Adaptimmune Therapeutics PLC (Form: 20-F, Received: 03/17/2016 07:39:20)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

o	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

o	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

x	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from July 1, 2015 to December 31, 2015
OR

o	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 001-37368

ADAPTIMMUNE THERAPEUTICS PLC

(Exact name of Registrant as specified in its charter)

England and Wales

(Jurisdiction of incorporation or organization)

101 Park Drive, Milton Park

Abingdon, Oxfordshire OX14 4RY

United Kingdom

(44) 1235 430000

(Address of principal executive offices)

ADAPTIMMUNE LLC

Two Commerce Square

Suite 1700, 2001 Market Street

Philadelphia, PA 19103

United States of America

(215) 825 9260

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

James J. Noble, Chief Executive Officer

Adaptimmune Therapeutics plc

101 Park Drive, Milton Park

Abingdon, Oxfordshire OX14 4RY

United Kingdom

(44) 1235 430000

Facsimile: (44) 1235 430001

james.noble@adaptimmune.com

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class		Name of each exchange on which registered
American Depositary Shares, each representing 6 Ordinary Shares, par value £0.001 per share		The Nasdaq Stock Market LLC

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

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Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 424,711,900 ordinary shares, par value £0.001 per share.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

o Yes x No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

o Yes x No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

x Yes o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

o Yes x No

(not required)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o

Accelerated filer o

Non-accelerated filer x

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP o

International Financial Reporting Standards as issued
by the International Accounting Standards Board x

Other o

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

o Item 17 o Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

o Yes o No

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		Page

GENERAL INFORMATION		ii
PRESENTATION OF FINANCIAL AND OTHER DATA		ii
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS		ii
PART I		1
Item 5.	Operating and Financial Review and Prospects	1
A.	Operating Results	2
B.	Liquidity and Capital Resources	13
C.	Research and Development, Patents and Licenses, etc.	15
D.	Trend Information	15
E.	Off- Balance Sheet Arrangements	15
F.	Tabular Disclosure of Contractual Obligations	16
G.	Safe Harbor	16
Item 8.	Financial Information	16
A.7	Legal Proceedings	16
PART II		17
Item 13.	Defaults, Dividend Arrearages and Delinquencies	17
Item 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds	17
PART III		18
Item 17 .	Financial Statements	18
Item 18 .	Financial Statements	18
Item 19 .	Exhibits	18

Explanatory Note

On October 13, 2015, Adaptimmune Therapeutics plc (together with its consolidated subsidiaries, the “Company”) announced a change of fiscal year end from June 30 to December 31, 2015 to align fiscal reporting more closely with comparable companies in the industry which use calendar years and to provide more efficient reporting for U.S. investors. As a result, the Company is required to file this Transition Report on Form 20-F for the transition period of July 1, 2015 to December 31, 2015. After filing the Transition Report, the Company’s next fiscal year end will be December 31, 2016. A comparison of our operating results for the 6-month periods ended December 31, 2015 and 2014 has been included within ITEM 5.A. Financial information presented in this Form 20-F for the six months ended December 31, 2014 and discussion of calendar year data has not been audited and is presented for comparative purposes only. The Company notes that this Transition Report on Form 20-F is filed pursuant to Rule 13a-10(g)(4) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which permits the Company to respond to only Items 5, 8.A.7., 13, 14 and 17 or 18 of Form 20-F.

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GENERAL INFORMATION

In this Transition Report on Form 20-F (“Transition Report”), “Adaptimmune,” the “Group,” the “Company,” “we,” “us” and “our” refer to Adaptimmune Therapeutics plc and its consolidated subsidiaries, except where the context otherwise requires. “Adaptimmune®” is a registered trademark of Adaptimmune.

PRESENTATION OF FINANCIAL AND OTHER DATA

The consolidated financial statement data as of December 31, 2015, June 30, 2015 and 2014 and for the six months ended December 31, 2015 and years ended June 30, 2015, 2014 and 2013 have been derived from our consolidated financial statements, as presented elsewhere in this Transition Report, which have been prepared in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB, and as adopted by the European Union and audited in accordance with the standards of the Public Company Accounting Oversight Board (United States).

All references in this Transition Report to “$” are to U.S. dollars, all references to “£” are to pounds sterling and all references to “€” are to Euros. Solely for the convenience of the reader, unless otherwise indicated, all pounds sterling amounts as of and for the six months ended December 31, 2015 have been translated into U.S. dollars at the rate as of December 31, 2015, the last business day of our transition period ended December 31, 2015, of £1.00 to $1.4746. These translations should not be considered representations that any such amounts have been, could have been or could be converted into U.S. dollars at that or any other exchange rate as of that or any other date.

Prior to a corporate reorganization completed on April 1, 2015, described fully in the notes to the financial statements within Item 18 of this Form 20-F, we conducted our business through Adaptimmune Limited and its subsidiary, and therefore our historical financial statements for the years ended June 30, 2014 and 2013 present the consolidated results of operations of Adaptimmune Limited. Following the corporate reorganization, our financial statements present the consolidated results of Adaptimmune Therapeutics plc.

INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

This Transition Report contains forward-looking statements that are based on our current expectations, assumptions, estimates and projections about us and our industry. All statements other than statements of historical fact in this Transition Report are forward-looking statements.

These forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other factors that could cause our actual results of operations, financial condition, liquidity, performance, prospects, opportunities, achievements or industry results, as well as those of the markets we serve or intend to serve, to differ materially from those expressed in, or suggested by, these forward-looking statements. These forward-looking statements are based on assumptions regarding our present and future business strategies and the environment in which we expect to operate in the future. Important factors that could cause those differences include, but are not limited to:

· our ability to advance our NY-ESO T-cell receptor, or TCR, therapeutic candidate to a point where GlaxoSmithKline, or GSK, exercises the option to license the product;

· our ability to successfully advance our MAGE-A10 therapeutic candidate through clinical development;

· the success, cost and timing of our product development activities and clinical trials;

· our ability to successfully advance our technology platform to improve the safety and effectiveness of our existing TCR therapeutic candidates and to submit Investigational New Drug Applications, or INDs, for new TCR therapeutic candidates;

· the rate and degree of market acceptance of T-cell therapy generally and of our TCR therapeutic candidates;

· government regulation and approval, including, but not limited to, the expected regulatory approval timelines for TCR therapeutic candidates;

· patents, including, any legal challenges thereto or enforcement of patents against us;

· the level of pricing and reimbursement for our TCR therapeutic candidates;

· general economic and business conditions or conditions affecting demand for our TCR therapeutic candidates in the markets in which we operate, both in the United States and internationally;

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· volatility in equity markets in general and in the biopharmaceutical sector in particular;

· fluctuations in the price of materials and bought-in components;

· our relationships with suppliers and other third-party providers;

· increased competition from other companies in the biotechnology and pharmaceutical industries;

· claims for personal injury or death arising from the use of our TCR therapeutic candidates;

· changes in our business strategy or development plans, and our expected level of capital expenses;

· our ability to attract and retain qualified personnel;

· regulatory, environmental, legislative and judicial developments including a regulatory requirement to place any clinical trials on hold or to suspend any trials;

· a change in our status as an emerging growth company under the JOBS Act; and

· additional factors that are not known to us at this time.

Additional factors that could cause actual results, financial condition, liquidity, performance, prospects, opportunities, achievements or industry results to differ materially include, but are not limited to, those discussed under “Risk Factors” in our Annual Report on Form 20-F filed with the SEC on October 13, 2015 (the “20-F Annual Report”). Additional risks that we may currently deem immaterial or that are not presently known to us could also cause the forward-looking events discussed in this Transition Report not to occur. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect” and similar words are intended to identify estimates and forward-looking statements. Estimates and forward-looking statements speak only at the date they were made, and we undertake no obligation to update or to review any estimate and/or forward-looking statement because of new information, future events or other factors. Estimates and forward-looking statements involve risks and uncertainties and are not guarantees of future performance. Our future results may differ materially from those expressed in these estimates and forward-looking statements. In light of the risks and uncertainties described above, the estimates and forward-looking statements discussed in this Transition Report might not occur, and our future results and our performance may differ materially from those expressed in these forward-looking statements due to, inclusive of, but not limited to, the factors mentioned above. Because of these uncertainties, you should not make any investment decision based on these estimates and forward-looking statements.

iii

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PART I

Item 5. Operating and Financial Review and Prospects.

The following discussion of our financial condition and results of operations should be read in conjunction with “Item 3. Key information — A. Selected Financial Data,” of our 20-F Annual Report and our consolidated financial statements included elsewhere in this Transition Report, which have been prepared in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB, and audited in accordance with the standards of the Public Company Accounting Oversight Board (United States).

The statements in this discussion regarding industry outlook, our expectations regarding our future performance, liquidity and capital resources and other non-historical statements are forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described in “Risk Factors” and “Forward-Looking Statements” in our 20-F Annual Report. Our actual results may differ materially from those contained in or implied by any forward-looking statements.

Solely for the convenience of the reader, unless otherwise indicated, all pounds sterling amounts as of and for the period ended December 31, 2015 have been translated into U.S. dollars at the rate as of December 31, 2015, the last business day of our transition period ended December 31, 2015, of £1.00 to $1.4746. These translations should not be considered representations that any such amounts have been, could have been or could be converted into U.S. dollars at that or any other exchange rate as of that or any other date.

Prior to a corporate reorganization completed on April 1, 2015, described fully in the notes to the financial statements within Item 18 of this Form 20-F, we historically conducted our business through Adaptimmune Limited and its subsidiary, and therefore our historical financial statements for the years ended June 30, 2014 and 2013 present the consolidated results of operations of Adaptimmune Limited. Following the corporate reorganization, our financial statements present the consolidated results of Adaptimmune Therapeutics plc.

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A. Operating Results

Important Financial and Operating Terms and Concepts

Revenue

To date, we have not generated any revenue from the sales of our TCR therapeutic candidates. Our revenues have been solely derived from our collaboration and license agreement with GSK (the “GSK Collaboration and License Agreement”). The terms of this arrangement contain multiple milestones associated with: (i) co-development of our NY-ESO TCR therapeutic candidate, (ii) associated manufacturing optimization work and (iii) co-development of other TCR target programs. GSK is also obligated to pay us certain milestone fees, which are generally non-refundable and are payable upon satisfactory completion of specified research and development activities.

In February 2016, the terms of the GSK Collaboration and License Agreement were expanded by an amendment agreement that became effective on February 2, 2016 (the “Amendment Agreement”). The Amendment Agreement accelerates the development of our NY-ESO TCR therapeutic candidate towards pivotal trials in synovial sarcoma, as well as the exploration of development in myxoid round-cell liposarcoma. The Amendment Agreement also provides the opportunity for up to eight combination studies using our NY-ESO TCR therapeutic candidate. The Amendment Agreement increases the potential development milestones that the Company is eligible to receive.

We recognize revenue to the extent that we obtain the right to consideration in exchange for performance and measure it at the fair value of the consideration received excluding Value-Added Tax (“VAT”). If a payment is for multiple deliverables, then an allocation of the fair value of each deliverable is assessed based on available evidence, judgment is required to attribute the fair value to the various elements.

Where a deliverable has only been partially completed at the balance sheet date, revenue is calculated by reference to the value of services performed as a proportion of the total services to be performed for each deliverable or on a straight-line basis if the pattern of performance cannot be estimated. The amount of revenue recognized is limited to non-refundable amounts already received or reasonably certain to be received. We consider payments reasonably certain to be received at the point that satisfactory criteria are agreed with GSK. Where payments are received from customers in advance of services provided, the amounts are recorded as deferred income and included within current liabilities or non-current liabilities, depending on when the services are expected to be delivered.

Research and Development Expenses

Research and development expenses consist principally of:

· salaries for research and development staff and related expenses, including benefits;

· costs for production of preclinical compounds and drug substances by contract manufacturers;

· fees and other costs paid to contract research organizations in connection with additional preclinical testing and the performance of clinical trials;

· costs of related facilities, materials and equipment;

· costs associated with obtaining and maintaining patents and other intellectual property;

· amortization and depreciation of property, plant and equipment and intangible assets used to develop our TCR therapeutic candidates; and

· share-based compensation expenses.

We expense research and development costs as incurred. We recognize costs for certain development activities based on an evaluation of the progress to completion of specific tasks using information and data provided to us by our vendors and our clinical sites.

Our research and development expenses may vary substantially from period to period based on the timing of our research and development activities, which depends upon the timing of initiation of clinical trials and the rate of enrollment of patients in clinical trials. We expect research and development expenses to increase as we advance the development of our preclinical TCR therapeutic candidates. The successful development of our TCR therapeutic candidates is highly uncertain. At this time, we cannot reasonably estimate the nature, timing and estimated costs of the efforts that will be necessary to complete the development of, or the period, if any, in which material net cash inflows may commence from, any of our TCR therapeutic candidates.

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We may never succeed in achieving regulatory approval for any of our TCR therapeutic candidates. The duration, costs, and timing of clinical trials and development of our TCR therapeutic candidates will depend on a variety of factors, including:

· the scope, rate of progress, and expense of our ongoing as well as any additional clinical trials and other research and development activities;

· uncertainties in clinical trial enrollment rates;

· future clinical trial results;

· significant and changing government regulation; and

· the timing and receipt of any regulatory approvals.

A change in the outcome of any of these variables may significantly change the costs and timing associated with the development of that TCR therapeutic candidate. For example, if the FDA, or another regulatory authority, requires us to conduct clinical trials beyond those that we currently anticipate will be required for regulatory approval, or if we experience significant delays in enrollment in any of our clinical trials, we could be required to expend significant additional financial resources and time on the completion of clinical development.

General and Administrative Expenses

Our general and administrative expenses consist principally of:

· salaries for employees other than research and development staff, including benefits;

· business development expenses, including travel expenses;

· professional fees for auditors and other consulting expenses not related to research and development activities;

· professional fees for lawyers not related to the protection and maintenance of our intellectual property;

· cost of facilities, communication, and office expenses;

· information technology expenses;

· amortization and depreciation of property, plant and equipment and intangible assets not related to research and development activities; and

· share-based compensation expenses.

We expect that our general and administrative expenses will continue to increase, primarily due to the costs of operating as a public company, such as additional legal, accounting, and corporate governance expenses, including expenses related to compliance with the Sarbanes-Oxley Act, directors’ and officers’ insurance premiums, and investor relations. In addition, we were initially formed without our own administrative infrastructure and therefore relied on Immunocore Limited, a company with whom we have a shared history, to provide certain administrative services to us under a facilities and services agreement. Over the past 18 months we have put in place our own administrative infrastructure and therefore no longer rely on Immunocore to provide administrative services to us.

We also have a number of other agreements with Immunocore Limited, or Immunocore. See “Related Party Transactions- Agreements with Immunocore Limited” within our 20-F Annual Report.

Other Income

Other income consists of grant income primarily generated through research and development grant programs offered by the U.K. and EU governments, income arising from the UK R&D Expenditure Credit Scheme (the “UK RDEC Scheme”), which entitles us to a taxable reimbursement for eligible R&D expenditure, and income from Immunocore under a transitional services agreement.

Grant income is recognized as we incur and pay for qualifying costs and services under the applicable grant.

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The UK RDEC Scheme allows us to receive a cash rebate of 11% of qualifying R&D expenditure, which is not eligible for reimbursement under the UK R&D tax credits scheme, such as subsidized R&D expenditure. Any receipts under the UK RDEC Scheme are subject to UK corporation tax, which result in a net cash payment to us of 8.8% of qualifying expenditures.

Finance Income and Expense

Finance income includes interest earned on our cash and cash equivalents and short-term deposits as well as net foreign exchange gains. Finance expense consists primarily of interest charged on any bank overdrafts and net foreign exchange losses.

Taxation

We are subject to corporate taxation in the United Kingdom. Our subsidiary Adaptimmune LLC is subject to corporate taxation in the United States. Our tax recognized represents the sum of the tax currently payable or recoverable. No deferred tax assets are recognized on our losses carried forward because there is currently no indication that we shall make sufficient profits to utilize these tax losses.

As a company that carries out extensive research and development activities, we benefit from the U.K. research and development tax credit regime for small and medium sized companies, whereby our principal research subsidiary company, Adaptimmune Limited, is able to surrender the trading losses that arise from its research and development activities for a payable tax credit of up to 33.4% of eligible research and development expenditures. Qualifying expenditures largely comprise employment costs for research staff, consumables and certain internal overhead costs incurred as part of research projects for which we do not receive income. Subcontracted research expenditures are eligible for a cash rebate of up to 21.7%. A large proportion of costs in relation to our pipeline research, clinical trials management and manufacturing development activities, all of which are being carried out by Adaptimmune Limited, are eligible for inclusion within these tax credit cash rebate claims.

We may not be able to continue to claim research and development tax credits (“R&D tax credits”) in the future as we increase our personnel and expand our business because we may no longer qualify as an SME (small or medium-sized enterprise). In order to qualify as an SME for R&D tax credits, we must continue to be a company with fewer than 500 employees and also have either an annual turnover not exceeding €100 million or a balance sheet not exceeding €86 million.

We cannot claim such R&D tax credits on research and development considered as subsidized expenditures. However, R&D expenditure which is not eligible for reimbursement under the UK R&D tax credits scheme may be reimbursed under the UK RDEC scheme. Receipts under the UK RDEC Scheme are presented within Other income as they are similar in nature to grant income.

Unsurrendered tax losses can be carried forward to be offset against future taxable profits. After accounting for tax credits receivable, there are accumulated tax losses for carry forward in the United Kingdom amounting to £28.8 million at December 31, 2015. These tax losses do not expire. No deferred tax asset is recognized in respect of accumulated tax losses on the basis that suitable future trading profits are not sufficiently certain.

We may also benefit in the future from the United Kingdom’s “patent box” regime, which would allow certain profits attributable to revenues from patented products to be taxed at a rate that over time will be reduced to 10%. As we have many different patents covering our products, future upfront fees, milestone fees, product revenues, and royalties may be taxed at this favorably low tax rate.

VAT is charged on all qualifying goods and services by VAT-registered businesses. An amount of 20% of the value of the goods or services is added to all sales invoices and is payable to the U.K. tax authorities. Similarly, VAT paid on purchase invoice paid by Adaptimmune Limited and Adaptimmune Therapeutics plc is reclaimable from the U.K. tax authorities.

Intangib l e Assets

On November 25, 2015, we entered into a Research Collaboration and License Agreement relating to gene editing and HLA-engineering technology with Universal Cells, Inc. (“Universal Cells”). The Company intends to use the licensed technology to develop affinity enhanced donor T cells that are universally applicable. We paid an upfront license fee of £1.7 million ($2.5 million) to Universal Cells for in-process R&D and will make further payments of up to $44 million if certain development and product milestones are achieved. Universal Cells would also receive a profit-share payment for the first product, and royalties on sales of other products utilizing its technology.

The upfront payment has been capitalized as an in-process research and development, or IPR&D, asset in accordance with IAS 38, Intangible assets . IPR&D assets are not amortized until successfully developed, but evaluated for potential impairment on an annual basis or when facts and circumstances warrant.

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Critical Judgments in Applying our Accounting Policies

In the application of our accounting policies, we are required to make judgments, estimates, and assumptions about the value of assets and liabilities for which there is no definitive third party reference. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

Our estimates and assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revisions and future periods if the revision affects both current and future periods.

The following are our critical judgments, except those involving estimation uncertainty, that we have made in the process of applying our accounting policies and that have the most significant effect on the amounts recognized in our consolidated financial statements included elsewhere in this Transition Report.

Revenue Recognition

Our revenue to date has been solely derived from the GSK Collaboration and License Agreement. The terms of this arrangement contain multiple milestones associated with: (i) co-development of our NY-ESO TCR therapeutic candidate, (ii) associated manufacturing optimization work and (iii) co-development of other TCR target programs. GSK is also obligated to pay us certain milestone fees, which are generally non-refundable and are payable upon satisfactory completion of specified research and development activities.

We recognize revenue to the extent that we obtain the right to consideration in exchange for performance and measure it at the fair value of the consideration received excluding VAT. If a payment is for multiple deliverables, then an allocation of the fair value of each deliverable is assessed based on available evidence, judgment is required to attribute the fair value to the various elements.

We regularly review and monitor the performance of the GSK Collaboration and License Agreement in terms of the proportion of total services to be performed for each deliverable and the period of time over which the revenue is deferred based on facts known at the time. If circumstances arise that may change the original estimates of progress toward completion of a deliverable, then estimates are revised. These revisions may result in increases or decreases in estimated revenues and are reflected in income in the period in which the circumstances that give rise to the revision become known to management. Performance of contract deliverables may vary significantly over time from initial estimates, and, therefore, the amount of revenue recognized is subject to variations. In previous periods there has been no material difference from our estimates to the amount of revenue that can be reliably recognized. In the six months ended December 31, 2015, we refined our approach for analyzing the components of our deliverables under the GSK Collaboration and License Agreement in respect of the timing of services being performed. This change did not have a significant impact on revenue recognition.

Research and Development Expenditures, Including Clinical Trial Expenses

Research and development expenditures include direct and indirect costs of these activities, including staff costs and materials, as well as external contracts. All such expenditures are expensed as incurred unless the capitalization criteria of IAS 38 have been satisfied, in which case the costs are capitalized as intangible assets. To date, we do not believe any expenditure meets the capitalization criteria because of the uncertainty of successfully completing pivotal clinical trials and obtaining regulatory approval.

As part of the process of preparing our financial statements, we are required to estimate our accrued expenses. This process involves reviewing open contracts and purchase orders, communicating with our personnel to identify services that have been performed on our behalf, and estimating the level of service performed and the associated cost incurred for the service when we have not yet been invoiced or otherwise notified of the actual cost. The majority of our service providers invoice us monthly in arrears for services performed. We make estimates of our accrued expenses as of each balance sheet date in our financial statements based on facts and circumstances known to us at that time. We may confirm the accuracy of our estimates with the applicable service providers and make adjustments if necessary. Examples of estimated accrued research and development expenses include fees paid to: Clinical Research Organizations, or CROs, in connection with clinical trials; operators of investigative sites in connection with clinical trials; vendors in connection with preclinical development activities; and vendors related to product manufacturing, development and distribution of clinical supplies.

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We base our expenses related to clinical trials on our estimates of the services received and efforts expended pursuant to contracts with multiple CROs that conduct and manage clinical trials on our behalf. The financial terms of these agreements are subject to negotiation, vary from contract to contract, and may result in uneven payment flows. There may be instances in which payments made to our vendors will exceed the level of services provided and result in a prepayment of the clinical expense. Payments under some of these contracts depend on factors such as the successful enrollment of subjects and the completion of clinical trial milestones. In accruing service fees, we estimate the time period over which services will be performed and the level of effort to be expended in each period. If the actual timing of the performance of services or the level of effort varies from our estimate, we adjust the accrual or prepaid amount accordingly.

Although we do not expect our estimates to be materially different from amounts actually incurred, if our estimates of the status and timing of services performed differ from the actual status and timing of services performed, we may report amounts that are too high or too low in any particular period. To date, there has been no material difference between our estimates and the amount actually incurred.

Deferred Tax and Current Tax Credits

Tax on the profit or loss for the period comprises current and deferred tax. Tax is recognized in the income statement, except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity.

Current tax is the expected tax payable on the taxable income or loss for the period, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.

Tax credits are accrued for the period based on calculations that conform to the U.K. research and development tax credit regime applicable to small and medium sized companies.

We may not be able to continue to claim R&D tax credits in the future as we increase our personnel and expand our business because we may no longer qualify as an SME (small or medium-sized enterprise). In order to qualify as an SME for R&D tax credits, we must continue to be a company with fewer than 500 employees and also have either annual revenues of less than €100 million or less than €86 million of assets on our balance sheet.

Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date.

A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. No deferred tax assets are recognized on our losses carried forward because there is currently no indication that we shall make sufficient profits to utilize these tax losses.

Key Sources of Estimation Uncertainty

The key assumptions concerning the future, and other key sources of estimation uncertainty at the balance sheet date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next year are discussed below.

Share-based Compensation

There have been no grants of share options in the period. We have awarded options to certain of our employees, directors and consultants to purchase shares in our parent company in previous periods. All of these arrangements are settled in equity at a predetermined price and generally vest over a period of three to four years. All share options have a life of 10 years before expiration. We measure share-based compensation at the grant date based on the fair value of the award and we recognize it as an expense over the required service period, which is generally equal to the vesting period. We determine the fair value of our share options using the Black-Scholes option-pricing model, with a corresponding increase in reserves.

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Our share-based compensation expense was as follows:

	Six Months Ended December 31,		Year Ended June 30,
	2015		2015		2014		2013
	£ (in thousands)
General and administrative	1,295		1,819		130		48
Research and development	1,146		864		75		64
Total share-based compensation expense	£	2,441	£	2,683	£	205	£	112

Valuation of Share Options

The Black-Scholes option pricing model requires the input of subjective assumptions, including assumptions about share price volatility, the expected life of share-based compensation awards, the risk free rate and the underlying share valuation.

Share price volatility

Based on our analysis of similar companies, we have concluded that a volatility of 60% was appropriate for the valuation of our share options and have applied this consistently for all grants through December 31, 2015.

Expected life

We use a five-year expected life in valuing our share options beginning with the option grant date. The expected life we use in the calculation of share-based compensation is the time from the grant date to the expected exercise date. The life of the options depends on the option expiration date, volatility of the underlying shares and vesting features.

Risk free rate

IFRS 2 requires the use of the risk-free interest rate of the country in whose currency the exercise price is expressed, with a remaining term equal to the expected life of the option. We have applied the appropriate risk-free rate, using the Bank of England’s estimates of gilt yield curve as of the respective share option grant dates.

Valuation of underlying shares

The Black-Scholes model requires an assumption of the underlying share price at the date that options are granted, which may be different from the option exercise price. Prior to our initial public offering, or IPO, the valuation of our ordinary shares required a number of judgments and assumptions.

In valuing options granted prior to our IPO, we have considered the relevant guidance set forth in the American Institute of Certified Public Accountants’ Practice Aid: “Valuation of Privately-Held Company Equity Securities Issued as Compensation”. After considering the market approach, the income approach and the asset-based approach, we utilized the market approach to determine the estimated fair value of our ordinary shares based on our view that this approach was most appropriate for a clinical stage biopharmaceutical company at that point in our business. To assess the valuation using the market approach we considered the likelihood of completing an IPO, recent transactions we entered into with investors around that time and the reports of an independent third party valuation firm.

On March 31, 2014, we issued 31,028,500 ordinary shares at a price of £0.14 per ordinary share to existing and new investors. These purchasers were aware of the possibility of a partnership with a large pharmaceutical company as well as other potential funding sources. At the time, there were no plans for an IPO and the majority of our shareholders did not subscribe to this offering. We subsequently issued share options on March 31, April 14, April 15, April 17 and April 30, 2014 with an exercise price of £0.112 per share. The underlying share price for each of these option grants for the purposes of the Black Scholes valuation was £0.14 per ordinary share, the same price of the shares purchased by investors on March 31, 2014. As part of the valuation analysis, our Board of Directors determined that there were no significant internal or external value generating events between March 31 and April 30, 2014 that would have materially altered the underlying share price.

On June 2, 2014, we announced our collaboration and license agreement with GSK and on September 23, 2014, we issued 175,841,800 Series A preferred shares at a price of £0.3557 per preferred share to new investors. These shares were convertible to ordinary shares at a rate of one-for-one upon a qualified IPO if it occurred within twelve months of issuance of the Series A preferred shares. On December 19 and December 31, 2014, we issued share options based on an underlying share price of £0.3557 per share. Following the issuance of these options, we received and considered a valuation prepared by an independent third-party valuation firm using the Market Approach for enterprise valuation, which incorporated the Probability Weighted Expected Return Method, or PWERM, and determined that £0.39 per share was the appropriate price to be used in the Black-Scholes Option Pricing Model, or OPM.

In March 2015, we issued options with an exercise price of £0.50 per share based on a contemporaneous independent valuation analysis of our ordinary shares as of March 2, 2015 of £0.50 per share. At that point in time, we had not yet received guidance from the IPO underwriting team on a proposed preliminary price range for the IPO and the related valuation. On April 2, 2015, we held preliminary discussions of our IPO price with our underwriters and therefore we reassessed our original contemporaneous March 2, 2015 valuation of £0.50 for our ordinary shares considering this new information. For purposes of this reassessment, we revised our valuation of the share price by revisiting the PWERM methodology with the hindsight of the expected company valuation in the event of a successful IPO. With no significant internal or external value-generating events occurring between December 19, 2014 and April 2, 2015, we adopted a straight line approach to the increase in value over this period in determining an underlying share price of £0.86 per ordinary share for the March options.

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Since May 2015, there is a publicly observable ADS and related share price. Those options issued on May 11, 2015 were based on the IPO price of $17 per ADS, which is equivalent to £1.82 per ordinary share.

The following table summarizes by grant date the number of ordinary shares subject to options granted from March 2014 through May 2015, the per share exercise price of the award, the fair value of our ordinary shares on each grant date, and the per share estimated fair values of the awards:

Date of Issuance	Type of Award	Number of Shares	Exercise Price of Award per Share		Fair Value of each Ordinary Share at the Grant Date(1)		Per Share Estimated Fair Value of Awards(2)
March 2014	Option	5,627,700	£	0.112	£	0.14	£	0.08
December 2014	Option	10,710,000	£	0.3557	£	0.39	£	0.21
March 2015	Option	9,183,962	£	0.50	£	0.86	£	0.55
May 2015	Option	1,885,615	£	1.82	£	1.82	£	0.94

(1) The fair value of each ordinary share at the grant date represents the estimated value of each ordinary share after taking into account our most recently available valuations of our ordinary shares as well as additional information available to our Board. From May 11, 2015 the fair value reflects the publicly observable price.

(2) The per share estimated fair value of awards reflects the weighted average fair value of options as estimated at the date of the applicable grant using the Black-Scholes OPM.

Results of Operations

We previously announced results for our fiscal year ended June 30, 2015, and comparative periods. We are transitioning to report our results on a calendar year basis (ended December 31, 2015), and as such we are reporting herein audited results for the six-month period from July 1, 2015 to December 31, 2015, and the comparative period for 2014, which is unaudited. In the interests of informing our investors, we also briefly discuss full calendar year results for 2015 and 2014, which are unaudited.

Comparison of Six Months Ended December 31, 2015 and 2014

The following table summarizes the results of our operations for the six months ended December 31, 2015 and 2014, together with the changes to those items.

	Six Months Ended December 31,						Change
	2015		2015		2014 (unaudited)		Increase/ decrease
	$		£		£		£	%
	(in thousands, except for percentages)
Revenue	8,109		5,499		2,442		3,057	125
Research and development expenses	(24,282	)	(16,467	)	(5,697	)	10,770	189
General and administrative expenses	(10,765	)	(7,300	)	(2,087	)	5,213	250
Other income	1,339		908		186		722	388
Operating loss	(25,599	)	(17,360	)	(5,156	)	12,204	237
Finance income	12,926		8,766		1,528		7,238	474
Loss before tax	(12,673	)	(8,594	)	(3,628	)	4,966	137
Taxation credit	1,821		1,235		507		728	144
Loss for the period	(10,852	)	(7,359	)	(3,121	)	4,238	136

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Revenue

Revenue increased from £2.4 million for the six months ended December 31, 2014 to £5.5 million for the six months ended December 31, 2015 due to an increase in the services performed in the period and the achievement of development deliverables.

Revenue for the calendar year ended December 31, 2015 increased by £7.1 million to £9.9 million compared to £2.8 million for the calendar year ended December 31, 2014 due to a full year of recognition of revenue under the GSK Collaboration and License Agreement.

Although it is difficult to project the progress through the deliverables of the collaboration and timing of income relating to future development deliverables, we expect our revenue in the year ending December 31, 2016 to be higher than in the year ended December 31, 2015 due to recognition of revenue in connection with work performed under the GSK Collaboration and License Agreement (as amended effective February 2, 2016), in relation to existing deferred revenue and future milestones.

Research and Development Expenses

Research and development expenses increased by 189% to £16.5 million for the six months ended December 31, 2015 from £5.7 million for the six months ended December 31, 2014.

Our research and development expenses are highly dependent on the phases of our research projects and therefore fluctuate from period to period.

The increase in our research and development expenses of £10.8 million in the six months ended December 31, 2015 compared to the same period in 2014 was primarily due to:

· a £7.8 million increase in salaries, materials, equipment, depreciation of tangible fixed assets, expenses for share-based compensation and other employee-related costs. The driver for these is an increase in the average number of employees engaged in research and development from 46 to 137; and

· a £3.0 million increase in subcontracted expenditures, including clinical trial expenses, CRO costs, and manufacturing expenses driven by increased recruitment in our clinical trials.

As of December 31, 2015, we employed an average of 26 employees responsible for development of our TCR therapeutic candidate targeting NY-ESO. The remainder of our scientific employees are engaged in developing our future pipeline. We have not historically tracked the internal headcount of each research and development project.

Our subcontracted costs for the six months ended December 31, 2015 were £5.6 million, of which £3.5 million related to our TCR therapeutic candidate targeting NY-ESO and the remaining £2.1 million related to other projects, including our MAGE-A10 and AFP TCR therapeutic candidates.

Research and development expenses for the calendar year ended December 31, 2015 increased by £15.2 million to £25.5 million compared to £10.3 million for the calendar year ended December 31, 2014.

During the calendar year ending December 31, 2016, we plan to increase the number of clinical trials we are running, both in new therapies (including our MAGE-A10 and Alpha Fetoprotein, or AFP, TCR therapeutic candidates) and as part of the GSK Collaboration and License Agreement (as amended effective February 2, 2016) for our NY-ESO TCR therapeutic candidate. We expect to increase the number of staff employed in our research and development departments in order to invest in our future pipeline of TCR therapeutic candidates, develop our platform and manage clinical trials. This will significantly increase the related salaries and share-based compensation expenses, as well as require higher expenditures on facilities, materials and equipment.

General and Administrative Expenses

General and administrative expenses increased by 250% to £7.3 million for the six months ended December 31, 2015 from £2.1 million in the same period in 2014.

The increase of £5.2 million was due to:

· £1.2 million of increased personnel costs, primarily due to the addition of key management and other professionals to

support our growth;

· £1.2 million of increased share-based payment expenses;

· £1.0 million of increased property costs; and

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· £1.8 million of increased other corporate costs, including costs in relation to our Nasdaq listing, legal entity restructuring, consultants, additional audit costs and investor relations.

General and administrative expenses for the calendar year ended December 31, 2015 increased by £9.5 million to £12.4 million compared to £2.9 million for the calendar year ended December 31, 2014.

Other Income

Other income increased by 388% to £0.9 million for the six months ended December 31, 2015 from £0.2 million for the six months ended December 31, 2014 due to an increase in grant income and £0.3 million of income under the UK RDEC Scheme. Grant income has increased due to an increase in qualifying costs and services on projects subject to U.K. grants.

We expect that our other income in the calendar year ending December 31, 2016 will continue to increase due to a further increase in qualifying costs and services on projects subject to U.K. and EU grants.

Finance Income

Finance income increased to £8.8 million for the six months ended December 31, 2015 from £1.5 million for the six months ended December 31, 2014. Finance income consisted of bank interest on cash balances and short-term deposits and unrealized foreign exchange gains. Finance income has increased significantly due to unrealized foreign exchange gains of £8.4 million on cash and cash equivalents and short-term deposits held in US dollars.

Taxation Credits

The R&D tax credit increased by 144% to £1.2 million for the six months ended December 31, 2015 from £0.5 million in the six months ended December 31, 2014. The increase was driven by the increase in our research and development expenditures that are eligible for R&D tax credits.

The R&D tax credit for the year ended December 31, 2015 was £2.3 million.

The amount of tax credits we will receive is entirely dependent on the amount of eligible expenses we incur. As we expect our eligible expenses to be higher in the year ending December 31, 2016, the level of tax credits recoverable is anticipated to be higher in the year ending December 31, 2016 compared to the year ended December 31, 2015.

Comparison of Years Ended June 30, 2015 and 2014

The following table summarizes the results of our operations for the years ended June 30, 2015 and 2014, together with the changes to those items.

	Year Ended June 30,				Change
	2015		2014		Increase/ decrease
	£		£		£		%
	(in thousands, except for percentages)
Revenue	6,818		355		6,463		NM
Research and development expenses	(14,749	)	(7,356	)	(7,393	)	101	%
General and administrative expenses	(7,201	)	(1,602	)	(5,599	)	350	%
Other income	462		165		297		180	%
Operating loss	(14,670	)	(8,438	)	(6,232	)	74	%
Finance income	322		2		320		NM
Finance expense	(720	)	(4	)	(716	)	NM
Loss before tax	(15,068	)	(8,440	)	(6,628	)	79	%
Taxation credit	1,339		982		357		36	%
Loss for the year	(13,729	)	(7,458	)	(6,271	)	84	%

NM = not meaningful

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Revenue

Revenue increased from £0.4 million for the year ended June 30, 2014 to £6.8 million for the year ended June 30, 2015 due to a full year of recognition of revenue under the GSK Collaboration and License Agreement, which was entered into on May 30, 2014.

Research and Development Expenses

Research and development expenses increased by 101% to £14.7 million for the year ended June 30, 2015 from £7.4 million for the year ended June 30, 2014. Our research and development expenses are highly dependent on the phases of our research projects and therefore fluctuate from year to year.

The increase in our research and development expenses in the year ended June 30, 2015 from the same period in 2014 was primarily due to an increase in two key drivers of our expenses:

· The increase in the average number of employees engaged in research and development from an average of 27 to 63. These costs include salaries, facilities, materials, equipment, depreciation of tangible fixed assets, and expenses for share-based compensation; and

· An increase in subcontracted expenditures, including clinical trial expenses, CRO costs, and manufacturing expenses driven by increased recruitment in our clinical trials.

In the year ended June 30, 2015, we employed an average of 13 employees working in our clinical and development teams, primarily responsible for development of our TCR therapeutic candidates targeting NY-ESO and MAGE-A10. The remainder of our scientific employees are engaged in developing our future pipeline. We have not historically tracked the internal costs of each research and development project.

Our subcontracted costs for the year ended June 30, 2015 were £5.6 million, of which £3.2 million related to our TCR therapeutic candidate targeting NY-ESO and the remaining £2.4 million related to other projects, including our MAGE-A10 TCR therapeutic candidate.

General and Administrative Expenses

General and administrative expenses increased by 350% to £7.2 million for the year ended June 30, 2015 from £1.6 million in the same period in 2014. The increase of £5.6 million was due to:

· £1.8 million of increased personnel costs, primarily due to the addition of key management and other professionals to support our growth;

· £1.7 million of increased share-based payment expenses;

· £0.5 million of increased property costs; and

· £1.6 million of increased other corporate costs, including costs in relation to our Nasdaq listing, legal entity restructuring, consultants, additional audit costs and investor relations.

Other Income

Other income consists of grant income primarily generated through research and development grant programs offered by the U.K. and EU governments and income from Immunocore under a transitional services agreement. Grant income is recognized as we incur and pay for qualifying costs and services under the applicable grant.

Other income increased by 180% to £0.5 million for the year ended June 30, 2015 from £0.2 million for the year ended June 30, 2014 due to an increase in grant income. Grant income has increased due to an increase in qualifying costs and services on projects subject to U.K. grants.

Finance Income

Finance income was £0.3 million for the year ended June 30, 2015 compared to no finance income for the year ended June 30,

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2014. Finance income consisted of bank interest on cash balances and short-term deposits and has increased due to an increase in cash balances.

Finance Expense

Finance expense increased to £0.7 million for the year ended June 30, 2015 compared to no finance expense for the year ended June 30, 2014. Finance expense consisted of foreign exchange losses on foreign currency transactions.

Taxation Credits

The R&D tax credit increased by 36% to £1.3 million for the year ended June 30, 2015 from £1.0 million in the year ended 30, June 2014. The increase was driven by the increase in our research and development expenditures; the increase in the proportion of those expenditures that is eligible for R&D tax credits.

Comparison of Years Ended June 30, 2014 and 2013

The following table summarizes the results of our operations for the years ended June 30, 2014 and 2013, together with the changes to those items.

	Year Ended June 30,				Change
	2014		2013		Increase/(Decrease)
	£		£		£		%
	(in thousands, except for percentages)
Revenue	355		—		355		N/A
Research and development expenses	(7,356	)	(5,361	)	(1,995	)	37	%
General and administrative expenses	(1,602	)	(797	)	(805	)	101	%
Other income	165		7		158		2257	%
Operating loss	(8,438	)	(6,151	)	(2,287	)	37	%
Finance income	2		9		(7	)	(78	)%
Finance expense	(4	)	(4	)	—		N/A
Loss before tax	(8,440	)	(6,146	)	(2,294	)	37	%
Taxation credit	982		578		404		70	%
Loss for the year	(7,458	)	(5,568	)	(1,890	)	34	%

Revenue

Revenue was £0.4 million for the year ended June 30, 2014 compared to no revenue for the year ended June 30, 2013 due to recognition of revenue under the collaboration and licensing agreement with GSK, which was entered into on May 30, 2014.

Research and Development Expenses

Research and development expenses increased by 37% to £7.4 million for the year ended June 30, 2014 from £5.4 million in the same period in 2013. Our research and development expenses are highly dependent on the phases of our research projects and therefore fluctuate from year to year.

The increase in our research and development expenses in the year ended June 30, 2014 from the same period in 2013 was primarily due to an increase in two key drivers of our expenses:

· The increase in the number of employees engaged in research and development from an average of 17 to 27. These costs include salaries, facilities, materials, equipment, depreciation of tangible fixed assets, and expenses for share-based compensation; and

· An increase in subcontracted expenditures, including clinical trial expenses, CRO costs, and manufacturing expenses driven by increased recruitment in our clinical trials.

We have not historically tracked the internal costs of each research and development project since employees may be engaged in multiple projects at a time. In the year ended June 30, 2014, we employed an average of 11 employees working in our clinical and development teams, primarily responsible for development of our TCR therapeutic candidates targeting NY-ESO and MAGE-A-10.

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The remainder of our scientific employees are engaged in developing our future pipeline.

Our subcontracted costs for the year ended June 30, 2014 were £3.2 million, which were substantially all related to our TCR therapeutic candidate targeting NY-ESO.

General and Administrative Expenses

General and administrative expenses increased by 101% to £1.6 million for the year ended June 30, 2014 from £0.8 million in the same period in 2013. This was primarily due to the addition of key management and other professionals, and related costs to support our growth.

Finance Income and Finance Expense

Finance income and finance expense were both less than £0.1 million for the years ended June 30, 2014 and 2013. Finance income consisted of bank interest on cash balances and short-term deposits. Finance expense consisted of bank interest on overdraft arrangements.

Taxation Credit

The R&D tax credit increased by 70% to £1.0 million for the year ended June 30, 2014 from £0.6 million in the same period in 2013. The increase was driven by the increase in our research and development expenditures; the increase in the proportion of those expenditures that is eligible for R&D tax credits; and an increase in the rate of tax credits from 11.0% to 14.5% that became effective on April 1, 2014.

B. Liquidity and Capital Resources

Sources of Funds

Since our inception, we have incurred significant net losses and negative cash flows from operations. We financed our operations primarily through an initial public offering, placements of equity securities, cash receipts under our GSK Collaboration and License Agreement, government grants and R&D tax credits. From inception through to December 31, 2015, we have raised:

· £195.0 million, net of issue costs, through the issuance of shares;

· £36.5 million upfront fees and milestones under our GSK Collaboration and License Agreement;

· £1.4 million of income in the form of government grants from the United Kingdom; and

· £3.3 million in the form of R&D tax credits and receipts from the UK RDEC Scheme.

