ADAPTIMMUNE THERAPEUTICS PLC (NASDAQ:ADAP) Files An 8-K Entry into a Material Definitive Agreement

ME Staff 8-k

7 years ago

ADAPTIMMUNE THERAPEUTICS PLC (NASDAQ:ADAP) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry Into a Material Definitive Agreement.

On September7, 2017, Adaptimmune Therapeutics plc (the “Company” or “Adaptimmune”) announced that GlaxoSmithKline (“GSK”) has exercised its option under a collaboration and license agreement signed in May2014 to exclusively license the right to research, develop, and commercialize Adaptimmune’s NY-ESO SPEAR T-cell therapy program.

Under the terms of an amended agreement dated as of September6, 2017 (the “Amended Agreement”), GSK will pay Adaptimmune up to £48 million (approximately $61 million) over the course of the transition period. This includes development milestones of up to £18 million (approximately $23 million) and the option payment of £30 million (approximately $38 million), which also allows GSK to nominate two additional targets following completion of the transition. Successful continuation of development and subsequent commercialization of NY-ESO would trigger additional payments for development milestones, tiered sales milestones, and mid-single to low double-digit royalties on worldwide net sales.

The foregoing summary of the material terms of the Amended Agreement does not purport to be complete and is qualified in its entirety by reference to the Amended Agreement, a copy of which will be filed with the Securities and Exchange Commission by the Company on its Quarterly Report on Form10-Q, and the original agreements between the Company and GSK referred to therein.

Item 8.01 Other Events.

On September7, 2017, the Company issued a press release announcing details of GSK’s option exercise. The press release is attached as Exhibit99.1 and is incorporated by reference herein. The information contained in Exhibit99.1 furnished as part of Item 9.01 of this Current Report on Form8-K is being furnished and shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by the Company by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is furnished as part of this Report on Form8-K:

ExhibitNo.	DescriptionofExhibit
99.1	Press release dated September7, 2017

Adaptimmune Therapeutics PLC ExhibitEX-99.1 2 a17-21402_1ex99d1.htm EX-99.1 Exhibit 99.1 GSK Exercises Option over SPEAR T-cell Therapy Program Targeting NY-ESO PHILADELPHIA,…To view the full exhibit click here
About ADAPTIMMUNE THERAPEUTICS PLC (NASDAQ:ADAP)
Adaptimmune Therapeutics plc is a clinical-stage biopharmaceutical company. The Company is focused on cancer immunotherapy products based on its T-cell receptor (TCR) platform. The Company has developed a platform that enables it to identify cancer targets in the form of peptides, which are short sequences of amino acids, find and genetically engineer TCRs, and produce TCR therapeutic candidates for administration to patients. The Company engineers TCRs to increase their affinity to cancer-specific peptides, including its lead target peptides, NY-ESO-1 and MAGE-A10, in order to target and then destroy cancer cells in patients. The Company’s TCR therapeutic candidates are able to target intracellular, as well as extracellular cancer antigens. The TCRs consist of approximately two associated protein chains: the alpha and beta chains. Each of the chains has approximately two regions: a variable region and a constant region.