Adaptimmune Therapeutics plc (a public limited company incorporated under the laws of England and Wales) 20,500,000 American Depositary Shares Representing an Aggregate of 123,000,000 Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • June 2nd, 2020 • Adaptimmune Therapeutics PLC • Biological products, (no disgnostic substances) • New York
ADAPTIMMUNE THERAPEUTICS PLC AMERICAN DEPOSITARY SHARES each representing 6 Ordinary Shares SALES AGREEMENTSales Agreement • August 30th, 2019 • Adaptimmune Therapeutics PLC • Biological products, (no disgnostic substances) • New York
Adaptimmune Therapeutics plc (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
DATED 24 October 2016Lease • November 10th, 2016 • Adaptimmune Therapeutics PLC • Biological products, (no disgnostic substances)
LR3. Parties to this lease Landlord MEPC MILTON PARK NO. 1 LIMITED (Company number 5491670) and MEPC MILTON PARK NO. 2 LIMITED (Company number 5491806), on behalf of MEPC Milton LP (LP No. LP14504), both of whose registered offices are at Lloyds Chambers 1 Portsoken Street London E1 8HZ Tenant ADAPTIMMUNE LIMITED (Company number 6456741) whose registered office is at 101 Park Drive Milton Park Abingdon Oxfordshire OX14 4RY Other parties ADAPTIMMUNE THERAPEUTICS PLC (Company number 9338148) whose registered office is at 101 Park Drive Milton Park Abingdon Oxfordshire OX14 4RY - Guarantor
EMPLOYMENT AGREEMENTEmployment Agreement • February 27th, 2024 • Adaptimmune Therapeutics PLC • Biological products, (no disgnostic substances) • Pennsylvania
This EMPLOYMENT AGREEMENT (this “Agreement”) is made as of February 26, 2024 by and between Adaptimmune, LLC (the “Company”), a limited liability corporation and wholly-owned subsidiary of Adaptimmune Limited, and Cintia Piccina, an individual residing at [*****] (“Executive”).
Astellas and Adaptimmune Enter into Agreement to Co-Develop and Co- Commercialize Stem-Cell Derived Allogeneic CAR-T and TCR T-Cell Therapies - Agreement covers the co-development and co-commercialization of up to three T-cell therapies - - Agreement...Co-Development and Co-Commercialization Agreement • January 14th, 2020 • Adaptimmune Therapeutics PLC • Biological products, (no disgnostic substances)
TOKYO and PHILADELPHIA, PA, OXFORDSHIRE, United Kingdom, January 14, 2020 (GLOBE NEWSWIRE) -- Astellas Pharma Inc. (TSE: 4503, President and CEO: Kenji Yasukawa, Ph.D., "Astellas"), through its wholly-owned subsidiary Universal Cells, Inc, and Adaptimmune Therapeutics plc (Nasdaq:ADAP), a leader in cell therapy to treat cancer, announced that they have entered into a co-development and co-commercialization agreement to bring new stem-cell derived allogeneic T-cell therapies to people with cancer.
LICENSE AGREEMENT Between ADAPTIMMUNE LIMITED (as licensee) And LIFE TECHNOLOGIES CORPORATION (as licensor)License Agreement • April 27th, 2015 • Adaptimmune Therapeutics PLC • Biological products, (no disgnostic substances) • Washington
This License Agreement (hereinafter called “LICENSE”), effective as of the EFFECTIVE DATE, is by and between Adaptimmune Limited, incorporated in the United Kingdom whose registered office is at 9400 Garsington Road, Oxford Business Park, Oxford, OX4 2HN, UK with a place of business at 57c Milton Park, Abingdon, Oxon, OX14 4RX, United Kingdom (“ADAPTIMMUNE”), and Life Technologies Corporation, a Delaware corporation (“LTC”) whose headquarters are located at 5791 Van Allen Way, Carlsbad, CA, 92008. Each of ADAPTIMMUNE and LTC is a “PARTY” hereunder, and may be collectively referred to as the “PARTIES”.