The Company uses a non-GAAP measure, total liquidity position, which is defined as cash and cash equivalents plus short-term deposits to evaluate the funds available to the Company in the near-term. A description of total liquidity position and reconciliation to the most directly comparable IFRS measure are provided below.

As of December 31, 2015, we had cash and cash equivalents of £131.0 million, in addition to short-term deposits of £36.8 million. Our total liquidity position as of December 31, 2015 was £167.9 million. We believe that our total liquidity position as of December 31, 2015 will be sufficient to fund our operations, including currently anticipated research and development activities and planned capital spending for at least the next twelve months.

Cash Flows

The following table summarizes the results of our cash flows for the six months ended December 31, 2015 and 2014 and the years ended June 30, 2015, 2014 and 2013.

	Six months ended December 31,						Year Ended June 30,
	2015		2015		2014		2015		2014		2013
	$		£		£		£		£		£
	(in thousands)
Net cash (used in)/from operating activities	(15,175	)	(10,291	)	(9,732	)	(20,818	)	21,860		(5,108	)
Net cash used in investing activities	(16,372	)	(11,103	)	(17,158	)	(38,334	)	(851	)	(105	)
Net cash from financing activities	—		—		—		174,713		9,944		2,436
Cash and cash equivalents	193,229		131,038		65,169		145,666		30,105		(848	)

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Operating Activities

Six months ended December 31, 2015 compared to December 31, 2014

Net cash used in operating activities increased by £0.6 million to £10.3 million for the six months ended December 31, 2015 from £9.7 million for the six months ended December 31, 2014. Net cash used in operating activities is significantly impacted by the timing of milestone payments received from GSK under the GSK Collaboration and License Agreement. In the six months ended December 31, 2015, we received £7.0 million of milestone payments from GSK compared to £4.5 million in the six months ended December 31, 2014 and in the six months ended December 31, 2014, we made a VAT payment of £5.0 million relating to a GSK milestone payment received in June 2014. After taking into account the GSK milestone payments, the remaining increase in cash used in operations of £8.1 million was primarily the result of an increase in research and development costs due to the ongoing advancement of our preclinical programs and clinical trials and an increase in general and administrative expenses.

Year ended June 30, 2015 compared to June 30, 2014

Net cash used in operating activities increased by £42.7 million to £20.8 million for the year ended June 30, 2015 from net cash from operating activities of £21.9 million for the year ended June 30, 2014. In the year ended June 30, 2015, the Company received £4.5 million of milestone payments from GSK and paid £5.0 million of VAT associated with the milestone payments received in the prior period compared to receiving £25.0 million of milestone payments and £5.0 million of associated VAT in the year ended June 30, 2014. After taking into account the GSK milestone payments, the remaining increase in cash used in operations of £12.2 million was primarily driven by an increase in research and development costs due to the ongoing advancement of our preclinical programs and clinical trials and an increase in general and administrative expenses.

Year ended June 30, 2014 compared to June 30, 2013

Net cash from operating activities increased by £27.0 million to £21.9 million for the year ended June 30, 2014 from net cash used in operating activities of £5.1 million for the year ended June 30, 2013. Net cash from/used in operating activities in the year ended June 30, 2014 was significantly impacted by the receipt of an upfront milestone payment of £25.0 million from GSK and £5.0 million of associated VAT upon entering into the GSK Collaboration and License Agreement in June 2014. After taking into account the GSK milestone payments, the remaining increase in cash used in operations of £3.0 million was primarily driven by an increase in research and development costs due to the ongoing advancement of our preclinical programs and clinical trials and an increase in general and administrative expenses.

Components of cash flows from operating activities

Net cash used in operating activities of £10.3 million for the six months ended December 31, 2015 comprised a loss before taxation of £8.6 million, noncash items of £5.5 million, net cash inflow of £2.8 million from changes in operating assets and liabilities, bank interest received of £0.2 million and tax credits of £0.8 million. The noncash items consisted primarily of unrealized foreign exchange gains of £8.4 million and bank interest income of £0.3 million, partially offset by depreciation expense on plant and equipment of £0.8 million and equity-settled share-based compensation expense of £2.4 million.

Net cash used in operating activities of £20.8 million for the year ended June 30, 2015 comprises loss before taxation of £15.1 million, noncash items of £3.2 million, a net cash outflow of £8.7 million from changes in operating assets and liabilities and tax paid of £0.2 million. The noncash items consisted primarily of depreciation expense on plant and equipment of £0.4 million and equity-settled share-based compensation expense of £2.6 million.

Net cash from operating activities of £21.9 million for the year ended June 30, 2014 comprised a loss before taxation of £8.4 million, noncash items of £0.5 million, a net cash inflow of £29.2 million from changes in operating assets and liabilities and tax credits received of £0.6 million. The noncash items consisted primarily of depreciation expense on plant and equipment of £0.1 million, equity-settled share-based compensation expense of £0.2 million, and foreign exchange translation differences of £0.1 million.

Net cash used in operating activities of £5.1 million for the year ended June, 30, 2013 comprised a loss before taxation of £6.1 million, noncash items of £0.1 million, a net cash inflow of £0.6 million from changes in operating assets and liabilities and tax credits received of £0.3 million. The noncash items consisted primarily of equity-settled share-based compensation expense.

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Investing Activities

Net cash used in investing activities was £11.1 million, £17.2 million, £38.3 million, £0.9 million and £0.1 million for the six months ended December 31, 2015 and 2014 and the years ended June 30, 2015, 2014 and 2013, respectively. These amounts included purchases of property and equipment of £6.3 million, £1.2 million, £3.1 million, £0.9 million and £0.1 million for the six months ended December 31, 2015 and 2014 and the years ended June 30, 2015, 2014 and 2013 and acquisition of intangibles of £1.8 million and £0.2 million for the six months ended December 31, 2015 and the year ended June 30, 2015. The purchases of property, plant and equipment for the six months ended December 31, 2015 related predominantly to the expansion of our laboratory facilities in the United Kingdom and purchases of intangible assets of £1.8 million, predominantly related to an upfront payment of £1.7 million for in-process R&D licensed from Universal Cells. The net cash used in investing activities in the six months ended December 31, 2015 also included £3.0 million of restricted cash associated with letters of credit for lease agreements. The net cash used in investing activities in the six months ended December 31, 2014 and the year ended June 30, 2015 also included the investment of £15.9 million and £35.2 million in short-term cash deposits with maturities greater than three months but less than 12 months.

Financing Activities

Net cash from financing activities was £nil million, £nil million, £174.7 million, £9.9 million and £2.4 million for the six months ended December 31, 2015 and 2014 and the years ended June 30, 2015, 2014 and 2013, respectively.

Net cash from financing activities for the year ended June 30, 2015 consisted of proceeds of £60.6 million, after the deduction of fees of £3.0 million, from issuing 1,758,418 Series A Preferred Shares and proceeds of £114.2 million, after the deduction of fees of £9.9 million, from issuing 67,500,000 ordinary shares. The Preferred Shares were automatically converted to ordinary shares on a 1:1 basis immediately prior to the admission to trading of our ADSs on NASDAQ.

Net cash from financing activities for the year ended June 30, 2014 consisted of proceeds of £9.9 million from issuing 715,866 ordinary shares.

Net cash from financing activities for the year ended June 30, 2013 consisted of proceeds of £2.4 million from issuing 167,914 ordinary shares.

Total Liquidity Position (a non-GAAP financial measure)

Total liquidity position (a non-GAAP financial measure) is defined as cash and cash equivalents plus short-term deposits. Each of these components appears in the consolidated statements of financial position. The IFRS financial measure most directly comparable to total liquidity position is the total of cash and cash equivalents and short-term deposits as reported in the notes to the consolidated financial statements.

We believe that the presentation of total liquidity position provides useful information to investors because management reviews total liquidity position as part of its management of overall liquidity, financial flexibility, capital structure and leverage.

C. Research and Development, Patents and Licenses, etc.

Full details of our research and development activities and expenditures are given in “Item 4. Information on the Company - B. Business” in our 20-F Annual Report and “Item 5.A. Operating and Financial Review and Prospects — A. Operating Results” within this Transition Report.

D. Trend Information

See “Item 5.A. Operating and Financial Review and Prospects — A. Operating Results” and “Item 5.B. Operating and Financial Review and Prospects — B. Liquidity and Capital Resources” within this Transition Report.

E. Off-Balance Sheet Arrangements

We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements, as defined in the rules and regulations of the SEC other than operating leases as described under “Tabular Disclosure of Contractual Obligations” below.

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F. Tabular Disclosure of Contractual Obligations

The following table summarizes our contractual commitments and obligations as of December 31, 2015.

	Payments Due by Period
	Total	Less than 1 year	1 - 3 years	3 - 5 years	More than 5 years
	(£ in thousands)
Operating lease obligations(1)	31,921	1,078	4,981	6,613	19,249
Purchase obligations(2)	13,930	10,345	3,585	—	—
Total contractual cash obligations	45,851	11,423	8,566	6,613	19,249

(1) As of December 31, 2015, operating lease obligations consisted of minimum lease payments under non-cancellable leases for laboratory and office property in Oxfordshire, U.K. and Philadelphia, U.S.

(2) Purchase obligations include signed orders for capital equipment, which have been committed but not yet received and costs relating to the expansion of our laboratory and office space in Oxfordshire, U.K. and Philadelphia, U.S.

On November 25, 2015, the Company entered into a Research Collaboration and License Agreement relating to gene editing and HLA-engineering technology with Universal Cells. The Company paid an upfront license fee of £1.7 million ($2.5 million) to Universal Cells and will make further payments of up to $44 million if certain development and product milestones are achieved. Universal Cells would also receive a profit-share payment for the first product, and royalties on sales of other products utilizing its technology. These payments are not reflected in the table above because the timing of the payments is uncertain.

G. Safe Harbor

See the section titled “Information Regarding Forward-Looking Statements” at the beginning of this Transition Report.

Item 8. Financial Information

A.7. Legal Proceedings.

As of December 31, 2015, we were not a party to any material legal proceedings.

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PART II

Item 13. Defaults, Dividend Arrearages and Delinquencies

None

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds

Not Applicable.

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PART III

Item 17. Financial Statements.

We have elected to provide financial statements pursuant to Item 18.

Item 18. Financial Statements.

On October 13, 2015, the Board of Directors announced a change of fiscal year end from June 30 to December 31, 2015 to align fiscal reporting more closely with comparable companies in the industry which use calendar years and to provide more efficient reporting for U.S. investors. As a result, the Company is required to file this Transition Report on Form 20-F for the transition period of July 1, 2015 to December 31, 2015. After filing the Transition Report, the Company’s next fiscal year end will be December 31, 2016.

The financial statements are filed as part of this Transition Report beginning on page F-1.

Item 19. Exhibits

Exhibit Number		Description of Exhibit

1.1*		Memorandum and Articles of Association of Adaptimmune Therapeutics plc (incorporated by reference to Exhibit 3.1 to our Registration Statement on Form F-1 (file no: 333-203267)).

2.1*		Form of certificate evidencing ordinary shares (incorporated by reference to Exhibit 4.1 to our Registration Statement on Form F-1 (file no: 333-203267)).

2.2*		Form of Deposit Agreement among Adaptimmune Therapeutics plc, Citibank, N.A., as the depositary bank and Holders and Beneficial owners of ADSs issued thereunder (incorporated by reference to Exhibit 4.2 to our Registration Statement on Form F-1 (file no: 333-203267)).

2.3*		Form of American Depositary Receipt (included in Exhibit 2.2) (incorporated by reference to Exhibit 4.3 to our Registration Statement on Form F-1 (file no: 333-203267)).

2.4*		Share for Share Exchange Agreement, dated February 23, 2015 (incorporated by reference to Exhibit 4.4 to our Registration Statement on Form F-1 (file no: 333-203267)).

2.5*		Investors Rights Agreement, dated February 23, 2015 between Adaptimmune Therapeutics Limited and certain of its shareholders and Adaptimmune Limited (incorporated by reference to Exhibit 4.5 to our Registration Statement on Form F-1 (file no: 333-203267)).

2.6*		Shareholder’s Agreement relating to Adaptimmune Therapeutics Limited, dated February 23, 2015 between Adaptimmune Therapeutics Limited, Adaptimmune Limited and the shareholders named therein (incorporated by reference to Exhibit 10.5 to our Registration Statement on Form F-1 (file no: 333-203267)).

2.7*		Adaptimmune Limited Series A Preferred Share Purchase Agreement, dated September 23, 2014 (incorporated by reference to Exhibit 10.6 to our Registration Statement on Form F-1 (file no: 333-203267)).

4.1†*		Assignment and Exclusive License, dated May 20, 2013 between Immunocore Limited and Adaptimmune Limited (incorporated by reference to Exhibit 10.1 to our Registration Statement on Form F-1 (file no: 333-203267)).

4.2†*		Collaboration and License Agreement, dated May 30, 2014 between Adaptimmune Limited and GlaxoSmithKline Intellectual Property Development Ltd (incorporated by reference to Exhibit 10.2 to our Registration Statement on Form F-1 (file no: 333-203267)).

4.3†**		Amendment Agreement No. 1, dated May 8, 2015 between Adaptimmune Limited and GlaxoSmithKline Intellectual Property Development Ltd.

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4.4†**		Amendment Agreement No. 2, dated February 2, 2016 between Adaptimmune Limited and GlaxoSmithKline Intellectual Property Development Ltd.

4.5†*		License Agreement, dated December 20, 2012 between Adaptimmune Limited and Life Technologies Corporation (incorporated by reference to Exhibit 10.3 to our Registration Statement on Form F-1 (file no: 333-203267)).

4.6†*		Sub-License Agreement, dated December 20, 2012 between Adaptimmune Limited and Life Technologies Corporation (incorporated by reference to Exhibit 10.4 to our Registration Statement on Form F-1 (file no: 333-203267)).

4.7*		Underlease, dated March 2, 2015 between Immunocore Limited and Adaptimmune Limited relating to Ground Floor East Wing, 91 Park Drive, Milton Park (incorporated by reference to Exhibit 10.7 to our Registration Statement on Form F-1 (file no: 333-203267)).

4.8*		Underlease, dated March 2, 2015 between Immunocore Limited and Adaptimmune Limited relating to Ground Floor West Wing, 91 Park Drive, Milton Park (incorporated by reference to Exhibit 10.8 to our Registration Statement on Form F-1 (file no: 333-203267)).

4.9*		Agreement, dated March 2, 2015, between Adaptimmune Limited and Immunocore Limited relating to 91 Park Drive, Milton Park and Plot A Park Drive Central Milton Park and Units 57A1, 57A2, 59B and 59CDE Jubilee Avenue Milton Park (incorporated by reference to Exhibit 10.9 to our Registration Statement on Form F-1 (file no: 333-203267)).

4.10*		Underlease, dated September 7, 2015 between Immunocore Limited and Adaptimmune Limited relating to First Floor East Wing, 91 Park Drive, Milton Park (incorporated by reference to Exhibit 4.8 to our Annual Report on Form 20-F (file no: 001-37368)).

4.11*		Underlease, dated September 7, 2015 between Immunocore Limited and Adaptimmune Limited relating to First Floor West Wing, 91 Park Drive, Milton Park (incorporated by reference to Exhibit 4.9 to our Annual Report on Form 20-F (file no: 001-37368)).

4.12*		Underlease, dated September 7, 2015 between Immunocore Limited and Adaptimmune Limited relating to Ground Floor Central Area, 91 Park Drive, Milton Park (incorporated by reference to Exhibit 4.10 to our Annual Report on Form 20-F (file no: 001-37368)).

4.13*		Underlease, dated September 7, 2015 between Immunocore Limited and Adaptimmune Limited relating to Ground Floor North, 91 Park Drive, Milton Park (incorporated by reference to Exhibit 4.11 to our Annual Report on Form 20-F (file no: 001-37368)).

4.14*		Agreement for Lease, dated September 16, 2015, between MEPC Milton Park No 1 Limited, MEPC Milton Park No 2 Limited, Adaptimmune Limited and Adaptimmune Therapeutics plc relating to Plot A Park Drive Central Milton Park (incorporated by reference to Exhibit 4.12 to our Annual Report on Form 20-F (file no: 001-37368)).

4.15*		Lease Agreement, dated June 8, 2015, between Philadelphia Plaza Phase II, LP and Adaptimmune LLC relating to Two Commerce Square, 2001 Market Street Philadelphia, Pennsylvania (incorporated by reference to Exhibit 4.13 to our Annual Report on Form 20-F (file no: 001-37368)).

4.16*		Lease Agreement, dated July 28, 2015, between L/S 351 Rouse Boulevard, LP, and Adaptimmune LLC relating to 351 Rouse Boulevard, Philadelphia, Pennsylvania (incorporated by reference to Exhibit 4.14 to our Annual Report on Form 20-F (file no: 001-37368)).

4.17*		Lease Agreement, dated June 24, 2015 between MEPC Milton Park No. 1 Limited, MEPC Milton Park No. 2 Limited and Adaptimmune Limited relating to Second Floor, 101 Park Drive, Milton Park (incorporated by reference to Exhibit 4.15 to our Annual Report on Form 20-F (file no: 001-37368)).

4.18*		Facilities and Services Agreement, dated July 31, 2014 between Immunocore Limited and Adaptimmune Limited (incorporated by reference to Exhibit 10.10 to our Registration Statement on Form F-1 (file no: 333-203267)).

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4.19†*		Deed for Transitional Services, dated January 28, 2015 between Immunocore Limited and Adaptimmune Limited (incorporated by reference to Exhibit 10.11 to our Registration Statement on Form F-1 (file no: 333-203267)).

4.20†*		Assignment and Exclusive License, dated January 28, 2015 between Immunocore Limited and Adaptimmune Limited (incorporated by reference to Exhibit 10.12 to our Registration Statement on Form F-1 (file no: 333-203267)).

4.21†*		Target Collaboration Deed, dated January 28, 2015 between Immunocore Limited and Adaptimmune Limited (incorporated by reference to Exhibit 10.13 to our Registration Statement on Form F-1 (file no: 333-203267)).

4.22*		Service Agreement, dated March 25, 2014 between Adaptimmune Limited and James Noble (incorporated by reference to Exhibit 10.19 to our Registration Statement on Form F-1 (file no: 333-203267)).

4.23*		Service Agreement, dated March 24, 2014 between Adaptimmune Limited and Helen Tayton-Martin (incorporated by reference to Exhibit 10.20 to our Registration Statement on Form F-1 (file no: 333-203267)).

4.24*		Employment Agreement, dated March 1, 2011 between Adaptimmune LLC and Gwendolyn Binder-Scholl (incorporated by reference to Exhibit 10.21 to our Registration Statement on Form F-1 (file no: 333-203267)).

4.25*		Employment Agreement, dated February 18, 2015 between Adaptimmune LLC and Rafael Amado (incorporated by reference to Exhibit 10.22 to our Registration Statement on Form F-1 (file no: 333-203267)).

4.26*		Employment Agreement, dated February 20, 2015 between Adaptimmune LLC and Adrian Rawcliffe (incorporated by reference to Exhibit 10.23 to our Registration Statement on Form F-1 (file no: 333-203267)).

4.27*		Service Agreement, dated April 24, 2015 between Adaptimmune Therapeutics plc and James Noble (incorporated by reference to Exhibit 10.26 to our Registration Statement on Form F-1 (file no: 333-203267)).

4.28**		Adaptimmune Limited Share Option Scheme (Incorporating Management Incentive Options), as amended January 13, 2016.

4.29**		Adaptimmune Limited 2014 Share Option Scheme (Incorporating Enterprise Management Incentive Options), as amended January 13, 2016.

4.30**		Adaptimmune Limited Company Share Option Plan, dated December 16, 2014, as amended January 13, 2016.

4.31**		Adaptimmune Therapeutics plc 2015 Share Option Scheme, dated March 16, 2015, as amended April 15, 2015, as further amended January 13, 2016.

4.32**		Adaptimmune Therapeutics plc Company Share Option Plan, dated March 16, 2015, as amended April 15, 2015, as further amended January 13, 2016.

4.33**		Adaptimmune Therapeutics plc 2016 Employee Share Option Scheme, dated January 14, 2016.

4.34†**		Research Collaboration and Licence Agreement, dated November 25, 2015, between Adaptimmune Limited and Universal Cells, Inc.

4.35†**		Non-Exclusive Sub-License Agreement, dated November 25, 2015, between Adaptimmune Limited and Universal Cells Inc.

4.36†**		HLA/AAV Sub-Licence Agreement, dated November 25, 2015 between Adaptimmune Limited and Universal Cells Inc.

8.1*		List of Subsidiaries (incorporated by reference to Exhibit 21.1 to our Registration Statement on Form F-1 (file no: 333-203267)).

12.1**		Certificate of Chief Executive Officer pursuant to 17 CFR 240.13a-14(a).

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12.2**		Certificate of Chief Financial Officer pursuant to 17 CFR 240.13a-14(a).

13.1**		Certificate of Chief Executive Officer pursuant to 17 CFR 240.13a-14(b) and 18 U.S.C.1350.

13.2**		Certificate of Chief Financial Officer pursuant to 17 CFR 240.13a-14(b) and 18 U.S.C.1350.

15.1**		Consent of KPMG LLP.

* Previously filed.

** Filed herewith.

† Confidential treatment previously requested and granted as to portions of the exhibit. Confidential materials omitted and filed separately with the Securities and Exchange Commission.

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Signature

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Transition Report on its behalf.

	ADAPTIMMUNE THERAPEUTICS PLC

	By:	/s/ James Noble
		Name:	James Noble
		Title:	Chief Executive Officer
Date: March 17, 2016

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm		F-2
Consolidated Income Statements for the Six Months Ended December 31, 2015 and Years Ended June 30, 2015, 2014 and 2013		F-3
Consolidated Statements of Comprehensive Loss for the Six Months Ended December 31, 2015 and Years Ended June 30, 2015, 2014 and 2013		F-3
Consolidated Statements of Changes in Equity for the Six Months Ended December 31, 2015 and Years Ended June 30, 2015, 2014 and 2013		F-4
Consolidated Balance Sheets as of December 31, 2015, June 30, 2015 and 2014		F-5
Consolidated Cash Flow Statements for the Six Months Ended December 31, 2015 and Years Ended June 30, 2015, 2014 and 2013		F-6
Notes to the Consolidated Financial Statements		F-7

F- 1

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Adaptimmune Therapeutics plc

We have audited the accompanying consolidated balance sheets of Adaptimmune Therapeutics plc and subsidiaries (the “Group”) as of December 31, 2015, June 30, 2015 and June 30, 2014, and the related consolidated income statements and consolidated statements of comprehensive loss and changes in equity, and consolidated cash flow statements for the six months ended December 31, 2015 and each of the years in the three-year period ended June 30, 2015. These consolidated financial statements are the responsibility of the Group’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Adaptimmune Therapeutics plc and subsidiaries as of December 31, 2015, June 30, 2015 and June 30, 2014, and the results of their operations and their cash flows for the six months ended December 31, 2015 and each of the years in the three-year period ended June 30, 2015, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

/s/ KPMG LLP

Reading, United Kingdom

17 March 2016

F- 2

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CONSOLIDATED INCOME STATEMENTS

		For the six months ended December 31,		For the year ended June 30,
	Note	2015		2015		2014		2013
		(£’000)		(£’000)		(£’000)		(£’000)
Revenue	3	5,499		6,818		355		—
Research and development expenses	4	(16,467	)	(14,749	)	(7,356	)	(5,361	)
General and administrative expenses	4	(7,300	)	(7,201	)	(1,602	)	(797	)
Other income	7	908		462		165		7
Operating loss		(17,360	)	(14,670	)	(8,438	)	(6,151	)
Finance income	8	8,766		322		2		9
Finance expense	9	—		(720	)	(4	)	(4	)
Loss before tax		(8,594	)	(15,068	)	(8,440	)	(6,146	)
Taxation credit	10	1,235		1,339		982		578
Loss for the period		(7,359	)	(13,729	)	(7,458	)	(5,568	)

All of the above figures relate to continuing operations.

	For the six months ended December 31,		For the year ended June 30,
	2015		2015		2014		2013
	£		£		£
Basic and diluted loss per share	(0.02	)	(0.04	)	(0.05	)	(0.05	)

		Number		Number		Number		Number
Weighted average number of shares used to calculate basic and diluted loss per share		424,711,900		325,012,111		148,484,504		105,376,900

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

	For the six months ended December 31,		For the year ended June 30,
	2015		2015		2014		2013
	(£’000)		(£’000)		(£’000)		(£’000)
Loss for the period	(7,359	)	(13,729	)	(7,458	)	(5,568	)
Other comprehensive income
Items that are or may be reclassified subsequently to profit or loss:
Foreign exchange translation differences	(5	)	11		141		(26	)
Income tax on foreign exchange translation differences	—		—		—		—
Other comprehensive (loss)/income for the period, net of income tax	(5	)	11		141		(26	)
Total comprehensive loss for the period	(7,364	)	(13,718	)	(7,317	)	(5,594	)

See accompanying notes to consolidated financial statements.

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CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

	Share capital	Share premium	Other reserves	Exchange reserve		Retained earnings		Total equity
	(£’000)	(£’000)	(£’000)	(£’000)		(£’000)		(£’000)
Balance at July 1, 2012	110	—	5,966	(5	)	(6,151	)	(80	)
Total comprehensive income for the year:
Loss for the year	—	—	—	—		(5,568	)	(5,568	)
Other comprehensive loss for the year	—	—	—	(26	)	—		(26	)
Transactions with owners, recorded directly in equity:
Proceeds from the issue of share capital	—	—	4,144	—		—		4,144
Equity-settled share based payment transactions	—	—	—	—		112		112
Balance at June 30, 2013	110	—	10,110	(31	)	(11,607	)	(1,418	)
Balance at July 1, 2013	110	—	10,110	(31	)	(11,607	)	(1,418	)
Total comprehensive income for the year:
Loss for the year	—	—	—	—		(7,458	)	(7,458	)
Other comprehensive income for the year	—	—	—	141		—		141
Transactions with owners, recorded directly in equity:
Proceeds from the issue of share capital	72		9,718	—		—		9,790
Equity-settled share based payment transactions	—		238	—		122		360
Balance at June 30, 2014	182	—	20,066	110		(18,943	)	1,415
Balance at July 1, 2014	182	—	20,066	110		(18,943	)	1,415
Total comprehensive income for the year:
Loss for the year	—	—	—	—		(13,729	)	(13,729	)
Other comprehensive income for the year	—	—	—	11		—		11
Transactions with owners, recorded directly in equity:
Proceeds from the issue of preference shares*, net of issue costs of £3,031,000	175	—	60,379	—		—		60,554
Proceeds from the issue of share capital, net of issue costs of £9,899,000	68	114,091	—	—		—		114,159
Equity-settled share based payment transactions	—	—	—	—		2,683		2,683
Balance at June 30, 2015	425	114,091	80,445	121		(29,989	)	165,093
Balance at July 1, 2015	425	114,091	80,445	121		(29,989	)	165,093
Total comprehensive income for the period:
Loss for the period	—	—	—	—		(7,359	)	(7,359	)
Other comprehensive loss for the period	—	—	—	(5	)	—		(5	)
Transactions with owners, recorded directly in equity:
Equity-settled share based payment transactions	—	—	—	—		2,441		2,441
Balance at December 31, 2015	425	114,091	80,445	116		(34,907	)	160,170

*subsequently converted into ordinary shares on IPO.

See accompanying notes to consolidated financial statements.

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CONSOLIDATED BALANCE SHEETS

		As of December 31,		As of June 30,
	Note	2015		2015		2014
		(£’000)		(£’000)		(£’000)
Assets
Non-current assets
Property, plant & equipment	11	8,921		3,429		840
Intangibles	12	1,868		113		—
Other non-current assets	13	3,195		—		—
Restricted cash	14	3,040		—		—
Total non-current assets		17,024		3,542		840
Current assets
Other current assets	13	201		65		—
Trade and other receivables	15	8,933		4,249		625
Tax receivable		2,914		2,524		1,027
Short-term deposits	16	36,843		35,164		—
Cash and cash equivalents	17	131,038		145,666		30,105
Total current assets		179,929		187,668		31,757
Total assets		196,953		191,210		32,597

Equity and liabilities
Equity
Share capital	19	425		425		182
Share premium		114,091		114,091		—
Other reserves		80,445		80,445		20,066
Foreign exchange reserve		116		121		110
Retained earnings		(34,907	)	(29,989	)	(18,943	)
Total equity		160,170		165,093		1,415
Non-current liabilities
Trade and other payables	18	17,973		9,100		—
Total non-current liabilities		17,973		9,100		—
Current liabilities
Trade and other payables	18	18,810		16,992		31,138
Tax payable		—		25		44
Total current liabilities		18,810		17,017		31,182
Total equity and liabilities		196,953		191,210		32,597

See accompanying notes to consolidated financial statements.

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CONSOLIDATED CASH FLOW STATEMENTS

		For the six months ended December 31,		For the year ended June 30,
	Note	2015		2015		2014		2013
		(£’000)		(£’000)		(£’000)		(£’000)
Cash flows from operating activities
Loss for the period before tax		(8,594	)	(15,068	)	(8,440	)	(6,146	)
Adjustments for:
Depreciation	11	771		447		148		30
Amortization	12	45		19		—		—
Loss on disposal of property, plant and equipment		—		2		—		—
Equity-settled share based payment expense	22	2,441		2,683		204		112
Unrealized foreign exchange gains	8	(8,445	)	—		—		—
Bank interest income	8	(321	)	—		—		—
Increase in other current and other non-current assets		(3,331	)	(65	)	—		—
Increase in trade and other receivables		(4,573	)	(3,624	)	(311	)	(104	)
Increase/(decrease) in trade and other payables		10,691		(5,046	)	29,539		699
Foreign exchange translation differences on consolidation		(5	)	11		141		(26	)
Cash (used in)/from operations		(11,321	)	(20,641	)	21,281		(5,434	)
Net tax received/(paid)		817		(177	)	578		327
Interest received		213		—		—		—
Net cash (used in)/from operating activities		(10,291	)	(20,818	)	21,860		(5,108	)
Cash flows from investing activities
Acquisition of property, plant & equipment	11	(6,263	)	(3,117	)	(851	)	(105	)
Acquisition of intangibles	12	(1,800	)	(132	)	—		—
Proceeds from disposal of property, plant & equipment		—		79		—		—
Investments in short-term deposits		—		(35,164	)	—		—
Investment in restricted cash	14	(3,040	)	—		—		—
Net cash used in investing activities		(11,103	)	(38,334	)	(851	)	(105	)
Cash flows from financing activities
Proceeds from the issue of share capital		—		174,713		9,944		2,439
Net cash from financing activities		—		174,713		9,944		2,439
Net (decrease)/increase in cash and cash equivalents		(21,394	)	115,561		30,953		(2,773	)
Unrealized foreign exchange gain in cash and cash equivalents		6,766		—		—		—
Cash and cash equivalents at start of period		145,666		30,105		(848	)	1,925
Cash and cash equivalents at end of period	17	131,038		145,666		30,105		(848	)

See accompanying notes to consolidated financial statements.

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Notes to the Consolidated Financial Statements

1 Organization

Adaptimmune Therapeutics plc (the “Company”) is registered in England and Wales. Its registered office is 101 Park Drive, Milton Park, Abingdon, Oxfordshire OX14 4RY UK.

The Company and its subsidiaries Adaptimmune Limited and Adaptimmune LLC (the “Group”) are a clinical-stage biopharmaceutical group focused on novel cancer immunotherapy products based on its T-cell receptor platform. It has developed a comprehensive proprietary platform that enables it to identify cancer targets, find and genetically engineer T-cells receptors, or TCRs, and produce TCR therapeutic candidates for administration to patients. The Group engineers TCRs to increase their affinity to cancer specific peptides in order to destroy cancer cells in patients.

The Group is subject to a number of risks similar to other biopharmaceutical companies in the early stage, including, but not limited to, the need to obtain adequate additional funding, possible failure of preclinical programs or clinical trials, the need to obtain marketing approval for its TCR therapeutic candidates, competitors developing new technological innovations, the need to successfully commercialize and gain market acceptance of the Group’s TCR therapeutic candidates, and protection of proprietary technology. If the Group does not successfully commercialize any of its TCR therapeutic candidates, it will be unable to generate product revenue or achieve profitability. As of December 31, 2015, the Group had an accumulated deficit of approximately £35 million.

2 Accounting policies

Statement of compliance

The consolidated financial statements have been prepared and approved by the directors in accordance with International Financial Reporting Standards (“IFRS”) adopted by the International Accounting Standards Board (“IASB”).

Basis of preparation

The consolidated financial statements have been prepared on the historical cost basis except as required by IFRS. The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these financial statements. The Group has changed the reporting date from June 30 to December 31 and therefore the consolidated financial statements included herein are for a short period of six months to December 31, 2015. As such the comparable amounts presented in these consolidated financial statements for the year ended June 30, 2015, 2014 and 2013 are not entirely comparable.

Going concern

The financial position of the Group, its cash flows, liquidity position and borrowing facilities are described in the primary statements and notes of these set of financial statements. In addition, notes 19 and 20 to the financial statements include the Group’s objectives, policies and processes for managing its capital and its financial risk management objectives.

After making enquiries and considering the Group’s business activities, together with the factors likely to affect its future development, performance and position, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the financial statements and accompanying notes.

Management estimates and judgments

The preparation of the financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions. These judgments, estimates and assumptions affect the reported amounts of assets and liabilities as well as income and expenses in the financial statement provided.

The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. The actual outcome is not expected to differ significantly from the estimates and assumptions made.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or the period of revision and future periods if this revision affects both current and future periods.

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Basis of consolidation

Subsidiaries

Subsidiaries are entities controlled by the Group. Control exists when the Group has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, the Group takes into consideration potential voting rights that are currently exercisable. The acquisition date is the date on which control is transferred to the acquirer. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.

Foreign currency

Transactions in foreign currencies are translated to the respective functional currencies of Group entities at the foreign exchange rate in effect on at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are retranslated to the functional currency at the foreign exchange rate in effect on such date. Foreign exchange differences arising on translation are recognized in the income statement. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are retranslated to the functional currency at foreign exchange rates ruling at the dates the fair value was determined.

The assets and liabilities of foreign operations are translated to the Group’s presentational currency, Sterling (GBP), at foreign exchange rates ruling at the balance sheet date. The revenues and expenses of foreign operations are translated at an average rate for the period where this rate approximates to the foreign exchange rates ruling at the dates of the transactions. Exchange differences arising from this translation of foreign operations are reported as an item of other comprehensive income and accumulated in the Exchange reserve.

Property, plant & equipment

Property, plant & equipment are stated at their purchase cost, together with any incidental expenses of acquisition, and they are stated in the statement of financial position at cost less accumulated depreciation.

Depreciation is calculated so as to write off the cost of the assets less their estimated residual values, on a straight line basis over the expected useful economic lives of the assets concerned. Depreciation is not charged on construction in progress until the asset is completed for its intended use and transferred to the appropriate fixed asset classification.

The periods generally applicable are as follows:

Computer equipment		3 years
Laboratory equipment		5 years
Office equipment		5 years
Leasehold improvements		the expected duration of the lease

Intangibles

Research and development

Expenditures on research activities are recognized in the income statement as incurred. Costs incurred on development projects are recognized as intangible assets when all of the below criteria exist:

· the technical feasibility of completing the intangible asset so that it will be available for use or sale;

· the intention to complete the intangible asset and use or sell it;

· the ability to use or sell the intangible asset;

· how the intangible asset will generate probable future economic benefits can be demonstrated;

· the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and

· the ability to measure reliably the expenditure attributable to the intangible asset during its development.

Otherwise, it is recognized in the income statement as incurred. Subsequent to initial recognition, a development expenditure is measured at cost less accumulated amortization and any accumulated impairment losses.

The Company currently does not have any development projects which have met the above criteria.

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Acquired in-process research and development

Acquired research and development intangible assets, which are still under development, such as initial upfront and milestone payments for licensed or acquired compounds or technology, are recognized as in-process research & development (IPR&D). IPR&D assets are stated at their purchase cost, together only with any incidental expenses of acquisition.

IPR&D assets are not amortized, but evaluated for potential impairment on an annual basis or when facts and circumstances warrant. Any impairment charge is recorded in the consolidated income statement under “research & development”. Once a project included in IPR&D has been successfully developed it is transferred to the “currently marketed product” category.

Software licenses

Acquired computer software licenses are capitalized as intangibles on the basis of the costs incurred to acquire and bring to use the specific software. These costs are amortized over their estimated useful lives.

Other current and non-current assets

Clinical materials with alternative use, which are not held for sale, are capitalized as either other current assets or other non-current assets, depending on the timing of their expected consumption.

Non-derivative financial instruments:

Trade and other receivables

Trade and other receivables are recognized initially at fair value. Subsequent to initial recognition they are measured at amortized cost using the effective interest method, less any impairment losses.

Trade and other payables

Trade and other payables are recognized initially at fair value. Subsequent to initial recognition they are measured at amortized cost using the effective interest method.

Cash and cash equivalents

Cash and cash equivalents comprise cash balances and deposits with maturities of three months or less.

Preferred Shares

Series A Preferred Shares were classified as equity rather than debt because they bore no obligation to deliver cash or other financial assets and convert into equity at an agreed rate.

Impairment excluding inventories and deferred tax assets:

Financial assets (including receivables)

A financial asset not carried at fair value through profit or loss is assessed at each reporting date to determine whether there is objective evidence that it is impaired. A financial asset is impaired if objective evidence indicates that a loss event has occurred after the initial recognition of the asset, and that the loss event had a negative effect on the estimated future cash flows of that asset that can be estimated reliably.

An impairment loss in respect of a financial asset measured at amortized cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset’s original effective interest rate. Interest on the impaired asset continues to be recognized through the unwinding of the discount. When a subsequent event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss.

Non-financial assets

The carrying amounts of the Group’s non-financial assets, other than inventories and deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. For intangible assets that have indefinite useful lives or that are not yet available for use, the recoverable amount is estimated each period at the same time.

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Revenue

Revenue is recognized to the extent that we obtain the right to consideration in exchange for performance and is measured at the fair value of the consideration received excluding Value-Added Tax (VAT). If a payment is for multiple deliverables, then an allocation of the fair value of each deliverable is assessed based on available evidence, judgment is required to attribute the fair value to the various elements.

We regularly review and monitor the performance of the GSK Collaboration and License Agreement in terms of the proportion of total services to be performed for each deliverable and the period of time over which the revenue is deferred based on facts known at the time. If circumstances arise that may change the original estimates of progress toward completion of a deliverable, then estimates are revised. These revisions may result in increases or decreases in estimated revenues and are reflected in income in the period in which the circumstances that give rise to the revision become known to management. Performance of contract deliverables may vary significantly over time from initial estimates, and, therefore, the amount of revenue recognized is subject to variations. In previous periods there has been no material difference from our estimates to the amount of revenue that can be reliably recognized. In the six months ended December 31, 2015, the Group refined its approach for analyzing the components of its deliverables under the GSK Collaboration and License Agreement in respect of the timing of services being performed. This change did not have a significant impact on revenue recognition.

Operating leases

Costs in respect of operating leases are charged to the income statement on a straight-line basis over the lease term. There are no assets held under finance leases.

Research and development expenditure

Research and development expenditure includes direct and indirect costs of these activities, including staff costs and materials, as well as external contracts. All such expenditure is expensed as incurred unless the capitalization criteria of International Accounting Standard (“IAS”) 38, ‘Intangible Assets’ have been satisfied, in which case the costs are capitalized as intangible assets.

Pension costs

The Group operates a defined contribution pension scheme for its executive directors and employees. The contributions to this scheme are expensed to the Consolidated income statement as they fall due.

Share-based compensation

The Group operates equity-settled, share-based compensation plans. Certain employees of the Group are awarded options over the shares in the parent company. The fair value of the employee services received in exchange for these grants of options is recognized as an expense, using the Black-Scholes OPM, with a corresponding increase in reserves. The total amount to be expensed over the vesting period is determined by reference to the fair value of the options granted and assumptions about the number of options that are expected to vest.

Government grants

Government grants are recognized as Other income over the period necessary to match them with the related costs when there is reasonable assurance that the Group will comply with any conditions attached to the grant and the grant will be received.

Taxation

Tax on the profit or loss for the period comprises current and deferred tax. Tax is recognized in the income statement except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity.

Current tax is the expected tax payable or receivable on the taxable income or loss for the period, using tax rates enacted or

substantively enacted at the balance sheet date, and any adjustment to tax payable or receivable in respect of previous years.

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A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized.

Dividends

Dividends received from subsidiary undertakings are accounted for when received. Dividends paid are accounted for in the period when they are paid.

Earnings per share

Basic and diluted net loss per share is determined by dividing net loss by the weighted average number of ordinary shares outstanding during the period. The effect of 31.3 million (year ended June 30, 2015: 31.5 million, 2014: 10.1 million, 2013: 6.2 million) potentially dilutive share options has been excluded from the diluted loss per share calculation because it would have an antidilutive effect on the loss per share for the period.

Adopted IFRS not yet applied

The following standards and interpretations have been issued but are not yet effective and therefore have not been applied in these financial statements.

· Amendments to IAS 16 and IAS 38 ‘Clarification of Acceptable Methods of Depreciation and Amortization’ (mandatory for year commencing on or after January 1, 2016).

· IFRS 15 Revenue from Contracts with Customers (mandatory for year commencing on or after January 1, 2018).

· IFRS 9 Financial Instruments (mandatory for year commencing on or after January 1, 2018).

· IFRS 16 Leases (mandatory for year commencing on or after January 1, 2019).

The Group does not expect the adoption of this guidance to have a material effect on the financial statements, with the exception of IFRS 15 and IFRS 16, which the Group is currently evaluating.

3 Revenue & segmental reporting

Revenue represents recognized income from collaboration agreements.

During the six months ended December 31, 2015 and the years ended June 30, 2015, June 30, 2014 and June 30, 2013, revenue was derived from one customer and the Directors believe that there is only one operating segment.

	For the six months ended December 31,	For the year ended June 30,
	2015	2015	2014	2013
	(£’000)	(£’000)	(£’000)	(£’000)
Revenue	5,499	6,818	355	—

Under the GSK Collaboration and License Agreement, GSK funds the development of, and has an option to obtain an exclusive license to, our NY-ESO TCR therapeutic candidate. In addition, GSK has the right to nominate four additional target peptides, excluding those where Adaptimmune has already initiated development of a TCR therapeutic candidate. The Group received an upfront payment of £25 million in June 2014 and has achieved various development milestones totaling £14.0 million, of which £9.5 million related to milestones achieved during the six months ended December 31, 2015. The Company is entitled to further milestone payments based on the achievement of specified development and commercialization milestones by either the Group or GSK.

In addition to the development milestone payments, the Group is entitled to royalties from GSK on all GSK sales of TCR therapeutic products licensed under the agreement, varying between a mid-single-digit percentage and a low-double-digit percentage

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of net sales. No royalties have been received during the six months ended December 31, 2015. Sales milestones also apply once any TCR therapeutic covered by the GSK Collaboration and License Agreement is on the market.

The GSK Collaboration and License Agreement is effective until all payment obligations expire. The agreement can also be terminated on a collaboration program-by-collaboration program basis by GSK for lack of feasibility or inability to meet certain agreed requirements. Both parties have rights to terminate the agreement for material breach upon 60 days’ written notice or immediately upon insolvency of the other party. GSK has additional rights to terminate either the agreement or any specific license or collaboration program on provision of 60 days’ notice to us. The Group also has rights to terminate any license where GSK ceases development or withdraws any licensed TCR therapeutic in specified circumstances.

