Separation, Transition and General Release Agreement, by and between Elizabeth Homans and Lyell Immunopharma, Inc., dated December 15, 2022

For purposes of this Agreement, “Cause” for termination will mean any one or more of the following: (a) you are indicted for, convicted of, or plead guilty or nolo contendere to, a felony or crime involving moral turpitude; (b) you engage in conduct that constitutes willful gross negligence, willful misconduct, and, if curable, such breach remains uncured following fifteen (15) days prior written notice given by the Company to you specifying such conduct; (c) you breach any material covenant or any material provision of any agreement with the Company, including among other things, a willful and material breach of written Company policy, and, if curable, such breach remains uncured following fifteen (15) days’ prior written notice specifying such breach given by the Company to you; (d) your material violation of federal law or state law that the Board reasonably determines has had or is reasonably likely to have a material detrimental effect on the Company’s reputation or business; or (e) your act of fraud or dishonesty in the performance of your job duties. You shall receive your full Separation Benefits under this Agreement, regardless of whether the Company requests any advisory or transition services, unless this Agreement is terminated for Cause, as defined herein, by the Company.

On the Separation Date, the Company will pay you all accrued salary, and all accrued and unused vacation earned through the Separation Date, subject to standard payroll deductions and withholdings. You are entitled to these payments regardless of whether or not you sign this Agreement.

Provided that you timely execute this Agreement on or after the Separation Date and do not timely revoke the general release of claims set out in Section (4) below, you shall be entitled to receive the following payments and benefits in connection with your separation from employment with the Company:

The amount of $900,000, less applicable payroll withholdings and deductions, which constitutes the equivalent of eighteen (18) months of your annual base salary in effect as of the Separation Date, shall be paid through the Company’s normally scheduled payroll, beginning with the first payroll period following the sixtieth (60th) day after the Separation Date;

The amount of $360,000, less applicable payroll withholdings and deductions, which constitutes 100% of your annual target bonus for 2022, which shall be paid on or before March 15, 2023;

Any Company stock options granted to you that are outstanding as of the Separation Date (the “Stock Options”) shall continue to be exercisable and vest (as applicable) until the End Date and your Stock Options that are currently, or become, vested will be exercisable until the End Date (or a Change in Control, as defined in the Offer Letter, if earlier). In the event of a Change in Control before the End Date the vesting of your then unvested Stock Options will be accelerated. Your vested Stock Options shall continue to be governed in all respects by the governing plan documents and agreements. All equity awards shall terminate on the earlier of the End Date or a Change in Control; and

Provided that you timely elect continuation coverage under the Company’s group health plan pursuant to the Consolidated Omnibus Reconciliation Act of 1986, as amended (“COBRA”), the Company will reimburse you for COBRA premiums for you and your eligible dependents for a period beginning on the first day of the month following the Separation Date and ending on the earliest of (A) the eighteen (18) month anniversary of the Separation Date, (B) the date upon which you (or, as to coverage for an eligible dependent, such dependent) becomes covered under similar plans and (C) the date upon which you cease to be eligible for coverage under COBRA; and

Payment of your reasonable attorneys’ fees in connection with the negotiation of this Agreement, up to a maximum of $25,000, to be paid directly to Bergeson LLP upon receipt of an invoice from the firm in respect of services rendered in this matter.

