Group pursuant to this Section 6.4; or (b) a total of two hundred and [***] for all Regulatory Milestones for all three (3) Category Groups combined pursuant to this Section 6.4.

Provided the Exclusive License Option has been exercised by Genmab, in partial consideration for the rights and licenses granted by Scancell to Genmab under this Agreement, Genmab shall pay, or cause to be paid, to Scancell each of the following payments upon the achievement of each of the following sales milestone events (each a “Sales Milestone,” and together with the Development Milestones and Regulatory Milestones, collectively, the “Milestones”) by or on behalf of Genmab or its Affiliates or sub-licensees with respect to the first Licensed Product within each Category Group only and in respect of total aggregate sales of such first Licensed Product to achieve such sales only, in accordance with Sections 6.7.

Each Sales Milestone shall be payable only once for each Category Group upon the first occurrence of the applicable Sales Milestone by the first Licensed Product within such Category Group to achieve that Sales Milestone, regardless of the number of times such Sales Milestone is achieved or the number of Licensed Products to achieve such Sales Milestone within the Category Group. In no event shall Genmab be obligated to pay Scancell more than: (a) a total of [***]for all Sales Milestones for each Category Group pursuant to this Section 6.5; or (b) a total of [***] for all Sales Milestones for all three (3) Category Groups combined pursuant to this Section 6.5.

Genmab shall pay, or cause to be paid, any upfront payment or Milestones owed to Scancell or royalty payments (as provided below in Section 6.8) owed to Scancell, by wire transfer or electronic fund transfer to the credit of a bank account to be designated in writing by Scancell. Where calculation of Sales Milestones, royalty or other amounts due under this Agreement requires the conversion to U.S. Dollars of Net Sales generated or other amounts denominated in any other currency, conversion to U.S. Dollars shall be calculated using the exchange rate mechanism generally applied by Genmab in preparing its financial statements for the applicable [***], provided that such mechanism is in accordance with GAAP.

Genmab shall pay to Scancell, on a Licensed Product-by-Licensed Product and country-by-country basis, a royalty on total aggregate Net Sales of such Licensed Product sold by Genmab or its Affiliates or sub-licensees in such country in each [***] of the Royalty Term in the Territory, at the rates set forth below. The applicable royalty rate shall be determined based on total Net Sales of all Licensed Products in a Category Group in the Territory in a [***].

Royalties payable under this Article 6 shall be paid within [***], in each case in [***] and in accordance with Section 6.7.

Subject to Section 6.12, on a Licensed Product-by-Licensed Product and country-by-country basis, if a Licensed Product is generating Net Sales in a country in the Territory during the Royalty Term at a time when such Licensed Product is not Covered by a Valid Claim included in the Licensed Patents in such country, then the royalty rate applicable to Net Sales of such Licensed Product in such country shall be reduced by [***] for the period in which there is no Valid Claim in such country in respect of such Licensed Product. For clarity, such royalty reduction shall only apply to the affected Licensed Product in the affected country in the Territory and shall not reduce the royalty rate applicable in respect of another Licensed Product in the same Category Group.

Subject to Section 6.12, on a Licensed Product-by-Licensed Product and country-by-country basis, if, during the Royalty Term, a Biosimilar for a Licensed Product is sold in the Field in a particular country in the Territory, the applicable royalty rate in effect with respect to such Licensed Product in such country shall be reduced by [***], and such reduction shall continue for as long as such Biosimilar is sold in such country. For clarity, such royalty reduction shall only apply to the affected Licensed Product in the affected country in the Territory and shall not reduce the royalty rate applicable in respect of another Licensed Product in the same Category Group.

If it is necessary for Genmab (or its Affiliates or sub-licensees) to enter into any agreement with a Third Party for a license to use Patent Rights to make, have made, use, sell, offer for sale or import a Licensed Product in the Field in a particular country in the Territory, and such agreement is required to permit Genmab to practice inventions claimed in the Licensed Patents which are used or incorporated in such Licensed Product that is being Developed or Commercialized by Genmab in such country, then, on a [***], Licensed Product-by-Licensed Product basis, Genmab shall have the right to deduct from the royalty payments that would otherwise have been due to Scancell pursuant to Section 6.8 with respect to Net Sales of such Licensed Product an amount equal to [***]. For clarity, such royalty reduction shall only apply to the affected Licensed Product in the affected country in the Territory and shall not reduce the royalty rate applicable in respect of another Licensed Product in the same Category Group.

The Parties acknowledge and agree that:

Within [***], Genmab shall deliver to Scancell a written report showing its computation of royalties due under Section 6.8 on Net Sales during such [***] (“Royalty Report”). Each such Royalty Report shall set forth: [***]. Royalty Reports hereunder shall be deemed to be “Confidential Information” of Genmab subject to the terms and conditions of Article 9 hereof.

