Item 1.01. Entry into a Material Definitive Agreement.
On August 13, 2021, Adaptimmune Therapeutics plc (the "Company" or
"Adaptimmune") entered into an agreement with MEPC Milton Park No. 1 Limited and
MEPC Milton Park No. 2 Limited ("MEPC") relating to variations of leases of 39
Innovation Drive and 60 Jubilee Avenue, Milton Park, Oxfordshire, U.K. (the
"Agreement").
Pursuant to the Agreement, on August 13, 2021, MEPC issued a letter to Barclays
Bank PLC (the "Bank") to instruct the cancellation of the guarantee in favor of
MEPC relating to the lease of 60 Jubilee Avenue (the "Bank Guarantee") and the
Company entered into a Deed of Variation with MEPC relating to the lease of that
property (the "60 Jubilee Avenue Lease Variation"). The material changes in the
60 Jubilee Avenue Lease Variation from our existing agreement are the removal of
the Bank Guarantee, the extension of the first break option exercizable by the
Company from October 24, 2027 to October 24, 2031 and the change to the basis of
the rent reviews on October 24, 2026 and October 24, 2036 from rent reviews
based on the consumer prices index to open market rent reviews.
Pursuant to the Agreement, following the cancellation of the Guarantee by the
Bank and receipt of approximately $2,738,764 (£1,980,000 translated at a rate of
1 GBP = 1.38321 USD, the exchange rate in effect on August 12, 2021) by the
Company, from the return by the Bank of funds deposited by the Company with the
Bank in connection with the Bank Guarantee, the Company will enter into a Deed
of Variation with MEPC relating to the lease of 39 Innovation Drive, Milton
Park, Oxfordshire, U.K. (the "39 Innovation Drive Lease Variation") and a Rent
Security Deposit Deed relating to 39 Innovation Drive and 60 Jubilee Avenue, the
forms of which documents are set forth in the schedules to the Agreement, and
will transfer approximately $1,735,934 (translated from £1,255,000 using the
same exchange rate set forth above) to MEPC as a rent deposit. The material
changes to the 39 Innovation Drive Lease Variation from our existing agreement
are the extension of the first break option exercizable by the Company from
February 28, 2023 to October 24, 2031 and the payment framework which now
provides that the rent payable by the Company under this lease will be $nil
(£nil) per year for 20 months from the date of completion of the 39 Innovation
Drive Lease Variation and thereafter approximately $604,687 (translated from
£437,161 using the same exchange rate set forth above) per year subject to
increase in accordance with rent reviews. The foregoing descriptions of the
Agreement and the 60 Jubilee Avenue Lease 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 Agreement dated August 13, 2021, between MEPC Milton Park No 1
Limited and MEPC Milton Park No. 2 Limited, Adaptimmune Limited and
Adaptimmune Therapeutics plc relating to 39 Innovation Drive and 60
Jubilee Avenue, Milton Park.
10.2 Deed of Variation dated August 13, 2021, between MEPC Milton Park
No 1 Limited and MEPC Milton Park No. 2 Limited, Adaptimmune Limited
and Adaptimmune Therapeutics plc relating to a lease of 60 Jubilee
Avenue, Milton Park.
104 Cover Page Interactive Date File (embedded within the Inline XBRL
document)
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