The revenue recognized to date relates to the upfront fee and development milestones payments received, which are being recognized in revenue over the period in which we are providing services under the GSK Collaboration and License Agreement. As a result of achieving various deliverables, the Group has recognized £5.5 million of revenue during the six month period ending December 31, 2015.

Geographic information

Noncurrent assets (excluding intangibles and financial instruments) based on geographic location:

	As of December 31,	As of June 30,
	2015	2015	2014
	(£’000)	(£’000)	(£’000)
United Kingdom	8,178	3,115	839
United States	3,938	314	1
	12,116	3,429	840

All revenues for the six months ended December 31, 2015 and the years ended June 30, 2015, 2014 and 2013 originated in the United Kingdom.

4 Expenses

	For the six months ended December 31,	For the year ended June 30,
	2015	2015		2014	2013
	(£’000)	(£’000)		(£’000)	(£’000)
Operating loss is stated after charging:
Operating lease charges:
Plant & machinery	7	—		—	—
Other than plant & machinery	543	387		177	225
Foreign exchange losses/(gains)	82	(66	)	143	33
Depreciation of owned property, plant and equipment (note 11)	771	447		148	30
Amortization of intangibles (note 12)	45	19		—	—
Employee benefits (note 5)	9,949	8,362		2,134	1,312
Subcontracted research and development	5,607	5,649		3,201	2,900
Materials consumed in research and development	1,785	1,839		784	241
Other expenses	4,978	5,313		2,371	1,416
Total expenses	23,767	21,950		8,958	6,157

Research and development expenses	16,467	14,749		7,356	5,361
General and administrative expenses	7,300	7,201		1,602	796
Total expenses	23,767	21,950		8,958	6,157

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Other expenses include amounts receivable by the Group’s auditor and its associates in respect of:

	For the six months ended December 31,	For the year ended June 30,
	2015	2015	2014	2013
	(£’000)	(£’000)	(£’000)	(£’000)
Audit of the Group’s annual accounts	95	85	60	7
Audit-related fees	10	173	15	—
Tax fees	—	—	18	—
All other fees	2	9	—	—

5 Staff numbers and costs

The average number of persons employed by the Group (including directors) during the year, analyzed by category, was as follows:

	For the six months ended December 31,	For the year ended June 30,
	2015	2015	2014	2013
	(Number)	(Number)	(Number)	(Number)
Research and development	137	63	27	17
Management and administration	36	16	4	2
	173	79	31	19

The aggregate staff costs of these persons were as follows:

	For the six months ended December 31,	For the year ended June 30,
	2015	2015	2014	2013
	(£’000)	(£’000)	(£’000)	(£’000)
Wages and salaries	6,780	4,988	1,668	1,050
Social security costs	648	539	175	95
Share based payment—fair value of employee services (note 22)	2,441	2,683	204	112
Pension costs—defined contribution (note 21)	80	152	86	55
	9,949	8,362	2,133	1,312

6 Directors’ remuneration

	For the six months ended December 31,	For the year ended June 30,
	2015	2015	2014	2013
	(£’000)	(£’000)	(£’000)	(£’000)
Directors’ emoluments	393	558	222	157

Total director’s pension contributions for the six months ended December 31, 2015 were £7,500 (For the year ended June 30, 2015: £13,000, 2014: £10,500, 2013: £6,250).

No retirement benefits are accruing to directors (For the year ended June 30, 2015: none, 2014: none, 2013: none) under the Group’s pension schemes.

No directors (For the year ended June 30, 2015: None, 2014: two, 2013: one) exercised share options in the parent company during the six months to December 31, 2015.

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7 Other income

	For the six months ended December 31,	For the year ended June 30,
	2015	2015	2014	2013
	(£’000)	(£’000)	(£’000)	(£’000)
Income from government grants	590	429	149	—
Income from related parties (see also note 24)	10	33	13	7
UK R&D Expenditure Credits	308	—	—	—
Other	—	—	3	—
	908	462	165	7

8 Finance income

Recognized in the income statement:

	For the six months ended December 31,	For the year ended June 30,
	2015	2015	2014	2013
	(£’000)	(£’000)	(£’000)	(£’000)
Bank interest on cash and deposits	321	322	2	9
Net unrealized foreign exchange gains	8,445
Finance income	8,766	322	2	9

9 Finance expense

Recognized in the income statement:

	For the six months ended December 31,	For the year ended June 30,
	2015	2015	2014	2013
	(£’000)	(£’000)	(£’000)	(£’000)
Bank interest on overdrafts	—	—	4	4
Foreign exchange losses on financial assets	—	720	—	—
Finance expense	—	720	4	4

10 Taxation credit

Recognized in the income statement:

	For the six months ended December 31,		For the year ended June 30,
	2015		2015		2014		2013
	(£’000)		(£’000)		(£’000)		(£’000)
Current tax income
UK Research and Development tax credit	1,227		1,308		1,027		578
US corporation tax	(33	)	(158	)	(45	)	—
Adjustments in respect of prior periods	41		189		—		—
Total tax credit in the income statement	1,235		1,339		982		578

Reconciliation of effective tax rate

The total tax credit is lower ( For the year ended June 30, 2015: lower, 2014: lower, 2013: lower ) than the standard rate of corporation tax in the UK.

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The differences are explained below:

	For the six months ended December 31,		For the year ended June 30,
	2015		2015		2014		2013
	(£’000)		(£’000)		(£’000)		(£’000)
Loss before tax	8,594		15,068		8,440		6,146
Tax at the UK corporation tax rate of 20% ( For the year ended June 30, 2015: 20.75%, 2014: 22.5%, 2013: 23.75% )	1,719		3,127		1,899		1,460
Non-deductible expenses	(441	)	(437	)	(82	)	(167	)
Deferred taxes not recognized	(594	)	(2,192	)	(1,174	)	(736	)
Additional allowance in respect of enhanced R&D relief	1,005		1,033		1,067		693
Surrender of tax losses for R&D tax credit refund	(489	)	(475	)	(907	)	(670	)
Tax rate changes	(6	)	94		—		—
Adjustments in respect of prior years	41		189		—		—
Other timing differences	—		—		179		(2	)
Total tax credit in income statement	1,235		1,339		982		578

After accounting for tax credits receivable, there are accumulated tax losses for carry forward in the UK amounting to £28,840,000 as of December 31, 2015 (June 30, 2015: 23,166,000, 2014: £14,131,000, 2013: £7,957,000). These tax losses do not expire. No deferred tax asset is recognized in respect of accumulated tax losses on the basis that suitable future trading profits are not sufficiently certain.

Reductions in the UK corporation tax rate from 20% to 19% from 1 April 2017 and then a further reduction to 18% from 1 April 2020 were substantively enacted in the UK legislation on 18 November 2015.

11 Property, plant and equipment

	Computer equipment		Office equipment	Laboratory equipment		Leasehold improvements	Total
	(£’000)		(£’000)	(£’000)		(£’000)	(£’000)
Cost
At July 1, 2013	12		—	159		—	171
Additions to June 30, 2014	40		28	783		—	851
At June 30, 2014	52		28	942		—	1,022
Additions to June 30, 2015	365		94	1,434		1,224	3,117
Disposals to June 30, 2015	(4	)	—	(120	)	—	(124	)
At June 30, 2015	413		122	2,256		1,224	4,015
Additions to December 31, 2015	384		52	5,176		651	6,263
At December 31, 2015	797		174	7,432		1,875	10,278

Depreciation
At July 1, 2013	5		—	29		—	34
Charge for period to June 30, 2014	10		4	134		—	148
At June 30, 2014	15		4	163		—	182
Charge for period to June 30, 2015	51		11	349		36	447
Disposals to June 30, 2015	(4	)	—	(39	)	—	(43	)
At June 30, 2015	62		15	473		36	586
Charge for period to December 31, 2015	90		18	549		114	771
At December 31, 2015	152		33	1,022		150	1,357

Carrying value
At July 1, 2013	7		—	130		—	137
At June 30, 2014	37		24	779		—	840
At June 30, 2015	351		107	1,783		1,188	3,429
At December 31, 2015	645		141	6,410		1,725	8,921

Leasehold improvement includes £0.8 million ( June 30, 2015: £0.8 million) of assets under construction.

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12 Intangibles

	In-Process R&D	Computer software	Total
	(£’000)	(£’000)	(£’000)
Cost
At July 1, 2013	—	—	—
At June 30, 2014	—	—	—
Additions to June 30, 2015	—	132	132
At June 30, 2015	—	132	132
Additions to December 31, 2015	1,662	138	1,800
At December 31, 2015	1,662	270	1,932
Amortization
At July 1, 2013	—	—	—
At June 30, 2014	—	—	—
Charge for period to June 30, 2015	—	19	19
At June 30, 2015	—	19	19
Charge for period to December 31, 2015	—	45	45
At December 31, 2015	—	64	64
Carrying value
At July 1, 2013	—	—	—
At June 30, 2014	—	—	—
At June 30, 2015	—	113	113
At December 31, 2015	1,662	206	1,868

On November 25, 2015, the Group entered into a Research Collaboration and License Agreement relating to gene editing and HLA-engineering technology with Universal Cells, Inc. (“Universal Cells”). The Group paid an upfront license fee of £1.7 million ($2.5 million) to Universal Cells for in-process R&D and will make further payments of up to $44 million if certain development and product milestones are achieved. Universal Cells would also receive a profit-share payment for the first product, and royalties on sales of other products utilizing its technology.

13 Other current and non-current assets

Other current and non-current assets are clinical materials with alternative use, not held for sale, which are classified as current or non-current based on whether they are expected to be consumed within twelve months.

14 Restricted cash

As of December 31, 2015, the Group had restricted cash of £3,040,000 relating to security deposits for letters of credit relating to leased properties.

15 Trade and other receivables

	As of December 31,	As of June 30,
	2015	2015	2014
	(£’000)	(£’000)	(£’000)
Trade receivables	3,002	2	16
Prepayments and accrued income	3,916	3,310	543
Other receivables	2,015	937	66
	8,933	4,249	625

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16 Short-term deposits

	As of December 31,	As of June 30,
	2015	2015	2014
	(£’000)	(£’000)	(£’000)
Deposits held in pounds sterling	7,500	7,500	—
Deposits held in US dollars	29,343	27,664	—
	36,843	35,164	—

17 Cash and cash equivalents

	As of December 31,	As of June 30,
	2015	2015	2014
	(£’000)	(£’000)	(£’000)
Cash and cash equivalents held in pounds sterling	20,256	28,749	27,468
Cash and cash equivalents held in US dollars	110,782	116,917	2,637
Cash and cash equivalents	131,038	145,666	30,105

The Group’s policy for determining cash and cash equivalents is to include all cash balances, overdrafts and deposits with maturities of three months or less.

When the Group assesses its liquidity position it includes cash and cash equivalents as well as short-term deposits.

18 Trade and other payables

	As of December 31,	As of June 30,
	2015	2015	2014
	(£’000)	(£’000)	(£’000)
Shown within current liabilities:
Trade payables	5,317	1,259	594
Other taxation and social security	749	158	4,944
Deferred income*	8,423	13,295	24,720
Accruals	4,321	2,280	880
	18,810	16,992	31,138

	As of December 31,	As of June 30,
	2015	2015	2014
	(£’000)	(£’000)	(£’000)
Shown within non-current liabilities:
Deferred income*	17,973	9,100	—

*The Group had previously determined that it had a 3 year operating cycle for revenue recognition (consistent with the terms of the collaboration with GSK) and deferred income was therefore shown as a current liability within trade and other payables for the year ended June 30, 2014. As of June 30, 2014, £13,300,000 of the Group’s total deferred income shown within current liabilities was expected to be realized as revenue after 12 months.

Following the Company’s IPO, it has initiated several other research programs such that the GSK partnership will no longer comprise substantially all of the Group’s operations. As a result, the operating cycle of the Group has become less clearly identifiable. Accordingly, as of June 30, 2015 the Group has assumed that its operating cycle is 12 months in the absence of better information, and the amount of deferred income expected to be recognized as revenue after 12 months is shown as a non-current liability.

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19 Capital and reserves

Share capital

	As of December 31,	As of June 30,
	2015	2015	2014
	(£’000)	(£’000)	(£’000)

Allotted, called up and fully paid
424,711,900 ( 2014 : 181,370,100) Ordinary shares of 0.1p each	425	425	181

Ordinary shares

Each holder of ordinary shares is entitled to one vote, on a show of hands and one vote per share on a poll, at general meetings of the Company. On the winding up of the Company, the assets of the Company available for distribution to holders remaining after payment of all other debts and liabilities of the Company shall be paid to the shareholders in proportion to the number of shares held by each of them.

The Directors have the authority to allot new shares or to grant rights to subscribe for or to convert any security into shares in the Company up to a maximum aggregate nominal amount of £150,000. This authority runs for five years and will expire on 17 December 2020.

Preferred shares issued

On September 23, 2014, the Group completed a Series A funding round, whereby Adaptimmune Limited issued 1,758,418 Series A Preferred Shares for net consideration of £60,554,000, after the deduction of fees of £3,031,000. These Series A Preferred Shares were convertible into ordinary shares prior to an IPO at an initial rate of 1:1 and converted into ordinary shares at that rate immediately prior to the admission to trading of the ADSs on NASDAQ. These shares were treated as equity under the provisions of IAS 32, ‘Financial Instruments: Presentation’.

Corporate reorganization

On April 1, 2015, the Group completed a corporate reorganization. Pursuant to the first stage of this reorganization, on February 23, 2015, all shareholders of Adaptimmune Limited exchanged each of the Series A Preferred Shares and ordinary shares held by them for newly issued Series A Preferred Shares and ordinary shares of Adaptimmune Therapeutics Limited on a one-for-100 basis, resulting in Adaptimmune Limited becoming a wholly-owned subsidiary of Adaptimmune Therapeutics Limited. On April 1, 2015, pursuant to the final step in the corporate reorganization, Adaptimmune Therapeutics Limited re-registered as a public limited company with the name Adaptimmune Therapeutics plc.

All Adaptimmune Limited share options granted to directors and employees under share option plans that were in existence immediately prior to the reorganization were exchangeable for share options in Adaptimmune Therapeutics plc on a one-for-100 basis with no change in any of the terms or conditions.

Adaptimmune Therapeutics plc’s Board, management and corporate governance arrangements, and consolidated assets and liabilities immediately following the reorganization were the same as Adaptimmune Limited immediately before the reorganization.

The reorganization has been accounted for in accordance with the principles of reverse acquisition accounting. Accordingly, the historical consolidated financial statements of Adaptimmune Limited and subsidiary prior to the reorganization became those of Adaptimmune Therapeutics plc. For periods prior to the reorganization, the equity of Adaptimmune Therapeutics plc represents the historical equity of Adaptimmune Limited. The nominal value of the share capital has been adjusted to reflect the increase in the number of shares in issue.

All share and per share information presented gives effect to the reorganization by dividing the loss for the period by the weighted average number of shares outstanding of Adaptimmune Therapeutics plc as if the one-for-100 share exchange had been in effect throughout the period.

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Initial public offering

On May 6, 2015, immediately prior to the admission to trading of our ADSs on Nasdaq, all subsisting Series A Preferred Shares in the capital of the Company automatically converted to ordinary shares on a 1:1 basis.

On May 11, 2015, the Company closed its IPO on NASDAQ, issuing 11,250,000 American Depositary Shares representing 67,500,000 ordinary shares with nominal value of £67,500 for proceeds before expenses of £124,058,000. Funding costs of £9,899,000, including underwriter fees of £8,684,000 and other offering expenses of £1,215,000, were incurred and offset against the share premium account.

Dividends

No dividends were paid or declared in the six months ended December 31, 2015 or the years ended June 30, 2015, 2014 and 2013.

Capital management policy

The Group manages the operating cash outflow through its budgeting process, and looks to raise sufficient funds from revenue and equity to cover these outflows.

Nature and purpose of reserves

Exchange reserve

The exchange reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations.

Other reserve

The other reserve has arisen as a result of the Company reorganization described above.

20 Financial instruments

Finance income and expense

Foreign exchange gains and losses on financial instruments, interest income and interest expense are disclosed in notes 8 and 9. There were no gains or losses on financial instruments recognized directly within equity.

Disclosure of fair values of financial assets and liabilities

	As of December 31, 2015		As of June 30, 2015		As of June 30, 2014
	Carrying amount	Fair value	Carrying amount	Fair value	Carrying amount	Fair value
	(£’000)	(£’000)	(£’000)	(£’000)	(£’000)	(£’000)
Financial assets:
Loans and receivables
Trade receivables	3,002	3,002	2	2	16	16
R&D tax credit receivable	2,859	2,859	2,524	2,524	1,027	1,027
Other receivables	2,015	2,015	937	937	66	66

Short-term deposits	36,843	36,843	35,164	35,164	—	—

Cash and cash equivalents	131,038	131,038	145,666	145,666	30,105	30,105
Total financial assets	175,757	175,757	184,293	184,293	31,214	31,214

F- 19

Table of Contents

	As of December 31, 2015		As of June 30, 2015		As of June 30, 2014
	Carrying amount	Fair value	Carrying amount	Fair value	Carrying amount	Fair value
	(£’000)	(£’000)	(£’000)	(£’000)	(£’000)	(£’000)
Financial liabilities:
Financial liabilities at amortized cost
Trade payables	5,317	5,317	1,259	1,259	595	595
Other taxation and social security	749	749	158	158	4,944	4,944
Accruals	4,321	4,321	2,280	2,280	880	880
Total financial liabilities	10,387	10,387	3,697	3,697	6,419	6,419

Detailed below are the assumptions applied in determining the fair value of the financial instruments held by the Group.

Cash and cash equivalents, trade and other payables and trade and other receivables

For cash and cash equivalents, trade and other payables and trade and other receivables with a remaining life of less than one year, the nominal amount is deemed to reflect fair value.

Financial risk management

The Group is exposed in particular to the following risks:

· Liquidity risk

· Market risk (commodity prices and foreign exchange rates)

Liquidity risk

The following are the contractual maturities of financial liabilities, including estimated interest payments and excluding the effect of netting agreements:

	As of December 31, 2015
	Carrying amount	Contractual cash flows	1 year or less
	(£’000)	(£’000)	(£’000)
Financial liabilities at amortized cost
Trade payables	5,317	5,317	5,317
Other taxation and social security	749	749	749
Accruals	4,321	4,321	4,321
Total financial liabilities	10,387	10,387	10,387

	As of June 30, 2015
	Carrying amount	Contractual cash flows	1 year or less
	(£’000)	(£’000)	(£’000)
Financial liabilities at amortized cost
Trade payables	1,259	1,259	1,259
Other taxation and social security	158	158	158
Accruals	2,280	2,280	2,280
Total financial liabilities	3,697	3,697	3,697

F- 20

Table of Contents

	As of June 30, 2014
	Carrying amount	Contractual cash flows	1 year or less
	(£’000)	(£’000)	(£’000)
Financial liabilities at amortized cost
Trade payables	595	595	595
Other taxation and social security	4,944	4,944	4,944
Accruals	880	880	880
Total financial liabilities	6,419	6,419	6,419

Foreign exchange risk

The Group makes purchases in foreign currencies. The Group’s treasury policy gives guidance on the management of its foreign exchange risk on the basis that the cash balance is held in appropriate currencies to meet obligations as they fall due.

Financial assets and liabilities in foreign currencies are as follows:

	As of December 31,		As of June 30,
	2015		2015		2014
	(£’000)		(£’000)		(£’000)
Other receivables	—		—		3
Short-term deposits	29,343		27,664		—
Cash and cash equivalents	110,782		116,917		2,637
Trade payables	(4,321	)	(347	)	(385	)
	135,804		144,234		2,255

A 1% increase in exchange rates would reduce the carrying value of net financial assets and liabilities in foreign currencies as of December 31, 2015 by £1,345,000 ( At June 30, 2015: £1,428,000 decrease, 2014: £22,000 decrease ).

Credit risk

Trade receivables at December 31, 2015 of £3.0 million related to one customer as a result of the Group entering into the GSK Collaboration and License Agreement in 2014. The Group has been transacting with GSK for 18 months, during which time no impairment losses have been recognized. There are no amounts which are past due at December 31, 2015.

The Group held cash and cash equivalents of £131,038,000 and short-term deposits of £36,843,000 at December 31, 2015. The cash and cash equivalents and short-term deposits are held with multiple banks and the Group monitors the credit rating of those banks.

Market risk

Market risk is the risk that changes in market prices, such as in interest rates, commodity prices and foreign exchange rates will affect the Group’s income or the value of its holdings of financial instruments.

The Group has both interest bearing assets and interest bearing liabilities. Interest bearing assets include cash balances and overdrafts, which earn interest at variable rates.

Financial assets and liabilities subject to variable interest rates are as follows:

	Carrying Amount
	At December 31,	At June 30,
	2015	2015	2014
	(£’000)	(£’000)	(£’000)
Cash and cash equivalents	125,502	140,296	30,105
	125,502	140,296	30,105

An increase in Bank of England base rates by 0.5 percentage points would increase the net annual interest income applicable to the cash and cash equivalents as of December 31, 2015 by £628,000 (At June 30, 2015: £701,000 and at June 30, 2014: £151,000).

The Group is exposed to commodity price risk as a result of its operations. However, given the size of the Group’s operations,

the costs of managing exposure to commodity price risk exceed any potential benefits. The directors will revisit the appropriateness of this policy should the Group’s operations change in size or nature. The Group has no exposure to equity securities price risk as it holds no listed or other equity investments.

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21 Employee benefits

The Group operates a defined contribution pension scheme for its executive directors and employees. The assets of the scheme are held separately from those of the company in an independently administered fund. The unpaid contributions outstanding as of December 31, 2015 were £50,000 (At June 30, 2015: £69,000 and at June 30, 2014: £42,000). The pension cost charge for the six months ended December 31, 2015 was £80,000 (For the year ended June 30, 2015: £152,000, June 30, 2014: £86,000 and June 30, 2013: £55,000).

22 Share based compensation

Group share options

As of December 31, 2015, certain of the Group’s employees and directors were members of a share option plan operated by the ultimate parent company. All of these arrangements are settled in equity at a predetermined price and generally vest over a period of four years, with 25% of each award vesting after the first complete year. All share options have a life of ten years before expiry.

The number and weighted average exercise prices of share options (including grant in the year) are as follows:

					For the year ended
	For the six months ended December 31, 2015				June 30, 2015				June 30, 2014
	Number		Weighted average exercise price		Number		Weighted average exercise price		Number		Weighted average exercise price
Outstanding at start of period	31,473,477		£	0.41	10,057,700		£	0.11	6,233,000		£	0.10
Granted	—		£	—	21,779,577		£	0.54	5,627,700		£	0.12
Forfeited	(270,000	)	£	0.37	(383,800	)	£	0.35	(425,000	)	£	0.11
Exercised	—		£	—	—		—		(1,378,000	)	£	0.08
Outstanding at end of period	31,203,477		£	0.41	31,453,477		£	0.41	10,057,700		£	0.11
Exercisable at end of period	7,785,415		£	0.38	5,199,615		£	0.39	2,026,800		£	0.10

There were no options granted in the six months ended December 31, 2015. The weighted average fair value of options granted in the years ended June 30, 2015 and 2014 was £0.42 and £0.08, respectively.

For options outstanding at the end of the period, the range of exercise prices and weighted average remaining contractual life are as follows:

As of December 31, 2015
			Weighted average remaining life:
Exercise price		Number of shares	Expected	Contractual
£	0.05	300,000	0.0 yrs	3.5 yrs
£	0.11	8,404,300	2.7 yrs	7.7 yrs
£	0.14	1,249,600	3.3 yrs	8.3 yrs
£	0.36	10,355,000	4.0 yrs	9.0 yrs
£	0.50	9,008,962	4.2 yrs	9.2 yrs
£	1.82	1,885,615	4.4 yrs	9.4 yrs

F- 22

Table of Contents

As of June 30, 2015					As of June 30, 2014
			Weighted average					Weighted average
Exercise		Number of	remaining life:		Exercise		Number of	remaining life:
price		shares	Expected	Contractual	price		shares	Expected	Contractual
£	0.05	300,000	0.0 yrs	4.0 yrs	£	0.05	300,000	0.0 yrs	5.0 yrs
£	0.11	8,404,300	3.2 yrs	8.2 yrs	£	0.11	8,508,100	4.2 yrs	9.2 yrs
£	0.14	1,249,600	3.8 yrs	8.8 yrs	£	0.14	1,249,600	4.8 yrs	9.8 yrs
£	0.36	10,595,000	4.5 yrs	9.5 yrs
£	0.50	9,018,962	4.7 yrs	9.7 yrs
£	1.82	1,885,615	4.9 yrs	9.9 yrs

Options are granted at the current market price less a fixed discount on a specific grant date during each calendar year. There is therefore no weighted average exercise price as the shares granted each year are all granted at the same price, given in the table above.

The total charge for the six months ended December 31, 2015 relating to share based payment plans was £2,441,000 ( For the year ended June 30, 2015: £2,683,000, 2014: £204,000, 2013: £112,000 ), all of which related to equity-settled share based payment transactions.

Options were valued using the Black-Scholes option-pricing model. No performance conditions were included in the fair value calculations. The fair value per option granted and the assumptions used in the calculation are as follows:

	May 2015	March 2015	December 2014	March/April 2014	January 2013
Share price at grant date	£1.82	£0.86	£0.39	£0.14	£0.14
Exercise price	£1.82	£0.50	£0.36	£0.11	£0.11
Number of employees	11	32	78	28	16
Shares granted in period	1,885,615	9,183,962	10,710,000	5,627,700	4,037,500
Vesting year (years)	1-4 years	1-4 years	1-4 years	1-4 years	1-4 years
Expected volatility	60%	60%	60%	60%	60%
Option life (years)	10 years	10 years	10 years	10 years	10 years
Expected life (years)	5 years	5 years	5 years	5 years	5 years
Risk free rate	1.39%	1.04%	1.54%	1.73%	0.89%
Expected dividend yield	0%	0%	0%	0%	0%
Fair value per option	£0.94	£0.55	£0.21	£0.08	£0.08

The expected volatility is based upon a benchmarking study of similar companies with public securities. The expected life of the option is based on management judgment. The risk free rate is based on the Bank of England’s estimates of gilt yield curve as of the respective grant dates.

23 Capital commitments and contingencies

Capital expenditure commitments

	As of December 31,	As of June 30,
	2015	2015	2014	2013
	(£’000)	(£’000)	(£’000)	(£’000)
Future capital expenditure contracted but not provided for	13,930	1,633	9	—

At December 31, 2015, future capital expenditure contracted but not provided for predominately relates to leasehold improvements arising on the fit out of laboratory and office space in Oxfordshire, UK and Philadelphia, USA.

Other commitments

On November 25, 2015, the Company entered into a Research Collaboration and License Agreement with Universal Cells. The Company paid an upfront license fee of £1.7 million ($2.5 million) to Universal Cells for in-process R&D and will make further payments of up to $44 million if certain development and product milestones are achieved. Universal Cells would also receive a profit-share payment for the first product, and royalties on sales of other products utilizing its technology.

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Table of Contents

Commitments under non-cancellable operating leases

The total of future minimum lease payments payable under the entity’s non-cancellable operating leases for each of the following periods is as follows:

	As of December 31,		As of June 30,
	2015		2015		2014		2013
	Land and Buildings	Other	Land and buildings	Other	Land and buildings	Other	Land and buildings	Other
	£’000	£’000	£’000	£’000	£’000	£’000	£’000	£’000
Within one year	1,078	—	914	—	57	—	113	—
Within two to five years	11,594	—	2,772	—	—	—	—	—
Over five years	19,249	—	85	—	—	—	—	—
	31,921	—	3,771	—	57	—	113	—

The charge in the income statement for operating leases was £550,000 for the six months ended December 31, 2015 ( For the year ended June 30, 2015: £387,000 2014: £177,000, 2013: £225,000 ).

The Company leases laboratory and office property in Oxfordshire, UK and Philadelphia, USA.

24 Related parties

During the year, the Group entered into transactions, in the ordinary course of business, with other related parties.

Transactions entered into and trading balances outstanding as of December 31, 2015 are as follows:

	Invoiced to related party*	Purchases from related party	Amounts owed by related party	Amounts owed to related party
	(£’000)	(£’000)	(£’000)	(£’000)
*Related party*
Immunocore Limited	29	1,039	2	191
New Enterprise Associates	—	21	—	—
OrbiMed Advisors LLC	—	21	—	—

Transactions entered into and trading balances outstanding as of June 30, 2015 are as follows:

	Invoiced to related party*	Purchases from related party	Amounts owed by related party	Amounts owed to related party
	(£’000)	(£’000)	(£’000)	(£’000)
*Related party*
Immunocore Limited	86	1,617	2	90
New Enterprise Associates	—	11	—	2
OrbiMed Advisors LLC	—	6	—	—

Transactions entered into and trading balances outstanding as of June 30, 2014 are as follows:

	Invoiced to related party*	Purchases from related party	Amounts owed by related party	Amounts owed to related party
	(£’000)	(£’000)	(£’000)	(£’000)
*Related party*
Immunocore Limited	35	1,280	7	114

* includes pass-through costs

Immunocore Limited, New Enterprise Associates and OrbiMed Advisors LLC are related parties because they are the beneficial owner of more than 5% of any class of our voting securities.

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Table of Contents

During the period, Immunocore Limited has invoiced the Group in respect of the transitional services agreement, property rent and joint patent costs. The Group has invoiced Immunocore Limited in respect of the transitional services agreement.

During the period, New Enterprise Associates has invoiced the Group for travel expenses of directors David Mott, Ali Behbahani and Elliot Sigal.

During the period, OrbiMed Advisors LLC has invoiced the Group for travel expenses of director Peter Thompson.

Remuneration of Key Management Personnel

The remuneration of the Directors and Executive Officers, who are the key management personnel of the Group, is set out below in aggregate for each of the categories specified in IAS 24, ‘Related Party Disclosures’.

	For the six months ended December 31,	For the year ended June 30,
	2015	2015	2014	2013
	(£’000)	(£’000)	(£’000)	(£’000)
Short-term employee benefits	1,321	1,311	335	157
Share-based payments	1,759	2,107	95	48
	3,080	3,418	430	205

F- 25

Exhibit 4.3

***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.

Execution Copy

AMENDMENT AGREEMENT NO. 1

DATED: May 8, 2015 (“ Commencement Date ”)

PARTIES

(1) ADAPTIMMUNE LIMITED a company incorporated in the United Kingdom under number 06456741 whose registered office is at 91 Milton Park, Abingdon, Oxon OX14 4RY (“ Adaptimmune ”); and

(2) GLAXOSMITHKLINE INTELLECTUAL PROPERTY DEVELOPMENT LTD whose registered office is at 980 Great West Road, Middlesex, TS8 9GS, United Kingdom (“GSK”) .

BACKGROUND

(A) GSK and Adaptimmune entered into a Collaboration and Licence Agreement with effective date of May 30, 2014 (“ Collaboration Agreement ”).

(B) GSK and Adaptimmune now want to amend the Collaboration Agreement in accordance with Section 16.8 of the Collaboration Agreement, as set out in this Amendment Agreement.

1. DEFINITIONS

1.1 In this Amendment Agreement words and expressions shall have the same meaning as set out in the Collaboration Agreement save as explicitly provided otherwise in this section 1.1 or elsewhere in this Amendment Agreement:

Amendment Agreement	Shall mean this Agreement.
Commencement Date	Shall mean the date set out above.

1.2 In this Agreement:

1.2.1 References to sections and clauses are to sections and clauses of this Amendment Agreement unless otherwise provided;

1.2.2 Headings are used for convenience only and do not affect its interpretation;

1.2.3 (a) the word “including” shall be deemed to be followed by the phrase “without limitation” or like expression; (b) the singular shall include the plural and vice versa; and (c) masculine, feminine and neuter pronouns and expressions shall be interchangeable; and

1.2.4 References to a statutory provision include references to the statutory provision as modified or re-enacted or both from time to time and to any

subordinate legislation made under the statutory provision.

2. EFFECT OF AMENDMENTS

2.1 The amendments set out in section 3 below shall come into effect on the Commencement Date and shall amend the Collaboration Agreement as from the Commencement Date.

2.2 Save as explicitly provided in this Amendment Agreement, the Collaboration Agreement will continue in full force and effect.

3. AMENDMENTS

3.1 The JSC has amended the Initial Development Plan as reflected in the minutes of the JSC meeting on 2 nd July 2014, and attached to this Amendment Agreement as Exhibit 1 for information purposes. As a result, certain Generation 1 Clinical Milestones set forth in Table #1 of Schedule 2 of the Collaboration Agreement shall be amended, ***

. The specific amendments to the Generation 1 Clinical Milestones are as follows:

3.1.1 The Milestone entitled ***

shall be deleted and replaced as follows:

.”

3.1.2 The Milestone entitled ***

shall be deleted and replaced as follows: ***

.”

3.1.3 The Milestone entitled ***

shall be deleted and replaced as follows: ***

.”

3.1.4 The Milestone entitled “***

*** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.

“ shall be deleted and replaced as follows: “*** .”

3.2 For ease of reference, all Generation 1 Clinical Milestones set forth in Table #1 of Schedule 2 as of the Commencement Date, including those amended by this Amendment Agreement, are set forth below:

*Generation 1 Clinical Milestones:*
***		***
First site initiation of protocol for Sarcoma Cohort 2 of the Phase I/IIa Sarcoma cancer study (“ Sarcoma Cohort 2 ”)		2.5
First site initiation of protocol for Sarcoma Cohort 3 of the Phase I/IIa Sarcoma study (“ Sarcoma Cohort 3 ”)		2.5
First site initiation of protocol for the Phase I/IIa NSCLC study included in the Initial Development Plan (“ NSCLC Study ”)		2.5
***		2.5
***		***
***		***
***		***
***		***
Initiation of companion diagnostic development program as defined in the Initial Development Plan		2.0
***		***

4. GENERAL

4.1 Sections 16.1, 16.2, 16.3, 16.4, 16.5, 16.7 and 16.11 of the Collaboration Agreement shall apply equally to this Amendment Agreement.

4.2 This Amendment Agreement is governed by and shall be construed in accordance with English law.

4.3 This Amendment Agreement together with the Collaboration Agreement (incorporating all schedules and exhibits) constitutes the entire agreement between the parties relating to its subject matter. Each party acknowledges that it has not entered into this Amendment Agreement on the basis of any warranty, representation, statement, agreement or undertaking except those expressly set out in this Amendment Agreement

*** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.

or the Collaboration Agreement (as amended). Each party waives any claim for breach of this Amendment Agreement, or any right to rescind this Amendment Agreement in respect of, any representation which is not an express provision of this Amendment Agreement together with the Collaboration Agreement (as amended). Nothing in this clause excludes any liability which either party may have to the other (or any right which either party may have to rescind this Amendment Agreement) in respect of any fraudulent misrepresentation or fraudulent concealment prior to the execution of this Amendment Agreement.

The parties agree to enter into, and be bound by, this Amendment Agreement by their duly authorised representatives as of the Commencement Date.

SIGNED for and on behalf of ADAPTIMMUNE LIMITED :

/s/ Helen Tayton-Martin		(signature)

Chief Operating Officer		(position)

H.K. Tayton-Martin		(name)

SIGNED for and on behalf of GLAXOSMITHKLINE INTELLECTUAL PROPERTY DEVELOPMENT LIMITED :

/s/ Paul Williamson		(signature)

Authorised Signatory
For and on behalf of
Edinburgh Pharmaceutical Industries Limited Corporate

Corporate Director		(position)

Paul Williamson		(name)

EXHIBIT 1 — JSC MINUTES

***

*** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.

Exhibit 4.4

CONFIDENTIAL – FINAL EXECUTION VERSION

AMENDMENT AGREEMENT NO. 2

DATED: .....2 February 2016 (“ Commencement Date ”)

PARTIES

(1) ADAPTIMMUNE LIMITED a company incorporated in the United Kingdom under number 06456741 whose registered office is at 101 Milton Park, Abingdon, Oxon OX14 4RY (“ Adaptimmune ”); and

(2) GLAXOSMITHKLINE INTELLECTUAL PROPERTY DEVELOPMENT LTD whose registered office is at 980 Great West Road, Middlesex, TS8 9GS, United Kingdom ( “GSK” ).

BACKGROUND

(A) GSK and Adaptimmune entered into a Collaboration and Licence Agreement with effective date of May 30, 2014 which was amended by an amendment agreed dated 8 May 2015 (together referred to below as the “ Collaboration Agreement ”).

(B) The Parties now wish to further amend the Collaboration Agreement to, inter alia , expand the activities to be conducted under the Development Plan, including the performance of a sarcoma pivotal trial, non-synovial sarcoma study, combination studies and multiple Generation 2 Therapy approaches, and to set forth the terms on which the foregoing activities will be conducted.

(C) GSK and Adaptimmune now wish to further amend the Collaboration Agreement as set out in this Amendment Agreement in accordance with Section 16.8 of the Collaboration Agreement.

1. DEFINITIONS

1.1 In this Amendment Agreement words and expressions shall have the same meaning as set out in the Collaboration Agreement save as explicitly provided otherwise in this Amendment Agreement.

1.2 In this Agreement:

1.2.1 References to sections and clauses are to sections and clauses of this Amendment Agreement unless otherwise provided;

1.2.2 Headings are used for convenience only and do not affect its interpretation;

1.2.4 References to a statutory provision include references to the statutory provision as modified or re-enacted or both from time to time and to any subordinate legislation made under the statutory provision.

2. EFFECT OF AMENDMENTS

2.1 The amendments set out in section 3 below shall come into effect on the Commencement Date and shall amend the Collaboration Agreement as from the Commencement Date.

2.2 Save as explicitly provided in this Amendment Agreement, the Collaboration Agreement will continue in full force and effect.

3. AMENDMENTS

3.1 Amendment to Schedule 1 (Development Plan) of the Collaboration Agreement . Schedule 1 of the Collaboration Agreement shall be deleted in its entirety and replaced

with the contents of Exhibit 1 to this Amendment Agreement. Addition of any further studies, trials or programs not set out in the Development Plan (as amended in accordance with this Amendment Agreement and/or as set forth in Exhibit 1) will require mutual written agreement by the Parties in accordance with Section 16.8 of the Collaboration Agreement.

3.2 Amendment to Schedule 2 (Milestone Fees) of the Collaboration Agreement . Schedule 2 of the Collaboration Agreement shall be deleted in its entirety and replaced with the contents of Exhibit 2 to this Amendment Agreement.

3.3 Generation 2 Program; Clarification of Option . As set forth in Exhibit 1 to this Amendment Agreement, Adaptimmune will conduct one Phase 1/2 study for each of two Generation 2 Therapies. The JSC shall be responsible for selecting the two Generation 2 Therapies to advance to Phase 1/2 and approve the commencement of each Phase 1/2 study. In relation to the Option, the requirement for the Phase 1/2 Data Package for the Generation 2 Therapy in Section 6.1.1(i) shall be amended to mean the Phase 1/2 Data Packages for each of the first two Generation 2 Therapies that enter Clinical Phase.

3.4 Changes to Section 1 of the Collaboration Agreement

3.4.1 The following definitions shall be added to Section 1.1 of the Collaboration Agreement and shall also apply to the interpretation of this Amendment Agreement:

Amendment Agreement		means the Amendment Agreement dated [insert].

Clinical Phase		has the meaning given in Schedule 1.

Combination Partner		means the Third Party or potential Third Party in relation to which the JSC has agreed to perform a Generation 1 Combination Trial.

Commencement Date		means 2 February 2016.

Generation 1 Combination Trial(s)		means the clinical studies described in Schedule 1 under the heading “Generation 1 Combination Trials”.

Non-synovial Sarcoma Study		means the activities set forth in Schedule 1 under the heading “Non-synovial Sarcoma Phase 1/2a”.

Sarcoma Pivotal Trial		means the activities set forth in Schedule 1 under the heading “Sarcoma Pivotal Trial”.

3.5 Generation 1 Combination Trial additional terms . The Development Plan provides that certain combination studies may be carried out. The following additional provisions shall apply to such Generation 1 Combination Trials and shall be added as additional sections 3.11 and 3.12 to the Collaboration Agreement:

“3.11 Performance of Generation 1 Combination Trials . The Development Plan for the Initial Target Program includes the performance of up to six (6) Generation 1 Combination Trials. The JSC shall agree on which of the six (6) Generation 1 Combination Trials shall be undertaken and the timing of when to commence such Generation 1 Combination Trials. A further two (2) Generation 1 Combination Trials may be recommended by the JSC, which may include combinations with a molecule Controlled by GSK; provided that notwithstanding anything to the contrary in the Agreement, neither Party shall have final say with respect to whether any of such further two (2) Generation 1 Combination Trials will be conducted and instead will require written agreement from both Parties prior to initiation in accordance with Section 16.8 of this Agreement. The following provisions shall apply in relation to all Generation 1 Combination Trials other than any Generation 1 Combination Trial in which a molecule Controlled by GSK is being used:

3.11.1 Adaptimmune will be responsible for negotiating and executing an agreement (“ Combination Agreement ”) with the relevant Combination Partner in relation to the performance of any Generation 1 Combination Trial approved by the JSC. GSK will not be a party to such Combination Agreement.

3.11.2 GSK will enter into multi-party confidentiality agreements with Adaptimmune

and the relevant Combination Partner sufficient to enable discussion of any Generation 1 Combination Trial and Combination Agreements relating to such with the relevant Combination Partner. In addition, GSK will agree in writing to be bound by the obligations of confidentiality to the Combination Partner under the applicable Combination Agreement in order to permit the disclosure to GSK of data, results or other confidential information arising as a result of the performance of the Combination Agreement.

3.11.2 GSK will agree in writing with Adaptimmune to comply with any obligations or terms (a) which would or may transfer to GSK on exercise of the Initial Target Program Option or which are required to be imposed on GSK under the Combination Agreement and provided that GSK has agreed to accept such obligations or terms in writing during the negotiation of the relevant agreement between Adaptimmune and the relevant Combination Partner.

3.11.3 Adaptimmune will provide GSK with all term sheets for all Combination Agreements for GSK’s review in a timely manner to allow GSK to provide comments. The parties will discuss GSK’s comments and work together to incorporate all comments provided by GSK for Adaptimmune to provide a final term sheet for GSK’s approval prior to the anticipated execution of the applicable Combination Agreement. For clarity, Adaptimmune will not execute any Combination Agreement or agree to any term sheet with any Combination Partner without GSK’s prior written approval of the terms in such Combination Agreement or term sheet. In addition, any material changes to the Combination Agreement will require GSK’s prior written approval. GSK will provide all such approvals described in this Section 3.11.3 in a timely manner and will not unreasonably withhold its approvals. Notwithstanding the foregoing, the terms of the Combination Agreement will include the following (and where not included, such exclusion being approved by GSK as described above):

(a) provisions relating to data access rights for GSK and provisions to ensure that all data generated from the Generation 1 Combination Trial is shared directly with GSK by Adaptimmune or the relevant Combination Partner in a timely manner;

(b) the ability for up to two representatives of GSK to attend all meetings with Regulatory Authorities as either adviser or observer, as appropriate, to the extent such meetings relate to the relevant Third Party Generation 1 Combination Trial;

(c) intellectual property provisions sufficient to enable GSK to use Intellectual Property Rights arising from the performance of the Generation 1 Combination Trial following GSK’s exercise of the Initial Target Program Option to the extent required for exploitation of the resulting combination therapy, which for clarity will include (i) Adaptimmune’s sole ownership of Intellectual Property Rights specific to the Therapy and/or Licensed Product used in the applicable Generation 1 Combination Trial, and (ii) Adaptimmune’s joint ownership (with the relevant Combination Partner) of Intellectual Property Rights specific to the combination of the Therapy and/or Licensed Product together with the applicable Combination Partner product or molecule used in the Generation 1 Combination Trial. For clarity, Adaptimmune will not be required to obtain any right to use any Intellectual Property Rights specific to the Combination Partner product or molecule used in the Generation 1 Combination Trial other than in combination with the Licensed Product. All Intellectual Property Rights owned by or licensed to Adaptimmune under all Combination Agreements as described above will be licensable or sublicensable to GSK by Adaptimmune upon exercise of the Initial Target Program Option as Collaboration Program IP under clause 6.6.1(a);

(d) provisions providing GSK with the ability to attend meetings between Adaptimmune and the applicable Combination Partner where the design of any Generation 1 Combination Trial (including the protocol for such trial) or material or strategic decisions relating to such Generation 1 Combination Trial are discussed in

order to allow GSK the opportunity to directly input into such design and/or decisions. For clarity, where Adaptimmune and GSK do not agree on the input provided to the Collaboration Partner as described above, then as between GSK and Adaptimmune, GSK shall have final say in the same manner as if the dispute arose at the JSC and in accordance with Section 4.5. For clarity, GSK will not be involved in the day-to-day operations or project management decisions relating to the performance of any Third Party Generation 1 Combination Trial prior to exercise of Initial Target Program Option.

