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

Exhibit 10.2

EXECUTION VERSION

AMENDED AND RESTATED RESEARCH AND DEVELOPMENT COLLABORATION AGREEMENT

between

THE COUNCIL OF THE QUEENSLAND INSTITUTE OF MEDICAL RESEARCH

and

ATARA BIOTHERAPEUTICS, INC,

AMENDED AND RESTATED RESEARCH AND DEVELOPMENT COLLABORATION AGREEMENT

This Amended and Restated Research and Development Collaboration Agreement (“Agreement”), entered into on 23 September, 2016 (“Execution Date”), and effective as of the Original Effective Date (as defined below), is made by and between Atara Biotherapeutics, Inc., having its principal offices at 611 Gateway Blvd #900, South San Francisco, CA 94080, (“Atara”), and the Council of the Queensland Institute of Medical Research, a not-for-profit Institute organized and existing under the laws of the State of Queensland having its principal offices at 300 Herston Rd, Herston QLD 4006, Australia (“Institute”).  Each of Atara and Institute are referred to in this Agreement as a “Party”, and collectively as the “Parties”

WHEREAS, Institute has conducted certain research and development, and possesses certain expertise relating to the research and development of allogeneic and autologous cytotoxic T-lymphocytes (“CTL”), including in relation to the development of novel therapies targeting tumor and other cells infected with certain viruses, for use in oncology and autoimmune indications.

WHEREAS, Atara is a biotechnology company developing novel therapies for commercialization for the treatment of human diseases and conditions.

WHEREAS, the Parties desire to collaborate in relation to research and development activities to progress the development of novel allogeneic CTL therapies for use in treating oncology and autoimmune indications associated with the expression on or in cells, of Epstein Barr Virus (including all naturally occurring variants thereof) (“EBV”) and/or cytomegalovirus (including all naturally occurring variants thereof) (“CMV”) [ * ].

WHEREAS, the Institute is uniquely qualified to conduct the proposed research and the research is within Institute’s mission and it is in the mutual interest of Atara and Institute that Institute continues to progress certain research and development activities already being conducted at or under the supervision of Institute, including certain clinical studies directed to the use of (a) autologous CTL therapies in certain oncology and autoimmune indications associated with the expression of EBV and/or CMV [ * ] on or in tumor and other cells, and (b) certain vaccines, in accordance with the terms and conditions set forth herein.  

WHEREAS, Atara and Institute are parties to that certain Research and Development Collaboration Agreement (the “Original Research Agreement”), entered into on October 20, 2015 (the “Original Effective Date”);

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

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WHEREAS, the Parties desire that intellectual property rights and technology developed as a result of activities conducted under this Agreement be licensed to Atara for the further development and commercialization of CTL products based on novel allogeneic and autologous CTLs for use in the diagnosis, treatment, prophylaxis and palliation of diseases and conditions associated with EBV and CMV, and to that end, the Parties entered into the that certain exclusive License Agreement (the “Original License Agreement”) simultaneous with the Original Research Agreement on the Original Effective Date; and

WHEREAS, the Parties desire to amend and restate such Original License Agreement in its entirety, and simultaneously to amend and restate the Original Research Agreement in its entirety as set forth herein.

NOW, THEREFORE, Institute and Atara hereby agree to the following terms and conditions in this Agreement:

The following capitalized terms shall have the meanings set forth in this Article 1.  Capitalized terms not defined in this Article 1 or elsewhere in this Agreement shall have the meaning given to such terms in the License Agreement.

1.1“Affiliate” shall have the meaning given in the License Agreement.

1.2“Alliance Manager” shall have the meaning given in Section 3.2(a).

1.3“Allogeneic CTL Products” shall have the meaning given in the License Agreement.

1.4“Allogeneic Programs” means (a) the research and development activities being performed by Institute and Atara pursuant to this Agreement directed to the identification and development of Allogeneic CTL Products, including (i) the Allogeneic EBV CTL Program, (ii) the Allogeneic CMV CTL Program, and (b) the research and development activities conducted under each New Research Program pursuant to Section 2.3 that is directed to the identification and development of New CTL Products comprising Allogeneic CTLs for use in any Indication.

1.5“Atara Forecast” shall have the meaning given in Section 2.7(c).

1.6“Atara Forecast Quantity” shall have the meaning given in Section 2.7(c).

1.7“Atara Inventions” shall have the meaning given in Section 9.1.

1.8“Autologous CTL Products” shall have the meaning given in the License Agreement.

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

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1.9“Autologous Programs” means (a) the research and development activities being performed by Institute and Atara pursuant to this Agreement directed to the identification and development of Autologous CTL Products, including (i) the Autologous EBV CTL Program, (ii) the [ * ] CTL Program, and (b) the research and development activities conducted under each New Research Program pursuant to Section 2.3 that is directed to the identification and development of New CTL Products comprising Autologous CTLs for use in any Indication.

1.10“Background IP” shall have the meaning given in the License Agreement.

1.11“BKV” shall have the meaning given in Section 2.3(d).

1.12“BKV CTL Budget” shall have the meaning given in Section 2.6(d).

1.13“BKV CTL Development Plan” shall have the meaning given in Section 2.6(c).

1.14“BKV CTL Program” shall have the meaning given in Section 2.6(c).

1.15“BKV CTL Research Contribution” shall have the meaning given in Section 2.6(d).

1.16“BKV Program” shall have the meaning given in Section 2.3(d).

1.17“Claims” shall have the meaning given in Section 12.1.

1.18“CMV” shall have the meaning given in the Recitals.

1.19“CMV [ * ] Development Plan” shall have the meaning given in Section 2.6(e).

1.20“Calendar Quarter” means each successive period of three (3) consecutive calendar months ending on the last day of March, June, September, or December, respectively; provided that, the final Calendar Quarter shall end on the last day of the Term.

1.21“Commercially Reasonable Efforts” means, with respect to the efforts to be expended by a Party or its Affiliate with respect to any objective, activity or decision to be undertaken under this Agreement, those efforts that a company or institution developing technology within the bio-pharmaceutical industry of comparable size and resources would reasonably use to accomplish such objective, activity or decision under similar circumstances, and specifically means the carrying out of development activities using efforts that a company or institution developing technology within the bio-pharmaceutical industry of comparable size and resources would reasonably devote to a product at a similar stage in its development or product life, taking into consideration, among other factors, efficacy, safety, approved labeling, the patent and other proprietary position of the product, and the likelihood of regulatory approval given the regulatory structure involved.  Commercially Reasonable Efforts shall be

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

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determined on a Major Market-by-Major Market and indication-by-indication basis for the Products being developed under the Research Collaboration, and it is anticipated that the level of effort will change over time, reflecting changes in the status of each such Product, including with respect to any Product that is the subject of Autologous Programs, whether or not an Option (as defined in the License Agreement) has been exercised with respect to such Autologous Program.

1.22“Confidential Information” of a Party, means (a) information relating to the business, operations or products of a Party or any of its Affiliates, including any know-how, that such Party discloses, transfers or makes available to the other Party under this Agreement or the License Agreement, or which otherwise becomes known to the other Party by virtue of this Agreement or the License Agreement, in each case whether in written, oral, graphical, machine readable or other form, whether or not marked as confidential or proprietary, and (b) the terms of this Agreement and the License Agreement;

1.23“CTL Product” shall have the meaning given in the License Agreement.

1.24“Data” shall have the meaning given in Section 8.1.

1.25“Designated Executive Officers” means the Director and Chief Executive Officer of Institute, and the Chief Executive Officer of Atara.

