Adaptimmune Therapeutics PLC 8-K, filed Jun 15, 2022
Adaptimmune Therapeutics PLC (ADAPY)
About this 8-K
Adaptimmune Therapeutics PLC filed this 8-K on June 15, 2022.
Items reported
- Item 1.01: Entered into a material agreement
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
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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 | | |
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10.2 | | |
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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 |
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 15th 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
| 1.1 | 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
RELEASE OF TENANT
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
 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 | | | |
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 | | | |
DATED 15th 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
DATE | : | 15th 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: |
| 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
| 1. | 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) |
|---|---|---|
| : | |
| 2. | In Clause 1.1 the following definitions shall be deemed to read as follows: |
“Encumbrances means:
“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;”
| 3. | 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 15th June 2022 made between (1) the Landlord and (2) The Electricity Network Company Limited;”
 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 | | | ||
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 | | | ||
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