3.11.5 Adaptimmune will provide all SUSARs it receives and which arise from any Generation 1 Combination Trial to GSK as soon as possible after receipt, in each case such disclosure and use being subject to any restrictions or obligations in the Combination Agreement to which GSK has prior agreed.

3.11.6 In performing the Combination Agreement, Adaptimmune will use Commercially Reasonable Efforts to ensure that patient consent forms include provisions permitting the release of personal data and information to GSK.

3.12 To the extent the Parties or JSC as applicable agree to perform a Generation 1 Combination Trial using a GSK molecule prior to exercise by GSK of the Initial Target Program Option, a separate agreement will be agreed between GSK and Adaptimmune in relation to the performance of such Generation 1 Combination Trial. The agreement will include provisions for data sharing and use of data and results arising from the Generation 1 Combination Trial. Adaptimmune will conduct and sponsor the relevant Generation 1 Combination Trial. ***

.”

3.6 Combination Trials, changes to Option exercise . The following Section 6.10A shall be added to the Collaboration Agreement:

*** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.

“6.10A On exercise of the Initial Target Program Option by GSK, GSK shall take over any obligations or responsibilities imposed under a Combination Agreement and in relation to which it has agreed to take over in accordance with Section 3.11.2. To the extent reasonably required or necessary for the taking over such obligations and responsibilities, GSK will timely execute any document or further agreement (including with the Combination Partner if applicable). The technology transfer provisions of Section 6.11 shall apply equally to results and data arising out of any Generation 1 Combination Trial, to the extent permitted in the relevant Combination Agreement.”

3.7 Sarcoma Commercialisation Option . The following additional provisions shall be added to the Collaboration Agreement as follows:

“4.10A For clarity, the JSC shall not automatically cease until completion of all required performance of the Initial Development Plan by Adaptimmune in accordance with Section 6.11.3.

6.1.1A Commencing upon first site initiation for the Sarcoma Pivotal Trial, Adaptimmune shall grant and hereby grants to GSK an exclusive option (“ Sarcoma Commercialisation Option ”) for GSK to have exclusive commercialisation rights in relation to the Generation 1 Therapy for use in patients with sarcoma (including each of synovial and non-synovial types). The Sarcoma Commercialisation Option shall expire on the date that is *** prior to the anticipated date for regulatory filing with the FDA for approval of the Generation 1 Therapy in sarcoma, which date shall not be earlier than *** (“ Commercialisation Option Date ”). The JSC will agree and regularly review the Commercialisation Option Date and whether such date should be delayed based on progress of the Sarcoma Pivotal Trial. If GSK does not exercise the Sarcoma Commercialisation Option by the Commercialisation Option Date, then promptly thereafter the Parties will discuss the reasons for failure to exercise on a timely basis and in good faith agree appropriate next steps for

*** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.

commercialisation of the Generation 1 Therapy in sarcoma (including compensation for Adaptimmune should Adaptimmune take forward such commercialisation and GSK subsequently exercises the Initial Target Program Option). For the avoidance of doubt, in the event that GSK exercises the Initial Target Program Option prior to the Commercialisation Option Date, the Sarcoma Commercialization Option shall expire and be of no further force and effect.

6.1.1B The Sarcoma Commercialisation Option is granted in addition to the Initial Target Program Option but shall not constitute an Option as defined under this Agreement. Where the Sarcoma Commercialisation Option is exercised and prior to any exercise by GSK of the Initial Target Program Option, Adaptimmune shall be responsible for preparing and submitting all filings necessary to be made with any Regulatory Authority (including without limitation BLAs and MAAs, as applicable) to obtain Regulatory Approvals (such filings collectively referred to as the “Regulatory Filings”) in relation to the Generation 1 Therapy. For clarity, decisions related to countries in which Adaptimmune shall make Regulatory Filings shall be made by the JSC. Prior to submission of any Regulatory Filings with a Regulatory Authority, Adaptimmune shall consult with GSK via the JSC in the preparation and review of such Regulatory Filings. Adaptimmune will provide to GSK via the JSC a copy of all drafts of Regulatory Filings no less than *** days prior to filing with a Regulatory Authority to allow GSK to provide comments; provided, that where the requirements of the applicable Regulatory Authority do not allow for a *** day review period, Adaptimmune shall use Commercially Reasonable Efforts to provide GSK with a reasonable amount of time to provide comments prior to submitting the relevant Regulatory Filing. Adaptimmune will consult with and make all changes requested by GSK with respect to Regulatory Filings. Upon request of GSK, Adaptimmune will promptly provide to GSK a copy of any Regulatory Filing submitted to any Regulatory Authority. Adaptimmune shall own all Regulatory

*** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.

Filings and Regulatory Approvals; provided, that if GSK later exercises the Initial Target Program Option, Adaptimmune will transfer or facilitate transfer of all relevant Regulatory Filings or Regulatory Approvals to GSK to the extent such transfer is permitted and possible in accordance with Applicable Laws.

6.2A GSK may exercise the Sarcoma Commercialisation Option at any time prior to the Commercialisation Option Date by provision of written notice to Adaptimmune specifying that it wishes to exercise the Sarcoma Commercialisation Option. On receipt of such written notice Adaptimmune shall grant to GSK the licence on the terms set out in Section 6.6A.

6.6A Commencing on GSK’s exercise of the Sarcoma Commercialisation Option and upon Adaptimmune obtaining Regulatory Approval of the Generation 1 Therapy for sarcoma (either the synovial or non-synovial type), Adaptimmune shall grant and hereby grants to GSK the following licenses: (a) an exclusive licence under Adaptimmune’s interests in and to Collaboration Program IP and Joint Background to offer for sale and sell Licensed Products arising from the Initial Target Program within the scope of the Regulatory Approval for sarcoma (either the synovial or non-synovial type as applicable); and (b) an exclusive licence under the Adaptimmune Background solely to the extent necessary for GSK to offer for sale and sell Licensed Products arising from the Initial Target Program within the scope of the Regulatory Approval for sarcoma (either the synovial or non-synovial type as applicable). The licence shall continue until expiry of the Initial Target Program Option Period, or if earlier, exercise of the Initial Target Program Option by GSK, and is separate to any other licence granted under Section 6.6; provided, that, for clarity, if GSK exercises the Sarcoma Commercialisation Option and subsequently exercises the Initial Target Program Option, then the licenses granted to GSK under Section 6.6.1 shall apply to GSK’s further commercialization of the Licensed Product as described above. Where GSK exercises the Sarcoma Commercialisation

Option but subsequently does not exercise the Initial Target Program Option prior to expiry of the Initial Target Program Option Period, GSK’s right to commercialise the Licensed Product will terminate effective upon the expiry of the Initial Target Program Option or such later date as the Parties mutually agree to allow and provide for smooth transition of commercialization responsibility to transfer to Adaptimmune or its designee. The restrictions in Section 6.7 shall also apply to the licence granted under this Section 6.6A. The right to sublicence granted in Section 6.8 and any requirements applicable to such sublicensing shall apply equally to the licence granted under this Section 6.6A.

6.6B During the duration of the licence under Section 6.6A and to the extent necessary for GSK to sell Product under such licence, Adaptimmune will manufacture and supply the Licensed Product to GSK. The Parties will use good faith efforts to negotiate and timely agree the terms of a manufacturing and supply agreement for the supply of the Licensed Product (“ Sarcoma Supply Agreement ”) and GSK shall pay to Adaptimmune a supply price equal to *** , such price to be further defined in the Sarcoma Supply Agreement. Where GSK exercises the Initial Target Program Option, the Parties will agree an amendment to the Sarcoma Supply Agreement to ensure continuity of supply of the Licensed Product to GSK for treatment of sarcoma patients, such amendment including provision for the transfer of responsibility for such manufacture to GSK and the timeframes for such transfer, such timeframes not to exceed two years from date of exercise of Initial Target Program Option. The Parties will also negotiate and agree a safety data exchange agreement at the same time as negotiation and agreement of the Sarcoma Supply Agreement.

9.15 Royalties shall be payable by GSK to Adaptimmune on any Net Sales of Licensed Product made after exercise of the Sarcoma Commercialisation Option and prior to the expiry of the licenses granted under Section 6.6A. The provisions of Sections 9.1 – 9.14 shall apply equally to such Net Sales.”

*** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.

3.8 Early exercise of Initial Target Program Option . The following provision shall be added to the Collaboration Agreement:

“6.11.3 If GSK exercises the Initial Target Program Option prior to completion of the Phase 1/2 Data Package for the Generation 1 Product and/or the Phase 1/2 Data Packages for the first two Generation 2 Therapies to enter Clinical Phase, Adaptimmune will continue to perform and be responsible for completion of any remaining items in the Initial Development Plan, unless GSK elects to take over responsibility by notice in writing to Adaptimmune. Where Adaptimmune is required to continue to perform the Initial Development Plan as described above, application of the provisions of Sections 6.11.1 and Sections 6.11.2 shall be suspended in relation to any remaining performance of the Initial Development Plan by Adaptimmune. The Parties will agree the timing for start of transfer of remaining items required under Section 6.11.1 and ceasing of suspension following completion of such Initial Development Plan by Adaptimmune (excluding any tasks elected to be taken over by GSK by notice in writing). Sections 6.11.1 and Sections 6.11.2 shall continue to apply in relation to any portions of the Initial Development Plan which have been completed.”

4. GENERAL

4.1 Sections 15, 16.1, 16.2, 16.3, 16.4, 16.5, 16.7 and 16.11 of the Collaboration Agreement shall apply equally to this Amendment Agreement. Section 10.4 of the Collaboration Agreement shall apply mutatis mutandis to the terms of this Agreement.

4.2 This Amendment Agreement is governed by and shall be construed in accordance with English law.

4.3 This Amendment Agreement together with the Collaboration Agreement (incorporating

all schedules and exhibits) constitutes the entire agreement between the parties relating to its subject matter. Each party acknowledges that it has not entered into this Amendment Agreement on the basis of any warranty, representation, statement, agreement or undertaking except those expressly set out in this Amendment Agreement or the Collaboration Agreement (as amended). Each party waives any claim for breach of this Amendment Agreement, or any right to rescind this Amendment Agreement in respect of, any representation which is not an express provision of this Amendment Agreement together with the Collaboration Agreement (as amended). Nothing in this clause excludes any liability which either party may have to the other (or any right which either party may have to rescind this Amendment Agreement) in respect of any fraudulent misrepresentation or fraudulent concealment prior to the execution of this Amendment Agreement.

The parties agree to enter into, and be bound by, this Amendment Agreement by their duly authorised representatives as of the Commencement Date.

SIGNED for and on behalf of ADAPTIMMUNE LIMITED :	/s/ James Noble		(signature)


	Director	(position)


	James Noble		(name)

SIGNED for and on behalf of GLAXOSMITHKLINE INTELLECTUAL PROPERTY DEVELOPMENT LIMITED :

	/s/ Paul Williamson	(signature)

	Authorised Signatory

	For and on behalf of

	Edinburgh Pharmaceutical Industries Limited Corporate

	Director	(position)


	Paul Williamson	(name)

EXHIBIT 1 — AMENDED DEVELOPMENT PLAN

SCHEDULE 1

DEVELOPMENT PLAN FOR INITIAL TARGET PROGRAM

***

Initial Target Program Generation 1

***

Ongoing Studies

Study Number		Indication
***		***
***		***
***		***
***		***

*** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.

***		***
***		***

Clinical
General:

· ***

· Long-term follow-up strategy : ***

*** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.

· ***

Sarcoma Phase 1/2a: ***

Amend current protocol: ***

· *** :

· *** .

· ***

Sarcoma Pivotal Trial: ***

*** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.

Non-synovial Sarcoma Phase 1/2a: ***

Ovarian Phase 1/2a: ***

*** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.

· *** :

· ***

· *** :

· ***

Non-Small Cell Lung Cancer Phase 1/2a: ***

· Operational activities:

· ***

Generation 1 Combination Trials : ***

*** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.

Indication	Combination Target	# of patients

***	***	***

***	***	***

***	***	***

***	***	***

***

Regulatory: ***

CMC, Analytical, Companion Diagnostic

***

*** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.

CMC - Version 1.5 and Version 2.0

***

Manufacturing Process Changes V1.5

· List of Version 1.5 changes to the current Manufacturing Process (see Exhibit A for outline criteria)

· Plasmids

· ***

· Vector

· ***

· T-cells

· ***

· Development Plan

*** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.

· Plasmids

· ***

· Vector

· ***

· T-cell enrichment

· ***

· Change of Media

· ***

· Documentation and reporting of findings for preparation of technology transfer documents and regulatory document.

· Adoption and Comparability for Clinical use

· CMO implementation of T-cell manufacturing changes

· ***

*** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.

· ***

· Plasmid and Vector

· ***

*** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.

· ***

Abbreviations:

***

Companion Diagnostic: ***

*** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.

· ***

· ***.

· ***

Sarcoma Patient Screening Assays V1.5 - Immunohistochemistry

· ***

· ***

*** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.

· ***

· Timeline for Development

· ***

· ***

· ***

Analytical Development V1.5 — ***

· ***

· ***

*** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.

· Timeline for Development

· ***

· Adoption and Comparability for Clinical use

· ***

· *** .

· Release/Potency Assay Development

· ***

· ***

***

· Timeline for Development

· ***

CMC, Analytical and Diagnostic Regulatory: ***

*** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.

· ***

***

Initial Target Program Generation 2

***

· ***

· Project Selection : ***

*** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.

· Timeline: ***

· Acceptance criteria/milestones: ***

· ***

*** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.

· ***

· *** .

· ***

· Clinical Phase 1/2a Studies: ***

· Operational activities:

· ***

*** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.

Maximum Resource/Costs (£)

*** :

Generation 1 Clinical:
***		***
***		***
CMC:
***
***		***
***		***
***		***
***		***
***		***
***		***
***		***
***		***
***		***
***		***
Generation 2:
***		***
***		***
***		***
TOTAL		***

Further details of the above costs are provided in the attached Exhibit A to Schedule 1

The overall costs for the Sarcoma Pivotal Trial, the Non-Synovial Sarcoma Study and the Generation 1 Combination Trials included in Amendment Agreement No. 2 are as follows:

Sarcoma Pivotal Trial : £***

Non-synovial Sarcoma Study : £***

Generation 1 Combination Trials ***

*** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.

Exhibit A to Schedule 1 — Maximum Resource/Costs (£) Detail

***

*** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.

EXHIBIT 2 — AMENDED SCHEDULE 2

Milestone Fees

DEVELOPMENT MILESTONES:

Subject to the terms and conditions set forth below in this Schedule 2 and Articles 8 and 9, GSK shall pay each of the non-refundable, non-creditable Milestone Fees to Adaptimmune that are set forth below upon the first occurrence of the corresponding milestone event with respect to any Collaboration Program or particular Licensed Product, as applicable. Each Milestone Fee shall be paid only one time per Collaboration Program regardless of how many Licensed Products or Therapies achieve the corresponding milestone event and no Milestone Fee shall be payable for any milestone event which is not achieved, except as otherwise provided below.

The Milestone Fees shall be payable as follows:

TABLE #1 Milestones for Initial Target Program Generation 1 and Generation 2		£M
*Generation 2 Pre-clinical Milestones:*
JSC selection of up to four maximum lead priority Generation 2 programs as set forth in the Initial Development Plan		2.0
*CMC milestones:*
***		***
***		***
***		***
***		***

*** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.

*Generation 1 Clinical Milestones:*
***		***
First site initiation of protocol for Sarcoma Cohort 2 of the Phase I/IIa Sarcoma cancer study (“ Sarcoma Cohort 2 ”)		2.5
First site initiation of protocol for Sarcoma Cohort 3 of the Phase I/IIa Sarcoma study (“ Sarcoma Cohort 3 ”)		2.5
First site initiation of protocol for the Phase I/IIa NSCLC study included in the Initial Development Plan (“ NSCLC Study ”)		2.5
***		2.5
***		***
***		***
***		***
***		***
Initiation of companion diagnostic development program as defined in the Initial Development Plan		2.0
***		***

*** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.

*Generation 2 Clinical Milestones:*		£M
***		***
***		***
***		***
***		***
***		***
***		***
***		***

Sarcoma Pivotal Trial Milestones:		£M
***		***
***		***
***		***
***		***
***		***
***		***
***		***

Non-synovial Sarcoma Study Milestones:		£M
***		***
***		***
***		***
***		***
***		***

Generation 1 Combination Trial Milestones:		£M
*Per Generation 1 Combination Trial of * patients***
***		***
***		***

*** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.

*Subsequent Clinical Development Milestones (applicable to both Generation 1 and Generation 2 products)*
***		***
***		***
***		***
***		***
***		***
***		***
***		***
***		***
***		***
***		***

*** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.

TABLE #2 Milestones for Second Target Program		£M
***		***
***		***
***		***
***		***
***		***
***		***
***		***
***		***
***		***
***		***
***		***
***		***
***		***

*** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.

	TABLE #3 Milestones for Target Programs and HLA Programs (other than the Initial Target Program and Second Target Program)	Target Program (£M)	HLA Program (£M)
1	***	***	***
2	***	***	***
3	***	***	***
4	***	***	***
5	***	***	***
6	***	***	***
7	***	***	***
8	***	***	***
9	***	***	***
10	***	***	***
11	***	***	***
12	***	***	***
13	***	***	***
14	***	***	***

1. ***

2. ***

3. ***

4. ***

5. ***

*** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.

6. ***

7. ***

8. ***

9. ***

10. ***

11. ***

12. ***

*** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.

13. ***

	TABLE #4 Milestones for Target Programs (other than the Initial Target Program and Second Target Program)	(£M)
5	***	***
6	***	***
7	***	***
8	***	***
9	***	***
10	***	***
11	***	***
12	***	***
13	***	***
14	***	***

14. ***

14.1 ***

14.2 ***

*** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.

15. ***

16. ***

17. ***

18. ***

*** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.

SALES MILESTONES

Subject to the terms and conditions set forth below in this Schedule 2 and Articles 8 and 9, GSK shall pay to Adaptimmune each of the one-time, non-refundable, non-creditable Sales Milestone Fees on a Licensed Product-by-Licensed Product basis indicated below:

Sales Threshold Milestones:		£M
***		***
***		***
***		***
***		***

*** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.

Exhibit 4.28

RULES of the ADAPTIMMUNE LIMITED

SHARE OPTION SCHEME

(INCORPORATING MANAGEMENT

INCENTIVE OPTIONS)

Adopted by the Company on 30 May 2008

Amended on 13 January 2016

Manches LLP

9400 Garsington Road

Oxford Business Park

Oxford

OX4 2HN

Tel: 01865 722106

Fax: 01865 201012

www.manches.com

RULES OF THE ADAPTIMMUNE LIMITED SHARE OPTION SCHEME

(INCORPORATING ENTERPRISE MANAGEMENT INCENTIVE OPTIONS)

DEFINITIONS

1.	In these Rules

(A)	The following words or expressions bear the following meanings:-

	“ the Act ”	means the Income and Corporation Taxes Act 1988;

	“ the 2003 Act ”	means the Income Tax (Earnings and Pensions) Act 2003;

	“ Associated Company ”	has the meaning given thereto by Section 416 of the Act;

	“ the Auditors ”	means the auditors for the time being of the Company or in the event of there being joint auditors such one of them as the Directors shall select;

	“ the Company ”	means Adaptimmune Limited registered in England under No 6456741;

	“ Connected ”	means that the relevant individual is an employee or a director of, or a Consultant to, a Group Company;

	“ Consultant ”	means any person who is providing consultancy services to a Group Company including, without prejudice to the generality of the foregoing, any member of any Scientific Advisory Board that may from time to time be established by the Company;

	“ control ”		has the meaning given thereto by Section 840 of the Act;

	“ Date of Grant ”		means the date on which an Option is granted under Rule 3;

	“ Dealing Day ”		means a day on which the London Stock Exchange is open for the transaction of business;

	“ the Directors ”		means the Board of Directors for the time being of the Company or a duly authorised Committee thereof or, in relation to any matter relating to a Rollover Option, the board of directors of the Parent Company or a duly authorised committee thereof;

	“Disqualifying Event”		has the meaning given thereto by sections 533 to 539 of the 2003 Act;

	“ Eligible Person ”		means, in relation to the grant of an Option which is not an EMI Option, any employee or Director of a Group Company or any Consultant and in relation to the grant of an EMI Option, a person who satisfies the eligibility criteria set out in Rule 2;

	“ EMI Option ”		means an Option which is a qualifying option to acquire shares for the purposes of Chapter 9 of Part 7 of the 2003 Act;

	“ Existing Share Option ”		means a right to acquire Shares already in issue pursuant to this Scheme and for the time being subsisting;

	“ the Grantor ”		means the person by whom an Option has been granted pursuant to the Rules of this Scheme;

“ the Group ”	means the Company and its subsidiaries;

“ Group Company ”	means a company which is a member of the Group and includes the Company, whether or not it has any subsidiaries at the relevant time;

“ HMRC ”	means HM Revenue & Customs;

“ the London Stock Exchange ”	means London Stock Exchange plc;

“ Market Value ”	(a)	in respect of any shares which are admitted to the Official List of the London Stock Exchange, means the average (rounded up where necessary to the nearest whole penny) of the middle market quotations of such a share as derived from the Daily Official List of the London Stock Exchange for the three Dealing Days immediately preceding the relevant Date of Grant; and

	(b)	in respect of any other shares, has the same meaning as in Part VIII of the Taxation of Chargeable Gains Act 1992 and where such shares comprise Shares in respect of which it is proposed that an Option be granted, their value shall be determined prior to, and for the purposes of, such grant by the Directors;

“ New Share Option ”	means a right to subscribe for Shares pursuant to this Scheme and for the time being subsisting;

	“ N.I. Regulations ”		means the laws, regulations and practices currently in force relating to liability for and the collection of National Insurance contributions;

	“ Option ”		means a New Share Option or an Existing Share Option;

	“ Option Agreement ”		means the agreement executed in respect of the grant of an Option pursuant to Rule 3(D);

	“ Option Holder ”		means a person holding an Option, including, where the context so admits, his Personal Representatives;

	“ Option Holder’s Employer ”		means such member of the Group as is the Option Holder’s employer or, if he has ceased to be employed within the Group, was his employer or such other member of the Group, or other person as, under the PAYE Regulations or, as the case may be, the N.I. Regulations, or any other statutory or regulatory enactment (whether in the United Kingdom or otherwise), is obliged to account for any Option Tax Liability;

	“ Option Price ”		means the price per Share payable on the exercise of an Option as determined by the Directors under these Rules;

	“ Option Shares ”		means the Shares over which an Option subsists;

	“ Option Tax Liability ”		means, in relation to an Option Holder, any liability of the Option Holder’s Employer to account to HMRC or any other tax authority for any amount of, or representing, income

			tax or National Insurance contributions(including employer’s secondary contributions) or any other tax, charge, levy or other sum whether under the laws of the United Kingdom or otherwise which may arise on the grant, exercise, assignment or release of the Option or the acquisition of Shares under this Scheme;

	“ ordinary share capital ”		means all the issued share capital (by whatever name called) of a company other than capital the holders whereof have a right to a dividend at a fixed rate but have no other right to share in the profits of the company;

	“Parent Company”		means Adaptimmune Therapeutics plc, registered in England under no. 9338148;

	“ the PAYE Regulations ”		means the regulations made under section 684 of the 2003 Act or any legislation in force prior to the 2003 Act coming into force;

	“ Performance Option ”		means an Option the exercise of which is normally subject to attainment of a Performance Target;

	“ the Performance Period ”		means, in relation to a Performance Option, the period over which the performance of the Company and/or any other condition is to be measured as mentioned in Rule 6(A) for the purposes of determining whether and to what extent the Performance Target is met;

	“ the Performance Target ”		means the condition or conditions imposed on the exercise of an Option pursuant to Rule 6 as amended and varied from time to time;

“Personal Representatives”	means, in relation to an Option Holder, the personal representatives of the Option Holder (being either the executors of his will to whom a valid grant of probate has been made or, if he dies intestate, the duly appointed administrator(s) of his estate) who have produced to the Company evidence of their appointment as such;

“ Qualifying Subsidiary ”	means a subsidiary which satisfies the conditions of paragraph 11 of Schedule 5 to the 2003 Act;

“Rollover Option”	means an option granted by the Parent Company in exchange for the release of an Option granted by the Company;

“ SSCBA ”	means the Social Security Contributions and Benefits Act 1992;

“ this Scheme ”	means this scheme as constituted in accordance with these Rules as from time to time amended in accordance with these Rules;

“ Shares ”	means fully paid irredeemable ordinary shares in the capital of the Company for the time being; and

“ subsidiary ”	means a company which is both under the control of the Company and which is a subsidiary of the Company within the meaning of Section 736 of the Companies Act 1985.

(B) Where the context so admits or requires the singular includes the plural and the masculine includes the feminine and neuter and vice versa.

(D) A reference to any Act, statute or statutory provision shall include a reference to any statutory modification, amendment or re-enactment thereof.

(E) For the purposes of this Scheme, unless the context otherwise requires:

(1) a Performance Option shall be deemed to have become vested when the notice referred to in Rule 8(C) has been given to the Option Holder by the Directors in respect of that Performance Option, and

(2) any Option other than a Performance Option shall be deemed to have become vested on the first date on which it is exercisable pursuant to Rule 8(B).

(F) A reference to writing or written includes faxes, email and other forms of electronic communication that can be read.

2. ELIGIBILITY FOR EMI OPTIONS

(A) A person is eligible to be granted an EMI Option if (and only if) he is an employee of the Company or a Qualifying Subsidiary and his committed time to the relevant company amounts to at least 25 hours a week, or if less, 75% of his working time, in compliance with paragraph 26 of Schedule 5 to the 2003 Act.

(B) A person is not eligible to be granted an EMI Option at any time when he is not eligible to participate in the Scheme by virtue of paragraph 28 of Schedule 5 to the 2003 Act (no material interest requirement) .

3. GRANT OF OPTIONS

(A) The Grantor may, on such dates as it shall determine, grant Options to such Eligible Persons as it may in its absolute discretion select.

(B) The Grantor may impose a condition preventing the exercise of an Option unless the Option Holder shall have entered into a Deed of Adherence (in such form as may be required by the Company) with the Company and all persons who at the

date of exercise of the Option are holders of shares in the capital of the Company whereby the Option Holder becomes a party to any Shareholders’ Agreement or other document having a similar effect which is in force between the Company and all persons who at the date of exercise of the Option are holders of shares in the capital of the Company.

(C) The Grantor may also specify that the exercise of any Option shall be subject to such objective conditions (in addition to any Performance Target and any condition imposed pursuant to Rule 3(B)) as it may think fit.

(D) An Option shall be granted by the Grantor and the Option Holder executing as a Deed an agreement which shall specify the following:-

(1) if such be the case, that the Option is to be an EMI Option granted in accordance with the provisions of Schedule 5 to the 2003 Act;

(2) the Date of Grant;

(3) the Grantor;

(4) the number of Option Shares;

(5) the Option Price;

(6) any Performance Target and Performance Period imposed pursuant to Rule 6 and any other condition imposed under Rule 3(B) or Rule 3(C);

(7) that it is a term of the Option that the Option Holder agrees to indemnify the Grantor and the Option Holder’s Employer in respect of any Option Tax Liability and against any liability of the Option Holder’s Employer to account to HMRC or any other tax authority for any amounts of, or representing, income tax or National Insurance contributions (including employer’s second Class 1 contributions to the extent permitted by law from time to time) which may arise as a result of the operation of Part 7 of the 2003 Act in relation to any shares acquired pursuant to the exercise of the Option;

(8) the first date on which the Option may be exercised in whole or in part pursuant to Rule 8(B);

(9) the last date on which the Option may be exercised by reason of Rule 8(A);

(10) how the Option may be exercised; and

(11) details of any restrictions attaching to the Option Shares;

and shall otherwise be in such form as the Grantor may from time to time determine.

(E) The Grantor may require that, subject to Rule 3(F), the Option Holder shall agree and undertake with the Company or with any other company which is the Option Holder’s Employer that:

(1) he shall join with the Option Holder’s Employer in making an election , in such terms and such form as the Option Holder’s Employer may require, subject to approval by HMRC as provided in paragraphs 3A and 3B of Schedule 1 to the SSCBA for the transfer to him of the whole of any liability of the Option Holder’s Employer to employer’s secondary Class I National Insurance contributions payable in respect of any gain realised upon the exercise, assignment or release of the Option;

(2) he shall join with the Option Holder’s Employer in making an election , in such terms and such form as the Option Holder’s Employer may require, subject to such approval by HMRC as may from time to time be required by law , for the transfer to him of the whole of any liability of the Option Holder’s Employer to employer’s secondary Class I National Insurance contributions payable in respect of any relevant employment income (as defined in the SSCBA) of the Option Holder;

(3) he shall, if so required by the Company by notice in writing at any time before the Option is exercised, join with the Option Holder’s Employer in making an election , in such terms and such form as the Option Holder’s Employer may require, subject to such approval by HMRC as may from time to time be required by law, prior to the acquisition of any Shares on

the exercise of the Option, under Section 431 of the 2003 Act for the full disapplication of Chapter 2 of the 2003 Act in relation to any shares acquired on the exercise of the Option.

(F) The provisions of Rule 3(E) shall not have effect on any occasion if to do so would contravene the provisions of the SSCBA or of any regulations made under that Act.

(G) The date of the agreement executed pursuant to Rule 3(D) shall be taken for all purposes of this Scheme as the Date of Grant in respect of the relevant Option.

(H) An Option shall not be granted by any person other than the Company without the prior approval of the Directors.

4. OPTION PRICE

(A) Subject to Rule 4(B) and any adjustment being made pursuant to Rule 14, the Option Price shall be determined by the Directors (with the prior consent of the Grantor, where appropriate).

(B) In the case of a New Share Option, the Option Price shall not be less than the nominal value of a Share.

5. NON-TRANSFERABILITY OF OPTIONS

(A) During his lifetime only the individual to whom an Option is granted may exercise that Option.

(B) An Option shall immediately cease to be exercisable and shall lapse if:-

(1) it is transferred or assigned (other than to the Personal Representatives of the Option Holder), mortgaged, charged or otherwise disposed of by the Option Holder; or

(2) the Option Holder is adjudged bankrupt or an interim order is made because he intends to propose a voluntary arrangement to his creditors under the Insolvency Act 1986; or

(3) the Option Holder makes or proposes a voluntary arrangement under the Insolvency Act 1986, or any other scheme or arrangement in relation to his debts, with his creditors or any section of them; or

(4) the Option Holder is otherwise deprived (except on death) of the legal or beneficial ownership of the Option by operation of law or by doing or omitting to do anything which causes him to be so deprived.

6. PERFORMANCE TARGETS

(A) If the Directors (with the prior consent of the Grantor, where appropriate) so determine, the exercise of an Option shall be conditional upon the performance of any one or more of the Company, any other Group Company, the Group, any division of the Company or any other Group Company or the Option Holder or some other objective condition measured over a Performance Period and against such objective criteria as may be determined by the Directors.

(B) Any such Performance Target and the Performance Period applicable shall be specified in the relevant Option Agreement.

(C) Any such Performance Target may provide that the Option shall become vested in respect of a given number or proportion of the Option Shares according to whether, and the extent to which, any given Performance Target is met or exceeded.

(D) After an Option has been granted the Directors may (with the consent of the Grantor, where appropriate) in appropriate circumstances, amend the Performance Target imposed pursuant to Rule 6(A) (and/or any other conditions(s) imposed under Rule 3(B) or Rule 3(C) (together “the Targets”)) PROVIDED THAT no such amendment shall be made unless an event has occurred or events have occurred in consequence of which the Directors reasonably consider that the terms of the existing Targets should be so amended for the purpose of ensuring that either the objective criteria against which the performance of the Group and/or any Group Company and/or any division and/or the Option Holder will then be measured will be a fairer measure of such performance or that any amended Targets will afford a more effective incentive to Option Holders and will be no more difficult to satisfy than were the Targets when first set.

(E) After an Option has been granted the Directors (with the consent of the Grantor, where appropriate) may, in appropriate circumstances, waive altogether any requirement that Targets be met as a condition of exercise of an Option PROVIDED THAT no such waiver shall be made unless an event or events have occurred in consequence of which the Directors reasonably consider that the terms of the existing Targets no longer afford an effective incentive to the Option Holder.

(F) The provisions of Rules 6(D) and 6(E) shall not detract from, and shall be subject to, the provisions of Rule 10(D).

(G) If, in consequence of a Performance Target being met, an Option becomes vested in respect of some but not all of the Option Shares, it shall thereupon lapse and cease to be exercisable in respect of the balance of the Option Shares.

(H) The number of Shares in respect of which an Option shall become vested on any occasion shall be rounded to the nearest whole number.

7. LIMITS

(A) Unless permitted by Schedule 5 to the 2003 Act or such other legislation as may from time to time govern the granting of EMI Options, no person shall be granted EMI Options which would, at the time they are granted, result in that person exceeding the £120,000 maximum entitlement as prescribed in paragraph 5 of Schedule 5 to the 2003 Act.

(B) Unless permitted by Schedule 5 to the 2003 Act or such other legislation as may from time to time govern the granting of EMI Options, no person shall be granted EMI Options which would, at the time that they are granted, result in the Company exceeding the £3,000,000 maximum value of shares prescribed in paragraph 7 of Schedule 5 to the 2003 Act.

(C) A Grantor may only grant EMI Options whilst the requirements of Schedule 5 to the 2003 Act are met and if any of the requirements are not met, the Option shall continue to subsist but not as an EMI Option.

(D) For the avoidance of doubt, the limitations under this Rule 7 do not apply to Options which are not EMI Options.

8. EXERCISE OF OPTIONS

(A) An Option shall not in any event be exercised later than the day immediately preceding the tenth anniversary of the Date of Grant or such earlier date as may be specified in the relevant Option Agreement.

(B) Subject to the following provisions of this Rule and Rules 10, 12 and 13, an Option may not be exercised earlier than such time or times shall be specified in the relevant Option Agreement.

(C) Save as otherwise provided in the following provisions of this Rule and Rules 10, 12 and 13, a Performance Option may only be exercised after the Company has notified the Option Holder that such Option has become vested in respect of such number or proportion of the Option Shares as the Company shall specify in such notice. Within 10 working days of receipt of a written request from an Option Holder the Company shall confirm to the Option Holder by notice in writing whether and to what extent any Option held by him has become vested.

(D) Except as mentioned in Rules 8(E), 8(F) and 8(G) and 10 an Option may not be exercised at any time, unless the Option Holder is then Connected with a Director of a Group Company.

(E) If an Option Holder ceases to be Connected with a Group Company by reason of:-

(1) retirement on or after reaching the age of 65 or the age at which the Option Holder is anticipated to retire in accordance with the terms of his contract of employment; or

(2) injury, ill-health or disability (evidenced to the satisfaction of the Directors; or

(3) the transfer of a business or part of a business to a person who is not a member of the Group; or

(4) the fact that the company by which he is employed is no longer a member of the Group.

then, subject to Rule 10, an Option granted to him may be exercised during the six month period beginning with the date of cessation and if not then exercised shall lapse, provided that, subject to the provisions of Rule 10(D):-

(i) a Performance Option may be exercised only in respect of such proportion of the Option Shares (if any) in respect of which the Option had become vested at the date on which the Option Holder ceased to be Connected with a Group Company or such greater proportion as the Directors may determine and notify to the Option Holder in writing prior to the expiry of the six month period referred to above;

(ii) an Option the exercise of which is subject to the satisfaction of a condition imposed pursuant to Rule 3(C) may only be exercised if such condition has been satisfied or, if it has not been satisfied, to the extent that the Directors may determine and notify to the Option Holder in writing prior to the expiry of the six month period referred to above; and

(iii) an Option which is neither a Performance Option nor an Option the exercise of which is subject to the satisfaction of a condition imposed pursuant to Rule 3(C) may be exercised only in respect of such number of Shares in respect of which it had become vested at the date on which the Option Holder ceased to be Connected with a Group Company or such greater number of Shares as the Directors may determine and notify to the Option Holder in writing prior to the expiry of the six month period referred to above.

(F) Subject to Rule 8(A) if an Option Holder dies whilst he is Connected with a Group Company an Option granted to him may be exercised by his Personal Representatives within the period of twelve months beginning with the date of his death, and, if and insofar as the Option is not then exercised, it shall lapse and cease to be exercisable at the end of that period, provided that, subject to the provisions of Rule 10(D):-

(i) a Performance Option may be exercised only in respect of such proportion of the Option Shares (if any) in respect of which the Option

had become vested at the date of death of the Option Holder or such greater proportion as the Directors may determine and notify to the Option Holder’s Personal Representatives in writing prior to the expiry of the twelve month period referred to above;

(ii) an Option the exercise of which is subject to the satisfaction of a condition imposed pursuant to Rule 3(C) may only be exercised if such condition had been satisfied at the date of the Option Holder’s death or, if it has not been satisfied, to the extent that the Directors may determine and notify to the Option Holder’s Personal Representatives in writing prior to the expiry of the twelve month period referred to above;

(iii) an Option which is neither a Performance Option nor an Option the exercise of which is subject to the satisfaction of a condition imposed pursuant to Rule 3(C) may be exercised only in respect of such number of Shares in respect of which it had become vested at the date of the Option Holder’s death or such greater number of Shares as the Directors may determine and notify to the Option Holder’s Personal Representatives in writing prior to the expiry of the twelve month period referred to above.

(G) If an Option Holder gives or receives notice to terminate his employment by, or consultancy with, any member of the Group or ceases to be Connected with any member of the Group for any reason other than those set out in Rule 8(E) or Rule 8(F) then an Option granted to him may only be exercised (if at all) in relation to such proportion of the Option Shares, and (subject to Rule 8(A)) within such period, as the Directors shall (with the consent of the Grantor, where appropriate) determine and notify to the Option Holder and shall otherwise lapse and cease to be exercisable on the date of cessation, or, if earlier, the date of the notice of such cessation PROVIDED THAT unless such determinations are made by the Directors within the period of three months beginning with the date on which the Option Holder so ceases (or, if earlier gives or is given notice of such cessation) then such Option may not be exercised and shall be deemed to have lapsed and ceased to be exercisable as from the date of such cessation or, if earlier, the date on which notice of such termination was given or received.

(H) A female Option Holder whose employment has been terminated in circumstances such that, pursuant to the Employment Rights Act 1996, she has a right to return to work, shall be deemed for the purposes of this Rule 8 as not

having ceased to be employed within the Group until such time as she is no longer capable, pursuant to that Act, of exercising a right to return to work and shall be deemed not to have ceased to be employed if she exercises that right.

(I) Notwithstanding Rule 8(B), if a Disqualifying Event occurs which would result in an Option ceasing to be an EMI Option, the Directors, may, at their discretion, allow the Option Holder to exercise the Option during the period ending 40 days after the occurrence of the Disqualifying Event. To the extent not so exercised, the Option shall remain exercisable (subject to the rules of the Scheme) but shall no longer be an EMI Option.

9. MANNER OF EXERCISE OF OPTIONS

(A) In order to exercise an Option in whole or in part, the Option Holder (or, as the case may be, his Personal Representatives) must deliver to the Company (acting as agent of the Grantor) a notice in writing (in the form prescribed by the Company and which can be in electronic form) specifying the number of Shares in respect of which the Option is being exercised. Such notice shall be accompanied by payment in full for those shares in respect of which the Option is exercised (save to the extent the Option Holder enters into other arrangements satisfactory to the Company for the payment of any such sum).

(B) In the event of an Option being exercised in part only, the balance of the Option not thereby exercised shall continue to be exercisable in accordance with these Rules.

(C) The Grantor shall not be obliged to issue, transfer or procure the transfer of any Shares or any interest in any Shares under this Scheme unless and until the Option Holder has paid to the Grantor or the Option Holder’s Employer such sum as is, in the opinion of the Grantor or Option Holder’s Employer (as appropriate), sufficient to indemnify the Grantor or the Option Holder’s Employer in full against any Option Tax Liability or has made such other arrangement as, in the opinion of the Grantor, will ensure that the Option Holder will satisfy his liability under such indemnity.

(D) The Grantor shall have the right not to issue, transfer or procure the transfer to or to the order of an Option Holder the aggregate number of Shares to which the Option Holder would otherwise be entitled but to retain out of such aggregate

number of Shares such number of Shares as, in the opinion of the Grantor, will enable the Grantor to sell as agent for the Option Holder (at the best price which can reasonably be expected to be obtained at the time of sale) and to pay over to the Option Holder’s Employer sufficient monies out of the net proceeds of sale, after deduction of all fees, commissions and expenses incurred in relation to such sale, to satisfy the Option Holder’s liability under such indemnity.

(E) The provisions of Rules 9(C) and 9(D) shall not apply in relation to the issue or transfer of Shares on any occasion if, before the date of issue or transfer, the Option Holder has either:-

(1) paid to the Option Holder’s Employer a sum which in the opinion of the Option Holder’s Employer is, or will be, sufficient to satisfy the Option Holder’s liability under the indemnity referred to in Rule 9(C); or

(2) entered into arrangements with the Option Holder’s Employer which, in the opinion of the Option Holder’s Employer, will ensure that such liability is satisfied within such period as the Option Holder’s Employer may determine.

(F) The Company shall be entitled to satisfy any New Share Option in whole or in part by procuring that the relevant number of Shares are transferred to the Option Holder upon the exercise of his Option.

(G) Subject to Rules 9(C) to (E), as soon as practicable and in any event not more than thirty days after receipt by the Company of a notice exercising a New Share Option accompanied by the relevant Option Agreement and the appropriate payment, the Shares in respect of which the New Share Option has been exercised and in respect of which the Company has not exercised its rights pursuant to Rule 9(F) shall be issued by the Company.

(H) Subject to Rules 9(C) to (E), as soon as practicable and in any event not more than thirty days after receipt by the Grantor of a notice exercising an Existing Share Option or (where the Company has exercised its rights pursuant to Rule 9(F) ) by the Company of a notice exercising a New Share Option, in each case in accordance with Rule 9(A), the person transferring shares to the Option Holder shall lodge with the Company a transfer of the number of Shares which

are to be transferred to the Option Holder pursuant to the exercise of his Option together with a certificate covering such Shares (if applicable).

(I) The Company shall be responsible for any stamp duty payable by an Option Holder in respect of the transfer of any Shares to him pursuant to the exercise of an Option.