Underlease between Immunocore Limited and Adaptimmune Limited relating to Ground Floor Central Milton ParkUnderlease • October 13th, 2015 • Adaptimmune Therapeutics PLC • Biological products, (no disgnostic substances)
SUB-LICENSE AGREEMENT Between ADAPTIMMUNE LIMITED (as licensee) And LIFE TECHNOLOGIES CORPORATION (as licensor)Sub-License Agreement • April 27th, 2015 • Adaptimmune Therapeutics PLC • Biological products, (no disgnostic substances)
This Sub-License Agreement (hereinafter called “SUB-LICENSE”), effective as of the EFFECTIVE DATE, is by and between Adaptimmune Limited, incorporated in the United Kingdom, whose registered office is at at 9400 Garsington Road, Oxford Business Park, Oxford, OX4 2HN, UK with a place of business at 57c Milton Park, Abingdon, Oxon, OX14 4RX, United Kingdom, (“ADAPTIMMUNE”), and Life Technologies Corporation, a Delaware corporation (“LTC”) whose headquarters are located at 5791 Van Allen Way, Carlsbad, CA, 92008. Each of ADAPTIMMUNE and LTC is a “PARTY” hereunder, and may be collectively referred to as the “PARTIES”.
ADAPTIMMUNE THERAPEUTICS PLC (a public limited company organized under the laws of England and Wales) 10,000,000 American Depositary Shares Representing an Aggregate of 60,000,000 Ordinary Shares PURCHASE AGREEMENTPurchase Agreement • September 5th, 2018 • Adaptimmune Therapeutics PLC • Biological products, (no disgnostic substances) • New York
DATED 17th February 2020 and SERVICE AGREEMENT Penningtons Manches LLP Oxford Business Park Oxford OX4 2HN Tel: +44 (0)1865 722106 Fax: +44 (0)1865 201012Service Agreement • February 18th, 2020 • Adaptimmune Therapeutics PLC • Biological products, (no disgnostic substances)
FACILITIES AND SERVICE AGREEMENTFacilities and Service Agreement • May 1st, 2015 • Adaptimmune Therapeutics PLC • Biological products, (no disgnostic substances) • England and Wales
andAssignment and Exclusive License • April 27th, 2015 • Adaptimmune Therapeutics PLC • Biological products, (no disgnostic substances) • England and Wales
COLLABORATION AND LICENCE AGREEMENTCollaboration and License Agreement • April 27th, 2015 • Adaptimmune Therapeutics PLC • Biological products, (no disgnostic substances)
ADAPTIMMUNE THERAPEUTICS PLC $200,000,000 AMERICAN DEPOSITARY SHARES each representing 6 Ordinary Shares SALES AGREEMENTSales Agreement • April 8th, 2022 • Adaptimmune Therapeutics PLC • Biological products, (no disgnostic substances) • New York
Adaptimmune Therapeutics plc (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
AGREEMENT AND PLAN OF MERGER BY AND AmONG Adaptimmune therapeutics plc, AND tcr2 therapeutics inc. Dated as of March 5, 2023Merger Agreement • March 6th, 2023 • Adaptimmune Therapeutics PLC • Biological products, (no disgnostic substances) • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 5, 2023, is among Adaptimmune Therapeutics plc (“Parent”), a public limited company incorporated in England and Wales, CM Merger Sub, Inc. (“Merger Sub”), a Delaware corporation and an indirect wholly-owned subsidiary of Parent, and TCR2 Therapeutics Inc. (the “Company”), a Delaware corporation.
STRATEGIC ALLIANCE AGREEMENTStrategic Alliance Agreement • April 6th, 2017 • Adaptimmune Therapeutics PLC • Biological products, (no disgnostic substances) • Texas
This Strategic Collaboration Agreement (“Agreement”), effective as of the 23rd day of September, 2016 (“Effective Date”), is entered into by and between The University of Texas M. D. Anderson Cancer Center, with a place of business located at 1515 Holcombe Blvd., Houston, TX 77030, USA (“MD Anderson”), a member institution of The University of Texas System (“System”) and Adaptimmune LLC, with a place of business located at 2001 Market Street, Philadelphia, PA 1903, USA (“Adaptimmune”); and Adaptimmune Limited, with a place of business at 101 Milton Park, Abingdon, Oxfordshire, OX14 4RY (“Adaptimmune Limited”) (MD Anderson and Adaptimmune each a “Party” and collectively the “Parties”).