1.26“Development Plan” means the plan, on a Program-by-Program basis for the research and development activities to be conducted pursuant to this Agreement for the current calendar year and the following one (1) calendar year, as prepared and updated in accordance with Section 2.2, including the budget for such activities.  The initial Development Plan, which includes the current scope of research and development activities under the Autologous Programs and the Allogeneic Programs, as of the Original Effective Date is attached to this Agreement as Schedule 1.26(A) and the Budget for the activities to be conducted under such Development Plan is attached to this Agreement as Schedule 1.26(B).

1.27“Dispute” shall have the meaning given in Section 14.1.

1.28“Draft Initial [ * ] Programs Budget” shall have the meaning given in Section 2.6(f).

1.29“EBNA1” means Epstein Barr nuclear antigen 1.

1.30“EBV” shall have the meaning given in the Recitals.

1.31“[ * ] Development Plan” shall have the meaning given in Section 2.6(e).

1.32“Existing Confidentiality Agreement” shall have the meaning given in Section 6.2.

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

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1.33“Final Report” shall have the meaning given in Section 8.1.

1.34“FTE” means the equivalent of the work of one (1) full-time employee of a Party or its Affiliates for one (1) year (consisting of 1540-1920 hours per year) in directly conducting activities under this Agreement.  Any Party’s employee who devotes fewer than 1540 hours per year on the applicable activities shall be treated as an FTE on a pro-rata basis, calculated by dividing the actual number of hours worked by such employee on such activities by 1920.  Any employee who devotes more than 1920 hours per year on the applicable activities shall be treated as one (1) FTE.  For the avoidance of doubt, FTE shall not include the work of general corporate or administrative personnel, except for the portion of such personnel’s work time actually spent on conducting scientific or technical activities related to the Research Collaboration.

1.35“FTE Rate” shall mean the rates mutually agreed by the Parties for the engagement of specified FTEs, as set forth on Schedule 1.15.

1.36“HPV” shall have the meaning given in Section 2.6(a).

1.37“HPV CTL Budget” shall have the meaning given in Section 2.6(b).

1.38“HPV CTL Development Plan” shall have the meaning given in Section 2.6(a).

1.39“HPV CTL Program” shall have the meaning given in Section 2.6(a).

1.40“HPV CTL Research Contribution” shall have the meaning given in Section 2.6(b).

1.41“IE1” means the immediate [ * ] with CMV.

1.42“Indication” means any disease or condition, or sign or symptom of a disease or condition.

1.43“Initial CMV Indication” shall have the meaning given in Section 2.1(a).

1.44“Initial EBV Indications” shall have the meaning given in Section 2.1(a).

1.45“Initial [ * ] Programs Budget” shall have the meaning given in Section 2.6(f).

1.46“Institute Background IP Improvements” shall have the meaning given in Section 9.4.

1.47“Institute Indemnitees” shall have the meaning given in Section 12.1.

1.48“Institute Inventions” shall have the meaning given in Section 9.1.

1.49“[ * ] Programs” shall have the meaning given in Section 2.6(a) of the License Agreement.

1.50“Interim Reports” shall have the meaning given in Section 8.1.

1.51“Inventions” shall have the meaning given in Section 9.1.

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

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1.52“Joint Inventions” shall have the meaning given in Section 9.2.

1.53“Joint Steering Committee” or “JSC” shall have the meaning given in Section 3.1.

1.54“License Agreement” means the Amended and Restated Exclusive License Agreement of even date herewith, by and between Institute and Atara.

1.55“Licensed Products” shall have the meaning given in the License Agreement.

1.56“LMP1” means latent membrane protein 1.

1.57“LMP2” means latent membrane protein 2.

1.58“Losses” shall have the meaning given in Section 12.1.

1.59“Major Market” shall have the meaning given in the License Agreement.

1.60“Minimum Research Contribution” shall have the meaning given in Section 4.2.

1.61“MS” shall have the meaning given in Section 2.1(a).

1.62“MSK Agreement” shall have the meaning given in the License Agreement.

1.63“New CTL Products” shall have the meaning given in Section 2.3(a).

1.64“New Research Information Package” shall have the meaning given in Section 2.3(b).

1.65“New Research Programs” shall have the meaning given in Section 2.3(a).

1.66“New Research Proposal” shall have the meaning given in Section 2.3(b).

1.67“NHL” shall have the meaning given in Section 2.1(a).

1.68“NPC” shall have the meaning given in Section 2.1(a).

1.69“Option” shall have the meaning given in the License Agreement.

1.70“Other Work” shall have the meaning given in Section 5.2.

1.71“Principal Investigator” means Professor Rajiv Khanna.

1.72“Program” means, on a Target-by-Target basis, any and all preclinical development, clinical development, manufacturing and commercialization activities with respect to any and all products directed to such Target.  Programs include (a) the Allogeneic Programs, (b) the Autologous Programs and (c) any New Research Programs.

1.73“Program [ * ]” shall have the meaning given in Section 2.3(a).

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

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1.74“[ * ] Payment” shall have the meaning given in Section 2.7(a)

1.75“[ * ] Capacity” shall have the meaning given in Section 2.7(a).

1.76“[ * ] Period” shall have the meaning given in Section 2.7(b).

1.77“Regulatory Approval” means with respect to a country or region, any and all approvals, licenses, registrations or authorizations of any Regulatory Authority necessary to commercially distribute, sell or market a product developed or commercialized under this Agreement or the License Agreement in such country or region, including, where applicable: (a) pre- and post-approval marketing authorizations; (b) labeling approval; and (c) technical, medical and scientific licenses, in each case necessary for commercial distribution, sale or marketing of such product in such country or region.

1.78“Regulatory Authority” means any Government Authority or other entity, in each case regulating or otherwise exercising authority with respect to the development, manufacturing or commercialization of a given product under this Agreement or the License Agreement in a given country or region, including the U.S. Food and Drug Administration (“FDA”), or any successor thereto, and the European Medicines Agency (“EMA”), or any successor thereto.  

1.79“Research Collaboration” shall have the meaning given in Section 2.1.

1.80“Research Milestone” shall have the meaning given in Section 4.4(a).

1.81“Research Milestone Payment” shall have the meaning given in Section 4.4(a).

1.82“Rules of Arbitration” shall have the meaning given in Section 14.2.

1.83“Target” means an antigen expressed on or in a cell, including [ * ].  For clarity, a Target may be [ * ] (collectively, a single “Target”). Unless otherwise specified, where the antigen is naturally occurring, a Target [ * ].  For clarity, (a) where a CTL Product is [ * ] antigen expressed on or in a cell in association with [ * ], EBV and/or CMV, [ * ], and (b) where a CTL Product is [ * ] associated with a [ * ] on or in a cell in association with the presence of, or infection of such cell by, EBV and/or CMV, or [ * ] EBV and/or CMV, [ * ].

1.84“Term” shall have the meaning given in Section 15.1.

1.85“Territory” means worldwide.

1.86“Third Party” means any Person (as defined in the License Agreement) other than Institute, Atara or any of their respective Affiliates.

1.87“[ * ] Milestone” shall have the meaning given in Section 4.4(b).

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

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1.88“[ * ] Period” shall have the meaning given in the License Agreement.

1.89“[ * ] Milestone Payment” shall have the meaning given in Section 4.4(b).

1.90“[ * ] Budget” shall have the meaning given in Section 2.6(f).

1.91“[ * ] Development Plan” shall have the meaning given in Section 2.6(e).

1.92“Wind Down Activities” shall have the meaning given in Section 15.5(b).

2.1Scope.  Pursuant to this Agreement, as further provided in this Article 2, during the Term:

The foregoing activities, as well as any New Research Programs conducted by the Parties pursuant to Section 2.3, and activities conducted pursuant to the License Agreement, together, shall be the “Research Collaboration”.