If any upfront fee, Milestones, royalties or other sums payable hereunder remain unpaid after the date on which they became past due, the owed Party may seek interest from the owing Party calculated from the date upon which the sums became past due until payment thereof, at the [***] rate of [***].

For clarity, each Party shall be solely responsible for the payment of all Taxes imposed on its share of income arising directly or indirectly from the activities of the Parties under this Agreement.

All sums payable under or pursuant to this Agreement are exclusive of value added tax (“VAT”) (if applicable). Accordingly, if under applicable Law any taxable supply for VAT purposes is made under or in connection with this Agreement by Scancell to Genmab, Genmab shall, in addition to any payment for that supply, pay Scancell such VAT as is chargeable in respect of the supply at the same time as payment is due. Upon Scancell’s written request, Genmab shall promptly provide to Scancell details of Genmab’s VAT registration number. Scancell shall provide Genmab with a valid VAT invoice in respect of any payment of VAT.

In the event that Genmab is required, by Law, to withhold any Taxes from any payment due to Scancell under this Agreement, such amount shall be deducted from the payment to be made by Genmab and paid by Genmab to the proper taxing authority. Any such Tax required to be withheld shall be an expense of and borne by Scancell. Genmab and Scancell shall reasonably cooperate with respect to all documentation required by any Governmental Authorities or reasonably requested by Genmab to secure a reduction in the rate of applicable withholding Taxes. If Genmab had a duty to withhold Taxes in connection with any payment it made to Scancell under this Agreement, but Genmab failed to withhold, and such Taxes were assessed against and paid by Genmab, then Scancell shall indemnify and hold harmless Genmab from and against such Taxes (including interest and penalties). No deduction shall be made, or a reduced amount shall be deducted, if Scancell furnishes a document from the appropriate Governmental Authorities to Genmab certifying that payments by Genmab under this Agreement are exempt from such Taxes, levies or other duties or subject to reduced Tax rates, according to the applicable convention for the avoidance of double taxation. Each Party agrees to cooperate with the other Party in claiming exemptions from such deductions or withholdings under any agreement or treaty from time-to-time in effect.

Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the Receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the Receiving Party.

Scancell’s Representations and Warranties

The termination shall become effective at the end of the notice period unless the Breaching Party cures such breach during such notice period. Notwithstanding the foregoing, if such material breach (other than a payment breach), by its nature, is curable, but is not reasonably curable within the applicable cure period, then such cure period shall be extended if the Breaching Party provides a written plan for curing such breach to the Non-Breaching Party and uses best efforts to cure such breach in accordance with such written plan during such cure period, provided that no such extension shall exceed a further [***] without the consent of the Non-Breaching Party.

Each Party shall calculate all amounts hereunder and perform other accounting procedures required hereunder and applicable to it in accordance with the conventions, rules and procedures promulgated by GAAP, consistently applied.

If the performance of this Agreement or of any obligation hereunder (other than an obligation to make payments hereunder) is prevented, restricted or interfered with by reason of Force Majeure, the obligated Party shall be excused from such performance to the extent of such prevention, restriction or interference; provided however, the obligated Party shall promptly advise the other Party of the existence of such prevention, restriction or interference, shall use its reasonable efforts to avoid or remove such causes of non-performance and shall continue performance hereunder whenever such causes are removed. If any Force Majeure delays or prevents the performance of the obligations of either Party for a continuous period in excess of [***], the Party not so affected shall then be entitled to give notice to the affected Party to terminate. Such a termination notice shall be irrevocable, except with the written consent of both Parties.

Either Party shall (and shall procure that its Affiliates shall and shall use reasonable efforts to procure that any necessary Third Party shall) at any time, including after the expiration or termination of this Agreement, upon the request of the other, and at the other’s cost, do and execute all such acts, deeds, documents and things as may reasonably be required for the purpose of giving full effect to this Agreement (including to perfect and complete the grant of, or, in accordance with the terms of this Agreement, otherwise protect, the rights and licenses hereby conferred upon the other), subject to any express restrictions in this Agreement on the extent of either Party’s obligations under this Agreement.

Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the Party waiving such term or condition. No failure to exercise nor any delay in exercising by any Party to this Agreement of any right, power, privilege or remedy under this Agreement shall impair or operate as a waiver thereof in whole or in part, and no single or partial exercise of any right, power, privilege or remedy under this Agreement shall prevent any further or other exercise thereof or the exercise of any other right, power, privilege or remedy. Subject to the specific exclusions and limitations and express provisions to the contrary set out in this Agreement, all rights, powers, privileges and remedies provided in this Agreement are cumulative and are not exclusive of any rights, powers, privileges or remedies provided by law or otherwise.