In exchange for the consideration described in Section (3) of this Agreement, you hereby forever release and discharge the Company and its parents, Affiliates, successors, and assigns, as well as each of its past and present officers, directors, employees, agents, attorneys, and stockholders (collectively, the “Company Released Parties”), from any and all claims, charges, complaints, liens, demands, causes of action, obligations, damages, and liabilities, known or unknown, suspected or unsuspected, that you had, now have, or may hereafter claim to have against the Company Released Parties arising out of, or relating in any way to, your employment with, or separation from, the Company, or otherwise relating to any of the Company Released Parties from the beginning of time to the date you execute this Agreement. Your release specifically extends to, without limitation, any and all claims or causes of action for wrongful termination, breach of an express or implied contract, breach of the covenant of good faith and fair dealing, breach of fiduciary duty, fraud, misrepresentation, defamation, slander, infliction of emotional distress, disability, loss of future earnings, and any claims under any applicable state, federal, or local statutes and regulations, including, but not limited to, the Civil Rights Act of 1964, as amended, the Equal Pay Act of 1963, as amended, the Fair Labor Standards Act, as amended, the Age Discrimination in Employment Act of 1967, as amended, the Americans with Disabilities Act of 1990, as amended, the Rehabilitation Act of 1973, as amended, the Employee Retirement Income Security Act of 1974, as amended, the Worker Adjustment and Retraining Notification Act, as amended, the Fair Credit Reporting Act, Section 806 of the Sarbanes-Oxley Act, the Dodd-Frank Act, the Family and Medical Leave Act, as amended, and the California Family Rights Act, as amended, the California Fair Employment and Housing Act, as amended and California Labor Code et seq.; provided, however, that this Release does not waive, release or otherwise discharge any claim or cause of action arising from a breach by the Company of this Agreement or that cannot legally be waived, including, but not limited to, any claim for unpaid and undisputed earned wages, workers’ compensation benefits, unemployment benefits and any claims for indemnification pursuant to the Company’s bylaws, any applicable indemnification agreement, or applicable statutory or common law.

For the purpose of implementing a full and complete release, you understand and agree that this Agreement is intended to include all claims, if any, which you may have and which you do not now know or suspect to exist in your favor against the Company Released Parties and this Agreement extinguishes those claims. Accordingly, you expressly waive all rights afforded by Section 1542 of the Civil Code of the State of California (“Section 1542”) and any similar statute or regulation in any other applicable jurisdiction. Section 1542 states as follows:

This Agreement shall not prevent you from filing a charge with the Equal Employment Opportunity Commission, the National Labor Relations Board, or the Occupational Safety and Health Administration (or similar state or local agency), or from voluntarily communicating with, or participating in any investigation or proceeding that may be conducted by, any governmental agency, regulatory authority or self-regulatory organization concerning possible violations of law, including providing documents or other information in that connection to any governmental agency, regulatory authority or self-regulatory organization, in each case without notice to the Company or any other Company Released Party. Further, this Agreement shall not prevent you from disclosing any information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that you have reason to believe is unlawful.

You acknowledge that you have been given at least twenty-one (21) calendar days to consider the terms of this Agreement, although you may sign it sooner. You agree that any modifications, material or otherwise, made to this Agreement, do not restart or affect in any manner the original twenty-one (21) calendar day consideration period, which began to run on the date when the Company provided this Agreement to you.

You have seven (7) calendar days from the date on which you sign this Agreement to revoke your consent to the terms of this Agreement. Such revocation must be in accordance with the notices provisions in Section (19) of this Agreement. Notice of such revocation must be received by the Company within the seven (7) calendar days referenced above.

In the event of such revocation by you, this Agreement shall be null and void in its entirety and neither you nor the Company shall have any rights or obligations under this Agreement.

Provided that you do not revoke this Agreement pursuant to Section (6(b)) above, this Agreement shall become effective on the eighth (8^th) calendar day after the date on which you sign it (the “Effective Date”).

To the fullest extent permitted by law and subject to the permitted disclosures above in Section (4(c)) and otherwise provided for herein, at no time subsequent to the execution of this Agreement will you pursue, or cause or knowingly permit the prosecution, in any state, federal or foreign court, or before any local, state, federal or foreign administrative agency, or any other tribunal, of any charge, claim or action of any kind, nature and character whatsoever, known or unknown, which you may now have, have ever had, or may in the future have against Company Released Parties, which is based in whole or in part on any matter released by this Agreement.

Nothing in this Agreement shall prohibit you from filing a charge or complaint with a government agency where, as a matter of law, the parties may not restrict your ability to file such administrative complaints. However, you understand and agree that while this Agreement does not limit your right to receive an award for information provided to the Securities and Exchange Commission, to maximum extent permitted by law, you are otherwise waiving any and all rights you may have to individual relief based on any claims that you have released and any rights you have waived by signing this Agreement.