2.2Conduct of the Research Collaboration.  The Research Collaboration shall be conducted at Institute under the supervision of the Principal Investigator and shall commence promptly after the

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

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Original Effective Date.  Institute shall use Commercially Reasonable Efforts to conduct the Autologous Programs, and the Parties shall use Commercially Reasonable Efforts to conduct the Allogeneic Programs, in accordance with all applicable laws, rules and regulations, the terms and conditions of this Agreement, the Development Plan attached as Schedule 1.26(A) and incorporated by reference herein, and in the case of the Allogeneic Programs under the supervision of the JSC.  Institute will furnish the facilities, know-how, and technical skills necessary for performance of the Research Collaboration.  Anything in this Agreement to the contrary notwithstanding, Atara and Institute may at any time amend the scope of the Research Collaboration, including the Development Plan, by mutual written agreement and such amendment shall be affixed to this Agreement as a new Schedule 1.26 (A).  

2.3New Research.  

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

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

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2.4Diligence.  Each Party shall use Commercially Reasonable Efforts to conduct the Research Collaboration by performing the activities allocated to such Party pursuant to this Agreement and the Development Plan (including any activities relating to New Research Programs that the Parties mutually agree to include within the scope of the Research Collaboration).  

2.5Regulatory Activities.  Atara shall be solely responsible, at Atara’s expense, for preparing all submissions to any regulatory authority and making all regulatory filings in the Territory in relation to CTL Products arising from (a) activities conducted with respect to the Allogeneic CTL Programs, (b) activities conducted with respect to the Autologous CTL Programs (solely following the exercise of the EBV Autologous Option and/or the [ * ] Option, as applicable, pursuant to Section 2.2 of the License Agreement), and (c) New CTL Products and Program [ * ] arising out of New Research Programs conducted hereunder, in each case in accordance with Section 5.5 of the License Agreement.  Institute shall be solely responsible at Institute’s expense, for preparing all submissions to any regulatory authority

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

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and making all regulatory filings in the Territory in relation to CTL Products arising from activities conducted with respect to the Autologous CTL Programs prior to the exercise of the applicable Option pursuant to Section 2.2 of the License Agreement.

2.6Specific New Research Programs.

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

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

14

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

15

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

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

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3.1Management.  Within fifteen days (15) days after the Original Effective Date, the Parties shall establish a cross-functional, joint steering committee (the “Joint Steering Committee” or the “JSC”) which shall oversee the research collaboration between the Parties, including Allogeneic CTL Programs, Autologous Programs (solely following the exercise of the applicable Option pursuant to Section 2.2 of the License Agreement), and any agreed New Research Programs conducted under this Agreement and the License Agreement. In the case of the Autologous Programs prior to the exercise of the applicable Option, Institute shall report to the JSC (including prior to exercise of the EBV Autologous Option or the [ * ] Option) but the JSC shall have no power to vary or supervise such programs.

3.2Alliance Managers.

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

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

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Notwithstanding the foregoing roles and responsibilities, unless expressly set forth in this Agreement or the License Agreement, the JSC shall serve solely as a forum for information exchange with respect to any matters that relate to (i) regulatory matters, including the regulatory strategy and filings for Regulatory Approvals in the Territory, (ii) commercialization of CTL Products (whether or not arising out of this Agreement), (iii) changes to the Minimum Research Contribution or the Budget for activities under the Development Plan with respect to Allogeneic CTL Programs or New Research Programs, and (iv) subject to Article 13 of the License Agreement,  intellectual property strategy, including prosecution, maintenance and enforcement activities.

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

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

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4.1Autologous Programs.   Prior to the exercise of an Option, Institute shall conduct the applicable Autologous Programs (for which the Option has not been exercised) at Institute’s expense, in accordance with the activities set forth in the Development Plan with respect to such Autologous Programs.  

4.2Budget. Atara shall pay Institute the amounts set forth in the mutually agreed upon budget set forth in Schedule 1.26(B) (the “Budget”), incorporated herein, to cover all direct and indirect costs of the Allogeneic Programs, excluding (a) any New Research Programs, which shall be subject to a separate budget and funding to be mutually agreed by the Parties, and (b) the [ * ] Programs, for which budget and funding shall be subject to Section 2.6(f).  The Budget shall include, and Atara shall pay, during the first     [ * ] following the Original Effective Date, a minimum payment of [ * ] (the “Minimum Research Contribution”).  The allocation of the Minimum Research Contribution to activities under the Research

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

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Collaboration, and the timing of payments to be made to Institute out of such amount are set forth in the Development Plan.  The Parties may mutually agree upon changes to the Minimum Research Contribution (subject to [ * ] final decision making authority under Section 3.3(f) with respect to [ * ] thereto), or changes in the allocation of the Budget to activities under the Development Plan.  

4.3Changes to the Budget.  During the term of this Agreement, the Parties may discuss, subject to      [ * ] final decision making authority pursuant to Section 3.3(f) with respect to the Research Collaboration and any New Research Programs other than the [ * ] Programs, increases to the Budget for the Research Collaboration (or to any budget for any New Research Program), which may include, without limitation, increases in the number of Institute FTEs allocated to perform activities hereunder. For clarity, any budget increases for the [ * ] Programs shall be subject to Section 2.6(f)(iii).  As of the Execution Date, the Parties have mutually agreed upon a revised Budget for the CMV CTL Program and the EBV CTL Program, which excludes [ * ] and is attached to this Agreement as an amended Schedule 1.26(B) in an aggregate amount of [ * ] over the first [ * ] of the Research Collaboration.

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

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*Milestone payable only once with respect to each Allogeneic Licensed Product to achieve such Milestone.

**Milestone payable once for each Allogeneic CTL Product and for each Autologous CTL Product to achieve such Research Milestone.

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

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

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4.5Other Payments.  

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

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5.1Principal Investigator.  For the purpose of this Agreement and pursuant to Institute policy, Principal Investigator shall be responsible for the administration, direction, and content of the Research Collaboration, including expenditures under the Budget, and revisions to the allocation and individual expenditures within the overall framework, and subject to the overall cap, of the Budget, in each case necessary to accomplish the Research Collaboration.  Should the Principal Investigator leave Institute or otherwise become unavailable during the term of this Agreement, Institute may nominate a replacement. In the event that the Principal Investigator becomes unable or unwilling to continue the Research Collaboration, and a substitute reasonably acceptable to Atara is not available, Atara shall have the right to terminate the Research Collaboration and this Agreement by giving written notice to Institute.

5.2Other Commitments.  Except as otherwise agreed, it is further understood that Institute and the personnel performing the Research Collaboration may be or become involved in other activities and projects which entail commitments to other Third Parties (“Other Work”).  The Principal Investigator and the personnel performing the Research Collaboration will use Commercially Reasonable Efforts to progress the Research Collaboration in accordance with terms of Exhibit A, including any timelines set forth therein.  Institute and the personnel performing the Research Collaboration will each use their best efforts to avoid conflicts with the terms and obligations of this Agreement.  The Principal Investigator will provide Atara with written notice as soon as practicable if he becomes aware of a conflict or potential conflict that may materially impose upon his ability to perform activities under the Development Plan and this Agreement.  Nothing in this Agreement shall be construed to limit the freedom of Institute, or their researchers who are not participants in the Research Collaboration under this Agreement, from engaging in Other Work made under other agreements with other parties than Atara.  Notwithstanding the foregoing, Institute and the Principal Investigator shall use all reasonable efforts to distinguish the research performed in connection with the Research Collaboration under this Agreement from all Other Work, and shall keep records pertaining to such Other Work separately from the records to be maintained pursuant to Article 8.