All notices required or permitted under this Agreement shall, except where otherwise specifically provided, be in writing and be sent by air courier or by electronic mail (with a confirmation copy by air courier) properly addressed to the respective Parties as follows:

If to Genmab:

Genmab A/S

Attention:     [***]

Email:             [***]

or

the address of Genmab as registered in the Danish Central Business Register or any official successors hereof

or

the address of Genmab as registered at the Genmab’s official homepage (currently www.genmab.com)

If to Scancell:

Scancell Ltd,

Bellhouse Building,

Sanders Road,

Oxford, England

OX4 4GD

Attention:     [***]

With a copy by email to:     [***]

or to such other addresses or addressees as the Parties hereto may designate in writing for such purposes during the Term.

Notices shall be deemed to have been made: (i) if by electronic mail, when the e-mail leaves the e-mail gateway of the sender where it leaves such gateway on or before 17:00 hours on any Business Day, or at 08:00 hours on the next Business Day after it leaves such gateway if it leaves such gateway after 17:00 hours (and the onus shall be on the sender to prove the time that the e-mail left its gateway), and (ii) if by air courier, [***] after delivery to the courier. All times shall be deemed to refer to the time in the recipient’s local time.

No agency, partnership or joint venture is hereby established; each Party shall act hereunder as an independent contractor. Neither Genmab nor Scancell shall enter into, or incur, or hold itself out to Third Parties as having authority to enter into, or incur, on behalf of the other Party any contractual obligations, expenses or liabilities whatsoever.

This Agreement shall be binding upon the Parties and their respective permitted successors and assigns. Neither Party may, without the prior written consent of the other Party, assign or transfer all or any part of its rights or obligations under this Agreement, provided that such consent shall not be required for an assignment to (i) any Affiliate of either Party; or (ii) to a Third Party successor or purchaser of all or substantially all of its business, whether in a merger, sale of stock, sale of assets or other similar transaction, provided that, the Third Party successor or purchaser provides written notice to the other Party that such Third Party agrees to be bound by the terms of this Agreement. Any attempted assignment, delegation or transfer in contravention of this Agreement shall be null and void.

Except as provided herein, the provisions of this Agreement are for the sole benefit of the Parties and their successors and permitted assigns, and they shall not be construed as conferring any rights on any other persons.

Except as provided herein, neither Party may use in any manner the other Party’s or its Affiliates’ name, trade name or corporate logo, or any contraction, abbreviation or adaptation thereof, without the express written consent of the other Party.

When possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under Law, but if any provision of this Agreement is held to be illegal, void, invalid or unenforceable under the Law of any jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity, and the legality, validity and enforceability of the remainder of this Agreement in that jurisdiction shall not be affected (unless the provision in question is of such essential importance to this Agreement that it may be reasonably presumed that the Parties would not have entered into this Agreement without the invalid or unenforceable provision), and the legality, validity and enforceability of the whole of this Agreement in any other jurisdiction shall not be affected. The Parties shall make a good faith effort to replace the invalid or unenforceable provision with a valid one which in its economic, legal and commercial effect is as consistent as possible with the invalid or unenforceable provision.

This Agreement (and any other documents referred to herein between the Parties) constitute the entire agreement between the Parties relating to the subject matter hereof and supersede all prior and contemporaneous negotiations, agreements, representations, understandings and commitments with respect thereto whether written or oral. The Schedules to this Agreement are incorporated herein by reference and shall be deemed a part of this Agreement. For clarity, the terms of the 2022 License Agreement shall not be superseded or otherwise affected by the terms of this clause 15.11. Each Party acknowledges that it has not been induced to enter into this Agreement by any representation or warranty other than those contained in this Agreement and, having negotiated and freely entered into this Agreement, agrees that it shall have no remedy in respect of any other such representation or warranty provided that nothing herein shall exclude or limit liability for fraudulent misrepresentation. No release, or discharge shall be binding upon the Parties unless in writing and duly executed by authorized representatives of both Parties.

No terms or provisions of this Agreement shall be varied, extended or modified by any prior or subsequent statement, conduct or act of either of the Parties, except by a written instrument specifically referring to this Agreement and signed by both Parties.

Subject to Article 14 and to any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction, this Agreement and any non-contractual obligations arising from or connected with it shall be governed by the laws of Switzerland, and this Agreement shall be construed in accordance with the laws of Switzerland.

This Agreement may be signed in any number of counterparts with the same effect as if the signatures to each counterpart were upon a single instrument, and all such counterparts together shall be deemed an original of this Agreement.

The Parties agree that this Agreement can be signed using a DocuSign® electronic signature. Such electronic signature is the legally binding equivalent to a Party’s handwritten signature, and it has the same validity, enforceability and meaning as a handwritten signature, and the Parties hereby waive any objection to the contrary.

[Signature page follows.]

IN WITNESS WHEREOF, each Party has caused this Agreement to be duly executed by its authorized representative, in duplicate on the dates written herein below.

SCHEDULE 1: [***]

[***]

SCHEDULE 2: [***]

SCHEDULE 3: [***]

[***]

SCHEDULE 4 : [***]

[***]