ADAPTIMMUNE THERAPEUTICS PLC $200,000,000 AMERICAN DEPOSITARY SHARES each representing 6 Ordinary Shares SALES AGREEMENTSales Agreement • August 10th, 2020 • Adaptimmune Therapeutics PLC • Biological products, (no disgnostic substances) • New York
Adaptimmune Therapeutics plc (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
Confidential Treatment Requested under 17 C.F.R. Sections 200.80(b)(4) and 230.406 andAssignment and Exclusive Licence • May 1st, 2015 • Adaptimmune Therapeutics PLC • Biological products, (no disgnostic substances) • England and Wales
EMPLOYMENT AGREEMENTEmployment Agreement • April 6th, 2015 • Adaptimmune Therapeutics PLC • Pharmaceutical preparations • Pennsylvania
This Employment Agreement (“Agreement”) is made effective as of this 18th day of February, 2015 (“Effective Date”), by and between Adaptimmune, LLC, a wholly-owned subsidiary of Adaptimmune Ltd. (“Company”) and Rafael Amado of 5 Ashwood Lane, Malvern, PA 19436 (“Executive”).
CLINICAL TRIAL COLLABORATION AND SUPPLY AGREEMENT by and between Merck Sharp & Dohme B.V., and Adaptimmune Limited Dated: October 27th, 2016Clinical Trial Collaboration and Supply Agreement • April 6th, 2017 • Adaptimmune Therapeutics PLC • Biological products, (no disgnostic substances) • New York
This CLINICAL TRIAL COLLABORATION AND SUPPLY AGREEMENT (this “Agreement”), made as of October 27, 2016 (the “Effective Date”), is by and between Merck Sharp & Dohme B.V., having a place of business at Waarderweg 39, 2031 BN Haarlem, Netherlands (“Merck”), and Adaptimmune Limited, having a place of business at 101 Park Drive, Milton Park, Abingdon Oxfordshire, OX14 4RY, UK (“Adaptimmune”). Merck and Adaptimmune are each referred to herein individually as “Party” and collectively as “Parties”.
AMENDED AND RESTATED RESEARCH COLLABORATION AND LICENCE AGREEMENT RELATING TO GENE EDITING AND HLA-ENGINEERING TECHNOLOGYResearch Collaboration and License Agreement • February 27th, 2020 • Adaptimmune Therapeutics PLC • Biological products, (no disgnostic substances) • England
This AMENDED AND RESTATED RESEARCH COLLABORATION AND LICENCE AGREEMENT (the “Agreement”) is made as of the 25th day of November 2015 (the “Effective Date”) and amended as of January 13, 2020 (the “Amendment Date”) by and between:
SERVICE AGREEMENTService Agreement • March 15th, 2017 • Adaptimmune Therapeutics PLC • Biological products, (no disgnostic substances)
DATED 13th August 2021Deed of Variation • August 13th, 2021 • Adaptimmune Therapeutics PLC • Biological products, (no disgnostic substances) • England
DATE : 13th August 2021 LANDLORD : MEPC MILTON PARK NO. 1 LIMITED (Company number 5491670) and MEPC MILTON PARK NO. 2 LIMITED (Company number 5491806), on behalf of MEPC Milton LP (LP No. 014504), both of whose registered offices are at Sixth Floor, 150 Cheapside, London EC2V 6ET TENANT : ADAPTIMMUNE LIMITED (Company number 6456741) whose registered office is at 60 Jubilee Avenue, Milton Park, Abingdon, Oxfordshire, England OX14 4RX GUARANTOR : ADAPTIMMUNE THERAPEUTICS PLC (Company number 9338148) whose registered office is at 60 Jubilee Avenue, Milton Park, Abingdon, Oxfordshire, England OX14 4RX
ContractAmendment Agreement No. 2 • March 17th, 2016 • Adaptimmune Therapeutics PLC • Biological products, (no disgnostic substances)
***Certain portions of this exhibit have been omitted based on a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The omitted portions have been filed separately with the Securities and Exchange Commission.
SERVICE AGREEMENTService Agreement • April 27th, 2015 • Adaptimmune Therapeutics PLC • Biological products, (no disgnostic substances)
VARIATION AGREEMENTVariation Agreement • February 18th, 2020 • Adaptimmune Therapeutics PLC • Biological products, (no disgnostic substances)
SEPARATION AND CONSULTING AGREEMENTSeparation and Consulting Agreement • March 6th, 2023 • Adaptimmune Therapeutics PLC • Biological products, (no disgnostic substances)
THIS SEPARATION AND CONSULTING AGREEMENT (together with Exhibit A, the “Agreement”) is made and entered into effective as of March 5, 2023 (“Effective Date”) by and between Adaptimmune, LLC (“Adaptimmune”) and Cintia Piccina (“Piccina”).
