LICENSE AGREEMENT Between ADAPTIMMUNE LIMITED (as licensee) And LIFE TECHNOLOGIES CORPORATION (as licensor)License Agreement • April 6th, 2015 • Adaptimmune Therapeutics PLC • Pharmaceutical preparations • 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”.
SUB-LICENSE AGREEMENT Between ADAPTIMMUNE LIMITED (as licensee) And LIFE TECHNOLOGIES CORPORATION (as licensor)Sub-License Agreement • April 6th, 2015 • Adaptimmune Therapeutics PLC • Pharmaceutical preparations
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”.
SERVICE AGREEMENTService Agreement • April 6th, 2015 • Adaptimmune Therapeutics PLC • Pharmaceutical preparations
andAssignment and Exclusive License • April 6th, 2015 • Adaptimmune Therapeutics PLC • Pharmaceutical preparations • England and Wales
COLLABORATION AND LICENCE AGREEMENTCollaboration and License Agreement • April 6th, 2015 • Adaptimmune Therapeutics PLC • Pharmaceutical preparations
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”).
SERVICE AGREEMENTService Agreement • April 6th, 2015 • Adaptimmune Therapeutics PLC • Pharmaceutical preparations
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
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
EMPLOYMENT AGREEMENTEmployment Agreement • April 6th, 2015 • Adaptimmune Therapeutics PLC • Pharmaceutical preparations • Pennsylvania
EMPLOYMENT AGREEMENT dated as of March 1, 2011 by and between GWEN BINDER-SCHOLL (the “Employee”) and ADAPTIMMUNE LLC, Delaware limited liability company (the “Company”; each of the Company and the Employee are referred to herein as “Party and collectively as the “Parties”), a solely owned subsidiary of ADAPTIMMUNE LIMITED.
ADAPTIMMUNE THERAPEUTICS LIMITED INVESTORS’ RIGHTS AGREEMENT FEBRUARY 23, 2015Investors’ Rights Agreement • April 6th, 2015 • Adaptimmune Therapeutics PLC • Pharmaceutical preparations • New York
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 23rd day of February, 2015, by and among Adaptimmune Limited, a private limited company organized under the laws of England and Wales (“Adaptimmune”), Adaptimmune Therapeutics Limited, a private limited company organized under the laws of England and Wales (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”.
Dated 2 March 2015 Underlease between Immunocore Limited and Adaptimmune Limited relating to Ground Floor West Wing Milton ParkUnderlease • April 6th, 2015 • Adaptimmune Therapeutics PLC • Pharmaceutical preparations
ADAPTIMMUNE LIMITED SERIES A PREFERRED SHARE PURCHASE AGREEMENT SEPTEMBER 23, 2014Series a Preferred Share Purchase Agreement • April 6th, 2015 • Adaptimmune Therapeutics PLC • Pharmaceutical preparations • New York
THIS SERIES A PREFERRED SHARE PURCHASE AGREEMENT (this “Agreement”), is made as of the 23rd day of September 2014 by and among Adaptimmune Limited, a private limited company incorporated under the laws of England and Wales (the “Company”) and the investors listed on Exhibit A attached to this Agreement (each a “Purchaser” and together the “Purchasers”).
Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested under 17 C.F.R. Sections 200.80(b)(4) and 230.406 SERVICES AGREEMENTServices Agreement • April 6th, 2015 • Adaptimmune Therapeutics PLC • Pharmaceutical preparations
This Services Agreement (the “Agreement”) dated as of December 13, 2012 (the “Effective Date”) is by and among ADAPTIMMUNE LIMITED (“Adaptimmune”), a limited company registered in England and Wales having its principal office at 57c Milton Park, Abingdon, Oxon OX14 4RX, United Kingdom, ADAPTIMMUNE, LLC (“Adaptimmune LLC”), a Delaware limited liability company having its principal office at University City Science Center, 3711 Market Street, 6th Floor, Philadelphia, PA 19104 (Adaptimmune and Adaptimmune LLC jointly and severally, the “Client”) and PROGENITOR CELL THERAPY, LLC, a Delaware limited liability company having its principal office at 4 Pearl Court, Suite C, Allendale, New Jersey 07401 (“PCT”). Each of Client and PCT are referred to herein a “Party” and are collectively referred to as the “Parties”. This Agreement incorporates by reference the terms and conditions set forth in Attachment B (“Attachment B”) attached hereto and made a part hereof. Capitalized terms not otherwise
LABORATORY AND PRODUCTION SERVICES MASTER AGREEMENTLaboratory and Production Services Master Agreement • April 6th, 2015 • Adaptimmune Therapeutics PLC • Pharmaceutical preparations • Delaware
THIS LABORATORY AND PRODUCTION SERVICES MASTER AGREEMENT (the “Agreement”), entered into and effective this 15th day of April, 2014 (the “Effective Date”), is by and between SAFC CARLSBAD, INC., located at 6211 El Camino Real, Carlsbad, CA 92009 (“SAFC”) and Adaptimmune Limited (“CLIENT”) located at 57c Milton Park, Abingdon, Oxon, OX14 4RX, England.
