Adaptimmune Therapeutics PLC (Form: 8-K, Received: 06/15/2022 16:12:51)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 15, 2022

ADAPTIMMUNE THERAPEUTICS PLC

(Exact name of registrant as specified in its charter)


England and Wales	1-37368	Not Applicable
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

60 Jubilee Avenue, Milton Park

Abingdon, Oxfordshire OX14 4RX

United Kingdom

(Address of principal executive offices, including zip code)

(44) 1235 430000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol		Name of each exchange on which registered
American Depositary Shares, each representing 6 Ordinary Shares, par value £0.001 per share		ADAP		The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Item 1.01. Entry into a Material Definitive Agreement.

On June 15, 2022, Adaptimmune Therapeutics plc (the “Company” or “Adaptimmune”) entered into a Deed of Surrender of Part with MEPC Milton Park No. 1 Limited and MEPC Milton Park No. 2 Limited (“MEPC”) through which the Company surrendered part of the property known as 39 Innovation Drive, Milton Park, Oxfordshire, U.K. (“39 Innovation Drive”) to MEPC (the “Deed of Surrender”) so that MEPC could grant a lease to The Electricity Network Company Limited on June 15, 2022 in connection with the installation of an electricity substation to serve Adaptimmune’s facility at 39 Innovation Drive (the “Substation Lease”). On June 15, 2022, the Company also entered into a Deed of Variation with MEPC of the lease of 39 Innovation Drive dated February 28, 2018 between MEPC and the Company (the “39 Innovation Drive Lease”) to implement variations to the 39 Innovation Drive Lease so that it is subject to rights granted in the Substation Lease related to the laying and maintenance of cables for the electricity substation (the “Deed of Variation”). All other terms of the 39 Innovation Drive Lease remain unchanged.

The foregoing descriptions of the Deed of Surrender and the Deed of Variation are qualified in their entirety by reference to the full text of such documents, copies of which are filed herewith as Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description of Exhibit

10.1		Deed of Surrender of Part dated June 15, 2022, between MEPC Milton Park No 1 Limited and MEPC Milton Park No. 2 Limited and Adaptimmune Limited relating to a lease of 39 Innovation Drive, Milton Park.

10.2		Deed of Variation dated June 15, 2022, between MEPC Milton Park No 1 Limited and MEPC Milton Park No. 2 Limited and Adaptimmune Limited relating to a lease of 39 Innovation Drive, Milton Park.

104		Cover Page Interactive Date File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.


	ADAPTIMMUNE THERAPEUTICS PLC

Date: June 15, 2022	By:	/s/ Margaret Henry
		Name:	Margaret Henry
		Title:	Corporate Secretary


	Exhibit 10.1

DATED 15 June 2022

(1) MEPC MILTON PARK NO.1 LIMITED AND MEPC MILTON PARK NO.2 LIMITED

and

(2) ADAPTIMMUNE LIMITED

deed of SURRENDER OF PART

relating to a lease dated 28 February 2018 of

39 innovation drive

Milton Park

Knights plc

Midland House

West Way

Botley

Oxford

OX2 0PH

This Deed of Surrender is made the 15^th day of June 2022 between:

(1)	MEPC MILTON PARK NO. 1 LIMITED (Company number 5491670) and MEPC MILTON PARK NO. 2 LIMITED (Company number 5491806), on behalf of MEPC Milton LP (LP No. 014504), both of whose registered offices are at Sixth Floor, 150 Cheapside, London EC2V 6ET (the Landlord); and

(2)	ADAPTIMMUNE LIMITED (Company number 6456741) whose registered office is at 60 Jubilee Avenue, Milton Park, Abingdon, Oxfordshire, England OX14 4RX (the Tenant)

IS SUPPLEMENTAL to the Lease:

WHEREAS:

A.	The residue of the term granted by the Lease is vested in the Tenant;

B.	The reversion expectant on the determination of the term granted by the Lease is vested in the Landlord;

C.	The Landlord and the Tenant have agreed that the Tenant will surrender all its estate and interest in the Surrender Property to the Landlord.