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

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6.1Confidential Information.  Atara and Institute will treat and maintain the other Party’s Confidential Information in confidence using at least the same degree of care as the receiving Party uses to protect its own proprietary and confidential information of a like nature from the date of disclosure until     [ * ] after the termination or expiration of this Agreement, provided that a Party may designate one or more specific, defined items of Confidential Information as ‘Trade Secret’, by giving written notice to the other Party briefly outlining its reasons why longer protection is warranted, and in such case the other Party shall protect such information indefinitely unless and until Section 6.4 applies.  Confidential Information can be written, oral, or both.

6.2Relationship to Existing Confidentiality Agreement.  This Agreement supersedes that certain Confidential Disclosure Agreement entered into between Atara and Institute, dated May 28, 2015 (the “Existing Confidentiality Agreement”); provided that all “Confidential Information” disclosed by the disclosing party thereunder shall be deemed Confidential Information of the disclosing Party hereunder and shall be subject to the terms and conditions of this Agreement and the receiving party thereunder shall be bound by and obligated to comply with such terms and conditions as if they were the receiving Party hereunder.  The foregoing shall not be interpreted as a waiver of any remedies available to the disclosing party as a result of any breach, prior to the Original Effective Date, by the receiving party, respectively, of its obligations pursuant to the Existing Confidentiality Agreement.

6.3Permitted Disclosure.  Atara and Institute may use and disclose the other Party’s Confidential Information to their Affiliates, employees, agents, consultants, contractors, and, in the case of the Atara, its Sublicensees, in each case on a need to know basis for the purposes of such Affiliates, Sublicensees and Third Parties performing activities under this Agreement or the License Agreement, provided that such parties are bound by a like duty of confidentiality as that found in this Article 6.  Furthermore, Atara may disclose Institute’s Confidential Information to: (a) Atara’s potential or actual collaborators, partners, licensees and Sublicensees, and (b) potential or actual investment bankers, acquirers, lenders or investors, and (c) advisors of Atara or any of the foregoing in (a) and (b); each of whom, prior to disclosure, must be bound by similar obligations of confidentiality and non-use as set forth in this Article 6.  

6.4Limitations. Nothing contained herein will restrict or impair, in any way, the right of Atara or Institute to use or disclose any of the other Party’s Confidential Information:

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

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6.5Other Disclosures.  Atara or Institute also may disclose Confidential Information that is required to be disclosed: (i) to a governmental entity or agency in connection with seeking any governmental or regulatory approval, governmental audit, or other governmental contractual requirement; or (ii) by law, provided that the recipient uses reasonable efforts to give the Party owning the Confidential Information sufficient notice of such required disclosure to allow the Party owning the Confidential Information reasonable opportunity to object to, and to take legal action to prevent, such disclosure.  Notwithstanding anything to the contrary in this Agreement, Atara may disclose Confidential Information it receives pursuant to this Agreement, to its actual or potential investors, acquirors, advisors, Sublicensees, consultants and employees who are bound by obligations of confidentiality with respect thereto.

6.6Return of Information. Upon expiration or termination of this Agreement (unless the License Agreement remains in effect), or the request of the disclosing Party, if earlier, Atara and Institute will destroy or return any of the disclosing Party’s Confidential Information in its possession within [ * ] following the termination of this Agreement and provide each other with prompt written notice that such Confidential Information has been returned or destroyed.  Each Party may, however, retain one (1) copy of such Confidential Information for archival purposes in non-working files.  If the License Agreement remains in effect as of the date of termination or expiration of this Agreement, then all Confidential Information disclosed pursuant to this Agreement, if not returned or destroyed at the disclosing Party’s request pursuant to this Section 6.6, shall be deemed Confidential Information subject to the terms and conditions of Article 22 of the License Agreement.

7.1Publication.  Either party, consistent with academic standards, may publish or present the Data (as defined in Article 8 below), provided such publication or presentation does not disclose the other party’s Confidential Information. The Parties agree that any publication or presentation of Data shall appropriately cite the contributions of both Parties, using customary standards of scientific attribution.  Each Party shall provide the other Party with a copy of such publication or presentation [ * ] prior to submission for presentation or publication to permit protection of any Confidential Information and/or

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

29

patent rights, if desired and applicable.  The other Party shall have [ * ], after receipt of said copies, to object to such proposed presentation or proposed publication because it includes patentable subject matter which needs protection or because it includes Confidential Information of such other Party.  In the event that the other Party makes such objection, the publishing party shall refrain from making such publication or presentation for a maximum of [ * ] from date of receipt of such objection in order to allow the other Party to seek patent protection on any patentable Inventions included in the proposed publication or presentation, and the publishing Party shall remove the other Party’s Confidential Information from such publication or presentation before submitting or presenting it to any Third Party.  Atara further agrees that Institute shall have the first right to publish any results of the Research Collaboration, pursuant to the terms of this Article 7.  In the case of Confidential Information of Atara being results of the Research Collaboration, Institute may publish a publication or presentation containing such information after taking into account any comments by Atara in good faith and after allowing Atara to seek patent protection in accordance with this Section 7.1, unless Atara (acting reasonably) designates such information as a ‘Trade Secret’.

7.2No Use of Names.  Neither Party will use the name of the other Party or its employees in any advertisement, press release, or other publicity without prior written approval of the other Party.

8.1Reporting.  Each Party shall, in accordance with its established practice, keep complete and accurate records of the work performed under this Agreement, including all expenditures under the Budget.  Institute shall provide Atara with a written report, prior to any meeting of the JSC, or at such other frequency as is mutually agreed to by the Parties (the “Interim Reports”).  Such reports shall set forth, at a minimum: (a) the activities performed and to be performed under the Development Plan, (b) results generated during the conduct of the Research Collaboration, (c) any CTL Products, New CTL Products or [ * ] identified, (d) the quality and quantity of any materials (including without limitation biological or chemical compounds or raw materials) transferred by either party for the purposes of progressing the Research Collaboration and (e) material expenditures of funds under the Budget, and (f) subject to any obligations of confidentiality to any Third Party, a summary of activities of Atara and its Affiliates relevant to the research and development of CTL Products outside the Research Collaboration, excluding information regarding Atara’s activities under the MSK Agreement.  Institute shall provide a comprehensive final written report of all activities conducted, and all results and data generated (collectively “Data”) under the Autologous Programs, the Allogeneic Programs, and any New Research Programs within ninety (90) days after termination of this Agreement (“Final Report”).  During the

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

30

course of the Research Collaboration, Atara's representatives may consult informally with the Principal Investigator at his or her discretion and convenience regarding the Research Program.  Atara shall also be required to provide Interim Reports in accordance with this Section 8.1, on a Program-by-Program basis: (i) for the Allogeneic Programs, following completion of Phase I Clinical Trials for the applicable Allogeneic Program(s), and (ii) for the Autologous Programs, in consultation with Institute, following Atara’s exercise of the EBV Autologous Option or the [ * ] Option.

8.2Rights in Data.  Institute shall own all Interim Reports and the Final Report, and information and data contained therein or arising from the activities conducted under this Agreement and the Development Plan.  Subject to the provisions of Articles 6 and 7, Atara shall have the unencumbered right to use the Interim Reports and the Final Report, and any and all information and Data contained therein for any and all purposes, including the right to reference such Data and information in any regulatory filings in relation to any CTL Product, New CTL Product or Program [ * ] under this Agreement or the License Agreement, and shall have the right to grant or sublicense to others the right to so use and reference such Data and information.  

9.1Ownership. With the exception of the rights granted to Institute to perform its obligations under this Agreement, and the rights granted to Atara pursuant to the License Agreement, each Party shall retain all right, title and interest in and to its Background IP.  Except as provided in Section 9.4, inventorship/authorship of all patents, copyrights, trade secrets and other intellectual property rights, in and to all tangible materials (including without limitation all biological materials), inventions, discoveries, and software conceived or first made in the performance of the Research Collaboration under this Agreement (“Inventions”) will be determined in accordance with U.S. patent/copyright law, such that all Inventions that are conceived or made solely by one or more employees of Atara in the course of the Research Collaboration and are not Improvements (“Atara Inventions”) shall be owned solely by Atara and all Inventions which are conceived or made solely by one or more employees of Institute in performance of Research Collaboration and are not Improvements (“Institute Inventions”) shall be solely owned by Institute.

