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Assignment, Assumption And Consent Agreement

Assignment and Assumption Agreement

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 This Assignment and Assumption Agreement involves

GLOBEIMMUNE INC | Celgene Corporation | GlobeImmune, Inc | Health and Human Services

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Title: ASSIGNMENT, ASSUMPTION AND CONSENT AGREEMENT
Date: 11/13/2015
Industry: Biotechnology and Drugs     Sector: Healthcare

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Exhibit 10.3

Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Amendment #3 to CRADA #02264

ASSIGNMENT, ASSUMPTION AND CONSENT AGREEMENT

This Assignment, Assumption and Consent Agreement (this “ Assignment Agreement ”) is entered into July 31, 2015 (the “ Effective Date ”), by and between the U.S. Department of Health and Human Services, as represented by the National Cancer Institute, an Institute, Center or Division of the National Institutes of Health (the “ NCI ”), GlobeImmune, Inc., a Delaware corporation (“ Assignor ”), and Celgene Corporation, a Delaware corporation (“ Assignee ”).

RECITALS

A. The NCI and Assignor have entered into a Cooperative Research and Development Agreement (NCI reference #02264) dated May 8, 2008, as amended by Amendment #1, dated August 8, 2011, and Amendment #2, dated July 30, 2013 (the “ CRADA ”).  The term of the CRADA extends through May 8, 2018. Any capitalized terms not defined herein shall have the meanings given such terms in the CRADA.

B. Assignor desires to assign the CRADA to Assignee and Assignee desires to assume from Assignor all of Assignor’s obligations under the CRADA for the remainder of the term.

C. The NCI is willing to accept and consent to such assignment and assumption upon the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the payment of CRADA funds and the performance of the covenants and agreements by the parties as hereinafter set forth, the parties agree as follows:

1. Assignment of the CRADA .  Assignor assigns to Assignee, effective as of the Effective Date, all of Assignor’s right, title and interest in the CRADA.  Assignor will reasonably cooperate with Assignee in the transition to Assignee of any outstanding research and development activities currently being conducted under the CRADA.

2. Assumption of Obligations Under the CRADA .  Assignee hereby accepts such assignment and assumes and agrees to perform each and every obligation of Assignor under the CRADA that arises on or after the Effective Date.  Assignee acknowledges that it shall have no claim against the NCI for any matters arising prior to the Effective Date under the CRADA.

3. The NCI’s Consent to Assignment .  The NCI hereby consents to the assignment of the CRADA to Assignee pursuant to the terms of this Assignment Agreement.  Such consent will not be deemed to be a consent to any subsequent assignment of the CRADA, rather, any subsequent assignment will require the consent of the NCI to the extent required pursuant to the CRADA.

4. CRADA funds .  The 2015 CRADA payment for $[*] was due to NCI on June 8, 2015, and Assignor will make this payment by July 31, 2015.  Also, Assignor will make the 2016 CRADA payment for $[*] within thirty (30) days of the execution of Amendment #3.  Assignee will make CRADA payments for 2017 and future years according to the payment schedule of Appendix B.    After the 2015 CRADA pa


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