NOW THIS DEED WITNESSETH as follows:

DEFINITIONS

1.In this Deed the following words and expressions have the following meanings unless the context otherwise requires:

1.1

Lease means a lease of the Property dated 28 February 2018 made between (1) MEPC Milton Park No. 1 Limited and MEPC Milton Park No. 2 Limited and (2) Adaptimmune Limited as varied by a deed of variation dated 20 August 2021 made between (1) MEPC Milton Park No. 1 Limited and MEPC Milton Park No. 2 Limited and (2) Adaptimmune Limited and all documents supplemental thereto;

1.2	Property means 39 Innovation Drive, Milton Park, Abingdon, Oxfordshire, OX14 4RT more particularly described in and demised by the Lease;

1.3	Remaining Property means the Property excluding the Surrender Property;

1.4	Surrender Property means the part of the Property as shown edged green on the plan annexed to this Deed.

SURRENDER AND ACCEPTANCE

2.The Tenant with full title guarantee HEREBY SURRENDERS and yields up to the Landlord (and the Landlord accepts such surrender and yielding up) all its estate interest and rights in the Surrender Property to the intent that the residue of the term of years granted by the Lease and all or any other estate interest or rights of the Tenant in the Surrender Property whether granted by or arising from the Lease or by any deed or document supplemental to the Lease or otherwise shall merge and be extinguished in the reversion expectant on the determination of the term of years granted by the Lease.

RELEASE OF TENANT

3.Subject to the proviso set out below in this clause 3:

3.1

the Landlord releases the Tenant from all the tenant covenants of the Lease in so far as they relate to the Surrender Property and from all liability for any subsisting breach of any of those covenants; and

3.2	the Tenant releases the Landlord from all the landlord covenants of the Lease in so far as they relate to the Surrender Property and from all liability for any subsisting breach of any of them

The releases set out in clause 3.1 and clause 3.2 are conditional upon the surrender of the Surrender Property pursuant to clause 2 taking effect so that, if the surrender of the Surrender Property pursuant

to clause 2 does not take effect for any reason whatsoever, the releases set out in clause 3.1 and clause 3.2 shall also not take effect.

CONTINUING EFFECT

4	The Lease shall continue in relation to the Remaining Property in full force and effect save as modified by this Deed.

5	The Principal Rent reserved by the Lease shall continue to be charged on the Remaining Property as originally applied to the Property and shall be payable as provided in the Lease.

INTERPRETATION

6	The headings in this Deed are for convenience only and do not affect the construction thereof and if any party to this Deed is more than one person then their covenants are joint and several.

EXCLUSION OF CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

7	A person who is not a party to this Deed shall not have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Deed.

SUCCESSORS

8	This deed binds the respective successors in title of the Landlord and the Tenant.

GOVERNING LAW

9	This deed 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.

JURISDICTION

10	Each party irrevocably agrees that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this deed or its subject matter or formation (including non-contractual disputes or claims).

Executed by the parties as a Deed on the date stated at the beginning of this document

ANNEXURE

Surrender Property Plan

EXECUTED as a DEED by Paul Pavia as attorney for MEPC MILTON PARK NO. 1 LIMITED in the presence of:			/s/ Paul Pavia ....................................... Paul Pavia as attorney for MEPC MILTON PARK NO. 1 LIMITED

/s/ Philip Campbell ................................................ Signature of witness Witness name: Philip Campbell Address: 99 Park Drive OX14 4RY
EXECUTED as a DEED by Paul Pavia as attorney for MEPC MILTON PARK NO. 2 LIMITED in the presence of:			/s/ Paul Pavia ....................................... Paul Pavia as attorney for MEPC MILTON PARK NO. 2 LIMITED

/s/ Philip Campbell ................................................ Signature of witness Witness name: Philip Campbell Address: 99 Park Drive OX14 4RY

EXECUTED AS A DEED by ADAPTIMMUNE LIMITED acting by a director and the company secretary or by two directors		/s/ Margaret Henry
Director		/s/ Gavin Wood
Director/Company Secretary


	Exhibit 10.2

DATED 15^th June 2022

(1) MEPC MILTON PARK NO.1 LIMITED AND MEPC MILTON PARK NO.2 LIMITED

and

(2) ADAPTIMMUNE LIMITED

deed of variation

relating to a lease of

39 innovation drive

Milton Park

Knights plc

Midland House

West Way

Botley

Oxford

OX2 0PH

PARTICULARS

5
DATE	:	15^th June 2022
LANDLORD	:	MEPC MILTON PARK NO. 1 LIMITED (Company number 5491670) and MEPC MILTON PARK NO. 2 LIMITED (Company number 5491806), on behalf of MEPC Milton LP (LP No. 014504), both of whose registered offices are at Sixth Floor, 150 Cheapside, London EC2V 6ET;
TENANT	:	ADAPTIMMUNE LIMITED (Company number 6456741) whose registered office is at 60 Jubilee Avenue, Milton Park, Abingdon, Oxfordshire, England OX14 4RX

BACKGROUND

(A)	This Deed is supplemental to the Lease;

(B)	The Landlord and the Tenant have agreed that the Lease shall be varied as set out in this Deed.