9.2Joint Inventions.  Inventions that are jointly conceived or reduced to practice by one or more employees, consultants or contractors of each Party, shall be jointly owned by the parties (each such invention, a “Joint Invention”).  Ownership of all Inventions shall vest in the party to whom the inventor has an obligation of assignment. Institute will obtain agreements securing the assignment to Institute of all Inventions and intellectual property rights from the Principal Investigator and all employees, other

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

31

agents and consultants who perform any part of the Research Collaboration at Institute that are necessary to enable Institute to grant to Atara all rights Institute purports to grant under this Agreement and the License Agreement.  Subject to the terms and conditions of the License Agreement, including any exclusive licenses granted thereunder (for such time as such licenses have effect), each Party shall have all rights under any jointly owned patent, patent application or other form of intellectual property protection relating to any Joint Invention to use, research, develop, and commercially exploit such Joint Invention and to license and sublicense Third Parties (through multiple tiers of sublicensing) to do so.

9.3Inclusion within the License Agreement.  All Institute Inventions arising under this Agreement shall be automatically included, upon their creation, within the Patent Rights and Know-How Rights under the License Agreement, and shall be subject to the terms and conditions of the License Agreement, including the licenses granted to Atara therein, provided that for clarity, Atara shall only have rights to practice under any such Institute Inventions in relation to (a) EBV-Specific Autologous Products following Atara’s exercise of the EBV Autologous Option in accordance with Sections 2.2(a)(i), 2.2(b) and 2.2(c) of the License Agreement, (b) [ * ] Autologous Products following the exercise of the [ * ] Option in accordance with Sections 2.2(a)(ii), 2.2(b) and 2.2(c) of the License Agreement, (c) [ * ] of the License Agreement, and (d) [ * ] of the License Agreement.

9.4Improvements to Background IP.  Notwithstanding Sections 9.1 and 9.2, Institute shall be the sole owner of any Inventions that are claimed or covered by patents and patent applications claiming priority to any patent or patent application included in the Patent Rights, as such Patent Rights exist as of the Original Effective Date (such Inventions, the “Institute Background IP Improvements”).  Atara shall assign, and hereby assigns to Institute, all of Atara’s right, title and interest in and to the Institute Background IP Improvements.  Without limiting the foregoing, Institute Background IP Improvements shall be included, upon their creation by either Party (or assignment by Atara to Institute in accordance with this Section 9.4, if applicable), within the Patent Rights, and shall be subject to the terms and conditions of the License Agreement, including the licenses granted therein.

9.5Option to License Atara IP.  In addition to such rights of reversion as are contained in the License Agreement, Atara will, prior to granting or offering to grant to any Third Party any license or other right to research, develop or commercially exploit any Atara Invention, first discuss with Institute in good faith for a period of not less than [ * ] whether, and on what terms, Institute may wish to use or license such Atara Invention in fields or applications not the subject of the License Agreement.

9.6Disclosure.  Institute will require the Principal Investigator and other investigators to promptly disclose all Inventions and Joint Inventions generated during the term of this Agreement to Institute’s

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

32

Business Development Office in accordance with Institute policy with respect to ownership and disclosure of Inventions (and Joint Inventions).  Institute or the Business Development Office of Institute , as applicable, will notify Atara promptly in writing following disclosure of a Institute Invention by any inventor, and disclose in confidence to Atara all Institute Inventions, including sufficient detail to enable Atara to evaluate such Institute Invention.  

9.7Patent Filings.  

9.8Except as expressly provided herein or in the License Agreement, nothing contained in this Agreement shall be deemed to grant either directly or by implication, estoppel, or otherwise any license under any patents, patent applications, or other proprietary interests to any other invention, discovery, or improvement of either Party.

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

33

All materials, including any CTLs, including progeny and modified or unmodified derivatives, exchanged pursuant to this Agreement shall remain the property of the providing Party and shall be used solely for the purposes of the Research Collaboration, unless otherwise mutually agreed in writing.  Upon expiration or termination of this Agreement, the unused portions of such materials will be returned promptly to the providing Party or will be disposed of as directed by the providing Party in writing.

In the event that Institute purchases supplies or equipment under the Budget for the Research Collaboration, title to such supplies and equipment shall vest in Institute, unless the Parties mutually agree otherwise in writing.

12.1Atara Indemnification.  Atara agrees to indemnify, defend and hold harmless Institute and its trustees, officers, staff, representatives and agents (“Institute Indemnitees”) against all damages, costs, expenses, losses and liabilities (“Losses”) actually awarded by a court of competent jurisdiction or agreed in settlement, as a result of any third party claims, demands, suits, or other actions (“Claims”) arising from (a) Atara’s use of the Data or Inventions in connection with Atara’s activities pursuant to the License Agreement, including the development and commercialization of CTL Products and any New CTL Products and Program Vaccines (in each case, if applicable), (b) Atara’s breach of this Agreement or the Development Plan (including without limitation Atara’s breach of its representations and warranties), (c) the negligent or wrongful acts or omissions or of any Institute officer, agent, or employee the negligent or intentional acts or omissions or breach of this Agreement (including without limitation Atara’s breach of its representations and warranties) by Atara and its officers, agents, and employees; provided that Atara will have no obligation to indemnify Institute Indemnitees to the extent that any such Claim is based on Institute’s negligence, willful misconduct or breach of this Agreement (including without limitation Institute’s breach of its representations and warranties).  

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

34

Except for the remittance of payments due pursuant to Section 4.4 and Schedule 1.12(B), whenever any notice is to be given hereunder, it shall be in writing and shall be deemed received, if delivered by courier on a business day, on the day delivered, or on the second business day following mailing, if sent by first-class certified or registered mail, postage prepaid, to the following addresses:

14.1Executive Resolution.  The parties shall initially seek amicably to settle all disputes (each, a “Dispute”) arising out of or in connection with this Agreement (including any Dispute relating to Development Plan and performance of activities thereunder) by negotiation, including discussion at the JSC, subject to the Parties’ respective final decision making authority as set forth in Section 3.3(f).  If, within [ * ] after written notice by either Party of the existence of a dispute, the Parties do not resolve such Dispute, then the Dispute shall be referred by the JSC to the Executive Officers from each Party for further negotiation.  If the Designated Executive Officers of each Party cannot resolve such Dispute, then subject to Sections 3.3(f) and 14.7, such Dispute will be referred to final binding arbitration in accordance with Sections 14.2 through 14.6.

14.2Arbitration.  Any Dispute referred for arbitration shall be finally settled under the Rules of the International Centre for Dispute Resolution (the “Rules of Arbitration”) then in force, by one arbitrator appointed in accordance with such Rules of Arbitration.  The Arbitral Tribunal shall be guided by the IBA Rules on the Taking of Evidence in International Arbitration, and there shall be no depositions.  The place

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

35

of the arbitration shall be New York, New York, United States of America.  The language of the arbitration shall be English.

14.3Selection of the Arbitrator.  Each arbitrator shall have [ * ] of experience in arbitrating disputes in the pharmaceutical industry, or of pharmaceutical licensing disputes and be admitted to practice law in the United States of America.  The arbitrator conducting the arbitration must and shall agree to render an award within [ * ] after the final hearing.  The arbitrator [ * ].  Without limiting any other remedies that may be available under Applicable Laws, the arbitrator shall have [ * ].