DATED 4th May 2022 and EMPLOYMENT AGREEMENTEmployment Agreement • May 4th, 2022 • Adaptimmune Therapeutics PLC • Biological products, (no disgnostic substances)
"Board" the "AT plc Board"the "Board" means the board of directors from time to time of Adaptimmune Therapeutics plc and includes any committee of the board of directors duly appointed by it; means the board of directors from time to time of the Company and includes any committee of the board of directors duly appointed by it; the "Company Share Option Scheme" means the share option scheme or schemes operated by the Company or any Group Company from time to time; “Competitor or Potential Competitor” means any firm, company or business organisation (including in each case any entity which directly or indirectly controls, is controlled by, or is under common control by any firm, company or business organisation) which, controls, provides or owns (i) any clinical or development program utilizing a T-cell therapy; (ii) any clinical or development program utilizing a T-cell transfected or transduced with the genetic sequence for any TCR or any CAR-T cell; or (iii) any manufactur
TERMINATION AND TRANSFER AGREEMENTTermination and Transfer Agreement • April 11th, 2023 • Adaptimmune Therapeutics PLC • Biological products, (no disgnostic substances)
This TERMINATION AND TRANSFER AGREEMENT (this “Agreement”) is entered into as of April 6, 2023 (the “Effective Date”), by and between Adaptimmune Limited (registered number 6456207) whose registered office is at 60 Jubilee Avenue, Milton Park, Abingdon, Oxon, OX14 4RX, United Kingdom (“Adaptimmune”), and GlaxoSmithKline Intellectual Property Development Limited whose registered office is at 980 Great West Road, Middlesex, TW8 9GS, United Kingdom (“GSK”). Each of Adaptimmune and GSK are sometimes referred to herein individually as a “Party” and together as the “Parties.”
Dated 23 February 2015Shareholders’ Agreement • April 6th, 2015 • Adaptimmune Therapeutics PLC • Pharmaceutical preparations
Agreement between Adaptimmune Limited and Immunocore Limited relating to and Plot A Park Drive Central Milton Park and Units 57A1, 57A2, 59B and 59CDE Jubilee Avenue Milton ParkAgreement • April 6th, 2015 • Adaptimmune Therapeutics PLC • Pharmaceutical preparations • England
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 10th, 2016 • Adaptimmune Therapeutics PLC • Biological products, (no disgnostic substances)
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “First Amendment”) is made effective (“Effective Date”) as of April 6, 2015, by and between Adaptimmune, LLC, a wholly-owned subsidiary of Adaptimmune Ltd. (“Company”), and Adrian Rawcliffe of Philadelphia, PA (“Executive”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Employment Agreement (as defined below).
SUB-LICENSE AGREEMENT Between ADAPTIMMUNE LIMITED (as licensee) And LIFE TECHNOLOGIES CORPORATION (as licensor)Sub-License Agreement • May 1st, 2015 • Adaptimmune Therapeutics PLC • Biological products, (no disgnostic substances)
This Exclusive License (hereinafter called “LICENSE”) is made and entered into by and among the United States Department of the Navy at the Naval Medical Research Center (hereinafter called “NAVY”), the Regents of the University of Michigan (hereinafter called “UM”), Dana Farber Cancer Institute, Inc. (hereinafter call “DFCI”) and Invitrogen Corporation, a Delaware corporation (hereinafter called “LICENSEE”) whose headquarters are located at 5791 Van Allen Way, Carlsbad, CA 92008. Each of NAVY, UM, DFCI and LICENSEE is a “PARTY” hereunder, and may be collectively referred to as the “PARTIES”. Each of the NAVY, UM and DFCI is a LICENSOR hereunder, and may be collectively referred to as the LICENSORS.
SHARE FOR SHARE EXCHANGE AGREEMENT relating to Adaptimmune LimitedShare Exchange Agreement • April 6th, 2015 • Adaptimmune Therapeutics PLC • Pharmaceutical preparations
Dated 2 March 2015 Underlease between Immunocore Limited and Adaptimmune Limited relating to Ground Floor East Wing Milton ParkUnderlease • April 6th, 2015 • Adaptimmune Therapeutics PLC • Pharmaceutical preparations
