ITEM 1.01 Entry into a Material Definitive Agreement

On December 20, 2022, Atara Biotherapeutics, Inc., a Delaware corporation (the "Company"), entered into a purchase and sale agreement (the "Purchase and Sale Agreement") by and between the Company and HCR Molag Fund, L.P., a Delaware limited partnership ("HCR"), pursuant to which HCR agreed to pay $31,000,000 in cash to the Company in consideration for the Company's right to receive a portion of future royalty payments and certain milestones for EbvalloTM (tabelecleucel) in Europe due to the Company from Pierre Fabre Medicament ("Pierre Fabre") under the terms of the Company's Commercialization Agreement with Pierre Fabre, dated October 2021, as amended by Amendment No. 1 to the Commercialization Agreement dated September 27, 2022 (the "Commercialization Agreement").

Pursuant to the Purchase and Sale Agreement, within 15 business days after notice of EbvalloTM (tabelecleucel) approval in Europe, HCR is obligated to pay $31,000,000 to the Company. In consideration for the payment of the foregoing amounts under the Purchase and Sale Agreement, HCR is entitled to receive a portion of the tiered, sales-based royalties, in amounts ranging from the mid-single digits to significant double digits, otherwise payable by Pierre Fabre to the Company under the Commercialization Agreement. HCR is also entitled to receive a portion of certain milestone payments otherwise payable by Pierre Fabre to the Company under the Commercialization Agreement. The total royalties and milestones payable to HCR are capped between 185 percent and 250 percent of the total investment amount by HCR, dependent upon the timing of such royalties and milestones.

The Purchase and Sale Agreement contains other customary terms and conditions, including representations and warranties, covenants, and indemnification obligations in favor of each party. The foregoing description of the Purchase and Sale Agreement is a summary of the material terms, does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase and Sale Agreement, which will be filed as an exhibit to the Company's Annual Report on Form 10-K for the period ending December 31, 2022.


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