14.4Conduct of the Arbitration.  The Parties undertake to keep confidential all awards in their arbitration, together with all materials in the proceedings created for the purpose of the arbitration and all other documents produced by another Party in the proceedings not otherwise in the public domain, save and to the extent that disclosure may be required of a Party by legal duty or under Applicable Law, the rules and regulations of any stock exchange or quotation services on which such Party's stock is traded or quoted, to protect or pursue a legal right or to enforce or challenge an award in legal proceedings before a court or other judicial authority.

14.5Continued Performance.  Unless otherwise agreed in writing, the Parties will continue to perform their respective obligations under this Agreement during any arbitration or court proceeding seeking enforcement of an arbitral decision or award, and, unless this Agreement is in its entirety deemed null and void or is otherwise revoked or rescinded in its entirely, the Parties shall continue to perform their respective remaining obligations under this Agreement, and may continue to exercise their respective remaining rights and remedies thereunder, following any arbitration.

14.6Preliminary Injunctions.  Notwithstanding anything in this Agreement to the contrary, a Party may seek a temporary restraining order or a preliminary injunction from any court of competent jurisdiction in order to prevent immediate and irreparable injury, loss, or damage on a provisional basis, pending the decision of the arbitrator(s) on the ultimate merits of any Dispute.

14.7Patent Disputes.  Notwithstanding anything in this Agreement to the contrary, any dispute concerning inventorship that is not resolved within [ * ] following notice by one party to the other of the creation or reduction to practice of any Invention, and any dispute regarding any and all issues regarding the scope, construction, validity, and enforceability of any patent or patent application (including whether or not such patent or patent application should be included in the Patent Rights under the License Agreement) in a country within the Territory shall be determined in a court or other governmental authority of competent jurisdiction under the applicable patent laws of such country.

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

36

15.1Term.  This Agreement shall be effective from the Original Effective Date until all Research Milestone Payments under Section 4.4 have been paid, (the “Term”), unless earlier terminated in accordance with this Article 15.

15.2Termination of License Agreement.  This Agreement will terminate automatically in the event that the License Agreement is terminated, provided that prior to such termination of this Agreement becoming effective, the Parties shall cooperate to wind down the activities being conducted hereunder as set forth in Section 15.5(b).  

15.3Termination for Failure of the Research Collaboration.  This Agreement may be terminated by Institute or Atara at any time upon the giving of thirty (30) days' prior written notice to the other if either party determines, in its discretion, that the Research Collaboration is no longer academically, technically, or commercially feasible.

15.4Termination for Material Breach.  In the event that either party materially breaches any of its obligations under this Agreement and shall fail to remedy such default within thirty (30) days after written notice thereof, the party not in default shall have the option of terminating this Agreement by giving written notice of termination with an immediate effect to the defaulting party.

15.5Effects of Termination.  Following termination, but not expiration of this Agreement, the following shall apply:

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

37

15.6Survival.  Upon termination or expiration of this Agreement, any provisions herein which are intended to continue and survive such termination or expiration, including Articles 1, 6, 7, 9, 10, 12, 13, 14 and 16 through 23, and Sections 4.4 (to the extent that the License Agreement has not expired or terminated, and subject to Section 9.6(b) of the License Agreement) and 15.5 shall survive any expiration or termination of this Agreement.  

This Agreement shall be governed by the laws of the State of New York without regard to the conflict of law principles thereof. Any disputes arising hereunder shall be adjudicated accordance with Article 14.

No waiver by either Party of any breach or default of any of the agreements contained herein will be deemed a waiver as to any subsequent and/or similar breach or default.  No waiver of this Agreement is valid or binding on the Parties unless made in writing (identifying the provision that is waived) and signed on behalf of each Party.

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

38

Neither party hereto may assign or transfer any rights or obligations under this Agreement without the prior written consent of the other party, except that no such consent shall be required for a party to assign its rights or transfer its obligations to its Affiliates or in connection with the sale or transfer of the majority of its stock or all or substantially all of its assets to which this Agreement relates, whether as part of a merger, acquisition, or asset sale.  Any assignment in violation of this Agreement will be null and void.  This Agreement benefits and binds the parties and their respective successors and permitted assigns.

This Agreement, together with the License Agreement, any Manufacturing Agreement executed by the Parties, and any Exhibits to any of the foregoing, represents the entire understanding of the Parties and supersedes any prior or contemporaneous agreements or understandings between Principal Investigator or Institute with Atara with respect to the subject matter hereof.  Furthermore, no modification, supplement, or new agreement may be executed, prior to the expiration of this Agreement, between Institute and Atara with respect to the subject matter hereof, without formal written amendment to this Agreement, signed by all Parties.  

In performing their respective duties under this Agreement, each of the Parties will be operating as an independent contractor.  Nothing contained herein will in any way constitute any association, partnership, or joint venture between the Parties hereto, or be construed to evidence the intention of the Parties to establish any such relationship.  Neither Party will have the power to bind the other Party or incur obligations on the other Party’s behalf without the other Party’s prior written consent.

If any one or more of the provisions contained in this Agreement shall be held invalid, illegal, or unenforceable for any reason or in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.  

The headings of the Sections are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.  Except where the context otherwise

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

39

requires, wherever used, the use of any gender will be applicable to all genders, and the word “or” is used in the inclusive sense.  When used in this Agreement, “including” means “including without limitation”.  References to either Party include the successors and permitted assigns of that Party.  The Recitals are incorporated by reference into this Agreement.  The headings of this Agreement are for convenience of reference only and in no way define, describe, extend or limit the scope or intent of this Agreement or the intent of any provision contained in this Agreement.  The Parties have each consulted counsel of their choice regarding this Agreement, and, accordingly, no provisions of this Agreement will be construed against either Party on the basis that the Party drafted this Agreement or any provision thereof.  The official text of this Agreement, any notice given or accounts or statements required by this Agreement, and any dispute proceeding related to or arising hereunder, will be in English.  If any dispute concerning the construction or meaning of this Agreement arises, then reference will be made only to this Agreement as written in English and not to any translation into any other language.

This Agreement may be executed in one or more counterparts, each of which together shall constitute one and the same Agreement.  For purposes of executing this Agreement, a facsimile (including a PDF image delivered via email) copy of this Agreement, including the signature pages, will be deemed an original.  The Parties agree that neither Party will have any rights to challenge the use or authenticity of a counterpart of this Agreement based solely on that its signature, or the signature of the other Party, on such counterpart is not an original signature.

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

40

IN WITNESS WHEREOF, the undersigned have entered into this Agreement as of the date first set forth above.

Agreed and Accepted By:

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

41

SCHEDULE 1.26(A)

DEVELOPMENT PLAN

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

42

SCHEDULE 1.26(B)

DEVELOPMENT BUDGET

[ * ]

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

43

CMV EBV UPDATED BUDGET

[ * ]

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

44

NEW RESEARCH BUDGETS:

HPV BUDGET

[ * ]

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

45

BKV BUDGET

[ * ]

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

46

SCHEDULE 1.15

FTE RATES*

[  * ]

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

47

DEED OF AMENDMENT
TO
AMENDED AND RESTATED RESEARCH AND DEVELOPMENT COLLABORATION AGREEMENT

between

THE COUNCIL OF THE QUEENSLAND INSTITUTE OF MEDICAL RESEARCH

and

ATARA BIOTHERAPEUTICS, INC,

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

48

DEED OF AMENDMENT
TO
AMENDED AND RESTATED RESEARCH AND DEVELOPMENT COLLABORATION AGREEMENT

This Deed of Amendment To Amended and Restated Research and Development Collaboration Agreement (“Amendment”), entered into on 15 December 2017 and effective as of 1^st October 2017 (“Amendment Effective Date”), amending the Amended and Restated Research and Development Collaboration Agreement (“Agreement”) entered into on 23^rd September 2016 and effective as of the Original Effective Date (as defined therein), is made by and between Atara Biotherapeutics, Inc., having its principal offices at 611 Gateway Blvd #900, South San Francisco, California 94080, U.S.A. (“Atara”), and the Council of the Queensland Institute of Medical Research, a not-for-profit Institute organized and existing under the laws of the State of Queensland having its principal offices at 300 Herston Rd, Herston QLD 4006, Australia (“Institute”).  Each of Atara and Institute are referred to in this Amendment as a “Party”, and collectively as the “Parties”.