(J) If, under the terms of a resolution passed or an announcement made by the Company prior to the date of exercise of an Option, a dividend is to be paid or is proposed to be paid to the holders of Shares on the register of members in respect of a record date prior to such date of exercise, any Shares to be allotted upon such exercise shall not rank for such dividend and any dividend payable upon Shares which are to be transferred pursuant to such exercise shall be retained by the transferor. Subject as aforesaid, the Shares so allotted shall be identical to and shall rank pari passu in all respects with the fully paid shares of the same class in issue on the date of such exercise.

(K) All allotments and issues of Shares shall be subject to any necessary consents of HM Treasury or other authorities in the United Kingdom or elsewhere under enactments or regulations for the time being in force and it shall be the responsibility of the Option Holder to comply with any requirements to be fulfilled in order to obtain or obviate the necessity for any such consent.

(L) If Shares are at the date of exercise of an Option listed on the London Stock Exchange or are dealt in on some other public securities market the Company shall at its own expense make the appropriate application for the Shares allotted pursuant to the exercise of such Option to be admitted to the Official List of the London Stock Exchange or to be dealt in on the relevant public securities market (as the case may be).

10. TAKEOVERS

(A) Subject to Rules 8(A), 10(C), 10(D) and 11, if, as a result of either:-

(1) a general offer to acquire the whole of the ordinary share capital of the Company which is made on a condition such that if it is satisfied the person making the offer will have control of the Company; or

(2) a general offer to acquire all the shares in the Company of the same class as the Shares

the Company shall come under the control of another person or persons, the Option Holder shall, whether or not he subsequently or in consequence of the change in control ceases to be Connected with any member of the Group for any reason, be entitled to exercise his Option within the period of four months of the date when the person making the offer has obtained control of the Company and any condition subject to which the offer is made has been satisfied to the extent that his Option shall have vested at such date and to the extent that the Option is not exercised it shall lapse and cease to be exercisable.

(B) For the purposes of the preceding provisions of this Rule a person shall be deemed to have control of the Company if he and others acting in concert with him have together obtained control of it.

(C) An Option Holder shall be entitled to exercise in accordance with Rule 10(A) any Performance Option which has been granted to him unless the Option Agreement pursuant to which such Performance Option was granted provides that such Performance Option may only be exercised pursuant to Rule 10(A) to the extent that it shall have vested at the date on which control of the Company is obtained.

(D) Notwithstanding Rules 10(A) and 10(C), if a person makes such an offer as is referred to in Rule 10(A) or an offer to acquire the whole or substantially the whole of the Company’s business, the Directors may, in their absolute discretion and by notice in writing to all Option Holders, declare all outstanding Options to be exercisable during a limited period specified by the Directors in the notice, whether or not any Performance Targets or conditions imposed under Rules 3(B) or 3(C) have been satisfied and whether or not Options shall have vested. If the Directors so declare, all outstanding Options may be exercised at any time during such period. If not exercised, the Options shall lapse immediately upon the expiry of such period.

11. QUALIFYING EXCHANGE OF SHARES

(A) The provisions of Rule 11(B) shall have effect, and Rule 10(A) shall not apply if another company obtains all the shares of the Company as a

result of a “qualifying exchange of shares” (as mentioned in paragraph 40 of Schedule 5 to the 2003 Act) and the Option Holder is invited to release his rights under his Option in consideration of the grant to him of rights (“the New Option”) which are equivalent but relate to shares in the acquiring company and the requirements of paragraphs 42 and 43 of Schedule 5 to the 2003 Act would be met in relation to the New Option.

(B) If the Option Holder does not agree to release his rights under his Option in consideration of the grant to him of such New Option then his Option shall lapse and cease to be exercisable at the end of the period within which the Option Holder could have accepted such invitation.

12. DEMERGERS AND RECONSTRUCTIONS

(A) Subject to Rule 8(A), if notice is given to shareholders of the Company of a proposed demerger of any member of the Group, Options which are not capable of immediate exercise may then be exercised (notwithstanding that any Performance Target or other condition imposed under Rule 3(B) or 3(C) is not then satisfied) over such number or proportion of the Option Shares as the Directors (with the consent of the Grantor, if it is not the Company) may then determine and notify to Option Holders and within such period as the Directors may specify in such notice to Option Holders SAVE THAT no such notice to Option Holders shall be given unless the Auditors have confirmed in writing to the Grantor that (disregarding any Performance Target subject to which any Option is then exercisable) the interests of Option Holders would or might be substantially prejudiced if before the proposed demerger has effect Option Holders could not exercise their Options and be registered as the holders of the Shares thereupon acquired and to the extent Options are not exercised they shall lapse at the end of the specified period.

(B) Subject to Rule 8(A), if the court sanctions a compromise or arrangement proposed for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation pursuant to section 425 of the Companies Act 1985 Options which are not capable of immediate exercise may, within the period of commencing on the date on which the court sanctions the compromise or arrangement and ending with the date upon which it becomes effective, be exercised (notwithstanding that any Performance Target or other condition imposed under Rule 3(B) or Rule 3(C) is not then satisfied)

over such number or proportion of the Option Shares as the Directors (with the consent of the Grantor, if not the Company) may then determine and notify to Option Holders and to the extent that Options remain unexercised when the compromise or arrangement becomes effective, all Options shall lapse.

13. WINDING-UP

(A) Subject to Rule 8(A), if notice is duly given of a General Meeting at which a resolution will be proposed for a voluntary winding-up of the Company except for the purposes of reconstruction or amalgamation, any Option which shall have vested at the date of such notice shall be exercisable in whole or in part (but so that any exercise hereunder shall be conditional upon such resolution being passed) at any time thereafter until the resolution is duly passed or defeated or the Meeting concluded or adjourned sine die, whichever shall first occur. If such resolution is duly passed an Option shall, to the extent that it has not been exercised, thereupon lapse.

(B) An Option shall lapse immediately in the event of the Company being wound-up otherwise than in the event of a voluntary winding-up.

14. VARIATION OF CAPITAL

(A) In the event of any increase or variation of the share capital of the Company by way of capitalisation or rights issue, sub-division, consolidation or reduction, the Company shall make such adjustments as it considers fair and reasonable.

(B) An adjustment made under this Rule shall be to one or more of the following:-

(1) the number and nominal value of Shares in respect of which any Option may be exercised;

(2) the Option Price;

(3) where an Option has been exercised but no Shares have been allotted, the number of Shares which may be allotted and the subscription price payable for each Share.

(C) No adjustment shall be made such as to result in the subscription price payable for any Share under any New Share Option being reduced to less than the nominal value of that Share.

(D) As soon as reasonably practicable after making any adjustment, the Company shall give notice in writing thereof to any Option Holder affected thereby.

15. GENERAL

(A) The provisions contained or incorporated in the Company’s Articles of Association for the time being with regard to the service of notices on members shall apply mutatis mutandis to any notice to be given under this Scheme to an Option Holder.

(B) The Company shall at all times keep available for issue sufficient authorised and unissued Shares to satisfy all rights from time to time subsisting under Options granted pursuant to this Scheme, taking account of any other obligations of the Company to allot and issue unissued Shares.

(C) The decision of the Directors in any disputes relating to an Option or matter relating to this Scheme shall be final and conclusive.

(D) The costs of introducing and administering this Scheme shall be borne by the Company.

(E) This Scheme shall be administered by the Directors, and the Directors shall have power from time to time to make or vary regulations for the administration and operation of this Scheme provided that such regulations are not inconsistent with these Rules.

(E1) Notwithstanding Rule 15(E), or anything else to the contrary in these Rules, any matter to be determined in relation to a Rollover Option granted to, or held by, the Company’s Chief Executive Officer or its other executive officers must be determined or recommended to the full board of the Parent Company for determination either by:

(1) independent directors constituting a majority of the Parent Company’s board’s independent directors in a vote in which only independent directors participate; or

(2) a compensation committee comprised solely of independent directors.

This Rule 15(E1) shall be interpreted in accordance with the NASDAQ Listing Rules, save that “independent director” shall mean a person who is both an independent director within the meaning of the NASDAQ Listing Rules and a non-employee director within the meaning of Rule16b-3 under the Securities Exchange Act of 1934 of the United States (the “Exchange Act”).

(E2) Subject always to Rule 15(E1), the Directors may delegate their powers to such person or persons as they determine, and on such terms as they determine, provided that the Directors may not delegate their powers and authority to the Chief Executive Officer or other executive officer of the Parent Company with regard to decisions concerning the timing, pricing or amount of a Rollover Option granted to or held by an officer, director and other person subject to Section 16 of the Exchange Act.

(F) This Scheme shall not form part of any contract of employment or consultancy agreement between any Eligible Person and any Group Company and shall not confer on any Eligible Person any legal or equitable rights whatsoever against any such company nor give rise to any claim or cause of action at common law under statute or in equity.

(G) The grant of an option shall not form part of the Option Holder’s entitlement to remuneration or benefits pursuant to his contract of employment or count as wages or remuneration for pension purposes nor does the existence of a contract of employment between any person and any Group Company give such person any right or entitlement to have an Option granted to him in respect of any number of Shares or any expectation that an Option might be granted to him whether subject to any conditions or at all.

(H) The rights and obligations of an Option Holder under the terms of his contract of employment shall not be affected by the grant of an Option or his participation in this Scheme.

(I) The rights granted to an Option Holder upon the grant of an Option shall not afford the Option Holder any rights or additional rights to compensation or damages in consequence of the loss or termination of his office or employment or consultancy with any Group Company for any reason whatsoever (whether or not such termination is ultimately held to be wrongful or unfair).

16. VARIATIONS AND TERMINATION

(A) The Directors may from time to time in their absolute discretion subject to paragraphs (B) and (C) of this Rule waive or amend such of the Rules of this Scheme as they deem desirable.

(B) No modification or alteration shall be made which would abrogate or alter adversely the subsisting rights of Option Holders unless it is made:

(1) with the consent in writing of such number of Option Holders as hold Options under the Scheme to acquire 75 per cent of the Shares which would be issued or transferred if all Options granted and subsisting under the Scheme were exercised; or

(2) by a resolution at a meeting of Option Holders passed by not less than 75 per cent of the Option Holders who attend and vote either in person or by proxy, and for the purposes of this Rule 17(B) the Option Holders shall be treated as a separate class of share capital and the provisions of the Articles of Association of the Company relating to class meetings shall apply mutatis mutandis.

(C) The Directors may terminate this Scheme at any time, but Options granted prior to such termination shall continue to be valid and exercisable in accordance with these Rules.

17. HMRC REQUESTS

The Company shall provide to HMRC (within such time limit as the HMRC directs) any information in relation to this Scheme or the grant of Options under it and an Option Holder shall:-

(1) promptly provide to the Company such information as it may reasonably request; and

(2) consent to the Company providing such information concerning him to HMRC for the purpose of complying with such request from HMRC.

18. EMI

(A) Except as described in this Rule, the Rules of this Scheme shall apply to EMI Options in exactly the same way as they apply to other Options.

(B) The Company shall give notice to HMRC within 92 days of the Date of Grant of an EMI Option in a form complying with paragraph 44 of Schedule 5 to the 2003 Act.

(C) No warranty, representation or undertaking of any nature is given to the holder of an EMI Option that the EMI Option is a qualifying option for the purposes of the 2003 Act or that a disqualifying event will not occur in relation to an EMI Option. Neither the Directors, the Company nor any other person shall be liable to the Option Holder for any loss of whatsoever nature resulting from the failure for any reason of an Option granted as an EMI Option to meet the conditions of Schedule 5 to the 2003 Act, whether such failure results from the inadvertent or deliberate act of the Directors, the Company or any other person or for any other reason whatsoever.

19. GOVERNING LAW

This Scheme and all Options granted hereunder shall be governed by and construed in accordance with English law.

Exhibit 4.29

RULES of the ADAPTIMMUNE LIMITED 2014 SHARE OPTION SCHEME
(INCORPORATING ENTERPRISE MANAGEMENT

INCENTIVE OPTIONS)

Adopted by the Company on 11 April 2014

Amended on 13 January 2016

CONTENTS

1.	DEFINITIONS	3
2.	ELIGIBILITY FOR EMI OPTIONS	9
3.	GRANT OF OPTIONS	9
4.	OPTION PRICE	11
5.	VESTING SCHEDULE AND PERFORMANCE TARGETS	11
6.	LIMITS	12
7.	EXERCISE AND LAPSE OF OPTIONS	13
8.	MANNER OF EXERCISE OF OPTIONS	14
9.	TAX LIABILITIES	16
10.	NON-TRANSFERABILITY OF OPTIONS	17
11.	TAKEOVERS	17
12.	QUALIFYING EXCHANGE OF SHARES	18
13.	SALE	18
14.	LISTING	19
15.	VARIATION OF SHARE CAPITAL	19
16.	RELATIONSHIP WITH EMPLOYMENT CONTRACT	20
17.	VARIATIONS AND TERMINATION	20
18.	HMRC REQUESTS	21
19.	EMI	21
20.	GENERAL	21
21.	GOVERNING LAW AND JURISDICTION	23

RULES OF THE ADAPTIMMUNE LIMITED 2014 SHARE OPTION SCHEME

(INCORPORATING ENTERPRISE MANAGEMENT INCENTIVE OPTIONS)

1. DEFINITIONS

1.1 In these Rules, unless the context otherwise requires, the following words and expressions have the meanings set opposite them:

“Auditors”		the auditors for the time being of the Company or in the event of there being joint auditors such one of them as the Board shall select;

“Board”		the board of directors from time to time of the Company (or the directors present at a duly convened meeting of such board) or a duly authorised committee of directors appointed by that board of directors to carry out any of its functions under this Scheme, or, in relation to any matter relating to a Rollover Option, the board of directors from time to time of the Parent Company (or the directors present at a duly convened meeting of such board) or a duly authorised committee of directors appointed by that board of directors to carry out any of its functions under this Scheme;

“Company”		Adaptimmune Limited, a company incorporated and registered in England with number 6456741;

“Connected”		means that the relevant individual is an employee or a director of a Group Company;

“control”		except as otherwise provided, has the meaning given in Section 719 of ITEPA 2003;

“Date of Grant”		the date on which an Option is granted as provided in Rule 3.6;

“Disqualifying Event”		has the meaning given in sections 533 to 539 of ITEPA 2003;

“Eligible Person”		in relation to the grant of an Option which is not an EMI Option, any employee or director of a Group Company and in relation to the grant of an EMI Option, any employee of a Group Company who satisfies the eligibility criteria set out in Rule 2;

“EMI Notice”		a notice of an option which must be given to HMRC for that Option to be an EMI Option and which complies with the requirements of paragraph 44 of Schedule 5 to ITEPA 2003;

“EMI Option”		an Option which is a “qualifying option” as defined in paragraph 1(2) of Schedule 5 to ITEPA 2003;

“Employer NICs”		any secondary class 1 (employer) national insurance contributions (or any similar liability for social security contribution in any jurisdiction) that the Option Holder’s Employer is liable to pay as a result of any Taxable Event (or which such person would be liable to pay in the absence of an election of the type referred to in Rule 9.2(b)) and which may be lawfully recovered from the Option Holder.

“Existing Share Option”		a right to acquire Shares that are already in issue, at the Option Price, pursuant to and in accordance with the Rules, which has neither lapsed nor been fully exercised;

“Grantor”		the person granting an Option pursuant to the Rules of this Scheme which may be: (a) the Company; or (b) the trustees of an employee benefit trust authorised by the Board to grant Options at the relevant time, subject to Rule 3.7; or (c) any other person authorised by the Board to grant Options at the relevant time, subject to Rule 3.7;

“the Group”		the Company and its subsidiaries from time to time;

“Group Company”		a company which is a member of the Group and includes the Company, whether or not it has any subsidiaries at the relevant time;

“HMRC”		HM Revenue & Customs;

“ITEPA 2003”		the Income Tax (Earnings and Pensions) Act 2003;

“Listing”		the listing of the securities of the Company on the London Stock Exchange plc (including for the avoidance of doubt the AIM Market) or any recognised investment exchange (as defined in section 285 of the Financial Services and Market Act 2000) including NASDAQ and NASDAQ Europe and their respective share dealing markets and the Listing shall be treated as occurring on the day on which trading in the securities of the Company begins;

“New Share Option”		a right to subscribe for Shares at the Option Price pursuant to and in accordance with these Rules which has neither lapsed nor been fully exercised;

“N.I. Regulations”		the laws, regulations and practices from time to time in force relating to liability for and the collection of National Insurance contributions;

“Option”		a New Share Option or an Existing Share Option;

“Option Agreement”		a written agreement executed in respect of the grant of an Option pursuant to Rule 3.4;

“Option Holder”		a person holding an Option, including, where applicable, his Personal Representatives;

“Option Holder’s Employer”		such Group Company as is the Option Holder’s employer or, if he has ceased to be employed within the Group, was his employer or such other Group Company, or other person as, under the PAYE Regulations or, as the case may be, the N.I. Regulations, or any other statutory or regulatory enactment (whether in the United Kingdom or otherwise), is obliged to account for any Tax Liability;

“Option Price”		the price, as from time to time determined by the Board (with the prior consent of the Grantor, where appropriate), at which each Share subject to an Option may be acquired on the exercise of that Option which, if Shares are to be newly issued to satisfy the exercise of the Option, shall not be less than the nominal value of a Share;

“Option Shares”		the Shares over which an Option subsists;

“ordinary share capital”		all the issued share capital (by whatever name called) of the Company other than capital the holders whereof have a right to a dividend at a fixed rate but have no other right to share in the profits of the Company;

“Parent Company”		Adaptimmune Therapeutics plc, a company incorporated and registered in England with number 9338148;

“PAYE Regulations”		the regulations made under section 684 of ITEPA 2003;

“Performance Option”		an Option the exercise of which is subject to attainment of a Performance Target;

“Performance Period”		in relation to a Performance Option, the period (as determined by the Board) over which the performance of the Company and/or any other condition is to be measured for the purposes of determining whether and to what extent the Performance Target is met;

“Performance Target”		the condition or conditions imposed on the exercise of an Option pursuant to Rule 5 as amended and varied from time to time in accordance with these

		Rules;

“Personal Data”		any personal information which could identify an Option Holder, including but not limited to, the Option Holder’s: (a) date of birth; (b) home address; (c) telephone number; (d) e-mail address; (e) National Insurance number (or equivalent); or (f) Options under the Scheme or any other employee share scheme operated by the Company.

“Personal Representatives”		in relation to an Option Holder, the personal representatives of the Option Holder (being either the executors of his will to whom a valid grant of probate has been made or, if he dies intestate, the duly appointed administrator(s) of his estate) who have produced to the Company evidence of their appointment as such;

“Qualifying Subsidiary”		a subsidiary which satisfies the conditions of paragraph 11 of Schedule 5 to ITEPA 2003;

“Relevant Restriction”		a provision included in any contract, agreement, arrangement or condition (including the articles of association of the Company) to which any of sections 423(2), 423(3) or 423(4) of ITEPA 2003 would apply if references in them to employment related securities were references to Shares;

“Rollover Option”		an option granted by the Parent Company in exchange for the release of an Option granted by the Company;

“Sale”		an unconditional agreement being entered into for the sale to a person other than a Group Company of the whole, or substantially the whole, of the business and assets of the Company;

“Scheme”		this share option scheme as constituted and governed by these Rules, as from time to time amended in accordance with these Rules;

“Shares”		fully paid irredeemable shares in the ordinary share capital of the Company. For these purposes, shares: (a) will not be fully paid-up if there is any

		undertaking to pay cash to the Company at a future date for those Shares; and (b) shall be treated as redeemable if they may become so at a future date;

“subsidiary”		a company which is a subsidiary of the Company within the meaning of Section 1159 of the Companies Act 2006, except that any company that is a subsidiary under section 1159(1)(b) or section 1159(c) shall not cease to be a subsidiary for the purposes of these Rules (in particular, the definitions of Group, Group Company, Qualifying Subsidiary and Eligible Person) when shares in that subsidiary held by the Company (or by another subsidiary) are registered in the name of: (a) another person (or its nominee) solely by way of security or in connection with the taking of security; or (b) the Company’s (or another subsidiary’s) nominee;

“Sufficient Shares”		the smallest number of Shares which, when sold at the best price which can reasonably be expected to be obtained at the time of sale, will produce an amount at least equal to the relevant Tax Liability (after deduction of brokerage and any other charges or taxes on the sale);

“Takeover”		the Company coming under the control of a person or persons as mentioned in Rule 11;

“Taxable Event”		any event or circumstance that gives rise to a liability for the Option Holder to pay income tax and National Insurance contributions or either of them (or their equivalents in any jurisdiction) in respect of: (a) the Option, including its exercise, its assignment or surrender for consideration, or the receipt of any benefit in connection with it; (b) any Shares (or other securities or assets): (i) earmarked or held to satisfy the Option; (ii) acquired on exercise of the Option; (iii) acquired as a result of holding the Option; or (iv) acquired in consideration of the

		assignment or surrender of the Option; or (c) any securities (or other assets) acquired or earmarked as a result of holding Shares (or other securities or assets) mentioned in (b); or (d) any amount due under PAYE in respect of securities or assets within (a) to (c) above, including any failure by the Option Holder to make good such an amount within the time limit specified in section 222 of the ITEPA 2003.

“Tax Liability”		the total of: (a) any income tax and primary class 1 (employee) National Insurance contributions (or their equivalents in any jurisdiction) for which the Option Holder’s Employer may be liable to account (or reasonably believes it is or may be liable to account) as a result of any Taxable Event; and (b) any Employer National Insurance contributions that any employer (or former employer) of the Option Holder is or may be liable to pay (or reasonably believes it is or may be liable to pay) as a result of any Taxable Event which can be recovered lawfully from the Option Holder;

“Vested Shares”		Shares which, subject to the following rules of this Scheme, may be acquired by the exercise of an Option in accordance with these Rules either immediately or at some future time in consequence of either: (a) the time that has elapsed since the Date of Grant; or (b) one or more Performance Targets having been met.

“Vesting Schedule”		such one or more time-based conditions as may be specified by the Board in the Option Agreement as mentioned in Rules 5.1 and 5.2.

1.2 Where the context so admits or requires, the singular includes the plural and the masculine includes the feminine and neuter and vice versa.

1.3 References to Rules are to Rules of this Scheme as from time to time amended in accordance with their provisions.

1.4 A reference to a statute or statutory provision is a reference to it as in force at the relevant time, taking account of any amendment, extension or re-enactment

and includes any subordinate legislation in force and made under it.

1.5 References to “ writing ” and “ written ” includes faxes, email and other forms of electronic communication which can be read.

1.6 A reference to a “person” includes any individual, firm, body corporate, unincorporated association, partnership, joint venture, government or state or agency of state (whether or not having a separate legal personality).

1.7 Headings shall not affect the interpretation of these Rules.

2. ELIGIBILITY FOR EMI OPTIONS

2.1 A person is eligible to be granted an EMI Option if (and only if) he is an employee of the Company or a Qualifying Subsidiary and his committed time to the relevant company amounts to at least 25 hours a week, or if less, 75% of his “working time” (as that expression is defined by paragraph 27(1) of Schedule 5 to ITEPA 2003), and which includes time which the employee would have been required to so spend but for injury, ill health, disability, pregnancy, childbirth, maternity, paternity or parental leave, reasonable holiday entitlement or not being required to work during a period of notice of termination, in compliance with paragraph 26 of Schedule 5 to ITEPA 2003.

2.2 A person is not eligible to be granted an EMI Option at any time when he is not eligible to participate in the Scheme by virtue of paragraph 28 of Schedule 5 to ITEPA 2003 (no material interest requirement) .

3. GRANT OF OPTIONS

3.1 Subject to the limitations and conditions of this Scheme, in its absolute discretion, any Grantor may, on such dates as it shall determine, grant Options (whether or not intended to be EMI Options) to such Eligible Persons as it may in its absolute discretion select.

3.2 Options:

3.2.1 may not be granted at any time when such grant would be prohibited by, or in breach of, any law or regulation with the force of law; or

3.2.2 which are intended to be EMI Options shall only be granted when the Company is a qualifying company as defined in paragraph 8 of Schedule 5 to ITEPA 2003.

3.3 The Grantor may impose a condition preventing the exercise of an Option unless the Option Holder shall have entered into a Deed of Adherence (in such form as may be required by the Company) with the Company and all persons who at the date of exercise of the Option are holders of shares in the capital of the Company whereby the Option Holder becomes a party to any Shareholders’ Agreement or other document having a similar effect which is in force between the Company and all persons who at the date of exercise of the Option are holders of shares in the capital of the Company.

3.4 An Option shall be granted by the Grantor and the Option Holder executing as a deed an agreement, in such form as the Board may from time to time determine. Each Option Agreement shall:

3.4.1 if such be the case, specify that the Option is intended to be an EMI Option and is granted in accordance with the provisions of Chapter 9 of

Part 7 of and Schedule 5 to ITEPA 2003;

3.4.2 specify the Date of Grant;

3.4.3 identify the Grantor;

3.4.4 specify the number and class of Shares over which the Option is granted;

3.4.5 specify the Option Price;

3.4.6 specify any Performance Target and Performance Period imposed pursuant to Rule 5 (and any restrictions that apply to the variation or waiver of any such Performance Target) and any condition imposed under Rule 3.3;

3.4.7 specify the Vesting Schedule applicable to the Option;

3.4.8 specify the last date on which the Option may be exercised (subject to Rule 7.1) and assuming that the Option is not exercised earlier and no event occurs to cause the Option to lapse earlier;

3.4.9 specify how the Option may be exercised;

3.4.10 specify details of any Relevant Restrictions attaching to the Option Shares;

3.4.11 specify that the Option is subject to these Rules;

3.4.12 include the terms required by Rule 9.1, Rule 9.2 and Rule 9.7;

3.4.13 include the power of attorney required by Rule 10.8; and

3.4.14 include a term giving effect to Rule 3.9.

3.5 No amount shall be paid by an Eligible Employee for the grant of an Option.

3.6 The date of the agreement executed pursuant to Rule 3.4 shall be taken for all purposes of this Scheme as the Date of Grant in respect of the relevant Option.

3.7 An Option shall not be granted by any person other than the Company without the prior approval of the Board and such person will only be authorised to grant Options after it has entered into as irrevocable undertaking to the Company for the benefit of the Company and an Option Holder’s Employer that such person will fulfil its obligations as Grantor under these Rules.

3.8 In the case of an EMI Option, within 30 days after the Date of Grant, the Option Holder shall correctly complete, sign and date the relevant EMI Notice and return it to the Option Holder’s Employer.

3.9 If an Option Holder granted an EMI Option does not correctly complete, sign and date the relevant EMI Notice and return it to the Option Holder’s Employer within 60 days after the Date of Grant the relevant Option shall automatically lapse at the end of that period.

3.10 The Option Holder’s Employer shall, in respect of any Option intended to be an EMI Option:

3.10.1 send an original of the duly completed EMI Notice so as to be received by the Small Company Enterprise Centre of HMRC within the period of 92 days after the relevant Date of Grant (or such other period as may be specified by paragraph 44 of Schedule 5 to ITEPA 2003 at the relevant time); and

3.10.2 keep each Option Agreement available for inspection by HMRC at any time.

3.11 The Option Agreement shall serve as evidence of the grant of the Option and accordingly no certificates shall be issued to the Option Holder.

4. OPTION PRICE

4.1 Subject to Rule 3.4 and any adjustment being made pursuant to Rule 15, the Option Price shall be determined by the Board (with the prior consent of the Grantor, where appropriate).

4.2 In the case of a New Share Option, the Option Price shall not be less than the nominal value of a Share.

5. VESTING SCHEDULE AND PERFORMANCE TARGETS

5.1 An Option may be granted subject to either, or both, a Vesting Schedule and Performance Targets as the Board shall determine.

5.2 An Option may be granted on terms that different proportions of the Option Shares shall respectively become Vested Shares if the Option Holder holds continuous employment within the Group throughout such different periods, beginning with the Date of Grant, as the Board shall specify in the Option Agreement.

5.3 An Option may be granted on terms that the extent to which the Option Shares become Vested Shares shall depend upon the extent to which one or more Performance Targets specified in the Option Agreement is attained (so that if and insofar as any such Performance Target is not attained, the Option shall then lapse and cease to be exercisable in respect of the proportion of Option Shares which does not then become Vested Shares).

5.4 A Performance Target may be specified to apply to the whole or part only of an Option.

5.5 After an Option has been granted the Board may (with the consent of the Grantor, where appropriate) amend a Vesting Schedule so as to bring forward the time at which any Option Shares shall become Vested Shares or vary any Performance Target imposed pursuant to Rule 5.1 PROVIDED THAT no such variation shall be made unless an event has occurred or events have occurred in consequence of which the Board reasonably considers that the terms of the existing Performance Targets should be so varied for the purpose of ensuring that either the objective criteria against which the performance of the Group and/or any Group Company and/or any division and/or the Option Holder will then be measured will be, in the reasonable opinion of the Board, a fairer measure of such performance or that any varied Performance Target will afford a more effective incentive to Option Holders and will be no more difficult to satisfy than was the Performance Target when first set.

5.6 After an Option has been granted the Board may (with the consent of the

Grantor, where appropriate), waive in whole or in part any requirement that a Performance Target be met as a condition of exercise of an Option PROVIDED THAT no such waiver shall be made unless an event or events have occurred in consequence of which the Board reasonably considers that the terms of the existing Performance Target no longer afford an effective incentive to the Option Holder.

5.7 The Board shall determine whether, and to what extent, any Performance Targets have been satisfied.

5.8 If an Option is subject to any Performance Target, the Board shall notify the Option Holder (and the Grantor, if not the Company) within a reasonable time after the Board becomes aware of the relevant information:

5.8.1 whether (and, if relevant, to what extent) the Performance Target has been satisfied and the relevant Option has therefore vested;

5.8.2 of any subsequent change in whether, or the extent to which, the Performance Target has been satisfied;

5.8.3 when that Performance Target has become incapable of being satisfied, in whole or in part; and

5.8.4 of any waiver or variation of that Performance Target under Rule 5.5 or 5.6.

5.9 The number of Shares in respect of which an Option shall become vested on any occasion shall be rounded to the nearest whole number.

5.10 If, in consequence of a Performance Target being met, an Option becomes vested in respect of some but not all of the Option Shares, it shall thereupon lapse and cease to be exercisable in respect of the balance of the Option Shares if such Performance Target is incapable of being met in respect of the balance of such Option Shares.

6. LIMITS

6.1 Unless permitted by Schedule 5 to ITEPA 2003 or such other legislation as may from time to time govern the granting of EMI Options, no person shall be granted EMI Options which would, at the time they are granted, result in that person exceeding the £250,000 maximum entitlement as prescribed in paragraph 5 of Schedule 5 to ITEPA 2003 (or such other amount as may be specified by Schedule 5 to ITEPA 2003 at the relevant time).

6.2 Unless permitted by Schedule 5 to ITEPA 2003 or such other legislation as may from time to time govern the granting of EMI Options, no person shall be granted EMI Options which would, at the time that they are granted, result in the Company exceeding the £3,000,000 maximum value of shares prescribed in paragraph 7 of Schedule 5 to ITEPA 2003 (or such other amount as may be specified by Schedule 5 to ITEPA 2003 at the relevant time).

6.3 A Grantor may only grant EMI Options whilst the requirements of Schedule 5 to ITEPA 2003 are met and if any of the requirements are not met, the Option shall continue to subsist but not as an EMI Option.

6.4 For the avoidance of doubt, the limitations under this Rule 6 do not apply to Options which are not EMI Options.

7. EXERCISE AND LAPSE OF OPTIONS

7.1 An Option shall not in any event be exercised later than 5.00 pm GMT on the day immediately preceding the tenth anniversary of the Date of Grant or such earlier date as may be specified in the relevant Option Agreement and shall lapse if not exercised by such date.

7.2 Subject to Rules 7.43, 7.54, 7.5, 11.2 and 13.2, an Option may only be exercised (if at all) after the earliest of the occurrence of:-

7.2.1 a Takeover;

7.2.2 a Sale;

7.2.3 a Listing; or

7.2.4 the expiry of the period of one hundred and fourteen months commencing on the first day of the month in which the Date of Grant occurs.

7.3 Subject to Rules 11.2 and 13.2 an Option may only ever be exercised in respect of Vested Shares or such greater proportion of the Option Shares as may be notified in writing to the Option Holder by the Board before or within 14 days after the date on which the Option becomes exercisable in accordance with Rule 7.2 or Rule 7.5.

7.4 Except as mentioned in Rules 7.6, 11 and 13 or as otherwise provided in the relevant Option Agreement an Option may not be exercised unless the Option Holder is at the time of exercise Connected with a Group Company.

7.5 Notwithstanding the provisions of Rule 7.2 the Board may in its absolute discretion, by notice in writing to the relevant Option Holder (or, where appropriate, his Personal Representatives), allow an Option to be exercised in the absence of a Takeover, a Sale or a Listing and, in such notice, shall specify the period within which that Option may be exercised and may specify alternative conditions which must be satisfied before the Option may be exercised.

7.6 If an Option Holder ceases to be Connected with any member of the Group then an Option granted to him may only be exercised (if at all) in relation to such proportion of the Option Shares, and (subject to Rule 7.1) within such period, as the Board shall (with the consent of the Grantor, where appropriate) determine and notify to the Option Holder ( or, where appropriate, his Personal Representatives ) and shall otherwise lapse and cease to be exercisable on the date of cessation PROVIDED THAT unless such determinations are made by the Board prior to the expiry of the period of three months beginning with the date on which the Option Holder ceases to be so Connected then such Option may not be exercised and shall be deemed to have lapsed and ceased to be exercisable as from the date of such cessation.

7.7 Save for the express requirements of Rules 7.5 and 7.6 there are absolutely no restrictions (or implied restrictions) under these Rules or otherwise on the Board’s freedom to make whatever decision it wishes (or no decision at all) under Rules 7.5 and 7.6. In doing so, the Board may take into account (or disregard) whatever factors it wishes. An Option Holder shall have no entitlement to, and m not claim, compensation or damages (or any other remedy) from any Group Company or any former Group Company in respect of any Board decision under

Rules 7.5 or Rule 7.6 (or any failure by the Board to consider making a decision).

7.8 An Option shall immediately lapse and cease to be exercisable:

7.8.1 if, in the case of an EMI Option, within the period of 60 days commencing on the Date of Grant, the Option Holder does not correctly complete, sign and return the relevant EMI Notice and return it to the Option Holder’s Employer;

7.8.2 subject to Rules 7.6, 11 and 12, if the Option Holder ceases to be Connected with any member of the Group for any reason (including death);

7.8.3 if the Board shall have exercised its discretion pursuant to Rule 7.5 and the relevant Option shall not have been validly exercised within the period allowed for exercise as specified by the Board pursuant to Rule 7.5, at the end of that period;

7.8.4 if the Board shall have exercised its discretion pursuant to Rule 7.6 and the relevant Option shall not have been validly exercised within the period allowed for exercise and specified by the Board pursuant to Rule 7.6, at the end of that period;

7.8.5 at 5.00pm GMT on the day preceding the tenth anniversary of the Date of Grant;

7.8.6 if the Option (or any rights under it) is transferred or assigned (other than to the Personal Representatives of the Option Holder on the death of the Option Holder), mortgaged, charged or any other security interest created over it or otherwise disposed of by the Option Holder or the Option Holder attempts to do any such thing;

7.8.7 if the Option Holder is adjudged bankrupt under Part IX of the Insolvency Act 1986, or applies for an interim order under Part VIII of the Insolvency Act 1986, or proposes or makes a voluntary arrangement under Part VIII of the Insolvency Act 1986, or takes similar steps, or is similarly affected under the laws of any jurisdiction that correspond to those provisions of the Insolvency Act 1986;

7.8.8 at the end of the 40 day period referred to in Rule 11.1 or, if earlier, at the end of any period specified by the Board pursuant to Rule 11.2;

7.8.9 at the end of the 40 day period referred to in Rule 13.1 or, if earlier, at the end of any period specified by the Board pursuant to Rule 13.2;

7.8.10 if any Performance Target to which the Option is subject becomes incapable of being attained by the end of the relevant Performance Period.

8. MANNER OF EXERCISE OF OPTIONS

Exercise Price multiplied by the number of Shares specified in the exercise notice in respect of which the Option is exercised and by any payment required under Rule 9 and/or any documentation relating to arrangements or agreements required under Rule 9 (save to the extent the Option Holder enters into other arrangements satisfactory to the Company for the payment of any such sum in relation to the Exercise Price and/or any sum required to be paid under Rule 9).

8.2 Where an Option is exercised in part only the balance of the Option not thereby exercised shall continue to be exercisable in accordance with these Rules and the relevant Option Agreement.

8.3 Any exercise notice shall be invalid:

8.3.1 to the extent that it is inconsistent with the Option Holder’s rights under these Rules and/or the Option Agreement; and

8.3.2 if any of the requirements of Rule 8.1 are not met; or

8.3.3 if any payment referred to in Rule 8.1 is made by a cheque that is not honoured on first presentation or in any other manner which fails to transfer the expected value to the Company.

8.4 A notice to exercise an Option by an Option Holder will be invalid:

8.4.1 when any Group Company has begun disciplinary proceedings against the relevant Option Holder which have not been concluded; or

8.4.2 while any Group Company is investigating the relevant Option Holder’s conduct and may as a result begin disciplinary proceedings; or

8.4.3 while there is a breach of the relevant Option Holder’s contract of employment which entitles any Group Company to dismiss the Option Holder (whether or not the Group Company is aware of that breach); or

8.4.4 at any time when the relevant Option Holder is no longer employed by a Group Company but the Option remains capable of exercise, if there was a material breach of the Option Holder’s employment contract:

(a) of which no Group Company was aware (or not fully aware) until after:

(i) the time when the Option Holder ceased employment; and

(ii) the time when the Board decided to permit the exercise of the Option following the Option Holder’s cessation of employment (if such permission has been granted); and

(b) which would have prevented the grant or exercise of the Option, had any Group Company been aware (or fully aware) of that breach at the relevant time.

8.5 The Board shall treat Option Holders fairly and reasonably when making decisions or taking steps under Rule 8.4.

8.6 The Company may permit the Option Holder to correct any defect referred to in

Rule 8.3.2 or 8.3.3 (but shall not be obliged to do so). The date of any corrected exercise notice shall be the date of the correction rather than the original notice date for all other purposes of the Scheme.

8.7 The Company shall be entitled to satisfy any New Share Option in whole or in part by procuring that the relevant number of Shares are transferred to the Option Holder upon the exercise of his Option.

8.8 Subject to the other Rules of this Scheme, as soon as practicable and in any event not more than 30 days after receipt by the Company of a valid notice exercising a New Share Option, the Shares in respect of which the New Share Option has been exercised and in respect of which the Company has not exercised its rights pursuant to Rule 8.6 shall be allotted and issued by the Company.

8.9 Subject to the other Rules of this Scheme, as soon as practicable and in any event not more than 30 days after receipt by the Grantor of a notice exercising an Existing Share Option or (where the Company is exercising its rights pursuant to Rule 8.7) by the Company of a valid notice exercising a New Share Option, the person transferring shares to the Option Holder shall lodge with the Company a transfer of the number of Shares which are to be transferred to the Option Holder pursuant to the exercise of his Option together with the share certificate(s) covering such Shares (if applicable) and the Company shall register such transfer. Shares transferred in satisfaction of the exercise of an Option shall be transferred free of any lien, charge or other security interest, and with all rights attaching to them, other than any rights determined by reference to a date before the date of transfer.

8.10 The Company shall be responsible for any stamp duty payable by an Option Holder in respect of the transfer of any Shares to him pursuant to the exercise of an Option.

8.11 Except for any rights determined by reference to a date before the date of allotment, Shares allotted and issued in satisfaction of the exercise of an Option shall rank equally in all respects with the other shares of the same class in issue at the date of allotment.

8.12 If Shares are at the date of exercise of an Option listed on any stock exchange, the Company shall at its own expense apply to the appropriate body for the Shares allotted pursuant to the exercise of such Option to be listed and/or admitted to trading on that exchange.

9. TAX LIABILITIES

9.1 Each Option Agreement shall include the Option Holder’s irrevocable agreement to:

(a) pay to the Option Holder’s Employer the amount of any Tax Liability; or

(b) enter into arrangements to the satisfaction of the Option Holder’s Employer for payment of any Tax Liability.

9.2 Unless the Option Holder’s Employer directs that it shall not, each Option Agreement shall include the Option Holder’s irrevocable agreement that:

(a) the Option Holder’s Employer may recover the whole or any

part of any Employer NICs from the Option Holder; and

(b) at the request of the Option Holder’s Employer, the Option Holder shall elect (using a form approved by HMRC) that the whole or any part of the liability for Employer NICs shall be transferred to the Option Holder.

9.3 The Board may decide to release the Option Holder from, or not to enforce any part of the Option Holder’s obligations in respect of Employer NICs under Rule 9.1 and 9.2.

9.4 If an Option Holder does not fulfil his obligations under either Rule 9.1(a) or Rule 9.1(b) in respect of any Tax Liability arising from the exercise of an Option within seven days after the date of exercise and Shares are readily saleable at that time, the Grantor shall withhold Sufficient Shares from the Shares which would otherwise be delivered to the Option Holder. From the net proceeds of sale of those withheld Shares, the Granter shall pay to the Option Holder’s Employer an amount equal to the Tax Liability and shall pay any balance to the Option Holder. The Option Holder’s obligations under Rule 9.1(a) and Rule 9.1(b) shall not be affected by any failure of the Company to withhold Shares under this Rule 9.4.

9.5 Option Holders shall have no rights to compensation or damages on account of any tax or national insurance contributions liability which arises or is increased (or is claimed to arise or be increased) in whole or in part because of:

(a) any decision of HMRC that an Option does not meet the requirements of Schedule 5 ITEPA 2003 and is therefore not an EMI Option, however that decision may arise;

(b) any Disqualifying Event, however that event may be caused; or

9.7 Each Option Agreement shall include a power of attorney appointing the Company as the Option Holder’s agent and attorney for the purposes of Rule 9.4 and Rule 9.6.

10. NON-TRANSFERABILITY OF OPTIONS

10.1 During his lifetime, only the individual to whom an Option is granted may exercise that Option. Options (and any rights arising under them) may not be transferred or assigned or have any charge or other security interest created over them.

11. TAKEOVERS

11.1 Subject to Rules 7.1, 11.2, and 12, if any person (“ the Controller ”) acquires control of the Company as a result of:

11.1.1 making an offer to acquire the whole of the issued share capital of the

Company which is made on a condition such that, if it is satisfied, the Controller will (on its own account or acting together with others) have control of the Company; or

11.1.2 making an offer to acquire all the shares in the Company which are of the same class as the Shares (on its own account or acting together with others); or

11.1.3 entering into a share sale and purchase agreement which will result in the Controller obtaining Control of the Company upon completion (on its own account or acting together with others);

the Option Holder shall, whether or not he subsequently or in consequence of the change in control ceases to be Connected with any Group Company for any reason but subject to the provisions of Rules 7.1, 7.2 and 7.3, be entitled to exercise his Option in whole or in part within the period of 40 days beginning with the date when the Controller has obtained control of the Company and (if relevant) any condition subject to which the offer is made has been satisfied and to the extent that the Option is not exercised within such period it shall lapse and cease to be exercisable.

11.2 Notwithstanding Rule 11.1, if a person makes such an offer as is referred to in Rule 11.1.1 or 11.1.2 or negotiates a share sale and purchase agreement with the shareholders of the Company which will result in a change in control, the Board may, in its absolute discretion and by notice in writing to all Option Holders, declare all outstanding Options to be exercisable in respect of all Option Shares which would become Vested Shares upon such change of control in anticipation of the change in control during a reasonable limited period specified by the Board in the notice (which period shall end immediately before the Controller obtains control of the Company, if it has not already ended). If the Board so declares, all outstanding Options may be exercised at any time during such period. If not exercised, the Options shall lapse immediately upon the expiry of such period.