The parties agree as follows:

1	definitions

1.1	In this Deed, unless the context requires otherwise, the following definitions shall apply:

Landlord	includes successors in title to the freehold estate in the Property;
Lease	a lease of the Property dated 28 February 2018 made between (1) MEPC Milton Park No. 1 Limited and MEPC Milton Park No. 2 Limited and (2) Adaptimmune Limited as varied by a deed of variation dated 20 August 2021 made between (1) MEPC Milton Park No. 1 Limited and MEPC Milton Park No. 2 Limited and (2) Adaptimmune Limited and all documents supplemental thereto;
Property	39 Innovation Drive, Milton Park, Abingdon, Oxfordshire, OX14 4RT more particularly described in and demised by the Lease; and
Tenant	includes successors in title to the term created by the Lease.

1.2	The Particulars are incorporated in and form part of this Deed so that in this Deed the words and expressions set out in the Particulars shall have the meanings ascribed to them in the Particulars.

1.3	Expressions defined in the Lease shall (save where the context requires otherwise) have the same meanings as in this Deed.

1.4	The provisions of the Lease relating to its interpretation apply to this Deed except to the extent that they are expressly varied by this Deed.

2	variation

In consideration of the sum of one pound (£1) paid by the Tenant to the Landlord (receipt of which the Landlord acknowledges) it is mutually agreed and declared that with effect from the date of this Deed the Lease shall be varied in accordance with the provisions set out in the Schedule.

3	continuing effect

The Lease shall continue in full force and effect save as modified by this Deed and the covenants, conditions, stipulations and provisions of the Lease shall have effect as though the provisions contained in the Schedule had been incorporated in the Lease from and including the date of this Deed.

4	exclusion of contracts (rights of third parties) act 1999

A person who is not a party to this Deed shall not have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Deed.

5	SUCCESSORS

This Deed binds the respective successors in title of the Landlord and the Tenant.

6	GOVERNING LAW

This Deed 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.

7	JURISDICTION

Each party irrevocably agrees that the courts of England shall have non-exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Deed or its subject matter or formation (including non-contractual disputes or claims).

Executed by the parties as a Deed on the date stated at the beginning of this document

SCHEDULE

Agreed Variations to the Lease

In the PRESCRIBED CLAUSES LR4. shall be deemed to read as follows:

LR4. Property	:	In the case of a conflict between this clause and the remainder of this lease then, for the purposes of registration, this clause shall prevail. 39 Innovation Drive, Milton Park, Abingdon, Oxfordshire, OX14 4RT shown edged red on the Plan (excluding the Substation shown edged green on the Plan) with a gross internal floor area of 4,275 square metres (46,017 square feet) measured in accordance with the RICS Code of Measuring Practice (sixth edition)
	:

LR4.

Property

In the case of a conflict between this clause and the remainder of this lease then, for the purposes of registration, this clause shall prevail.

39 Innovation Drive, Milton Park, Abingdon, Oxfordshire, OX14 4RT shown edged red on the Plan (excluding the Substation shown edged green on the Plan) with a gross internal floor area of 4,275 square metres (46,017 square feet) measured in accordance with the RICS Code of Measuring Practice (sixth edition)

In Clause 1.1 the following definitions shall be deemed to read as follows:

“Encumbrances means:

(a)The obligations and encumbrances (if any) specified in Part III of the First Schedule; and

(b)the Substation Lease;”

“Property means the property described in the Prescribed Clauses and includes any part of it, any alteration or addition to the Property and any fixtures and fittings in or on the Property but excludes the Substation;”

The following definitions shall be deemed to be added to Clause 1.1:

“Substation means the electricity substation and land demised by and comprised in the Substation Lease;”

“Substation Lease means a lease of the Substation dated 15^th June 2022 made between (1) the Landlord and (2) The Electricity Network Company Limited;”

Chart

Description automatically generated with medium confidence

EXECUTED as a DEED by Paul Pavia as attorney for MEPC MILTON PARK NO. 1 LIMITED in the presence of:				/s/ Paul Pavia ....................................... Paul Pavia as attorney for MEPC MILTON PARK NO. 1 LIMITED

/s/ Philip Campbell ................................................ Signature of witness Witness name: Philip Campbell Address: 99 Park Drive OX14 4RY
EXECUTED as a DEED by Paul Pavia as attorney for MEPC MILTON PARK NO. 2 LIMITED in the presence of:				/s/ Paul Pavia ....................................... Paul Pavia as attorney for MEPC MILTON PARK NO. 2 LIMITED

/s/ Philip Campbell ................................................ Signature of witness Witness name: Philip Campbell Address: 99 Park Drive OX14 4RY

EXECUTED AS A DEED by ADAPTIMMUNE LIMITED acting by a director and the company secretary or by two directors		/s/ Gavin Wood /s/ Margaret Henry
Director
Director/Company Secretary