WHEREAS, Atara and Institute are parties to that certain Research and Development Collaboration Agreement (the “Original Research Agreement”), entered into on October 20, 2015;

WHEREAS, the Original Research Agreement has been amended and restated in the form of the Agreement;

WHEREAS, pursuant to the Original Research Agreement and the Agreement, the Parties have collaborated in relation to (inter alia) research and development activities to progress the development of novel allogeneic CTL therapies for use in treating oncology and autoimmune indications associated with the expression on or in cells, of Epstein Barr Virus (including all naturally occurring variants thereof) and/or cytomegalovirus (including all naturally occurring variants thereof) and/or BK Virus (including all naturally occurring variants thereof) and/or John Cunningham Virus (including all naturally occurring variants thereof) and/or Human Papillomavirus (including all naturally occurring variants thereof)   [ * ]; and

WHEREAS, the Parties desire to alter, and to extend the duration of, the Development Program (as defined in the Agreement) with respect to the Initial EBV Indications (as defined in the Agreement) and to increase the budget for such Development Program.

NOW, THEREFORE, Institute and Atara hereby agree to the following terms and conditions in this Amendment:

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

49

Except as otherwise defined herein, capitalized terms in this Amendment will have the same meanings as set forth in the Agreement.

The Agreement is hereby amended with effect from the Amendment Effective Date, as follows:

The Agreement shall otherwise continue in full force and effect in accordance with its terms.  Nothing in this Amendment prejudices or adversely affects any right, power, authority, discretion or remedy arising under the Agreement before the date of this Amendment, or discharges, releases or otherwise affects any liability or obligation arising under the Agreement before the date of this Amendment.

This Amendment shall be governed by the laws of the State of New York without regard to the conflict of law principles thereof. Any disputes arising hereunder shall be adjudicated accordance with Article 14 of the Agreement.

The headings of the Sections are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Amendment.  Except where the context otherwise requires, wherever used, the use of any gender will be applicable to all genders, and the word “or” is used in the inclusive sense.  When used in this Amendment, “including” means “including without limitation”.  References to either Party include the successors and permitted assigns of that Party.  The Recitals are incorporated by reference into this Amendment.  The headings of this Amendment are for convenience of reference only and in no way define, describe, extend or limit the scope or intent of this Amendment or the intent of any provision contained in this Amendment.  The Parties have each consulted counsel of their choice regarding this Amendment, and, accordingly, no provisions of this Amendment will be

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

50

construed against either Party on the basis that the Party drafted this Amendment or any provision thereof.  The official text of this Amendment, any notice given or accounts or statements required by this Amendment, and any dispute proceeding related to or arising hereunder, will be in English.  If any dispute concerning the construction or meaning of this Amendment arises, then reference will be made only to this Amendment as written in English and not to any translation into any other language.

This Amendment may be executed in one or more counterparts, each of which together shall constitute one and the same Agreement.  For purposes of executing this Amendment, a facsimile (including a PDF image delivered via email) copy of this Amendment, including the signature pages, will be deemed an original.  The Parties agree that neither Party will have any rights to challenge the use or authenticity of a counterpart of this Amendment based solely on that its signature, or the signature of the other Party, on such counterpart is not an original signature.

IN WITNESS WHEREOF, the undersigned have entered into this Amendment as of the date first set forth above.

Agreed and Accepted By:

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

51

Attachment 1

ADDITION TO SCHEDULE 1.26(A)

DEVELOPMENT PLAN

[ * ]

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

52

Attachment 2

REVISION TO SCHEDULE 1.26(B)

DEVELOPMENT BUDGET

[ * ]

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

53

DEED OF AMENDMENT NUMBER 2
TO
AMENDED AND RESTATED RESEARCH AND DEVELOPMENT COLLABORATION AGREEMENT

between

THE COUNCIL OF THE QUEENSLAND INSTITUTE OF MEDICAL RESEARCH

and

ATARA BIOTHERAPEUTICS, INC,

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

54

DEED OF AMENDMENT Number 2
TO
AMENDED AND RESTATED RESEARCH AND DEVELOPMENT COLLABORATION AGREEMENT

This Deed of Amendment Number 2 To Amended and Restated Research and Development Collaboration Agreement (“Amendment #2”), entered into on 24^th April 2018 and effective as of 1^st January 2018 (“Second Amendment Effective Date”), amending the Amended and Restated Research and Development Collaboration Agreement (“Agreement”) entered into on 23^rd September 2016 and effective as of the Original Effective Date (as defined therein), is made by and between Atara Biotherapeutics, Inc., having its principal offices at 611 Gateway Blvd #900, South San Francisco, California 94080, U.S.A. (“Atara”), and the Council of the Queensland Institute of Medical Research, a not-for-profit Institute organized and existing under the laws of the State of Queensland having its principal offices at 300 Herston Rd, Herston QLD 4006, Australia (“Institute”).  Each of Atara and Institute are referred to in this Amendment as a “Party”, and collectively as the “Parties”.

WHEREAS, Atara and Institute are parties to that certain Research and Development Collaboration Agreement (the “Original Research Agreement”), entered into on October 20, 2015;

WHEREAS, the Original Research Agreement has been amended and restated in the form of the Agreement;

WHEREAS, the Agreement was further amended by a Deed of Amendment between the Parties entered into on 15^th December 2017 and effective as of 1^st October 2017 (the “Amendment”);

WHEREAS, pursuant to the Original Research Agreement, the Agreement and the Amendment, the Parties have collaborated in relation to (inter alia) research and development activities to progress the development of novel allogeneic CTL therapies for use in treating oncology and autoimmune indications associated with the expression on or in cells, of Epstein Barr Virus (including all naturally occurring variants thereof) and/or cytomegalovirus (including all naturally occurring variants thereof) and/or BK Virus (including all naturally occurring variants thereof) and/or John Cunningham Virus (including all naturally occurring variants thereof) and/or Human Papillomavirus (including all naturally occurring variants thereof)  [ * ]; and

WHEREAS, the Parties desire to alter, and to extend the duration of, the Development Program (as defined in the Agreement) with respect to the Initial EBV, BKV, and HPV Indications (as defined in the Agreement) and to increase the budget for such Development Programs.

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

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NOW, THEREFORE, Institute and Atara hereby agree to the following terms and conditions in this Amendment:

Except as otherwise defined herein, capitalized terms in this Amendment #2 will have the same meanings as set forth in the Work Order and the Agreement.

The Agreement is hereby amended with effect from the Second Amendment Effective Date, as follows:

The Agreement shall otherwise continue in full force and effect in accordance with its terms.  Nothing in this Amendment #2 prejudices or adversely affects any right, power, authority, discretion or remedy arising under the Agreement before the Second Amendment Effective Date, or discharges, releases or otherwise affects any liability or obligation arising under the Agreement before the Second Amendment Effective Date.

The parties agree that as of the Amendment Effective Date to the date of execution, the Agreement terms as modified by this Amendment #2 have been ratified by the parties to have been properly executed.

This Amendment #2 shall be governed by the laws of the State of New York without regard to the conflict of law principles thereof. Any disputes arising hereunder shall be adjudicated accordance with Article 14 of the Agreement.

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

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The headings of the Sections are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Amendment #2.  Except where the context otherwise requires, wherever used, the use of any gender will be applicable to all genders, and the word “or” is used in the inclusive sense.  When used in this Amendment #2, “including” means “including without limitation”.  References to either Party include the successors and permitted assigns of that Party.  The Recitals are incorporated by reference into this Amendment #2.  The headings of this Amendment #2 are for convenience of reference only and in no way define, describe, extend or limit the scope or intent of this Amendment #2 or the intent of any provision contained in this Amendment #2.  The Parties have each consulted counsel of their choice regarding this Amendment #2, and, accordingly, no provisions of this Amendment #2 will be construed against either Party on the basis that the Party drafted this Amendment #2 or any provision thereof.  The official text of this Amendment #2, any notice given or accounts or statements required by this Amendment #2, and any dispute proceeding related to or arising hereunder, will be in English.  If any dispute concerning the construction or meaning of this Amendment #2 arises, then reference will be made only to this Amendment #2 as written in English and not to any translation into any other language.

This Amendment #2 may be executed in one or more counterparts, each of which together shall constitute one and the same agreement.  For purposes of executing this Amendment #2, a facsimile (including a PDF image delivered via email) copy of this Amendment #2, including the signature pages, will be deemed an original.  The Parties agree that neither Party will have any rights to challenge the use or authenticity of a counterpart of this Amendment #2 based solely on that its signature, or the signature of the other Party, on such counterpart is not an original signature.

[Signatures to follow on next page.]

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

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IN WITNESS WHEREOF, the undersigned have entered into this Amendment #2 as of the date first set forth above.

Agreed and Accepted By:

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

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Attachment 1

ADDITION TO SCHEDULE 1.26(A)

DEVELOPMENT PLAN

Additional activities for 2018 and 2019 R&D Program:

[ * ]

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

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Attachment 2

REVISION TO SCHEDULE 1.26(B)

DEVELOPMENT BUDGET

[ * ]

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

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DEED OF AMENDMENT Number 3
TO
AMENDED AND RESTATED RESEARCH AND DEVELOPMENT COLLABORATION AGREEMENT

between

THE COUNCIL OF THE QUEENSLAND INSTITUTE OF MEDICAL RESEARCH

and

ATARA BIOTHERAPEUTICS, INC,

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

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DEED OF AMENDMENT Number 3
TO
AMENDED AND RESTATED RESEARCH AND DEVELOPMENT COLLABORATION AGREEMENT

This Deed of Amendment Number 3 To Amended and Restated Research and Development Collaboration Agreement (“Amendment #3”), effective as of 1^st January 2018 (“Third Amendment Effective Date”), amending the Amended and Restated Research and Development Collaboration Agreement (“Agreement”) entered into on 23^rd September 2016 and effective as of the Original Effective Date (as defined therein), is made by and between Atara Biotherapeutics, Inc., having its principal offices at 611 Gateway Blvd #900, South San Francisco, California 94080, U.S.A. (“Atara”), and the Council of the Queensland Institute of Medical Research, a not-for-profit Institute organized and existing under the laws of the State of Queensland having its principal offices at 300 Herston Rd, Herston QLD 4006, Australia (“Institute”).  Each of Atara and Institute are referred to in this Amendment as a “Party”, and collectively as the “Parties”.

WHEREAS, Atara and Institute are parties to that certain Research and Development Collaboration Agreement (the “Original Research Agreement”), entered into on October 20, 2015;

WHEREAS, the Original Research Agreement has been amended and restated in the form of the Agreement;

WHEREAS, the Agreement was further amended by a Deed of Amendment between the Parties entered into on 15^th December 2017 and effective as of 1^st October 2017 and further amended by Deed of Amendment Number 2, entered into on 3^rd May 2018 and effective 1^st January 2018 (the “Amendment”) and further amended again by Deed of Amendment No 2 between the Parties effective 1 January 2018 (“Amendment #2”);

WHEREAS, pursuant to the Original Research Agreement, the Agreement and the Amendment, the Parties have collaborated in relation to (inter alia) research and development activities to progress the development of novel allogeneic CTL therapies for use in treating oncology and autoimmune indications associated with the expression on or in cells, of Epstein Barr Virus (including all naturally occurring variants thereof) and/or cytomegalovirus (including all naturally occurring variants thereof) and/or BK Virus (including all naturally occurring variants thereof) and/or John Cunningham Virus (including all naturally occurring variants thereof) and/or Human Papillomavirus (including all naturally occurring variants thereof)  [ * ]; and

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

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WHEREAS, Atara agrees to pay Institute at the rate of [ * ] per Full Time Employee (FTE) per year, for the following hires:

[ * ].

NOW, THEREFORE, Institute and Atara hereby agree to the following terms and conditions in this Amendment:

Except as otherwise defined herein, capitalized terms in this Amendment #3 will have the same meanings as set forth in the Work Order and the Agreement.

The Agreement is hereby amended with effect from the Third Amendment Effective Date, as follows:

Atara agrees to pay, for the period 1^st January 2018 through June 2018, [ * ].

Institute shall use Commercially Reasonable Efforts (as defined in the License Agreement) to ensure that the full-time employees (FTEs) assigned to perform activities for Atara programs devote at least eighty-five percent (85%) of their total working time to activities under the development plan of the Agreement or other activities under the Agreement, unless otherwise mutually agreed by the Parties.  

The Agreement shall otherwise continue in full force and effect in accordance with its terms.  Nothing in this Amendment #3 prejudices or adversely affects any right, power, authority, discretion or remedy arising under the Agreement before the Third Amendment Effective Date, or discharges, releases or otherwise affects any liability or obligation arising under the Agreement before the Third Amendment Effective Date.

The parties agree that as of the Amendment Effective Date to the date of execution, the Agreement terms as modified by this Amendment #3 have been ratified by the parties to have been properly executed.

This Amendment #3 shall be governed by the laws of the State of New York without regard to the conflict of law principles thereof. Any disputes arising hereunder shall be adjudicated accordance with Article 14 of the Agreement.

The headings of the Sections are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Amendment #3.  Except where the context

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

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otherwise requires, wherever used, the use of any gender will be applicable to all genders, and the word “or” is used in the inclusive sense.  When used in this Amendment #3, “including” means “including without limitation”.  References to either Party include the successors and permitted assigns of that Party.  The Recitals are incorporated by reference into this Amendment #3.  The headings of this Amendment #3 are for convenience of reference only and in no way define, describe, extend or limit the scope or intent of this Amendment #3 or the intent of any provision contained in this Amendment #3.  The Parties have each consulted counsel of their choice regarding this Amendment #3, and, accordingly, no provisions of this Amendment #3 will be construed against either Party on the basis that the Party drafted this Amendment #3 or any provision thereof.  The official text of this Amendment #3, any notice given or accounts or statements required by this Amendment #3, and any dispute proceeding related to or arising hereunder, will be in English.  If any dispute concerning the construction or meaning of this Amendment #3 arises, then reference will be made only to this Amendment #3 as written in English and not to any translation into any other language.

This Amendment #3 may be executed in one or more counterparts, each of which together shall constitute one and the same agreement.  For purposes of executing this Amendment #3, a facsimile (including a PDF image delivered via email) copy of this Amendment #3, including the signature pages, will be deemed an original.  The Parties agree that neither Party will have any rights to challenge the use or authenticity of a counterpart of this Amendment #3 based solely on that its signature, or the signature of the other Party, on such counterpart is not an original signature.

[Signatures to follow on next page.]

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

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IN WITNESS WHEREOF, the undersigned have entered into this Amendment #3 as of the date first set forth above.

Agreed and Accepted By:

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

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