12. QUALIFYING EXCHANGE OF SHARES

12.1 The provisions of Rule 12.2 shall have effect, and Rule 11.1 shall not apply if another company obtains all the shares of the Company as a result of a “qualifying exchange of shares” (falling within paragraph 40 of Schedule 5 to ITEPA 2003) and the Option Holder is invited to release his rights under his Option in consideration of the grant to him of rights (the “ Replacement Option ”) which are equivalent but relate to shares in the acquiring company and the requirements of paragraphs 42 and 43 of Schedule 5 to ITEPA 2003 would be met in relation to the Replacement Option.

12.2 If the Option Holder does not agree to release his rights under his Option in consideration of the grant to him of such Replacement Option then his Option shall lapse and cease to be exercisable at the end of the period within which the Option Holder could have accepted such invitation.

13. SALE

13.1 In the event of a Sale, Options may be exercised in respect of Vested Shares whether or not the relevant Option Holder shall have ceased to be Connected with a Group Company subsequently to or in consequence of that Sale within the period of 40 days beginning with the date of the Sale and shall lapse and cease to be exercisable at the end of that period.

13.2 If the Board anticipates that a Sale may occur, the Board may invite Option Holders to exercise Options in respect of Option Shares which would become Vested Shares upon such Sale within such period preceding such Sale as the Board may specify and, if an Option is not then exercised, it shall, unless the Board otherwise determines, lapse and cease to be exercisable at the end of that period.

14. LISTING

14.1 In the event of a Listing, Options may be exercised in respect of Vested Shares within such one or more periods after the Listing as the Board shall determine and notify to Option Holders before the Listing PROVIDED THAT:

14.1.1 no such period shall be less than 7 days long; and

14.1.2 the first such period shall begin within the period of 14 days beginning with the date of Listing; and

14.1.3 if no exercise period has been specified by the Board, Options may be exercised after the Listing; and

14.1.4 if more than one exercise period has been specified by the Board, Options shall in any event be exercisable in respect of not less than one-third of the Vested Shares at any time within the first such period; and

14.1.5 the Board shall specify in writing to the Option Holders, at the same time as issuing notice of the first exercise period, the number and dates of any further exercise periods.

14.2 Subject to Rule 14.3 if, pursuant to Rule 14.1 an Option becomes exercisable in consequence of a Listing, then the Company shall have the right not to issue and allot Shares upon the exercise of such Option unless the Option Holder has first agreed with the Company (in such form as the Board shall determine) that the Option Holder shall not sell or otherwise dispose of the Shares acquired upon the exercise of such Option within such period or periods (not extending beyond the second anniversary of the date of Listing) as the Board may specify in a notice in writing to the Option Holder.

14.3 No such agreement as is mentioned in Rule 14.2 shall prevent an Option Holder from immediately disposing of such number of the Shares so acquired (by way of sale for a consideration in cash which is not less than the best consideration which may be obtained at the time of sale) as is sufficient to enable the Option Holder (after deduction of costs and expenses of sale) to recover the cost of the aggregate Option Price paid and any income tax and National Insurance contributions due in consequence of such exercise of such Option.

15. VARIATION OF SHARE CAPITAL

15.1 If there is any variation of the share capital of the Company (whether that variation is a capitalisation issue (other than a scrip dividend), rights issue, consolidation, subdivision or reduction of capital or otherwise) which affects (or may affect) the value of Options to Option Holders, the Board may adjust the number and description of Shares subject to each Option and/or the Exercise Price of each Option in a manner which the Board, in its reasonable opinion, considers to be fair and appropriate. However:

15.1.1 the amendment of any Option granted by a Grantor other than the

Company shall require the consent of that Grantor (which shall not be unreasonably withheld);

the Board should note that the amendment of an EMI Option:

(a) may be a Disqualifying Event;

(b) may be regarded by HMRC as the release of the Option and the grant of a replacement share option which lacks EMI tax advantages; and

(c) it is possible to consult the Small Company Enterprise Centre of HMRC before any amendment proposed to be made under this Rule 15 and obtain their informal confirmation that they do not consider that the amendment would fall within either (i) or (ii) above;

15.1.2 the total amount payable on the exercise of any Option in full shall not be increased; and

15.1.3 the Option Price for a Share to be newly issued on the exercise of any Option shall not be reduced below its nominal value (unless the Board resolves to capitalise, from reserves, an amount equal to the amount by which the total nominal value of the relevant Shares exceeds the total adjusted Option Price, and to apply such amount to pay-up the relevant Shares in full).

16. RELATIONSHIP WITH EMPLOYMENT CONTRACT

16.1 This Scheme shall not form part of any contract of employment or letter of appointment between any Eligible Person and any Group Company and shall not confer on any Eligible Person any legal or equitable rights whatsoever against any such company nor give rise to any claim or cause of action at common law under statute or in equity.

16.2 The grant of an option shall not form part of the Option Holder’s entitlement to remuneration or benefits pursuant to his contract of employment or letter of appointment or count as wages or remuneration for pension purposes nor does the existence of a contract of employment or a letter of appointment between any person and any Group Company give such person any right or entitlement to have an Option granted to him in respect of any number of Shares or any expectation that an Option might be granted to him whether subject to any conditions or at all.

16.3 The rights and obligations of an Option Holder under the terms of his contract of employment or letter of appointment shall not be affected by the grant of an Option or his participation in this Scheme.

16.4 The rights granted to an Option Holder upon the grant of an Option shall not afford the Option Holder any rights or additional rights to compensation or damages in consequence of the loss or termination of his office or employment with any Group Company for any reason whatsoever (whether or not in circumstances giving rise to a claim for wrongful or unfair dismissal).

17. VARIATIONS AND TERMINATION

17.1 The Board may from time to time in its absolute discretion, subject to Rules 17.2

and 17.3, amend, delete or add to the Rules of this Scheme in any respect as they deem desirable.

17.2 No amendment, deletion or addition shall be made which would adversely affect in any way any subsisting rights of Option Holders under the Scheme unless it is made:

17.2.1 with the prior written consent of such number of Option Holders as hold Options under the Scheme to acquire 75 per cent of the Shares which would be issued or transferred if all Options granted and subsisting under the Scheme were at that time exercised; or

17.2.2 by a resolution at a meeting of Option Holders passed by not less than 75 per cent of the Option Holders who attend and vote either in person or by proxy, and for the purposes of this Rule 17.2 the Option Holders shall be treated as a separate class of share capital and the provisions of the Articles of Association of the Company relating to class meetings shall apply mutatis mutandis.

17.3 This Scheme may be terminated at any time by a resolution of the Board or of the Company in general meeting. On termination, no further Options shall be granted, but Options granted prior to such termination shall continue to be valid and exercisable in accordance with these Rules.

18. HMRC REQUESTS

18.1 The Company shall provide to HMRC (within such time limit as the HMRC directs) any information in relation to this Scheme or the grant of Options under it and an Option Holder shall:

18.1.1 promptly provide to the Company such information as it may reasonably request; and

18.1.2 consent to the Company providing such information concerning him to HMRC for the purpose of complying with such request from HMRC.

19. EMI

19.1 Except as described in this Rule, the Rules of this Scheme shall apply to EMI Options in exactly the same way as they apply to other Options.

19.2 No warranty, representation or undertaking of any nature is given to the holder of an EMI Option that the EMI Option is a qualifying option for the purposes of ITEPA 2003 or that a disqualifying event will not occur in relation to an EMI Option. Neither the Board, the Company nor any other person shall be liable to the Option Holder for any loss of whatsoever nature resulting from the failure for any reason of an Option granted as an EMI Option to meet the conditions of Schedule 5 to ITEPA 2003, whether such failure results from the inadvertent or deliberate act of the Board, the Company or any other person or for any other reason whatsoever.

20. GENERAL

20.1 Any notice or other communication under or in connection with this Scheme may be given in such manner as the Board determines to be appropriate. Items sent by post shall be sent by pre-paid first-class post and shall be deemed to have been received at 12 noon on the second business day after posting. This Rule 20.1 shall not apply to the service of any proceedings or other documents in any

legal action.

20.2 The Company shall at all times ensure that the Board is authorised to satisfy all rights from time to time subsisting under Options granted pursuant to this Scheme, taking account of any other obligations of the Company to allot and issue unissued Shares.

20.3 The Board’s decision on any matter relating to this Scheme including any disputes relating to an Option shall be final and binding.

20.4 The costs of introducing and administering this Scheme shall be borne by the Company.

20.5 The Scheme shall be administered by the Board and the Board shall have power from time to time to make or vary regulations for the administration and operation of this Scheme provided that such regulations are not inconsistent with these Rules.

20.6 Notwithstanding Rule 20.5, or anything else to the contrary in these Rules, any matter to be determined in relation to a Rollover Option granted to, or held by, the Parent Company’s chief executive officer or its other executive officers must be determined or recommended to the full board of the Parent Company for determination either by:

20.6.1 independent directors constituting a majority of the Parent Company’s board’s independent directors in a vote in which only independent directors participate; or

20.6.2 a compensation committee comprised solely of independent directors.

This Rule 20.6 shall be interpreted in accordance with the NASDAQ Listing Rules, save that “independent director” shall mean a person who is both an independent director within the meaning of the NASDAQ Listing Rules and a non-employee director within the meaning of Rule16b-3 under the Securities Exchange Act of 1934 of the United States (the “Exchange Act”).

20.7 Subject always to Rule 20.6, the Board may delegate its powers to such person or persons as it determines, and on such terms as it determines, provided that the Board may not delegate its power and authority to the Chief Executive Officer or other executive officer of the Parent Company with regard to decisions concerning the timing, pricing or amount of a Rollover Option granted to or held by an officer, director or other person subject to Section 16 of the Exchange Act.

20.8 The Company and any other Grantor shall not be obliged to provide Option Holders with copies of any materials sent to the holders of Shares.

20.9 The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Scheme nor to any Option granted under it and no person other than the parties [referred to in these Rules including, without prejudice to the generality of the foregoing, the relevant Option Holder’s Employer and the parties to an Option Agreement shall have any rights under it nor shall it be enforceable under that Act by any person other than the parties to it.

20.10 No individual shall have any claim against any member of the Group arising out of his not being admitted to participation in the Scheme which is entirely within the discretion of the Board.

20.11 In the case of the partial exercise of an Option, the Board may call in or endorse or cancel and reissue as it thinks fit, any certificate for the balance of Shares over which the Option was granted.

20.12 Neither the Company nor any Grantor shall be obliged to notify any Option Holder if an Option is due to lapse.

21. GOVERNING LAW AND JURISDICTION

21.1 These Rules and all Options granted hereunder shall be governed by and construed in accordance with English law.

21.2 The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including a non-contractual dispute or claim) that arises out of or in connection with these Rules, the Scheme or its subject matter and any Option or its subject matter or formation.

Exhibit 4.30

ADAPTIMMUNE LIMITED

Company Share Option Plan
Adopted by the Company on 16 December 2014
Amended on 13 January 2016

Table of Contents

Clause	Subject Matter	Page

1.	Interpretation	3

2.	Grant of Options	9

3.	Vesting Schedule and Performance Conditions	10

4.	Individual Limits on Grants	12

5.	Lapse and Suspension Of Options	13

6.	Exercise of Options	15

7.	Manner of Exercise Of Options	18

8.	Tax Liabilities	20

9.	Relationship with Employment Contract	21

10.	Takeovers	22

11.	Rollover of Options	23

12.	Sale	24

13.	Listing	24

14.	Variation of Share Capital	25

15.	Notices	26

16.	Administration and Amendment	27

17.	Governing Law	29

18.	Jurisdiction	29

19.	Third Party Rights	30

20.	Data Protection	30

Rules of the Adaptimmune Limited Company Share Option Plan

1. Interpretation

1.1 The following definitions and rules of interpretation apply in the Plan.

Adoption Date		the date of the adoption of the Plan by the Company;
Aim Rules		means London Stock Exchange PLC’s rules relating to AIM as in force at the date of this Plan or, where the context requires, as amended or modified after the date of this agreement;

Associate		has the meaning given in paragraph 12 of Schedule 4;

Associated Company		has the meaning given in paragraph 35 of Schedule 4;

Board		the board of directors of the Company or a committee of directors appointed by that board to carry out any of its functions under the Plan, or, in relation to any matter relating to a Rollover Option, the board of directors of the Parent Company or a committee of directors appointed by that board to carry out any of its functions under the Plan;

Business Day		a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;

Company		Adaptimmune Limited incorporated and registered in England and Wales with number 06456741;

Connected		has the meaning given in section 718 of ITEPA 2003;

Constituent Company		any of the following: (a) the Company; and (b) any Eligible Company nominated by the Board to be a Constituent Company at the relevant time.

Control		has the meaning given in section 719 of ITEPA 2003.

Date of Grant		the date on which an Option is granted under the Plan.

Eligible Company		any Subsidiary of the Company of which the Company has Control.

Eligible Employee		any Employee who: (a) does not have a Material Interest (either on his own or together with one or more of his Associates), and has not had such an interest in the last 12 months; and (b) has no Associate or Associates that has or (taken together) have a Material Interest, or had such an interest in the last 12 months; and (c) is either: (i) not a director of any Constituent Company; or (ii) a director of a Constituent Company who is required to devote at least 25 hours per week (excluding meal breaks) to his duties.

Employee		a bona fide employee of a Constituent Company;

Employer NICs		Secondary class 1 (employer) NICs (or any similar liability for social security contributions in any jurisdiction) that are included in any Tax Liability (or that would be included in any Tax Liability if an election of the type referred to in rule 8.2.2 had not been made) and that may be lawfully recovered from the Option Holder;

Exercise Price		the price at which each Share subject to an Option may be acquired on the exercise of that Option, which (subject to rule 14): (a) if Shares are to be newly issued to satisfy the exercise of the Option, may not be less than the nominal value of a Share; (b) may not be less than the Market Value of a Share on the Date of Grant.

Existing CSOP Options		all: (a) Options; and (b) options granted under any other Schedule 4 CSOP that has been established by the Company or any of its Associated Companies, that can still be exercised;

Existing EMI Options		all qualifying options (as defined in section 527 of ITEPA 2003) that have been granted as a result of employment with the Company (or any other member of a group of companies to which the Company belongs) that can still be exercised;

Existing Option		an option or any other right to acquire or receive Shares granted under any Share Incentive Scheme (including the Plan), that remains capable of exercise, or in the case of options or rights that do not require exercise, remains capable of satisfaction;

Grantor		the person granting an Option, that may be: (a) the Company; or (b) the trustees of an employee benefit trust authorised by the Board to grant Options at the relevant time; or (c) any other person so authorised

Group		the Company and any other Constituent Companies from time to time;

HMRC		HM Revenue & Customs;

ITEPA 2003		the Income Tax (Earnings and Pensions) Act 2003;

Key Feature		any provision of the Plan that is necessary to meet the requirements of Schedule 4;

Listing		the listing of the securities of the Company on the London Stock Exchange (including the AIM Market) or any recognised investment exchange (as defined in section 285 of the financial Services and Market Act 2000) including NASDAQ and NASDAQ Europe and their respective share dealing markets and the Listing shall be treated as occurring on the day on which trading of the securities of the Company begins;

Listing Rules		the Listing Rules issued by the United Kingdom Listing Authority, as amended from time to time;

Market Value		market value determined in accordance with the applicable provisions of Part 8 of the Taxation of Chargeable Gains Act 1992, provided that if Shares are subject to a Relevant Restriction, Market Value of those Shares shall be determined as if they were not subject to a Relevant Restriction;

Material Interest		has the meaning given in paragraph 10 of

		Schedule 4;

Model Code		the model code on dealings in shares set out in the Listing Rules.

Option		a right to acquire Shares granted under the Plan;

Option Certificate		a certificate setting out the terms of an Option, issued under rule 2.3 which shall be substantially in the form set out in Appendix 1 to the rules or in such other form as approved by the Board from time to time.

Option Holder		an individual who holds an Option or, where applicable, his personal representatives;

Option Shares		the Shares over which an Option subsists;

Parent Company		Adaptimmune Therapeutics plc, a company incorporated and registered in England with number 9338148;

Performance Condition		any condition set under rule 3 that: (a) must be met before an Option can be exercised at all; and/or (b) provides that the extent to which an Option becomes capable of exercise shall be determined by reference to performance over a certain period measured against specified targets.

Personal Data		any personal information which could identify an Option Holder including Options held under the Plan or under any other employee share scheme operated by the Company;

Personal Representatives		in relation to an Option Holder, the personal representatives of the Option Holder (being either the executors of his will to whom a valid grant of probate has been made or, if he dies intestate, the duly appointed administrator(s) of his estate) who have produced to the Company evidence of their appointment as such;

Plan		the employee share option plan constituted and governed by these rules, as amended from time to time;

Qualifying Shares		Shares which satisfy the conditions specified in paragraphs 16 to 18 and 20 of Schedule 4;

Reorganisation		the obtaining of Control of the Company after the Date of Grant by a company owned substantially

		by the same persons after the obtaining of Control as owned the Company prior to the change of Control

Relevant CSOP Options		all Options granted under the Plan (and any other Schedule 4 CSOP as a result of employment with the Company (or any other member of a group of companies to which the Company belongs) that can still be exercised;

Relevant Event		has the meaning given in paragraph 25A(7C) of Schedule 4;

Relevant Offer		either: (a) a general offer to acquire the whole of the issued share capital of the Company which is either unconditional or which is made on a condition such that if it is satisfied the person making the offer will have Control of the Company; or (b) a general offer to acquire all the Shares, and for these purposes the reference to the “whole of the issued share capital” and “all the Shares” shall not be taken to include any capital or Shares held by the person making the offer or a person Connected with that person, and it does not matter whether the offer is made to different shareholders by different means;

Relevant Restriction		any provision included in any contract, agreement, arrangement or condition to which any of sections 423(2), 423(3) and 423(4) of ITEPA 2003 would apply if references in those sections to employment-related securities were references to Shares;

Rollover Option		an Option granted by the Parent Company in exchange for an Option granted by the Company (under paragraph 26 of Schedule 4, rule 11)

Rollover Period		any period during which Options may be exchanged for options over shares in another company (under paragraph 26 of Schedule 4, rule 11);

Sale		an unconditional agreement being entered into for the sale to a person other than a Constituent Company, of the whole, or substantially the whole, of the business and assets of the Company;

Schedule 4		Schedule 4 to ITEPA 2003.

Schedule 4 CSOP		a share plan that meets the requirements of Schedule 4 to ITEPA 2003;

Share Incentive Scheme		any arrangement to provide employees and/or directors with shares;

Shares		£0.0001 ordinary shares in the Company (subject to rules 11 and 14);

Subsidiary		has the meaning given in section 1159 of the Companies Act 2006

Sufficient Shares		the smallest number of Shares that, when sold, will produce an amount at least equal to the relevant Tax Liability (after deduction of brokerage and any other charges or taxes on the sale);

Takeover		the company coming under the Control of a person or persons as mentioned in rule 10.1;

Tax Liability		the total of: (a) any PAYE income tax and primary class 1 (employee) national insurance contributions (or any similar liability to withhold amounts in respect of income tax or social security contribution in any jurisdiction) that any employer (or former employer) of an Option Holder is liable to account for as a result of the exercise of an Option; and (b) if the relevant Option includes the requirement specified in rule 8.2 any Employer NICs that any employer (or former employer) of an Option Holder is liable to pay as a result of the exercise of an Option.

United Kingdom Listing Authority		the Financial Conduct Authority (or any successor body carrying out the same functions), acting in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000.

Vested Shares		Shares which, subject to the following rules of the Plan, may be acquired by the exercise of an Option in accordance with these rules either immediately or at some future time in consequence of either: (a) the time that has elapsed since the Date of Grant; or (b) one or more Performance Conditions having been met.; and

Vesting Schedule

such one or more time-based conditions as may be specified by the Board in the Option Certificate as mentioned in rules 3.1 and 3.2.

1.2 Rule headings shall not affect the interpretation of the Plan.

1.3 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.4 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.5 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

1.6 A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

1.7 A reference to writing or written includes faxes, email and other forms of electronic communication which can be read.

1.8 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

1.9 A reference to the Plan or to any other agreement or document referred to in the Plan is a reference to the Plan or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of the Plan) from time to time.

1.10 References to rules are to the rules of the Plan.

1.11 Any words following the terms including , include , in particular , for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. Grant of Options

2.1 Subject to the rules of the Plan, any Grantor may grant Options to any Eligible Employee it chooses at its absolute discretion.

2.2 Options may not be granted:

2.2.1 at any time when that grant would be prohibited by, or in breach of any:

(a) law; or

(b) regulation with the force of law; or

(c) rule of an investment exchange on which Shares are listed or traded, part of the Model Code or any other non-statutory rule with a purpose similar to any part of the Model Code that binds the Company or with which the Board has resolved to comply; or

2.2.2 at any time when Shares are not Qualifying Shares.

2.3 An Option shall be granted by the Grantor executing an Option Certificate. Each Option Certificate shall be sent to the relevant Option Holder and shall specify (without limitation):

2.3.1 the Date of Grant of the Option;

2.3.2 the number and class of the Shares over which the Option is granted;

2.3.3 the Exercise Price;

2.3.4 the date(s) after which the Option, or part of the Option, may be exercised, unless an earlier event occurs to cause the Option to lapse or to become exercisable, in whole or in part.

2.3.5 the date when the Option will lapse, assuming that the Option is not exercised earlier and no event occurs to cause the Option to lapse earlier.

2.3.6 any Performance Conditions , and the method by which the Performance Conditions may be varied or waived;

2.3.7 a statement that:

(a) the Option is subject to these rules, Schedule 4 and any other legislation applying to Schedule 4 CSOPs; and

(b) the provisions listed in rule 2.3.7(a) shall prevail over any conflicting statement relating to the Option’s terms; and

2.3.8 whether or not the shares are subject to any Relevant Restrictions and, if so, the nature of the Relevant Restrictions.

2.4 No amount shall be paid for the grant of an Option.

3. Vesting Schedule and Performance Conditions

3.1 An Option may be granted subject to either, or both, a Vesting Schedule and Performance Conditions as the Board shall determine.

3.2 An Option may be granted on terms that different proportions of the Option Shares shall respectively become Vested Shares if the Option Holder holds continuous employment within the Group throughout such different periods, beginning with the Date of Grant, as the Board shall specify in the Option Certificate.

3.3 An Option may be granted on terms that the extent to which the Option Shares become Vested Shares shall depend upon the extent to which one or more Performance Conditions specified in the Option Certificate is attained (so that if and insofar as any such Performance Condition is not attained, the Option shall then lapse and cease to be exercisable in respect of the proportion of Option Shares which does not then become Vested Shares).

3.4 A Performance Condition may be specified to apply to the whole or part only of an Option.

3.5 After an Option has been granted the Board may (with the consent of the Grantor, where appropriate) amend a Vesting Schedule so as to bring forward the time at which any Option Shares shall become Vested Shares or vary any Performance Condition imposed pursuant to rule 3.1 PROVIDED THAT no such variation shall be made unless an event has occurred or events have occurred in consequence of which the Board reasonably considers that the terms of the existing Performance Conditions should be so varied for the purpose of ensuring that either the objective criteria against which the performance of the Group and/or any Constituent Company and/or any division and/or the Option Holder will then be measured will be, in the reasonable opinion of the Board, a fairer measure of such performance or that any varied Performance Condition will afford a more effective incentive to Option Holders and will be no more difficult to satisfy than was the Performance Condition when first set.

3.6 After an Option has been granted the Board may (with the consent of the Grantor, if appropriate), waive in whole or in part any requirement that a Performance Condition be met as a condition of exercise of an Option PROVIDED THAT no such waiver shall be made unless an event or events have occurred in consequence of which the Board reasonably considers that the terms of the existing Performance Condition no longer afford an effective incentive to the Option Holder.

3.7 The Board shall determine whether, and to what extent, any Performance Conditions have been satisfied.

3.8 If an Option is subject to any Performance Condition, the Board shall notify the Option Holder (and the Grantor, if not the Company) within a reasonable time after the Board becomes aware of the relevant information:

3.8.1 whether (and, if relevant, to what extent) the Performance Condition has been satisfied and the relevant Option has therefore vested;

3.8.2 of any subsequent change in whether, or the extent to which, the Performance Condition has been satisfied;

3.8.3 when that Performance Condition has become incapable of being satisfied in whole or in part; and

3.8.4 of any waiver or variation of that Performance Condition under rule 3.5 or rule 3.6.

3.8.5 the number of Shares in respect of which an Option shall become vested on any occasion shall be rounded to the nearest whole number.

3.8.6 If, in consequence of a Performance Condition being met, an Option becomes vested in respect of some but not all of the Option Shares, it shall thereupon lapse and cease to be exercisable in respect of the balance of the Option Shares if such Performance Condition is incapable of being met in respect of the balance of such Option Shares.

4. Individual Limits on Grants

4.1 References to Market Value in this rule 4 are to the Market Value on the date on which the relevant option was granted.

4.2 If the grant of any share option intended to be an Option (referred to in this rule 4.2 as the Excess Option) would cause the total Market Value of shares subject to:

4.2.1 the Excess Option; and

4.2.2 all Existing CSOP Options held by the relevant Eligible Employee,

to exceed £30,000 (or any other amount specified in paragraph 6 of Schedule 4 at the relevant time), the whole of that Excess Option shall take effect as a share option granted outside the Plan (but subject to the same terms and conditions as if it were an Option) and without the tax advantages available for Options.

4.3 If the grant of any share option intended to be an Option (referred to in this rule 4.3 as the Excess Option) would cause the total Market Value of shares subject to:

4.3.1 the Excess Option; and

4.3.2 all Relevant CSOP Options held by the relevant Eligible Employee; and

4.3.3 all Existing EMI Options held by the relevant Eligible Employee,

to exceed £250,000 (or any other amount specified in section 536(1)(e) of ITEPA 2003 at the relevant time), the whole of that Excess Option shall take effect as a share option granted outside the Plan (but subject to the same terms and conditions as if it were an Option) and without the tax advantages available for Options.

5. Lapse and Suspension Of Options

5.1 Options may not be transferred or assigned or have any charge or other security interest created over them. An Option shall lapse if the relevant Option Holder attempts to do any of those things. But, the transfer of an Option to an Option Holder’s Personal Representatives on the death of the Option Holder will not cause an Option to lapse.

5.2 Subject to rule 6.11, an Option shall lapse on the earliest of the following:

5.2.1 any attempted action by the Option Holder falling within rule 5.1; or

5.2.2 when a Performance Condition applying to the whole Option becomes incapable of being met, as a result of which no part of the Option can be exercised; or

5.2.3 the date on which the Option shall lapse, as specified in the Option Certificate; or

5.2.4 the first anniversary of the Option Holder’s death; or

5.2.5 the expiry of any time limit for the exercise of an Option specified in rule 6;

5.2.6 if rule 5.4 applies, the earliest applicable event specified in rule 5.8; or

5.2.7 if the Board shall have exercised its discretion under rule 6.4, the expiry of the period allowed for exercise of an Option and specified by the Board pursuant to that rule; or

5.2.8 if rule 10 or rule 12 applies, the time specified for the lapse of the Option under the relevant rule;

5.2.9 if a New Option is offered in exchange for an Old Option in accordance with rule 11 where the Acquiring Company obtains Control of the Company

pursuant to a Reorganisation, the Old Option shall lapse 40 days from the later of the date of the Reorganisation or the date the New Option is offered; or

5.2.10 when the Option Holder becomes bankrupt under Part IX of the Insolvency Act 1986, or applies for an interim order under Part VIII of the Insolvency Act 1986, or proposes or makes a voluntary arrangement under Part VIII of the Insolvency Act 1986, or takes similar steps, or is similarly affected, under laws of any jurisdiction that correspond to those provisions of the Insolvency Act.

5.3 Part of an Option shall lapse where:

5.3.1 a Performance Condition set for that Option has been met in such a way that the Option has become, and shall remain, exercisable only in part; or

5.3.2 a Performance Condition set for part of that Option becomes incapable of being met, as a result of which that part of the Option cannot be exercised; or

5.3.3 Rule 5.4 applies and the Board has determined under rule 6.5 that the Option may be exercised, but only in part.

5.4 Subject to rules 5.6, 6.5 and 6.11, an Option (in this rule 5.4, the Suspended Option) cannot be exercised under any rule of the Plan after the Option Holder has ceased employment with any Eligible Company for any reason unless:

5.4.1 the Option Holder becomes (or remains) an employee of another Eligible Company at (or about) the same time; or

5.4.2 the Board decides to permit exercise of the Suspended Option under rule 6.5.

5.5 The Board shall notify the relevant Grantor (if the Grantor is not the Company) of any Option to which rule 5.4 applies, within a reasonable time after the Board becomes aware of that fact.

5.6 If:

5.6.1 notice to terminate employment is given by or to an Option Holder; and

5.6.2 that termination falls within rule 5.4,

the time the notice is given shall be treated under rule 5.4 (but not rule 5.8.2(a)) as the time at which the relevant employment ends. If this rule 5.6 applies, an Option Holder will not be able to exercise his Option after the giving of notice by or to him, subject to rule 6.5.

5.7 A Suspended Option shall not become exercisable under these rules unless the Board decides to permit its exercise under rule 6.5.

5.8 Unless it lapses earlier under rule 5.2, a Suspended Option shall lapse:

5.8.1 if the Board has decided that the Suspended Option may be exercised in whole or in part under rule 6.5, at the end of the period during which it may be exercised under that Board decision; or

5.8.2 if the Board has not decided that the Suspended Option may be exercised in whole or in part under rule 6.5, on the earlier of:

(a) the date falling 90 days after the relevant cessation of employment; or

(b) any date on which the Board determines that it will not allow exercise of the Suspended Option under rule 6.5.

6. Exercise of Options

6.1 Subject to rule 6.11, an Option may not in any event be exercised after the tenth anniversary of the Date of Grant.

6.2 Subject to rule 6.3, 6.4, 6.11, 10.2 and 12.2, an Option may only be exercised (if at all) after the earliest to occur of the following:

6.2.1 A Takeover (other than a Reorganisation);

6.2.2 The court sanctioning a compromise or arrangement as mentioned in Rule 10.3

6.2.3 A Sale;

6.2.4 A Listing; or

6.2.5 The expiry of the period of one hundred and fourteen months commencing on the first day of the month in which the Date of Grant occurs

6.3 Subject to rules 10.2 and 12.2 an Option may only ever be exercised in respect of Vested Shares or such greater proportion of the Option Shares as may be notified in

writing to the Option Holder by the Board before or within 14 days after the date on which the Option becomes exercisable in accordance with rule 6.2 or rule 6.4.

6.4 Notwithstanding the provisions of rule 6.2 the Board may in its absolute discretion, by notice in writing to the relevant Option Holder (or where appropriate, his Personal Representatives) allow an Option to be exercised in the absence of a Takeover, Sale or a Listing and, in such notice, may, acting reasonably and not so as to cause any requirement of Schedule 4 not to be met, specify alternative conditions which must be satisfied before the Option may be exercised pursuant to this rule 6.4.

6.5 If rule 5.4 applies:

6.5.1 At any time during the 90 days after the relevant cessation of employment, the Board may decide that all or any part of a Suspended Option (as defined in rule 5.4) may be exercised. Any such decision, and whether to consider making such a decision, shall be entirely at the discretion of the Board.

6.5.2 The Board may specify a period for the exercise of a Suspended Option under this rule 6.5 that begins and/or ends before the period for exercise specified in the Option Certificate.

6.5.3 Any period specified by the Board for the exercise of a Suspended Option under this rule 6.5 may not end later than:

(a) the latest date on which that Option could have been exercised under the Option Certificate if it had not become a Suspended Option; and

(b) the date falling 12 months after the relevant cessation of employment if the reason for the cessation is the death of the Option Holder.

6.5.4 An Option to which this rule 6.5 applies:

(a) may be exercised in accordance with the terms of any decision of the Board to permit its exercise under this rule 6.5, subject to rule 5.8; and

(b) shall lapse according to rule 5.3.3 (if applicable) and rule 5.8.

6.5.5 Unless otherwise specified by the Board exercise of an Option to which this rule 6.5 applies shall continue to be subject to rules 6.2 and 6.3.

6.5.6 The Board shall notify the relevant Option Holder (and the relevant Grantor, if not the Company) of any decision made under this rule 6.5,

including any decision not to permit the exercise of a Suspended Option, within a reasonable time after making it.

6.6 No Option may be exercised when its exercise is prohibited by, or would be a breach of, any of the following that then apply:

6.6.1 the Model Code; or

6.6.2 the AIM rules; or

6.6.3 any other rule, code or set of guidelines (such as a personal dealing code adopted by the Company) with a similar purpose and effect to any part of the Model Code; or

6.6.4 any law or regulation with the force of law.

6.7 No Option may be exercised at any time when the Option Holder:

6.7.1 has a Material Interest (any interests of the Option Holder’s Associates being treated as belonging to the Option Holder for this purpose); or

6.7.2 had a Material Interest in the 12 months before that time (any interests of the Option Holder’s Associates being treated as having belonged to the Option Holder for this purpose).

6.8 Exercise of the Option is conditional upon the Option Holder executing, if so required by the Company, a deed of adherence (in such form as may be required by the Company) with the Company and all persons who are holders of shares in the capital of the Company at the date of exercise of the Option whereby the Option Holder becomes a party to any shareholders’ agreement or other document having a similar effect which is in force between the Company and all persons who, at the date of exercise of the Option, are holders of shares in the capital of the Company.

6.9 An Option may only be exercised to the extent that any Performance Conditions have been met.

6.10 An Option may only be exercised if the Option Holder has:

6.10.1 confirmed his agreement to rule 8 in writing (this confirmation may be included in the exercise notice); and

6.10.2 made any arrangements, or entered into any agreements, required under rule 8.

6.11 If an Option Holder dies before the lapse of his Option, the Option may be exercised by his Personal Representatives at any time during the period of 12 months after the date of death, notwithstanding any contrary provision in the Plan save to the extent that contrary provision would not breach paragraph 25 of Schedule 4.

6.12 Subject to Rule 6.13, no Option may be exercised at any time when the Shares to which the Option relates are not Qualifying Shares.

6.13 If, in consequence of a Relevant Event, the Shares to which an Option are no longer Qualifying Shares, Options may be exercised under Rule 10 no later than 20 days after the day on which the Relevant Event occurs, notwithstanding that the Shares no longer meet those conditions (but not at any time when exercise would not be permitted under Rule 10, even if those conditions were met).

6.14 Options may be granted on terms requiring the Option Holder to be bound by such restrictions on sale or other disposition of the Shares acquired on exercise of the Option as the Board may require in relation to the Company’s first underwritten public offering of Shares under the US Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (or any such offering of a company which acquires the Company pursuant to a Reorganisation).

7. Manner of Exercise Of Options

7.1 Where an Option is exercised in part, the remainder of the Option shall remain exercisable, subject to and in accordance with the terms of the Option and these rules.

7.2 An Option shall be exercised by the Option Holder giving a written exercise notice (which may be given by electronic means) to the Company (acting as agent for the Grantor if the Grantor is not the Company), that shall:

7.2.1 set out the number of Shares over which the Option Holder wishes to exercise the Option. If that number exceeds the number over which the Option may be validly exercised at the time:

(a) the Option shall be treated as exercised only in respect of that lesser number; and

(b) any excess amount paid to exercise the Option or meet any Tax Liability shall be refunded; and

7.2.2 be made using a form that the Board will approve;

7.2.3 appoint the Company as the Option Holder’s agent for the purposes of rule 8.2.2, rule 8.4 and rule 8.6 (if and to the extent required by the Company); and

7.2.4 include the confirmation required under rule 6.10.1 (unless this has been provided separately).

7.3 Any exercise notice shall be accompanied by:

7.3.1 payment of an amount equal to the Exercise Price multiplied by the number of Shares specified in the notice; and

7.3.2 any payment required under rule 8; and/or

7.3.3 any documents relating to arrangements or agreements required under rules 6.8, 6.14 and 8.

Notwithstanding rules 7.3.1 and 7.3.2, the Option Holder may enter into other arrangements (not inconsistent with Schedule 4) satisfactory to the Company for the payment of those amounts.

7.4 Any exercise notice shall be invalid:

7.4.1 to the extent that it is inconsistent with the Option Holder’s rights under these rules and the Option Certificate; or

7.4.2 if any of the requirements of rule 7.2 or rule 7.3 are not met; or

7.4.3 if any payment referred to in rule 7.3 is made by a cheque that is not honoured on first presentation or in any other manner that fails to transfer the expected value to the Grantor.

The Grantor may permit the Option Holder to correct any defect referred to in rule 7.4 (but shall not be obliged to do so). The date of any corrected exercise notice shall be the date of the correction rather than the original notice date for all other purposes of the Plan.

7.5 Shares shall be allotted and issued (or transferred, as appropriate) within 30 days after a valid Option exercise, subject to the other rules of the Plan.

7.6 Except for any rights determined by reference to a date before the date of allotment, Shares allotted and issued in satisfaction of the exercise of an Option shall rank equally in all respects with the other shares of the same class in issue at the date of allotment.

7.7 If the Shares are listed or traded on any stock exchange, the Company shall apply to the appropriate body for any newly issued Shares allotted on exercise of an Option to be admitted to trading on that exchange.

8. Tax Liabilities

8.1 Each Option shall include a requirement that the Option Holder irrevocably agrees to:

8.1.1 pay to the Company, his employer or former employer (as appropriate) the amount of any Tax Liability; or

8.1.2 enter into arrangements to the satisfaction of the Company, his employer or former employer (as appropriate) for payment of any Tax Liability.

8.2 Unless the Constituent Company that employs the relevant Eligible Employee directs that it shall not, each Option shall include a requirement that the Option Holder irrevocably agrees that:

8.2.1 the Company, his employer or former employer (as appropriate) may recover the whole or any part of any Employer NICs from the Option Holder; or

8.2.2 at the request of the Company, the Option Holder shall elect (using a form approved by HMRC) that the whole or any part of the liability for Employer NICs shall be transferred to the Option Holder.

8.3 The Board may decide to release the Option Holder from, or not to enforce, any part of the Option Holder’s obligations in respect of Employer NICs under rule 8.1 and rule 8.2.

8.4 If an Option Holder does not fulfil his obligations under either rule 8.1.1 or rule 8.1.2 in respect of any Tax Liability arising from the exercise of an Option within seven days after the date of exercise and Shares are readily saleable at that time, the Grantor shall withhold Sufficient Shares from the Shares that would otherwise be delivered to the Option Holder. From the net proceeds of sale of those withheld Shares, the Grantor shall pay to the Company, employer or former employer an amount equal to the Tax Liability and shall pay any balance to the Option Holder.

8.5 Option Holders shall have no rights to compensation or damages on account of any loss in respect of Options or the Plan where such loss arises (or is claimed to arise), in whole or in part, from the Plan ceasing to be a Schedule 4 CSOP.

8.6 Each Option shall include a requirement that the Option Holder irrevocably agrees to enter into a joint election under section 431(1) or section 431(2) of ITEPA 2003, if required to do so by the Company on or before the date of exercise of the Option.

9. Relationship with Employment Contract

9.1 The rights and obligations of any Option Holder under the terms of his office or employment with the Company (or any Eligible Company or former Eligible Company) shall not be affected by being an Option Holder.

9.2 The value of any benefit realised under the Plan by Option Holders shall not be taken into account in determining any pension or similar entitlements.

9.3 Option Holders and Employees shall have no rights to compensation or damages on account of any loss in respect of Options or the Plan where such loss arises (or is claimed to arise), in whole or in part, from:

9.3.1 termination of office or employment with; or

9.3.2 notice to terminate office or employment given by or to,

the Company, any Eligible Company or any former Eligible Company. This exclusion of liability shall apply however termination of office or employment, or the giving of notice, is caused and however compensation or damages may be claimed.

9.4 Option Holders and Employees shall have no rights to compensation or damages from the Company, any Constituent Company or any former Constituent Company on account of any loss in respect of Options or the Plan where such loss arises (or is claimed to arise), in whole or in part, from:

9.4.1 any company ceasing to be a Constituent Company; or

9.4.2 the transfer of any business from a Constituent Company to any person that is not a Constituent Company.

This exclusion of liability shall apply however the change of status of the relevant Constituent Company, or the transfer of the relevant business, is caused, and however compensation or damages may be claimed.

9.5 An Employee shall not have any right to receive Options, whether or not he has previously been granted any.

10. Takeovers

10.1 Subject to rules 6.1 and 10.2, if any person (“ the Controller ”) acquires Control of the Company as a result of a Relevant Offer, or entering into a share sale and purchase agreement which will result in the Controller obtaining Control of the Company upon completion (on its own account or acting together with others); the Option Holder shall, whether or not he subsequently or in consequence of the change in control ceases to be employed by any Constituent Company for any reason but subject to the provisions of rules 6.3 and 6.4, be entitled to exercise his Option in relation to Vested Shares within the period of 40 days beginning with the date when the Controller has obtained Control of the Company and (if relevant) any condition subject to which the offer is made has been satisfied and to the extent that the Option is not exercised within such period it shall lapse and cease to be exercisable. This clause 10 shall not apply where the Controller acquires Control of the Company as a result of a Reorganisation.

10.2 Notwithstanding rule 10.1, if a person makes a Relevant Offer or negotiates a share sale and purchase agreement with the shareholders of the Company which will result in a change in Control, the Board may, in its absolute discretion and by notice in writing to all Option Holders, declare all outstanding Options to be exercisable in respect of all Option Shares which would become Vested Shares upon such change of Control in anticipation of the change in Control during a reasonable limited period specified by the Board in the notice (which period shall end immediately before the Controller obtains Control of the Company if it has not already ended). If the Board so declares, all outstanding Options may be exercised at any time during such period. If not exercised, the Options shall lapse immediately upon expiry of such period.

10.3 Subject to rule 6.1 if under s899 Companies Act the court sanctions a compromise or arrangement (other than in connection with a Reorganisation) applicable to or affecting:

10.3.1 all the ordinary share capital of the Company, or all the Shares; or

10.3.2 all the ordinary share capital of the Company, or all the Shares, which are held by a class of shareholders identified otherwise than by reference to their employment or directorships or their participation in a Schedule 4 CSOP Scheme,

the Option Holder shall, whether or not he subsequently or in consequence of the compromise or arrangement ceases to be employed by any Constituent Company for

any reason but subject to the provisions of rules 6.3 and 6.4, be entitled to exercise his Option in whole or in part within the period of 40 days beginning with the date the court sanctions the arrangement and to the extent that the Option is not exercised within such period it shall lapse and cease to be exercisable.

10.4 In this rule 10 a person shall be deemed to have obtained Control of a company if he, and others acting with him, have obtained Control of it together.

11. Rollover of Options

11.1 If a company has obtained Control of the Company as a result of company reorganisation (within the meaning of paragraph 26 of Schedule 4) affecting the Company, each Option Holder may, by agreement with that company (Acquiring Company) within the Rollover Period, release each Option (Old Option) for a replacement option (New Option). A New Option shall:

11.1.1 be over shares that satisfy the requirements of paragraphs 16 to 20 of Schedule 4 in the Acquiring Company (or some other company falling within paragraph 27(2)(b) of Schedule 4); and

11.1.2 be a right to acquire such number of those shares as have, immediately after grant of the New Option, a total Market Value substantially the same as the total Market Value of the shares subject to the Old Option immediately before its release (and for these purposes Market Value shall be determined using a methodology agreed by HMRC); and

11.1.3 have an exercise price per share such that the total price payable on complete exercise of the New Option is substantially the same as the total price that would have been payable on complete exercise of the Old Option; and

11.1.4 be exercisable in the same manner as the Old Option as it had effect immediately before the Old Option’s release.