Nothing in this Agreement shall prohibit or impair the Parties from complying with all applicable laws, nor shall this Agreement be construed to obligate either Party to commit (or aid or abet in the commission of) any unlawful act.

Nothing in this Agreement shall prevent you from disclosing any information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that you have reason to believe is unlawful.

You hereby acknowledge that you are bound by that certain Employee Invention Assignment and Confidentiality Agreement dated September 17, 2018 that you signed upon commencement of your employment with the Company (the “Confidentiality Agreement”) and that as a result of your employment with the Company you have had access to the Company’s Confidential Information (as defined in the Confidentiality Agreement), that you will hold all Confidential Information in strictest confidence and that you will not make use of such Confidential Information on behalf of anyone. You further confirm that you have delivered to the Company all documents and data of any nature containing or pertaining to such Confidential Information and that you have not taken with you any such documents or data or any reproduction thereof.

You agree that:

During the Transition Period, you will not, directly or indirectly, solicit away any employees or consultants of the Company for your own benefit or for the benefit of any other person or entity, nor will you encourage or assist others to do so; or

You will not at any time, directly or indirectly, use the Company’s trade secrets to (A) solicit away any existing customer, vendor, supplier, licensor, lessor or lessee, joint venturer, consultant, agent or business partner of the Company, or encourage or assist others to do so, (B) solicit or encourage any customer, vendor, supplier, licensor, lessor or lessee, joint venturer, consultant, agent or business partner of the Company to cease doing business, or reduce the amount of business such party does, with the Company, or (C) interfere with, disrupt, or attempt to disrupt the business relationships (contractual or otherwise) existing (now or at any time in the future) between the Company and any third party (including any of its customers, vendors, suppliers, licensors, lessors or lessees, joint venturers, consultants, agents and partners).

The Parties will collaborate on mutually agreed upon standard language for written and oral public communications (including, without limitation, press releases and public filings) related to the termination of your employment (which the Parties will characterize as a voluntary resignation) and any material changes to the agreed-upon language will require the consent of both Parties prior to release. Notwithstanding the foregoing and subject to the permitted disclosures above in Section (4(c)) and otherwise provided for herein, you agree that you will not, at any time, make, directly or indirectly, any oral or written public statements that are disparaging of the Company, its products or services, or any of its present or former officers, directors or employees. The Company agrees, subject to the permitted disclosures above in Section (4(c)), as applicable, to instruct its directors and officers not to make, directly or indirectly, any oral or written public statements that are disparaging of you.

You agree that, no later than five (5) business days before the Separation Date, you will submit your final documented expense reimbursement statement reflecting all business expenses you incurred through the Separation Date, if any, for which you seek reimbursement. The Company will reimburse you for these expenses pursuant to its regular business practice.

Notwithstanding any other provision in this Agreement, it will not be a breach of the confidentiality or non-disparagement provisions contained in this Agreement for either Party to give truthful testimony and evidence, or otherwise defend itself, in response to a subpoena or other process of law or in connection with any court or arbitration proceeding or for either Party to exercise protected rights, to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation or order.

You represent and acknowledge that you have properly been paid for all hours worked for the Company and neither the Company nor any other Company Released Party owes you any wages, commissions, bonuses, sick pay, personal leave pay, severance pay, vacation pay or other compensation, benefits or payments or form of remuneration of any kind or nature, other than that specifically provided for in this Agreement.

You acknowledge that the Company is not entering into this Agreement because it believes that you have any cognizable legal claim against any of the Company Released Parties. If you elect not to sign this Agreement, the fact that this Agreement was offered will not be understood as an indication that any of the Company Released Parties believed that you were treated unlawfully in any respect.

You acknowledge that you have not filed any claims, complaints, or actions of any kind against the Company with any court of law, or local, state, or federal government or agency.

Name:

Title:

Rick Klausner M.D.

Founder and Board Chair