11.2 Any Rollover Period shall have the same duration as the applicable appropriate period defined in paragraph 26(3) of Schedule 4.

11.3 Any New Option granted under rule 11 shall be treated as having been acquired at the same time as the relevant Old Option for all other purposes of the Plan.

11.4 The Plan shall be interpreted in relation to any New Options as if references to:

11.4.1 the Company (except for those in the definitions of Constituent Company and Eligible Company) were references to the Acquiring Company (or to any other company whose shares are subject to the New Options, as the context may require); and

11.4.2 the Shares were references to the shares subject to the New Options.

11.5 The Company will remain the scheme organiser of the Plan (as defined in paragraph 2(2) of Schedule 4) following the release of Options and the grant of New Options under rule 11.

11.6 The Acquiring Company shall issue (or procure the issue of) an Option Certificate for each New Option.

12. Sale

12.1 In the event of a Sale, Options may be exercised in respect of Vested Shares whether or not the relevant Option Holder shall have ceased to be employed by a Constituent Company subsequently to or in consequence of that Sale within the period of 40 days beginning with the date of the Sale and shall lapse and cease to be exercisable at the end of that period.

12.2 If the Board anticipates that a Sale may occur, it may invite Option Holders to exercise Options in respect of Option Shares which would become Vested Shares upon such Sale within such period preceding such Sale as the Board may specify and, if an Option is not then exercised, it shall, unless the Board otherwise determines, lapse and cease to be exercisable at the end of that period.

13. Listing

13.1 In the event of a Listing, Options may be exercised in respect of Vested Shares within such one or more periods after the Listing as the Board shall determine and notify to Option Holders before the Listing PROVIDED THAT:

13.1.1 no such period shall be less than 7 days long; and

13.1.2 the first such period shall begin within the period of 14 days beginning with the date of Listing; and

13.1.3 if no exercise period has been specified by the Board, Options may be exercised after the Listing; and

13.1.4 if more than one exercise period has been specified by the Board, Options shall in any event be exercisable in respect of not less than one-third of the Vested Shares at any time within the first such period; and

13.1.5 the Board shall specify in writing to the Option Holders, at the same time as issuing notice of the first exercise period, the number and dates of any further exercise periods.

13.2 Subject to rule 13.3 if, pursuant to rule 13.1 an Option becomes exercisable in consequence of a Listing, then the Company shall have the right not to issue and allot Shares upon the exercise of such Option unless the Option Holder has first agreed with the Company (in such form as the Board shall determine) that the Option Holder shall not sell or otherwise dispose of the Shares acquired upon the exercise of such Option within such period or periods (not extending beyond the second anniversary of the date of Listing) as the Board may specify in a notice in writing to the Option Holder.

13.3 No such agreement as is mentioned in rule 13.2 shall prevent an Option Holder from immediately disposing of such number of the Shares so acquired (by way of sale for a consideration in cash which is not less than the best consideration which may be obtained at the time of sale) as is sufficient to enable the Option Holder (after deduction of costs and expenses of sale) to recover the cost of the aggregate Option Price paid and any income tax and National Insurance contributions due in consequence of such exercise of such Option.

14. Variation of Share Capital

14.1 If there is any variation of the share capital of the Company (whether that variation is a capitalisation issue (other than a scrip dividend), rights issue, consolidation, subdivision or reduction of capital or otherwise) that affects (or may affect) the value of Options to Option Holders, the Board may adjust the number and description of Shares subject to each Option and/or the Exercise Price of each Option in a manner that the Board, in its reasonable opinion, considers to be fair and appropriate. However:

14.1.1 such adjustments may only be made in accordance with the provisions of paragraph 22 of Schedule 4;

14.1.2 the amendment of any Option granted by a Grantor other than the Company shall require the consent of that Grantor (which shall not be unreasonably withheld);

14.1.3 the Exercise Price for a Share to be newly issued on the exercise of any Option shall not be reduced below its nominal value (unless the Board resolves to capitalise, from reserves, an amount equal to the amount by which the total nominal value of the relevant Shares exceeds the total adjusted Exercise Price, and to apply such amount to pay-up the relevant Shares in full).

15. Notices

15.1 Any notice or other communication given under or in connection with the Plan shall be in writing and shall be:

15.1.1 delivered by hand or by pre-paid first-class post or other next working day delivery service at the appropriate address;

For the purposes of this rule 15, the appropriate address means:

(a) in the case of the Company, its registered office, provided the notice is marked for the attention of the Company Secretary;

(b) in the case of an Option Holder, his home address;

(c) if the Option Holder has died, and notice of the appointment of personal representatives has been given to the Company, any contact address they have specified in such notice; and

(d) in the case of any other Grantor, its registered office or such other address as has been notified in writing by the Grantor to the sender, provided the notice is marked for the attention of the person notified in writing to the sender,

15.1.2 sent by fax to the fax number notified in writing by the recipient to the sender; or

15.1.3 sent by email to the appropriate email address.

For the purposes of this rule 15, appropriate email address means:

(a) in the case of the Company, the Company Secretary (margaret.henry@adaptimmune.com);

(b) in the case of the Option Holder, if he is permitted to receive personal emails at work, his work email address; and

15.2 Any notice or other communication given under this rule 15 shall be deemed to have been received:

15.2.1 if delivered by hand, on signature of a delivery receipt, or at the time the notice is left at the proper address;

15.2.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.00am on the second Business Day after posting, or at the time recorded by the delivery service;

15.2.3 if send by fax, at 9.00am on the next Business Day after transmission; and

15.2.4 if sent by email, at 9.00am on the next Business Day after sending.

15.3 This rule 15 does not apply to:

15.3.1 the service of any notice of exercise pursuant to rule 7.2; and

15.3.2 the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

16. Administration and Amendment

16.1 The Plan shall be administered by the Board.

16.2 Notwithstanding Rule 16.1, or anything else to the contrary in these Rules, any matter to be determined in relation to a Rollover Option granted to, or held by, the Parent Company’s chief executive officer or its other executive officers must be determined or recommended to the full board of the Parent Company for determination either by:

16.2.1 independent directors constituting a majority of the Parent Company’s board’s independent directors in a vote in which only independent directors participate; or

16.2.2 a compensation committee comprised solely of independent directors.

This Rule 16.2 shall be interpreted in accordance with the NASDAQ Listing Rules, save that “independent director” shall mean a person who is both an independent director within the meaning of the NASDAQ Listing Rules and a non-employee director within the meaning of Rule16b-3 under the Securities Exchange Act of 1934

of the United States (the “Exchange Act”).

16.3 Subject always to Rule 16.2, the Board may delegate its powers to such person or persons as it determines, and on such terms as it determines, provided that the Board may not delegate its power and authority to the Chief Executive Officer or other executive officer of the Parent Company with regard to decisions concerning the timing, pricing or amount of a Rollover Option granted to or held by an officer, director or other person subject to Section 16 of the Exchange Act.

16.4 The Board may amend the Plan from time to time, but:

16.4.1 no amendment may be made to a Key Feature of the Plan if, as a result of the amendment, the Plan would no longer be a Schedule 4 CSOP;

16.4.2 no material amendment may apply to Options granted before the amendment was made:

(a) if the Grantor is not the Company, without the consent of the Grantor (which shall not be unreasonably withheld); and

(b) if the amendment will have a material adverse impact on the rights of the Option Holder:

(i) without the prior written consent of such number of Option Holders as hold Option under the Plan to acquire 75 per cent of the Shares which would be issued or transferred if all Options granted and subsisting under the Plan were at that time exercised; or

(ii) Without a resolution at a meeting of Option Holders passed by not less than 75 per cent of the Option Holders who attend and vote either in person or by proxy, and for the purposes of this rule 16.4.2(b)(ii) the Option Holders shall be treated as a separate class of share capital and the provisions of the articles of association of the Company relating to class meetings shall apply mutatis mutandis.

16.4.3 no amendment may be made without the prior approval of the Company in general meeting if it would:

(a) make the terms on which Options may be granted materially more generous; or

(b) increase any of the limits specified in rule 4; or

unless it is a minor amendment to benefit the administration of the Plan, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for Option Holders or for the Company or any Eligible Company;

16.5 The cost of setting up and operating the Plan shall be borne by the Constituent Companies in proportions determined by the Board.

16.6 Each Grantor other than the Company shall at all times:

16.6.1 keep sufficient issued Shares available; and/or

16.6.2 hold sufficient enforceable rights to subscribe for Shares, or to acquire issued Shares,

to satisfy the exercise of all Options granted by that Grantor.

16.7 The Board shall determine any question of interpretation and settle any dispute arising under the Plan. In such matters, the Board’s decision shall be final.

16.8 The Company and any other Grantor shall not be obliged to notify any Option Holder of any vesting of an Option or if an Option becomes exercisable or if an Option is due to lapse.

16.9 The Company, any other Grantor shall not be obliged to provide Option Holders with copies of any materials sent to the holders of Shares.

17. Governing Law

The Plan and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

18. Jurisdiction

18.1 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with

the Plan or its subject matter or formation (including non-contractual disputes or claims).

18.2 Each party irrevocably consents to any process in any legal action or proceedings under rule 18.1 above being served on it in accordance with the provisions of the Plan relating to service of notices. Nothing contained in the Plan shall affect the right to serve process in any other manner permitted by law.

19. Third Party Rights

19.1 A person who is not a party to the Option shall not have any rights under or in connection with it as a result of the Contracts (Rights of Third Parties) Act 1999 except where such rights arise under any provision of the Plan for any employer or former employer of the Option Holder which is not a party.

This does not affect any right or remedy of a third party which exists, or is available, apart from that Act.

19.2 The rights of the parties to an Option to surrender, terminate or rescind it, or agree any variation, waiver or settlement of it, are not subject to the consent of any person that is not a party to the Option as a result of the Contracts (Rights of Third Parties) Act 1999.

20. Data Protection

20.1 In accepting the grant of an Option each Option Holder consents to the collection, holding, processing and transfer of his Personal Data by the Company, any Grantor or any Constituent Company for all purposes connected with the operation of the Plan.

20.2 The purposes of the Plan referred to in rule 20.1 include, but are not limited to:

20.2.1 holding and maintaining details of the Option Holder’s Options;

20.2.2 transferring the Option Holder’s Personal Data to the trustee of an employee benefit trust, the Company’s registrars or brokers or any administrators of the Plan; and

Holder’s Personal Data only in connection with the proposed transaction and in accordance with the data protection principles set out in the Data Protection Act 1998; and

20.2.4 transferring the Option Holder’s Personal Data under rule 20.2.2 or rule 20.2.3 to a person who is resident in a country or territory outside the European Economic Area that may not provide the same statutory protection for the information as countries within the European Economic Area.

Appendix 1

Dated 201[*]

OPTION CERTIFICATE

THIS DEED dated [DATE]

This is a deed of Adaptimmune Limited incorporated and registered in England and Wales with company number 06456741 whose registered office is at 91 Milton Park, Abingdon, Oxon, OX14 4RY (the Company ).

Background:

A. The Company has adopted the Adaptimmune Limited Company Share Option Plan (Plan).

B. The Plan is a Schedule 4 CSOP scheme (as defined in paragraph 1(A1) of Schedule 4 to the Income Tax (Earnings and Pensions) Act 2003).

C. The Company wishes to grant an option under the Plan to [NAME OF EMPLOYEE] of [ADDRESS OF EMPLOYEE] (Option Holder), on the terms specified in this Deed (Option Certificate).

1. Interpretation

1.1 Terms defined in the rules of the Plan (but not defined in this Option Certificate) shall have the same meaning in this Option Certificate as in the rules of the Plan, unless the context requires otherwise. The rules of interpretation in the Plan also apply to the Option Certificate.

1.2 A copy of the rules of the Plan may be obtained from the intranet of the Company.

1.3 Terms in the Option Certificate such as you or your refer to and address the Option Holder.

2. Grant Of Option

2.1 Subject to the other terms of the Option Certificate and the rules of the Plan, the Company grants You an option ( Option ) to acquire [NUMBER OF SHARES] Ordinary Shares ( Option Shares ) in the Company.

2.2 The Date of Grant of the Option is the date of execution of this Deed.

2.3 The Exercise Price of the Option is £[x] per Option Share.

3. Vesting Dates

3.1 The Shares subject to your Option will vest and become Vested Shares as follows:

3.2 The Shares subject to your Option will vest and become Vested Shares as follows:

3.2.1 in respect of [•] Shares (being 25% of the Option Shares rounded down to the nearest whole number), on the first anniversary of the Date of Grant;

3.2.2 in respect of a further [•] Shares (being 1/36 of the remainder rounded down to the nearest whole number) at the end of each of the 35 months following the first anniversary of the Date of Grant;

3.2.3 in respect of a further [•] Shares (being the remainder of the Option Shares) on the fourth anniversary of the Date of Grant;

3.2.4 provided that no further vesting shall occur after you have ceased to be an Employee.

3.3 You may lose the ability to exercise the Option and/or the Option may lapse before any date specified in clause 3.1 if certain events occur, in accordance with the rules of the Plan.

4. First Exercise Date

4.1 You may only exercise the Option on the occurrence of a Sale, Listing, Takeover (other than a Reorganisation) or other event referred to in rule 6.1 in accordance with the rules of the Plan unless the Board exercises its discretion to allow you to exercise prior to one of these events pursuant to rule 6.3 or rule 6.5.

4.2 If you exercise the Option before the date which is three years from the Date of Grant other than in certain defined events, You may not benefit from the special tax treatment for CSOP options. It is Your responsibility to take Your own tax advice in relation to any exercise of the Option.

5. Latest Exercise Date

5.1 You may not exercise the Option after 5:00pm on the day immediately preceding the tenth anniversary of the Date of Grant and it will lapse on that date if it has not lapsed or been exercised in full before then.

5.2 You may lose the ability to exercise the Option and/or the Option may lapse before the date specified in clause 5.1 if certain events occur, in accordance with the rules of the Plan.

6. Restrictions Applying To The Option Shares

The Option Shares are subject to the Relevant Restrictions in Schedule 1 .

7. Terms of Option

7.1 The Option is subject to:

7.1.1 Schedule 4 to the Income Tax (Earnings and Pensions) Act 2003 (Schedule 4);

7.1.2 any other legislation applying to Schedule 4 CSOP schemes; and

7.1.3 the rules of the Plan.

7.2 The provisions referred to in clause 7.1 shall take precedence over any conflicting statement about the terms of the Option.

7.3 Without limitation clause 3.3, clause 5.2, clause 8, clause 9, clause 10, clause 11 and clause 12 are included only as a summary of certain important provisions of the Plan, to draw these to your attention.

8. Restrictions on Transfer and Charging

8.1 You may not transfer the Option and it will lapse if You attempt to do so. However, the Option will not lapse if and when it passes to your personal representatives on your death.

8.2 You may not make the Option subject to a charge or any other security interest. For example, You cannot use the Option as security for a loan. The Option will lapse if You attempt to do so.

8.3 The Option will lapse if You are declared bankrupt.

9. Exercise After Cessation Of Employment

9.1 After You cease holding office or employment with the Company or any other company of which the Company has control, You may only exercise the Option if, and to the extent that, exercise is then permitted under the rules of the Plan.

9.2 In certain circumstances, after You give or receive notice to terminate employment with the Company or any other company of which the Company has Control, You

may only exercise the Option if, and to the extent that, exercise is then permitted under the rules of the Plan.

10. Terms of Your Employment

10.1 The grant and existence of the Option shall not affect the terms of your employment with the Company or any other company of which the Company has (or had) Control.

10.2 You shall have no rights to compensation or damages on account of any loss concerning the Option or the Plan that arises (or is claimed to arise), in whole or in part, from:

10.2.1 the termination of any office or employment held by You; or

10.2.2 any notice to terminate office or employment given by or to You; or

10.2.3 any company ceasing to be a Constituent Company of the Plan; or

10.2.4 the transfer of any business to a person which is not a Constituent Company of the Plan; or

10.2.5 a determination by HMRC that the Plan is no longer a Schedule 4 CSOP scheme.

This clause 10.2 applies however the relevant circumstances are caused and however damages or compensation may be claimed.

10.3 The grant of the Option does not give You any right to receive further options under the Plan, or any other share incentives or bonuses.

10.4 The value of any benefit realised from the Option shall not be taken into account in determining your entitlement to any pension or similar benefit.

11. Income Tax And National Insurance Contributions

11.1 Depending on the circumstances, on exercise of the Option You may have an income tax liability under PAYE and You may be required to pay national insurance contributions ( NICs ). If so, then:

11.1.1 the Company or your employer may require You to pay amounts in respect of your PAYE and NICs liability, or enter into some other arrangement specified by the Company for the payment of these amounts;

11.1.2 You may be required to:

(a) pay; or

(b) enter into a joint election to transfer; or

some or all of your employer’s secondary class 1 NICs liability arising from exercise of the Option; and

11.1.3 in some circumstances, the Company may withhold the number of Option Shares required to meet your liabilities in respect of PAYE, and primary (employee) class 1 NICs and secondary (employer) class 1 NICs.

11.2 The Option may only be exercised if You:

11.2.1 confirm (in writing) that You agree to the requirements of the Plan relating to PAYE and NICs ( Rule 8 ). This may be done at the time of exercise; and

11.2.2 make any arrangements, or enter into any agreements, that may be required under Rule 8.

12. Lock Up Agreement

The Company may require you as a condition of exercise to enter into a lock up agreement substantially similar to the requirements of subsection 2.11 of the Investors’ Rights Agreement in relation to the Company dated 23 September 2014, a copy of which Investors’ Rights Agreement will be supplied to you.

13. Exercise Of Option

13.1 To exercise the Option, you should fill in and sign an exercise notice and submit it to the Company.

13.2 You may also be required to enter into a deed of adherence, as referred to in rule 6.8 of the Plan, and a lock up agreement in accordance with clause 12.

13.3 An exercise notice form is attached to this Option Certificate.

This document has been executed as a deed and is delivered and takes effect on the date stated at the beginning of it.

Schedule 1

Relevant Restrictions

(A) Articles of Association

There are Relevant Restrictions contained in the Company’s Articles of Association. The details of these restrictions are set out below. In addition You will be provided with a copy of the Articles of Association so that You can refer to the full provisions containing these Relevant Restrictions.

Articles 7 to 11

Under the provisions of Article 7 to 10 of the Articles of Association of the Company, there is a general prohibition on transfers of Ordinary Shares other than to a Privileged Relation or a Family Trust. The definitions for these permitted transfers are copied below. This prohibition is subject to the provisions in Article 11 which allows a transfer to take place provided that the shares are first offered to the existing shareholders.

Privileged Relation:

in relation to an individual member or deceased or former individual member, means the husband or wife or the widower or widow of such member and all the lineal descendants and ascendants in direct line of such member and the brothers and sisters of such member and their lineal descendants and a husband or wife or widower or widow of any of the above persons and for the purposes aforesaid a step-child or adopted child or illegitimate child of any person shall be deemed to be his or her lineal descendant;

Family Trust:

as regards any particular individual member or deceased or former individual member, means a trust (whether arising under a settlement, declaration of trust or other instrument by whomsoever or wheresoever made or under a testamentary disposition or on an intestacy) under which no immediate beneficial interest in any of the Shares in question is for the time being vested in any person other than that individual and/or Privileged Relations of that individual; and so that for this purpose a person shall be considered to be beneficially interested in a Share if such Share or the income thereof is or may become liable to be transferred or paid or applied or appointed to or for the benefit of such person or any voting or other rights attaching thereto are or may become liable to be exercisable by or as directed by such person pursuant to the terms of the relevant trust or in consequence of an exercise of a power or discretion conferred thereby on any person or persons;

Article 12

If a holder of Ordinary Shares wishes to sell those shares in accordance with the terms of Article 11, they must first notify the Major Investors (as defined in the articles), who then have the right to elect to sell some of their shares on the relevant terms in lieu of a proportion of the shares to be sold by the original selling holder.

Article 13

Compulsory transfer (forfeiture) provisions apply where the individual is adjudicated bankrupt, if shares are not voluntarily transferred within a year of the individual’s death, or if the employee ceases to be employed by the Company. Fair value will be paid for a transfer arising under this Article and there is a mechanism for determining fair value in Article 13.

Article 14

No transfer of shares to a Non-Financial Buyer (as defined in the Articles) will be registered if it would result in the transferee (together with persons connected with it) holding or beneficially owning shares which give it more than 50% of the voting rights of the Company unless the transferee offers to buy the other shares at a specified price.

Article 15

In a case where shareholders are proposing to sell shares holding at least 75% of the voting rights in the Company, Article 14 enables them to force the minority to sell their shares for consideration specified in Article 14.

(B) Shareholders’ Agreement

There is a provision in rule 6.8 of the Plan pursuant to which you may be required on exercise of the Option to enter into a deed of adherence to a shareholders’ agreement entered into between the shareholders of the Company, under which you would agree to be bound by that agreement as though you were a party to it. It is possible that such an agreement could contain Relevant Restrictions. Details of certain restrictions on transfer set out in the existing shareholders’ agreement are set out below. In addition, on request You will be provided with a copy of the relevant sections of the existing shareholders’ agreement so that You can refer to the full provisions containing these Relevant Restrictions.

Clause 7

No party to the shareholders’ agreement may transfer shares:

· unless the transferee enters into a deed of adherence;

· if the transferee is a competitor of the Company (unless pursuant to an offer under Article 15 of the Articles of Association of the Company).

The Shares may be subject to restrictions contained in a lock up agreement as referred to in clause 12 of the Option Certificate if You are required to enter into such an agreement, which would, inter alia, restrict Your ability to sell the Shares during certain periods in connection with the Company’s first underwritten public offering of Shares under the US Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (or any such offering of a company which acquires the Company pursuant to a Reorganisation).

Executed as a deed by Adaptimmune Limited acting by:


	[SIGNATURE OF FIRST DIRECTOR]


	Director




	[SIGNATURE OF SECOND DIRECTOR OR SECRETARY]


	[Director OR Secretary]

DATED 201[*]

ADAPTIMMUNE LIMITED

COMPANY SHARE OPTION PLAN - NOTICE OF

EXERCISE OF OPTION

THIS DEED dated [DATE] is made by:

This notice is given by me, (write your full name here) ( Option Holder ).

14. Option Exercise

I wish to exercise the option (Option) granted to me on (write date of grant here) by Adaptimmune Limited (Company) under the rules of the Adaptimmune Limited Company Share Option Plan (Plan). I agree to the terms of the Plan and my Option Certificate in relation to the Option.

15. Number Of Shares To Be Acquired

I wish to exercise the Option to acquire:

· All

· (if exercising only in part, write number of shares here)

(Delete one of the bullet points above, as appropriate.)

of the shares subject to the Option (the Shares) and I request that the Shares be allotted or transferred to me under the Plan and the articles of association of the Company.

(Note that you may exercise the Option in whole or in part)

16. Agreements About My Tax Liabilities

16.1 I irrevocably agree to:

16.1.1 pay to the Company, my employer or former employer amounts equal to any PAYE income tax and primary class 1 (employee) National Insurance contributions (NICs) (or any similar liability for tax or social security contribution arising in any jurisdiction outside the United Kingdom) for which the Company, my employer or former employer is liable to account on the exercise of the Option or the sale of any Shares (or any other taxable event in relation to the Shares); or

16.1.2 enter into arrangements satisfactory to the Company to secure the payment of the amounts specified in clause 16.1.1.

16.2 I irrevocably agree:

16.2.1 to pay to the Company, my employer or former employer amounts equal to any secondary class 1 (employer) NICs (or any similar liability for social security contribution arising in any jurisdiction outside the United Kingdom) which the Company, my employer or former employer is liable to pay on the exercise of the Option or the sale of any Shares (or any other taxable event in relation to the Shares) and which may be lawfully recovered from me;

16.2.2 to enter into arrangements satisfactory to the Company to secure the payment of the amounts specified in clause 16.2.1; or

16.2.3 if requested to do so by the Company, my employer or former employer, to enter into a joint election to transfer to me liability for the whole or any part of the amounts specified in clause 16.2.1.

16.3 I understand and agree that, if I do not fulfil any obligation I then have under clause 16.1 and clause 16.2 within seven days after the date of this exercise, the Company may retain and sell enough of the Shares to satisfy my liabilities under clause 16.1 and clause 16.2, together with any costs arising from that sale. I shall be entitled to any balance of the sale proceeds.

16.4 I irrevocably agree to enter into a joint election in respect of the Shares under section 431(1) or section 431(2) of the Income Tax (Earnings and Pensions) Act 2003, if required to do so by the Company, my employer or former employer at any time up to the date falling 14 days after I acquire the Shares.

16.5 I appoint the Company (acting by any of its directors from time to time) as my agent and attorney to:

16.5.1 sell Shares and deal with the proceeds of sale as specified in clause 3.3 (if relevant, as modified by my direction in clause 17); and,

16.5.2 execute joint elections of the types specified in clause 16.2.3 and clause 16.4,

in my name and on my behalf.

The Company may appoint one or more persons to act as substitute agent(s) and attorney(s) for me and to exercise one or more of the powers conferred on the Company by this power of attorney, other than the power to appoint a substitute attorney. The Company may subsequently revoke any such appointment.

This power of attorney shall be irrevocable, except with the consent of the Company, and is given by way of security to secure the interest of the Company (for itself and as trustee under the Option on behalf of any employer or former employer of mine) as a person liable to account for or pay any relevant PAYE or NICs liability.

I declare that a person who deals in good faith with the Company or any substitute attorney as my attorney appointed under this Deed may accept a written statement signed by that person to the effect that this power of attorney has not been revoked as conclusive evidence of that fact.

17. Directions About My Tax And NICs Liabilities

(The Option was granted as an tax-advantaged CSOP option. As a result, income tax and NICs liabilities will only arise on exercise if certain limited circumstances.

If you have any doubt as to whether tax and NICs will be due on exercise, you should ask the Company Secretary to confirm the position before you exercise the Option.)

PAYE income tax and NICs (as specified in clause 16.1 and clause 16.2) (Tax Liability) may arise on this exercise. If a Tax Liability arises, I wish to pay my Tax Liability by the following method:

· I authorise my employer to deduct the Tax Liability under PAYE from my next salary payment.

· I have included payment for the Tax Liability in the enclosed cheque.

· I wish the Company to retain and sell enough Shares to meet the Tax Liability, as specified in clause 3.3 (but without being required to wait until seven days after this exercise before doing so).

· I have entered into other arrangements (which are satisfactory to the Company) to meet the Tax Liability.

Delete all but one of the bullet points above, as appropriate. If you do not select a method of settling your Tax Liability, the Company will sell a number of shares to meet your Tax Liability, as specified in clause 3.3.

18. Payment

18.1 I enclose a cheque for (write amount here) which includes:

· The aggregate exercise price payable under the Option for the Shares.

· The amount due in respect of my PAYE and NICs liabilities (as specified in clause 16.1 and clause 16.2) arising on exercise. (Delete this bullet point, if it does not apply.)

18.2 I enclose completed documentation relating to other arrangements (which are satisfactory to the Company) to meet my PAYE and NICs liabilities arising on exercise (as specified in clause 16.1 and clause 16.2). (Delete this clause, if it does not apply.)

18.3 I enclose a completed deed of adherence in accordance with rule 6.8 of the Plan. (Delete this clause if it does not apply. )

18.4 I enclose a completed lock up agreement as referred to in the Option Certificate ( Delete this clause if it does not apply. )

This document has been executed as a deed and is delivered and takes effect on the date stated at the beginning of it.

Signed as a deed by [NAME OF OPTION HOLDER] in the presence of:




		[SIGNATURE OF OPTION HOLDER]

[SIGNATURE OF WITNESS]


[NAME, ADDRESS [AND OCCUPATION] OF WITNESS]

18.4.1

Exhibit 4.31

RULES of the
ADAPTIMMUNE THERAPEUTICS PLC 2015 SHARE OPTION SCHEME

Adopted by the Company on 16 March 2015

Amended on 15 April 2015 and 13 January 2016

CONTENTS

1.	DEFINITIONS	3
2.	ELIGIBILITY FOR EMI OPTIONS	9
3.	GRANT OF OPTIONS	9
3A.	SCHEME LIMIT	11
4.	OPTION PRICE	12
5.	VESTING SCHEDULE AND PERFORMANCE TARGETS	12
6.	LIMITS	13
7.	EXERCISE AND LAPSE OF OPTIONS	13
8.	MANNER OF EXERCISE OF OPTIONS	15
9.	TAX LIABILITIES	17
10.	NON-TRANSFERABILITY OF OPTIONS	18
11.	TAKEOVERS	18
12.	QUALIFYING EXCHANGE OF SHARES	19
13.	SALE	19
14.	LISTING	19
15.	VARIATION OF SHARE CAPITAL	20
16.	RELATIONSHIP WITH EMPLOYMENT CONTRACT	21
17.	VARIATIONS AND TERMINATION	21
18.	HMRC REQUESTS	22
19.	EMI	22
20.	GENERAL	22
21.	GOVERNING LAW AND JURISDICTION	23

RULES OF THE ADAPTIMMUNE THERAPEUTICS PLC 2015 SHARE OPTION SCHEME (INCORPORATING ENTERPRISE MANAGEMENT INCENTIVE OPTIONS)

1. DEFINITIONS

1.1 In these Rules, unless the context otherwise requires, the following words and expressions have the meanings set opposite them:

“Auditors”		the auditors for the time being of the Company or in the event of there being joint auditors such one of them as the Board shall select;

“Board”		the board of directors from time to time of the Company (or the directors present at a duly convened meeting of such board) or a duly authorised committee of directors appointed by that board of directors to carry out any of its functions under this Scheme;

“Company”		Adaptimmune Therapeutics plc, a company incorporated and registered in England with number 9338148;

“Connected”		means that the relevant individual is an employee or a director of, or a Consultant to, a Group Company;

“Consultant”		means any person who is providing consultancy services to a Group Company including, without prejudice to the generality of the foregoing, any member of any Scientific Advisory Board that may from time to time be established by the Company;

“control”		except as otherwise provided, has the meaning given in Section 719 of ITEPA 2003;

“Date of Grant”		the date on which an Option is granted as provided in Rule 3.6;

“Deed of Grant”		has the meaning given in Rule 3.4A;

“Disqualifying Event”		has the meaning given in sections 533 to 539 of ITEPA 2003;

“Eligible Person”		in relation to the grant of an Option which is not an EMI Option, any employee or director of a Group Company or any Consultant and in relation to the grant of an EMI Option, any employee of a Group Company who satisfies the eligibility criteria set out in Rule 2;

“EMI Notice”		a notice of an option which must be given to HMRC for that Option to be an EMI Option and which complies with the requirements of paragraph 44 of Schedule 5 to ITEPA 2003;

“EMI Option”		an Option which is a “qualifying option” as defined in paragraph 1(2) of Schedule 5 to ITEPA 2003;

“Employer NICs”		any secondary class 1 (employer) national insurance contributions (or any similar liability for social security contribution in any jurisdiction) that the Option Holder’s Employer is liable to pay as a result of any Taxable Event (or which such person would be liable to pay in the absence of an election of the type referred to in Rule 9.2(b)) and which may be lawfully recovered from the Option Holder.

“Existing Share Option”		a right to acquire Shares that are already in issue, at the Option Price, pursuant to and in accordance with the Rules, which has neither lapsed nor been fully exercised;

“Grantor”		the person granting an Option pursuant to the Rules of this Scheme which may be: (a) the Company; or (b) the trustees of an employee benefit trust authorised by the Board to grant Options at the relevant time, subject to Rule 3.7; or (c) any other person authorised by the Board to grant Options at the relevant time, subject to Rule 3.7;

“the Group”		the Company and its subsidiaries from time to time;

“Group Company”		a company which is a member of the Group and includes the Company, whether or not it has any subsidiaries at the relevant time;

“HMRC”		HM Revenue & Customs;

“ITEPA 2003”		the Income Tax (Earnings and Pensions) Act 2003;

“Listing”		the listing of the securities of the Company on the London Stock Exchange plc (including for the avoidance of doubt the AIM Market) or any recognised investment exchange (as defined in section 285 of the Financial Services and Market Act 2000) including NASDAQ and NASDAQ Europe and their respective share dealing markets and the Listing shall be treated as occurring on the day on which trading in the securities of the Company begins;

“New Share Option”		a right to subscribe for Shares at the Option Price pursuant to and in accordance with these Rules which has neither lapsed nor been fully exercised;

“N.I. Regulations”		the laws, regulations and practices from time to time in force relating to liability for and the collection of National Insurance contributions;

“Option”		a New Share Option or an Existing Share Option;

“Option Agreement”		a written agreement executed in respect of the grant of an Option pursuant to Rule 3.4;

“Option Holder”		a person holding an Option, including, where applicable, his Personal Representatives;

“Option Holder’s Employer”		such Group Company as is the Option Holder’s employer or, if he has ceased to be employed within the Group, was his employer or such other Group Company, or other person as, under the PAYE Regulations or, as the case may be, the N.I. Regulations, or any other statutory or regulatory enactment (whether in the United Kingdom or otherwise), is obliged to account for any Tax Liability;

“Option Price”		the price, as from time to time determined by the Board (with the prior consent of the Grantor, where appropriate), at which each Share subject to an Option may be acquired on the exercise of that Option which, if Shares are to be newly issued to satisfy the exercise of the Option, shall not be less than the nominal value of a Share;

“Option Shares”		the Shares over which an Option subsists;

“ordinary share capital”		all the issued share capital (by whatever name called) of the Company other than capital the holders whereof have a right to a dividend at a fixed rate but have no other right to share in the profits of the Company;

“PAYE Regulations”		the regulations made under section 684 of ITEPA 2003;

“Performance Option”		an Option the exercise of which is subject to attainment of a Performance Target;

“Performance Period”		in relation to a Performance Option, the period (as determined by the Board) over which the performance of the Company and/or any other condition is to be measured for the purposes of determining whether and to what extent the Performance Target is met;

“Performance Target”		the condition or conditions imposed on the exercise of an Option pursuant to Rule 5 as amended and varied from time to time in accordance with these Rules;

“Personal Data”		any personal information which could identify an Option Holder, including but not limited to, the Option Holder’s: (a) date of birth; (b) home address; (c) telephone number; (d) e-mail address; (e) National Insurance number (or equivalent); or (f) Options under the Scheme or any other employee share scheme operated by the Company.

“Personal Representatives”		in relation to an Option Holder, the personal representatives of the Option Holder (being either the executors of his will to whom a valid grant of probate has been made or, if he dies intestate, the duly appointed administrator(s) of his estate) who have produced to the Company evidence of their appointment as such;

“Qualifying Subsidiary”		a subsidiary which satisfies the conditions of paragraph 11 of Schedule 5 to ITEPA 2003;

“Relevant Restriction”		a provision included in any contract, agreement, arrangement or condition (including the articles of association of the Company) to which any of sections 423(2), 423(3) or 423(4) of ITEPA 2003 would apply if references in them to employment related securities were references to Shares;

“Sale”		an unconditional agreement being entered into for the sale to a person other than a Group Company of the whole, or substantially the whole, of the business and assets of the Company;

“Scheme”		this share option scheme as constituted and governed by these Rules, as from time to time amended in accordance with these Rules;

“Shares”		fully paid irredeemable shares in the ordinary share capital of the Company. For these purposes, shares: (a) will not be fully paid-up if there is any undertaking to pay cash to the Company at a future date for those Shares; and (b) shall be treated as redeemable if they may become so at a future date;

“subsidiary”		a company which is a subsidiary of the Company within the meaning of Section 1159 of the Companies Act 2006, except that any company that is a subsidiary under section 1159(1)(b) or section 1159(c) shall not cease to be a subsidiary for the purposes of these Rules (in particular, the definitions of Group, Group Company, Qualifying Subsidiary and Eligible Person) when shares in that subsidiary held by the Company (or by another subsidiary) are registered in the name of: (a) another person (or its nominee) solely by way of security or in connection with the taking of security; or (b) the Company’s (or another subsidiary’s) nominee;

“Sufficient Shares”		the smallest number of Shares which, when sold at the best price which can reasonably be expected to be obtained at the time of sale, will produce an amount at least equal to the relevant Tax Liability (after deduction of brokerage and any other charges or taxes on the sale);

“Takeover”		the Company coming under the control of a person or persons as mentioned in Rule 11;

“Taxable Event”		any event or circumstance that gives rise to a liability for the Option Holder to pay income tax and National Insurance contributions or either of them (or their equivalents in any jurisdiction) in respect of: (a) the Option, including its exercise, its assignment or surrender for consideration, or the receipt of any benefit in connection with it; (b) any Shares (or other securities or assets): (i) earmarked or held to satisfy the Option; (ii) acquired on exercise of the Option; (iii) acquired as a result of holding the Option; or (iv) acquired in consideration of the assignment or surrender of the Option; or (c) any securities (or other assets) acquired or earmarked as a result of

		holding Shares (or other securities or assets) mentioned in (b); or (d) any amount due under PAYE in respect of securities or assets within (a) to (c) above, including any failure by the Option Holder to make good such an amount within the time limit specified in section 222 of the ITEPA 2003.

“Tax Liability”		the total of: (a) any income tax and primary class 1 (employee) National Insurance contributions (or their equivalents in any jurisdiction) for which the Option Holder’s Employer may be liable to account (or reasonably believes it is or may be liable to account) as a result of any Taxable Event; and (b) any Employer National Insurance contributions that any employer (or former employer) of the Option Holder is or may be liable to pay (or reasonably believes it is or may be liable to pay) as a result of any Taxable Event which can be recovered lawfully from the Option Holder;

“Vested Shares”		Shares which, subject to the following rules of this Scheme, may at the relevant time be acquired by the exercise of an Option in accordance with these Rules in consequence of the conditions set out in any applicable Vesting Schedule or Performance Targets being met.

“Vesting Schedule”		such one or more time-based conditions as may be specified by the Board in the Option Agreement or Deed of Grant as mentioned in Rules 5.1 and 5.2.

1.2 Where the context so admits or requires, the singular includes the plural and the masculine includes the feminine and neuter and vice versa.

1.3 References to Rules are to Rules of this Scheme as from time to time amended in accordance with their provisions.

1.4 A reference to a statute or statutory provision is a reference to it as in force at the relevant time, taking account of any amendment, extension or re-enactment and includes any subordinate legislation in force and made under it.

1.5 References to “ writing ” and “ written ” includes faxes, email and other forms of electronic communication which can be read.

1.7 Headings shall not affect the interpretation of these Rules.

2. ELIGIBILITY FOR EMI OPTIONS

3. GRANT OF OPTIONS

3.2 Options:

3.2.1 may not be granted at any time when such grant would be prohibited by, or in breach of, any law or regulation with the force of law; or

3.2.2 which are intended to be EMI Options shall only be granted when the Company is a qualifying company as defined in paragraph 8 of Schedule 5 to ITEPA 2003.

3.4 Subject to Rule 3.4A, an Option shall be granted by the Grantor and the Option Holder executing as a deed an agreement, in such form as the Board may from time to time determine. Each Option Agreement shall:

3.4.1 if such be the case, specify that the Option is intended to be an EMI Option and is granted in accordance with the provisions of Chapter 9 of Part 7 of and Schedule 5 to ITEPA 2003;

3.4.2 specify the Date of Grant;

3.4.3 identify the Grantor;

3.4.4 specify the number and class of Shares over which the Option is granted;

3.4.5 specify the Option Price;

3.4.7 specify the Vesting Schedule applicable to the Option;

3.4.8 specify the last date on which the Option may be exercised (subject to Rule 7.1) and assuming that the Option is not exercised earlier and no event occurs to cause the Option to lapse earlier;

3.4.9 specify how the Option may be exercised;

3.4.10 specify details of any Relevant Restrictions attaching to the Option Shares;

3.4.11 specify that the Option is subject to these Rules;

3.4.12 include the terms required by Rule 9.1, Rule 9.2 and Rule 9.6;

3.4.13 include the power of attorney required by Rule 9.7; and

3.4.14 include a term giving effect to Rule 3.9.

3.4A Notwithstanding Rule 3.4, in relation to Options other than EMI Options, Options may be granted by the Grantor executing a deed poll (a “Deed of Grant” ), which may cover a number of Options. A Deed of Grant shall specify the information set out in Rule 3.4.2 to 3.4.8, together with any other terms of the Option not inconsistent with these Rules, in relation to each Option granted by it. Where an Option is granted by way of a Deed of Grant:

3.4A.1 the information set out in Rule 3.4.2 to 3.4.11 (and any other terms of the Option contained in the Deed of Grant) shall be provided to the Option Holder (and may be provided in an electronic manner); and

3.4A.2 the Option may be subject to a condition that if the terms of the Option are not accepted by the Option Holder within a period of 30 days (or such other period as the Board considers appropriate) from the Date of Grant, the Option shall lapse.

3.5 No amount shall be paid by an Eligible Employee for the grant of an Option.

3.6 The date of the agreement executed pursuant to Rule 3.4, or the date of execution of the deed poll referred to in Rule 3.4A, shall be taken for all purposes of this Scheme as the Date of Grant in respect of the relevant Option.

3.9 If an Option Holder granted an EMI Option does not correctly complete, sign and

date the relevant EMI Notice and return it to the Option Holder’s Employer within 60 days after the Date of Grant the relevant Option shall automatically lapse at the end of that period.

3.10 The Option Holder’s Employer shall, in respect of any Option intended to be an EMI Option:

3.10.2 keep each Option Agreement available for inspection by HMRC at any time.

3.11 The Option Agreement, or the information provided in accordance with Rule 3.4A.1, shall serve as evidence of the grant of the Option and accordingly no certificates shall be issued to the Option Holder.

3A. SCHEME LIMIT

3A.1 In the event of a Listing, no Option may be granted if, immediately following the grant, it would make the aggregate number of Shares subject to awards made following the Listing under the Scheme and any other incentive plans for Connected individuals adopted by a Group Company exceed the Scheme Limit at that time.

3A.2 The “Scheme Limit” at any time shall be 8% of the number of Shares comprised in the Initial Fully Diluted Share Capital plus any Annual Increments by which the Scheme Limit has increased prior to that time in accordance with Rule 3A.4.

3A.3 The “Initial Fully Diluted Share Capital” shall be the issued share capital of the Company immediately following the Listing plus the number of shares which would be issued if all options to acquire Shares granted by the Company to Connected individuals (whether or not still Connected at the time of the Listing) which were outstanding at the time of the Listing were exercised in full and satisfied by the issue of new Shares by the Company.

3A.4 On 1 July in each year, commencing with 1 July 2016, the Scheme Limit shall automatically increase by 4% of the number of shares comprised in the issued share capital of the Company at the end of the immediately preceding 30 June, or, in each case, such lower number as the Board may prior to that 1 July determine. Each such increase shall be an “Annual Increment” .

3A.5 For the purposes of Rule 3A.1, Shares subject to awards which have been satisfied (in whole or in part) shall be included (to the extent that the relevant award has been satisfied), and Shares subject to awards which (in whole or in part) have lapsed or otherwise become incapable of exercise (other than by reason of the satisfaction thereof) shall not be included (to the extent that the relevant award has lapsed or otherwise become incapable of exercise).

3A.6 In the event that there is more than one Listing in relation to the Company, the term “Listing” in Rules 3A.1 and 3A.3 shall be interpreted as a reference to the first such Listing.

4. OPTION PRICE

4.1 Subject to Rule 3.4 and any adjustment being made pursuant to Rule 14, the Option Price shall be determined by the Board (with the prior consent of the Grantor, where appropriate).

4.2 In the case of a New Share Option, the Option Price shall not be less than the nominal value of a Share.

5. VESTING SCHEDULE AND PERFORMANCE TARGETS

5.1 An Option may be granted subject to either, or both, a Vesting Schedule and Performance Targets as the Board shall determine.

5.2 An Option may be granted on terms that different proportions of the Option Shares shall respectively become Vested Shares if the Option Holder is continuously Connected throughout such different periods, beginning with the Date of Grant, as the Board shall specify in the Option Agreement or the Deed of Grant.

5.3 An Option may be granted on terms that the extent to which the Option Shares become Vested Shares shall depend upon the extent to which one or more Performance Targets specified in the Option Agreement or Deed of Grant is attained (so that if and insofar as any such Performance Target is not attained, the Option shall then lapse and cease to be exercisable in respect of the proportion of Option Shares which does not then become Vested Shares).

5.4 A Performance Target may be specified to apply to the whole or part only of an Option.

5.6 After an Option has been granted the Board may (with the consent of the Grantor, where appropriate), waive in whole or in part any requirement that a Performance Target be met as a condition of exercise of an Option PROVIDED THAT no such waiver shall be made unless an event or events have occurred in consequence of which the Board reasonably considers that the terms of the existing Performance Target no longer afford an effective incentive to the Option Holder.

5.7 The Board shall determine whether, and to what extent, any Performance Targets have been satisfied.

5.8 If an Option is subject to any Performance Target, the Board shall notify the Option Holder (and the Grantor, if not the Company) within a reasonable time

after the Board becomes aware of the relevant information:

5.8.1 whether (and, if relevant, to what extent) the Performance Target has been satisfied and the relevant Option has therefore vested;

5.8.2 of any subsequent change in whether, or the extent to which, the Performance Target has been satisfied;

5.8.3 when that Performance Target has become incapable of being satisfied, in whole or in part; and

5.8.4 of any waiver or variation of that Performance Target under Rule 5.5 or 5.6.

5.9 The number of Shares in respect of which an Option shall become vested on any occasion shall be rounded to the nearest whole number.

6. LIMITS

6.4 For the avoidance of doubt, the limitations under this Rule 6 do not apply to Options which are not EMI Options.

7. EXERCISE AND LAPSE OF OPTIONS

7.2 Subject to Rules 11.2 and 13.2 an Option may only ever be exercised in respect of Vested Shares or such greater proportion of the Option Shares as may be notified in writing to the Option Holder by the Board.

7.3 Except as mentioned in Rules 7.4, 11 and 13 or as otherwise provided in the relevant Option Agreement or Deed of Grant an Option may not be exercised unless the Option Holder is at the time of exercise Connected with a Group Company.

7.4 If an Option Holder ceases to be Connected with any member of the Group then an Option granted to him may only be exercised (if at all) in relation to such proportion of the Option Shares, and (subject to Rule 7.1) within such period, as the Board shall (with the consent of the Grantor, where appropriate) determine and notify to the Option Holder ( or, where appropriate, his Personal Representatives ) and shall otherwise lapse and cease to be exercisable on the date of cessation PROVIDED THAT unless such determinations are made by the Board prior to the expiry of the period of three months beginning with the date on which the Option Holder ceases to be so Connected then such Option may not be exercised and shall be deemed to have lapsed and ceased to be exercisable as from the date of such cessation.

7.5 Save for the express requirements of Rule 7.4 there are absolutely no restrictions (or implied restrictions) under these Rules or otherwise on the Board’s freedom to make whatever decision it wishes (or no decision at all) under Rule 7.4. In doing so, the Board may take into account (or disregard) whatever factors it wishes. An Option Holder shall have no entitlement to, and m not claim, compensation or damages (or any other remedy) from any Group Company or any former Group Company in respect of any Board decision under Rule 7.4 (or any failure by the Board to consider making a decision).

7.6 An Option shall immediately lapse and cease to be exercisable:

7.6.1 if, in the case of an EMI Option, within the period of 60 days commencing on the Date of Grant, the Option Holder does not correctly complete, sign and return the relevant EMI Notice and return it to the Option Holder’s Employer;

7.6.2 subject to Rules 7.4, 11 and 12, if the Option Holder ceases to be Connected with any member of the Group for any reason (including death);

7.6.3 if the Board shall have exercised its discretion pursuant to Rule 7.4 and the relevant Option shall not have been validly exercised within the period allowed for exercise and specified by the Board pursuant to Rule 7.4, at the end of that period;

7.6.4 at 5.00pm GMT on the day preceding the tenth anniversary of the Date of Grant;

7.6.5 if the Option (or any rights under it) is transferred or assigned (other than to the Personal Representatives of the Option Holder on the death of the Option Holder), mortgaged, charged or any other security interest created over it or otherwise disposed of by the Option Holder or the Option Holder attempts to do any such thing;

7.6.6 if the Option Holder is adjudged bankrupt under Part IX of the Insolvency Act 1986, or applies for an interim order under Part VIII of the Insolvency Act 1986, or proposes or makes a voluntary arrangement under Part VIII of the Insolvency Act 1986, or takes similar steps, or is similarly affected under the laws of any jurisdiction that correspond to those provisions of the Insolvency Act 1986;

7.6.7 at the end of the 40 day period referred to in Rule 11.1 or, if earlier, at the end of any period specified by the Board pursuant to Rule 11.2;

7.6.8 at the end of the 40 day period referred to in Rule 13.1 or, if earlier, at the end of any period specified by the Board pursuant to Rule 13.2;

7.6.9 if any Performance Target to which the Option is subject becomes incapable of being attained by the end of the relevant Performance Period.

8. MANNER OF EXERCISE OF OPTIONS

8.1 An Option shall be exercised in whole or in part by the Option Holder (or, as the case may be, his Personal Representatives) delivering to the Company (acting as agent of the Grantor) a written exercise notice (in such form prescribed by the Board from time to time, which can, without limitation, be in electronic form) specifying the number of Shares in respect of which the Option is being exercised. Such notice shall be accompanied by the payment of an amount equal to the Option Price multiplied by the number of Shares specified in the exercise notice in respect of which the Option is exercised and by any payment required under Rule 9 and/or any documentation relating to arrangements or agreements required under Rule 9 (save to the extent the Option Holder enters into other arrangements satisfactory to the Company for the payment of any such sum in relation to the Exercise Price and/or any sum required to be paid under Rule 9).

8.2 Where an Option is exercised in part only the balance of the Option not thereby exercised shall continue to be exercisable in accordance with these Rules and the relevant Option Agreement or Deed of Grant.

8.3 Any exercise notice shall be invalid:

8.3.1 to the extent that it is inconsistent with the Option Holder’s rights under these Rules and/or the Option Agreement or Deed of Grant; and

8.3.2 if any of the requirements of Rule 8.1 are not met; or

8.3.3 if any payment referred to in Rule 8.1 is made by a cheque that is not honoured on first presentation or in any other manner which fails to transfer the expected value to the Company.

8.4 A notice to exercise an Option by an Option Holder will be invalid:

8.4.1 when any Group Company has begun disciplinary proceedings against the relevant Option Holder which have not been concluded; or

8.4.2 while any Group Company is investigating the relevant Option Holder’s conduct and may as a result begin disciplinary proceedings; or

(a) of which no Group Company was aware (or not fully aware) until after:

(i) the time when the Option Holder ceased employment; and

(ii) the time when the Board decided to permit the exercise of the Option following the Option Holder’s cessation of employment (if such permission has been granted); and

(b) which would have prevented the grant or exercise of the Option, had any Group Company been aware (or fully aware) of that breach at the relevant time.

8.5 The Board shall treat Option Holders fairly and reasonably when making decisions or taking steps under Rule 8.4.

8.6 The Company may permit the Option Holder to correct any defect referred to in Rule 8.3.2 or 8.3.3 (but shall not be obliged to do so). The date of any corrected exercise notice shall be the date of the correction rather than the original notice date for all other purposes of the Scheme.

8.10 The Company shall be responsible for any stamp duty payable by an Option Holder in respect of the transfer of any Shares to him pursuant to the exercise of an Option.

9. TAX LIABILITIES

9.1 Each Option Agreement shall include the Option Holder’s irrevocable agreement to:

(a) pay to the Option Holder’s Employer the amount of any Tax Liability; or

(b) enter into arrangements to the satisfaction of the Option Holder’s Employer for payment of any Tax Liability.

Where an Option is granted by Deed of Grant, the acceptance of the terms of the Option in accordance with Rule 3.4A.2 shall constitute the Option Holder’s irrevocable agreement to these terms.

9.2 Unless the Option Holder’s Employer directs that it shall not, each Option Agreement shall include the Option Holder’s irrevocable agreement that:

(a) the Option Holder’s Employer may recover the whole or any part of any Employer NICs from the Option Holder; and

Where an Option is granted by Deed of Grant, the acceptance of the terms of the Option in accordance with Rule 3.4A.2 shall constitute the Option Holder’s irrevocable agreement to these terms (unless the Option Holder’s Employer directs that it shall not).

9.3 The Option Holder’s Employer may decide to release the Option Holder from, or not to enforce any part of the Option Holder’s obligations in respect of Employer NICs under Rule 9.1 and 9.2.

(a) any decision of HMRC that an Option does not meet the requirements of Schedule 5 ITEPA 2003 and is therefore not an EMI Option, however that decision may arise;

(b) any Disqualifying Event, however that event may be caused; or

9.6 Each Option Agreement shall include the Option Holder’s irrevocable agreement to enter into a joint election, under section 431(1) or section 431(2) of ITEPA 2003, in respect of the Shares to be acquired on exercise of the relevant Option, if required to do so by the Company or Option Holder’s Employer, on or before any date of exercise of the Option. Where an Option is granted by Deed of Grant, the acceptance of the terms of the Option in accordance with Rule 3.4A.2 shall constitute the Option Holder’s irrevocable agreement to enter into such an election if so required.

9.7 Each Option Agreement shall include a power of attorney appointing the Company as the Option Holder’s agent and attorney for the purposes of Rule 9.4 and Rule 9.6. Where an Option is granted by way of Deed of Grant, the acceptance of the terms of the Option in accordance with Rule 3.4A.2 shall constitute the Option Holder’s appointment of the Company as the Option Holder’s agent for the purposes of Rule 9.4 and Rule 9.6.

10. NON-TRANSFERABILITY OF OPTIONS

11. TAKEOVERS

11.1 Subject to Rules 7.1, 11.2, and 12, if any person (“ the Controller ”) acquires control of the Company as a result of:

11.1.1 making an offer to acquire the whole of the issued share capital of the Company which is made on a condition such that, if it is satisfied, the Controller will (on its own account or acting together with others) have control of the Company; or

11.1.2 making an offer to acquire all the shares in the Company which are of the same class as the Shares (on its own account or acting together with others); or

11.1.3 entering into a share sale and purchase agreement which will result in the Controller obtaining Control of the Company upon completion (on its own account or acting together with others);

the Option Holder shall, whether or not he subsequently or in consequence of the change in control ceases to be Connected with any Group Company for any reason but subject to the provisions of Rules 7.1 and 7.2, be entitled to exercise his Option in whole or in part within the period of 40 days beginning with the date when the Controller has obtained control of the Company and (if relevant) any condition subject to which the offer is made has been satisfied and to the extent that the Option is not exercised within such period it shall lapse and cease to be exercisable.

by the Board in the notice (which period shall end immediately before the Controller obtains control of the Company, if it has not already ended). If the Board so declares, all outstanding Options may be exercised at any time during such period. If not exercised, the Options shall lapse immediately upon the expiry of such period.

12. QUALIFYING EXCHANGE OF SHARES

13. SALE

14. LISTING

14.1.1 no such period shall be less than 7 days long; and

14.1.2 the first such period shall begin within the period of 14 days beginning with the date of Listing; and

14.1.3 if no exercise period has been specified by the Board, Options may be exercised after the Listing; and

14.1.5 the Board shall specify in writing to the Option Holders, at the same time as issuing notice of the first exercise period, the number and

dates of any further exercise periods.

15. VARIATION OF SHARE CAPITAL

15.1 If there is any variation of the share capital of the Company (whether that variation is a capitalisation issue (other than a scrip dividend), rights issue, consolidation, subdivision or reduction of capital or otherwise) which affects (or may affect) the value of Options to Option Holders, the Board may adjust the number and description of Shares subject to each Option and/or the Option Price of each Option in a manner which the Board, in its reasonable opinion, considers to be fair and appropriate. However:

15.1.1 the amendment of any Option granted by a Grantor other than the Company shall require the consent of that Grantor (which shall not be unreasonably withheld);

the Board should note that the amendment of an EMI Option:

(a) may be a Disqualifying Event;

(b) may be regarded by HMRC as the release of the Option and the grant of a replacement share option which lacks EMI tax advantages; and

15.1.2 the total amount payable on the exercise of any Option in full shall not be increased; and

16. RELATIONSHIP WITH EMPLOYMENT CONTRACT

17. VARIATIONS AND TERMINATION

17.1 The Board may from time to time in its absolute discretion, subject to Rules 17.2 and 17.3, amend, delete or add to the Rules of this Scheme in any respect as they deem desirable.

17.2 No amendment, deletion or addition shall be made which would adversely affect in any way any subsisting rights of Option Holders under the Scheme unless it is made:

17.3 This Scheme may be terminated at any time by a resolution of the Board or of the Company in general meeting, but if not terminated before then shall terminate on 15 March 2025. On termination, no further Options shall be granted, but Options granted prior to such termination shall continue to be valid and exercisable in accordance with these Rules.

18. HMRC REQUESTS

18.1 The Company shall provide to HMRC (within such time limit as the HMRC directs) any information in relation to this Scheme or the grant of Options under it and an Option Holder shall:

18.1.1 promptly provide to the Company such information as it may reasonably request; and

18.1.2 consent to the Company providing such information concerning him to HMRC for the purpose of complying with such request from HMRC.

19. EMI

19.1 Except as described in this Rule, the Rules of this Scheme shall apply to EMI Options in exactly the same way as they apply to other Options.

20. GENERAL

20.3 The Board’s decision on any matter relating to this Scheme including any disputes relating to an Option shall be final and binding.

20.4 The costs of introducing and administering this Scheme shall be borne by the Company.

20.6 Notwithstanding Rule 20.5, or anything else to the contrary in these Rules, any matter to be determined in relation to an Option granted or to be granted to, or held by, the Company’s chief executive officer or its other executive officers must be determined or recommended to the full board of the Company for determination either by:

20.6.1 independent directors constituting a majority of the board’s independent directors in a vote in which only independent directors participate; or

20.6.2 a compensation committee comprised solely of independent directors.

20.7 Subject always to Rule 20.6, the Board may delegate its powers to such person or persons as it determines, and on such terms as it determines, provided that the Board may not delegate its power and authority to the Chief Executive Officer or other executive officer of the Company with regard to the selection for participation in this Plan of an officer, director or other person subject to Section 16 of the Exchange Act or decisions concerning the timing, pricing or amount of an Option granted to such an officer, director or other person.

20.8 The Company and any other Grantor shall not be obliged to provide Option Holders with copies of any materials sent to the holders of Shares.

20.9 The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Scheme nor to any Option granted under it and no person other than the parties referred to in these Rules including, without prejudice to the generality of the foregoing, the relevant Option Holder’s Employer and the parties to an Option shall have any rights under it nor shall it be enforceable under that Act by any person other than the parties to it.

20.10 No individual shall have any claim against any member of the Group arising out of his not being admitted to participation in the Scheme which is entirely within the discretion of the Board.

20.12 Neither the Company nor any Grantor shall be obliged to notify any Option Holder if an Option is due to lapse.

21. GOVERNING LAW AND JURISDICTION

21.1 These Rules and all Options granted hereunder shall be governed by and construed in accordance with English law.

Exhibit 4.32

ADAPTIMMUNE THERAPEUTICS PLC

Company Share Option Plan

Adopted by the Company on 16 March 2015

Amended on 15 April 2015 and 13 January 2016

Table of Contents

Clause	Subject Matter	Page

1.	Interpretation	3

2.	Grant of Options	9

3.	Vesting Schedule and Performance Conditions	11

3A.	Scheme Limit	13

4.	Individual Limits on Grants	14

5.	Lapse and Suspension Of Options	14

6.	Exercise of Options	17

7.	Manner of Exercise Of Options	19

8.	Tax Liabilities	21

9.	Relationship with Employment Contract	22

10.	Takeovers	23

11.	Rollover of Options	24

12.	Sale	25

13.	Listing	25

14.	Variation of Share Capital	26

15.	Notices	27

16.	Administration and Amendment	28

17.	Governing Law	31

18.	Jurisdiction	31

19.	Third Party Rights	31

20.	Data Protection	32

Rules of the Adaptimmune Therapeutics plc Company Share Option Plan

1. Interpretation

1.1 The following definitions and rules of interpretation apply in the Plan.

Adoption Date		the date of the adoption of the Plan by the Company;

Aim Rules		means London Stock Exchange PLC’s rules relating to AIM as in force at the date of this Plan or, where the context requires, as amended or modified after the date of this agreement;

Associate		has the meaning given in paragraph 12 of Schedule 4;

Associated Company		has the meaning given in paragraph 35 of Schedule 4;

Board		the board of directors of the Company or a committee of directors appointed by that board to carry out any of its functions under the Plan;

Business Day		a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;

Company		Adaptimmune Therapeutics plc, a company incorporated and registered in England with number 9338148;

Connected		has the meaning given in section 718 of ITEPA 2003;

Constituent Company		any of the following: (a) the Company; and (b) any Eligible Company nominated by the Board to be a Constituent Company at the relevant time;

Control		has the meaning given in section 719 of ITEPA 2003;

Date of Grant		the date on which an Option is granted under the Plan;

Deed of Grant		has the meaning given in Rule 2.3.

Eligible Company		any Subsidiary of the Company of which the Company has Control;

Eligible Employee		any Employee who: (c) does not have a Material Interest (either on his own or together with one or more of his Associates), and has not had such an interest in the last 12 months; and (d) has no Associate or Associates that has or (taken together) have a Material Interest, or had such an interest in the last 12 months; and (e) is either: (i) not a director of any Constituent Company; or (ii) a director of a Constituent Company who is required to devote at least 25 hours per week (excluding meal breaks) to his duties;

Employee		a bona fide employee of a Constituent Company;

Employer NICs		Secondary class 1 (employer) NICs (or any similar liability for social security contributions in any jurisdiction) that are included in any Tax Liability (or that would be included in any Tax Liability if an election of the type referred to in rule 8.2.2 had not been made) and that may be lawfully recovered from the Option Holder;

Exercise Price		the price at which each Share subject to an Option may be acquired on the exercise of that Option, which (subject to rule 14): (a) if Shares are to be newly issued to satisfy the exercise of the Option, may not be less than the nominal value of a Share; (b) may not be less than the Market Value of a Share on the Date of Grant;

Existing CSOP Options		all: (a) Options; and (b) options granted under any other Schedule 4 CSOP that has been established by the

		Company or any of its Associated Companies, that can still be exercised;

Existing EMI Options		all qualifying options (as defined in section 527 of ITEPA 2003) that have been granted as a result of employment with the Company (or any other member of a group of companies to which the Company belongs) that can still be exercised;

Existing Option		an option or any other right to acquire or receive Shares granted under any Share Incentive Scheme (including the Plan), that remains capable of exercise, or in the case of options or rights that do not require exercise, remains capable of satisfaction;

Grantor		the person granting an Option, that may be: (a) the Company; or (b) the trustees of an employee benefit trust authorised by the Board to grant Options at the relevant time; or (c) any other person so authorised;

Group		the Company and any other Constituent Companies from time to time;

HMRC		HM Revenue & Customs;

ITEPA 2003		the Income Tax (Earnings and Pensions) Act 2003;

Key Feature		any provision of the Plan that is necessary to meet the requirements of Schedule 4;

Listing		the listing of the securities of the Company on the London Stock Exchange (including the AIM Market) or any recognised investment exchange (as defined in section 285 of the financial Services and Market Act 2000) including NASDAQ and NASDAQ Europe and their respective share dealing markets and the Listing shall be treated as occurring on the day on which trading of the securities of the Company begins;

Listing Rules		the Listing Rules issued by the United Kingdom Listing Authority, as amended from time to time;

Market Value		market value determined in accordance with the applicable provisions of Part 8 of the Taxation of Chargeable Gains Act 1992, provided that if

		Shares are subject to a Relevant Restriction, Market Value of those Shares shall be determined as if they were not subject to a Relevant Restriction;

Material Interest		has the meaning given in paragraph 10 of Schedule 4;

Model Code		the model code on dealings in shares set out in the Listing Rules;

Option		a right to acquire Shares granted under the Plan;

Option Certificate		a certificate setting out the terms of an Option, issued under rule 2.3 which shall be substantially in the form set out in Appendix 1 to the rules or in such other form as approved by the Board from time to time;

Option Holder		an individual who holds an Option or, where applicable, his personal representatives;

Option Shares		the Shares over which an Option subsists;

Performance Condition		any condition set under rule 3 that: (a) must be met before an Option can be exercised at all; and/or (b) provides that the extent to which an Option becomes capable of exercise shall be determined by reference to performance over a certain period measured against specified targets;

Personal Data		any personal information which could identify an Option Holder including Options held under the Plan or under any other employee share scheme operated by the Company;

Personal Representatives		in relation to an Option Holder, the personal representatives of the Option Holder (being either the executors of his will to whom a valid grant of probate has been made or, if he dies intestate, the duly appointed administrator(s) of his estate) who have produced to the Company evidence of their appointment as such;

Plan		the employee share option plan constituted and governed by these rules, as amended from time to time;

Qualifying Shares		Shares which satisfy the conditions specified in paragraphs 16 to 18 and 20 of Schedule 4;

Reorganisation		the obtaining of Control of the Company after the Date of Grant by a company owned substantially by the same persons after the obtaining of Control as owned the Company prior to the change of Control;

Relevant CSOP Options		all Options granted under the Plan (and any other Schedule 4 CSOP as a result of employment with the Company (or any other member of a group of companies to which the Company belongs) that can still be exercised;

Relevant Event		has the meaning given in paragraph 25A(7C) of Schedule 4;

Relevant Offer		either: (a) a general offer to acquire the whole of the issued share capital of the Company which is either unconditional or which is made on a condition such that if it is satisfied the person making the offer will have Control of the Company; or (b) a general offer to acquire all the Shares, and for these purposes the reference to the “whole of the issued share capital” and “all the Shares” shall not be taken to include any capital or Shares held by the person making the offer or a person Connected with that person, and it does not matter whether the offer is made to different shareholders by different means;

Relevant Restriction		any provision included in any contract, agreement, arrangement or condition to which any of sections 423(2), 423(3) and 423(4) of ITEPA 2003 would apply if references in those sections to employment-related securities were references to Shares;

Rollover Period		any period during which Options may be exchanged for options over shares in another company (under paragraph 26 of Schedule 4, rule 11);

Sale		an unconditional agreement being entered into for the sale to a person other than a Constituent Company, of the whole, or substantially the whole, of the business and assets of the Company;

Schedule 4		Schedule 4 to ITEPA 2003;

Schedule 4 CSOP		a share plan that meets the requirements of Schedule 4 to ITEPA 2003;

Share Incentive Scheme		any arrangement to provide employees and/or directors with shares;

Shares		£0.001 ordinary shares in the Company (subject to rules 11 and 14);

Subsidiary		has the meaning given in section 1159 of the Companies Act 2006;

Sufficient Shares		the smallest number of Shares that, when sold, will produce an amount at least equal to the relevant Tax Liability (after deduction of brokerage and any other charges or taxes on the sale);

Takeover		the company coming under the Control of a person or persons as mentioned in rule 10.1;

Tax Liability		the total of: (a) any PAYE income tax and primary class 1 (employee) national insurance contributions (or any similar liability to withhold amounts in respect of income tax or social security contribution in any jurisdiction) that any employer (or former employer) of an Option Holder is liable to account for as a result of the exercise of an Option; and (b) if the relevant Option includes the requirement specified in rule 8.2 any Employer NICs that any employer (or former employer) of an Option Holder is liable to pay as a result of the exercise of an Option;

United Kingdom Listing Authority		the Financial Conduct Authority (or any successor body carrying out the same functions), acting in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000;

Vested Shares		Shares which, subject to the following rules of this Scheme, may at the relevant time be acquired by the exercise of an Option in accordance with these Rules in consequence of the conditions set out in any applicable Vesting Schedule or Performance Conditions being met; and

Vesting Schedule		such one or more time-based conditions as may be specified by the Board in the Option Certificate or

Deed of Grant as mentioned in rules 3.1 and 3.2.

1.2 Rule headings shall not affect the interpretation of the Plan.

1.3 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.4 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.5 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

1.6 A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

1.7 A reference to writing or written includes faxes, email and other forms of electronic communication which can be read.

1.8 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

1.10 References to rules are to the rules of the Plan.

2. Grant of Options

2.1 Subject to the rules of the Plan, any Grantor may grant Options to any Eligible Employee it chooses at its absolute discretion.

2.2 Options may not be granted:

2.2.1 at any time when that grant would be prohibited by, or in breach of any:

(a) law; or

(b) regulation with the force of law; or

2.2.2 at any time when Shares are not Qualifying Shares.

2.3 An Option shall be granted by the Grantor either executing an Option Certificate (in relation to one Option) or executing a deed poll (a “Deed of Grant” ) which may cover a number of Options. Where an Option is granted by way of an Option Certificate, the Option Certificate shall be sent to the relevant Option Holder and shall specify (without limitation):

2.3.1 the Date of Grant of the Option;

2.3.2 the number and class of the Shares over which the Option is granted;

2.3.3 the Exercise Price;

2.3.4 the date(s) after which the Option, or part of the Option, may be exercised, unless an earlier event occurs to cause the Option to lapse or to become exercisable, in whole or in part.

2.3.5 the date when the Option will lapse, assuming that the Option is not exercised earlier and no event occurs to cause the Option to lapse earlier.

2.3.6 any Performance Conditions, and the method by which the Performance Conditions may be varied or waived;

2.3.7 a statement that:

(a) the Option is subject to these rules, Schedule 4 and any other legislation applying to Schedule 4 CSOPs; and

(b) the provisions listed in rule 2.3.7(a) shall prevail over any conflicting statement relating to the Option’s terms; and

2.3.8 whether or not the shares are subject to any Relevant Restrictions and, if so, the nature of the Relevant Restrictions.

Where Options are granted by way of a Deed of Grant, the Deed of Grant shall contain the information set out in rules 2.3.1 to 2.3.8 in relation to each Option granted by it, and each relevant Option Holder shall be notified of that information

insofar as it relates to the Option granted to that Option Holder. This notification may be given by electronic means. An Option may be granted subject to a condition that if the terms of the Option are not accepted by the Option Holder within a period of 30 days (or such other period as the Board considers appropriate) from the Date of Grant, the Option shall lapse.

2.4 No amount shall be paid for the grant of an Option.

2.5 No Options may be granted after 15 March 2025, at which date the Plan shall terminate (subject to earlier termination by the Board). Any such termination shall be without prejudice to outstanding Options at the date of termination.

3. Vesting Schedule and Performance Conditions

3.1 An Option may be granted subject to either, or both, a Vesting Schedule and Performance Conditions as the Board shall determine.

3.3 An Option may be granted on terms that the extent to which the Option Shares become Vested Shares shall depend upon the extent to which one or more Performance Conditions specified in the Option Certificate or Deed of Grant is attained (so that if and insofar as any such Performance Condition is not attained, the Option shall then lapse and cease to be exercisable in respect of the proportion of Option Shares which does not then become Vested Shares).

3.4 A Performance Condition may be specified to apply to the whole or part only of an Option.

and/or any division and/or the Option Holder will then be measured will be, in the reasonable opinion of the Board, a fairer measure of such performance or that any varied Performance Condition will afford a more effective incentive to Option Holders and will be no more difficult to satisfy than was the Performance Condition when first set.

3.7 The Board shall determine whether, and to what extent, any Performance Conditions have been satisfied.

3.8.1 whether (and, if relevant, to what extent) the Performance Condition has been satisfied and the relevant Option has therefore vested;

3.8.2 of any subsequent change in whether, or the extent to which, the Performance Condition has been satisfied;

3.8.3 when that Performance Condition has become incapable of being satisfied in whole or in part; and

3.8.4 of any waiver or variation of that Performance Condition under rule 3.5 or rule 3.6.

3.8.5 the number of Shares in respect of which an Option shall become vested on any occasion shall be rounded to the nearest whole number.

3A. SCHEME LIMIT

3A.1 In the event of a Listing, no Option may be granted if, immediately following the grant, it would make the aggregate number of Shares subject to awards made following the Listing under the Scheme and any other incentive plans for directors, employees and/or consultants adopted by the Company or any subsidiary of the Company exceed the Scheme Limit at that time.

3A.3 The “Initial Fully Diluted Share Capital” shall be the issued share capital of the Company immediately following the Listing plus the number of shares which would be issued if all options to acquire Shares granted by the Company to directors or employees of or consultants to the Company or any subsidiary of the Company (whether or not still in that capacity at the time of the Listing) which were outstanding at the time of the Listing were exercised in full and satisfied by the issue of new Shares by the Company.

3A.6 In the event that there is more than one Listing in relation to the Company, the term “Listing” in Rules 3A.1 and 3A.3 shall be interpreted as a reference to the first such Listing.

4. Individual Limits on Grants

4.1 References to Market Value in this rule 4 are to the Market Value on the date on which the relevant option was granted.

4.2 If the grant of any share option intended to be an Option (referred to in this rule 4.2 as the Excess Option) would cause the total Market Value of shares subject to:

4.2.1 the Excess Option; and

4.2.2 all Existing CSOP Options held by the relevant Eligible Employee,

4.3 If the grant of any share option intended to be an Option (referred to in this rule 4.3 as the Excess Option) would cause the total Market Value of shares subject to:

4.3.1 the Excess Option; and

4.3.2 all Relevant CSOP Options held by the relevant Eligible Employee; and

4.3.3 all Existing EMI Options held by the relevant Eligible Employee,

5. Lapse and Suspension Of Options

5.2 Subject to rule 6.10, an Option shall lapse on the earliest of the following:

5.2.1 any attempted action by the Option Holder falling within rule 5.1; or

5.2.2 when a Performance Condition applying to the whole Option becomes incapable of being met, as a result of which no part of the Option can be exercised; or

5.2.3 the date on which the Option shall lapse, as specified in the Option Certificate or Deed of Grant; or

5.2.4 the first anniversary of the Option Holder’s death; or

5.2.5 the expiry of any time limit for the exercise of an Option specified in rule 6;

5.2.6 if rule 5.4 applies, the earliest applicable event specified in rule 5.8; or

5.2.7 if rule 10 or rule 11.6 applies, the time specified for the lapse of the Option under the relevant rule; or

5.2.8 if a New Option is offered in exchange for an Old Option in accordance with rule 11 where the Acquiring Company obtains Control of the Company pursuant to a Reorganisation, the Old Option shall lapse 40 days from the later of the date of the Reorganisation or the date the New Option is offered; or

5.2.9 when the Option Holder becomes bankrupt under Part IX of the Insolvency Act 1986, or applies for an interim order under Part VIII of the Insolvency Act 1986, or proposes or makes a voluntary arrangement under Part VIII of the Insolvency Act 1986, or takes similar steps, or is similarly affected, under laws of any jurisdiction that correspond to those provisions of the Insolvency Act.

5.3 Part of an Option shall lapse where:

5.3.1 a Performance Condition set for that Option has been met in such a way that the Option has become, and shall remain, exercisable only in part; or

5.3.2 a Performance Condition set for part of that Option becomes incapable of being met, as a result of which that part of the Option cannot be exercised; or

5.3.3 Rule 5.4 applies and the Board has determined under rule 6.4 that the Option may be exercised, but only in part.

5.4 Subject to rules 5.6, 6.4 and 6.10, an Option (in these rules, the Suspended Option) cannot be exercised under any rule of the Plan after the Option Holder has ceased employment with any Eligible Company for any reason (other than those specified in rule 6.3) unless:

5.4.1 the Option Holder becomes (or remains) an employee of another Eligible Company at (or about) the same time; or

5.4.2 the Board decides to permit the exercise of the Suspended Option under rule 6.4.

5.5 The Board shall notify the relevant Grantor (if the Grantor is not the Company) of any Option to which rule 5.4 applies, within a reasonable time after the Board becomes aware of that fact.

5.6 If:

5.6.1 notice to terminate employment is given by or to an Option Holder; and

5.6.2 that termination falls within rule 5.4,

5.7 A Suspended Option shall not become exercisable under these rules unless the Board decides to permit its exercise under rule 6.4.

5.8 Unless it lapses earlier under rule 5.2, a Suspended Option shall lapse:

5.8.1 if the Board has decided that the Suspended Option may be exercised in whole or in part under rule 6.4, at the end of the period during which it may be exercised under that Board decision; or

5.8.2 if the Board has not decided that the Suspended Option may be exercised in whole or in part under rule 6.4, on the earlier of:

(a) the date falling 90 days after the relevant cessation of employment; or

(b) any date on which the Board determines that it will not allow exercise of the Suspended Option under rule 6.4.

6. Exercise of Options

6.1 Subject to rule 6.10, an Option may not in any event be exercised after the tenth anniversary of the Date of Grant.

6.2 Subject to rules 10.2 and 12.2 an Option may only ever be exercised in respect of Vested Shares.

6.3 If the Option Holder ceases to be an employee of any Eligible Company (so that he is no longer an employee of any such company) by reason of injury, disability, redundancy, retirement, a company ceasing to be an Eligible Company or a relevant transfer within the meaning of the Transfer of Undertakings (Protection of Employment) Regulations 2006, his Option(s) may be exercised during the 90 days after the relevant cessation of employment.

6.4 If rule 5.4 applies:

6.4.1 At any time during the 90 days after the relevant cessation of employment, the Board may, acting fairly and reasonably, decide that all or any part of the Suspended Option may be exercised.

6.4.2 The Board may specify a period for the exercise of a Suspended Option under this rule 6.4 that begins and/or ends before the period for exercise specified in the Option Certificate or Deed of Grant.

6.4.3 Any period specified by the Board for the exercise of a Suspended Option under this rule 6.4 may not end later than:

(a) the latest date on which that Option could have been exercised if it had not become a Suspended Option; and

(b) the date falling 12 months after the relevant cessation of employment if the reason for the cessation is the death of the Option Holder.

6.4.4 An Option to which this rule 6.4 applies:

(a) may be exercised in accordance with the terms of any decision of the Board to permit its exercise under this rule 6.4, subject to rule 5.8; and

(b) shall lapse according to rule 5.3.3 (if applicable) and rule 5.8.

6.4.5 Unless otherwise specified by the Board exercise of an Option to which this rule 6.4 applies shall continue to be subject to rule 6.2.

6.4.6 The Board shall notify the relevant Option Holder (and the relevant Grantor, if not the Company) of any decision made under this rule 6.4, including any decision not to permit the exercise of a Suspended Option, within a reasonable time after making it.

6.5 No Option may be exercised when its exercise is prohibited by, or would be a breach of, any of the following that then apply:

6.5.1 the Model Code; or

6.5.2 the AIM rules; or

6.5.3 any other rule, code or set of guidelines (such as a personal dealing code adopted by the Company) with a similar purpose and effect to any part of the Model Code; or

6.5.4 any law or regulation with the force of law.

6.6 No Option may be exercised at any time when the Option Holder:

6.6.1 has a Material Interest (any interests of the Option Holder’s Associates being treated as belonging to the Option Holder for this purpose); or

6.6.2 had a Material Interest in the 12 months before that time (any interests of the Option Holder’s Associates being treated as having belonged to the Option Holder for this purpose).

6.7 Exercise of the Option is conditional upon the Option Holder executing, if so required by the Company, a deed of adherence (in such form as may be required by the Company) with the Company and all persons who are holders of shares in the capital of the Company at the date of exercise of the Option whereby the Option Holder becomes a party to any shareholders’ agreement or other document having a similar effect which is in force between the Company and all persons who, at the date of exercise of the Option, are holders of shares in the capital of the Company.

6.8 An Option may only be exercised to the extent that any Performance Conditions have been met.

6.9 An Option may only be exercised if the Option Holder has:

6.9.1 confirmed his agreement to rule 8 in writing (this confirmation may be included in the exercise notice); and

6.9.2 made any arrangements, or entered into any agreements, required under rule 8.

6.10 If an Option Holder dies before the lapse of his Option, the Option may be exercised by his Personal Representatives at any time during the period of 12 months after the date of death, notwithstanding any contrary provision in the Plan save to the extent that contrary provision would not breach paragraph 25 of Schedule 4.

6.11 Subject to Rule 6.12, no Option may be exercised at any time when the Shares to which the Option relates are not Qualifying Shares.

6.12 If, in consequence of a Relevant Event, the Shares to which an Option relates are no longer Qualifying Shares, Options may be exercised under Rule 10 no later than 20 days after the day on which the Relevant Event occurs, notwithstanding that the Shares no longer meet those conditions (but not at any time when exercise would not be permitted under Rule 10, even if those conditions were met).

6.13 Options may be granted on terms requiring the Option Holder to be bound by such restrictions on sale or other disposition of the Shares acquired on exercise of the Option as the Board may require in relation to the Company’s first underwritten public offering of Shares under the US Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (or any such offering of a company which acquires the Company pursuant to a Reorganisation).

7. Manner of Exercise Of Options

7.1 Where an Option is exercised in part, the remainder of the Option shall remain exercisable, subject to and in accordance with the terms of the Option and these rules.

7.2.1 set out the number of Shares over which the Option Holder wishes to exercise the Option. If that number exceeds the number over which the Option may be validly exercised at the time:

(a) the Option shall be treated as exercised only in respect of that lesser number; and

(b) any excess amount paid to exercise the Option or meet any Tax Liability shall be refunded; and

7.2.2 be made using a form that the Board will approve ;

7.2.3 appoint the Company as the Option Holder’s agent for the purposes of rule 8.2.2, rule 8.4 and rule 8.6 (if and to the extent required by the Company); and

7.2.4 include the confirmation required under rule 6.9.1 (unless this has been provided separately).

7.3 Any exercise notice shall be accompanied by:

7.3.1 payment of an amount equal to the Exercise Price multiplied by the number of Shares specified in the notice; and

7.3.2 any payment required under rule 8; and/or

7.3.3 any documents relating to arrangements or agreements required under rules 6.7, 6.13 and 8.

Notwithstanding rules 7.3.1 and 7.3.2, the Option Holder may enter into other arrangements (not inconsistent with Schedule 4) satisfactory to the Company for the payment of those amounts.

7.4 Any exercise notice shall be invalid:

7.4.1 to the extent that it is inconsistent with the Option Holder’s rights under these rules and the Option Certificate or Deed of Grant; or

7.4.2 if any of the requirements of rule 7.1 or rule 7.3 are not met; or

7.4.3 if any payment referred to in rule 7.3 is made by a cheque that is not honoured on first presentation or in any other manner that fails to transfer the expected value to the Grantor.

7.5 Shares shall be allotted and issued (or transferred, as appropriate) within 30 days after a valid Option exercise, subject to the other rules of the Plan.

8. Tax Liabilities

8.1 Each Option shall include a requirement that the Option Holder irrevocably agrees to:

8.1.1 pay to the Company, his employer or former employer (as appropriate) the amount of any Tax Liability; or

8.1.2 enter into arrangements to the satisfaction of the Company, his employer or former employer (as appropriate) for payment of any Tax Liability.

8.2 Unless the Constituent Company that employs the relevant Eligible Employee directs that it shall not, each Option shall include a requirement that the Option Holder irrevocably agrees that:

8.2.1 the Company, his employer or former employer (as appropriate) may recover the whole or any part of any Employer NICs from the Option Holder; or

8.3 The Board may decide to release the Option Holder from, or not to enforce, any part of the Option Holder’s obligations in respect of Employer NICs under rule 8.1 and rule 8.2.

9. Relationship with Employment Contract

9.2 The value of any benefit realised under the Plan by Option Holders shall not be taken into account in determining any pension or similar entitlements.

9.3.1 termination of office or employment with; or

9.3.2 notice to terminate office or employment given by or to,

9.4.1 any company ceasing to be a Constituent Company; or

9.4.2 the transfer of any business from a Constituent Company to any person that is not a Constituent Company.

9.5 An Employee shall not have any right to receive Options, whether or not he has previously been granted any.

10. Takeovers

10.1 Subject to rules 6.1 and 10.2, if any person (“ the Controller ”) acquires Control of the Company as a result of a Relevant Offer, or entering into a share sale and purchase agreement which will result in the Controller obtaining Control of the Company upon completion (on its own account or acting together with others); the Option Holder shall, whether or not he subsequently or in consequence of the change in control ceases to be employed by any Constituent Company for any reason but subject to the provisions of rule 6.2, be entitled to exercise his Option in relation to Vested Shares within the period of 40 days beginning with the date when the Controller has obtained Control of the Company and (if relevant) any condition subject to which the offer is made has been satisfied and to the extent that the Option is not exercised within such period it shall lapse and cease to be exercisable. This clause 10 shall not apply where the Controller acquires Control of the Company as a result of a Reorganisation.

10.3 Subject to rule 6.1 if under s899 Companies Act the court sanctions a compromise or arrangement (other than in connection with a Reorganisation) applicable to or affecting:

10.3.1 all the ordinary share capital of the Company, or all the Shares; or

10.3.2 all the ordinary share capital of the Company, or all the Shares, which are held by a class of shareholders identified otherwise than by reference to

their employment or directorships or their participation in a Schedule 4 CSOP Scheme,

the Option Holder shall, whether or not he subsequently or in consequence of the compromise or arrangement ceases to be employed by any Constituent Company for any reason but subject to the provisions of rules 6.2, be entitled to exercise his Option in whole or in part within the period of 40 days beginning with the date the court sanctions the arrangement and to the extent that the Option is not exercised within such period it shall lapse and cease to be exercisable.

10.4 In this rule 10 a person shall be deemed to have obtained Control of a company if he, and others acting with him, have obtained Control of it together.

11. Rollover of Options

11.1.1 be over shares that satisfy the requirements of paragraphs 16 to 20 of Schedule 4 in the Acquiring Company (or some other company falling within paragraph 27(2)(b) of Schedule 4); and

11.1.4 be exercisable in the same manner as the Old Option and subject to the provisions of the Plan as it had effect immediately before the Old Option’s release.

11.2 Any Rollover Period shall have the same duration as the applicable appropriate period defined in paragraph 26(3) of Schedule 4.

11.3 Any New Option granted under rule 11 shall be treated as having been acquired at the same time as the relevant Old Option for all other purposes of the Plan.

11.4 The Plan shall be interpreted in relation to any New Options as if references to:

11.4.2 the Shares were references to the shares subject to the New Options.

11.5 The Company will remain the scheme organiser of the Plan (as defined in paragraph 2(2) of Schedule 4) following the release of Options and the grant of New Options under rule 11.

11.6 The Acquiring Company shall issue (or procure the issue of) an Option Certificate for each New Option or execute a Deed of Grant in relation to all the New Options.

12. Sale

13. Listing

13.1.1 no such period shall be less than 7 days long; and

13.1.2 the first such period shall begin within the period of 14 days beginning with the date of Listing; and

13.1.3 if no exercise period has been specified by the Board, Options may be exercised after the Listing; and

13.1.5 the Board shall specify in writing to the Option Holders, at the same time as issuing notice of the first exercise period, the number and dates of any further exercise periods.

14. Variation of Share Capital

that the Board, in its reasonable opinion, considers to be fair and appropriate. However: