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 August 26, 2019, Adaptimmune Therapeutics plc (the “Company” or “Adaptimmune”) entered into a collaboration agreement (the “Collaboration Agreement”) with Noile-Immune Biotech, Inc. (“Noile-Immune”). The collaboration will develop Adaptimmune’s SPEAR T-cells in combination with Noile-Immune’s PRIME (proliferation inducing and migration enhancing) (IL-7 and CCL19) technology to improve proliferation and trafficking of T-cells to tackle solid tumors. Under the Collaboration Agreement, Noile-Immune’s PRIME technology will be investigated with Adaptimmune’s SPEAR T-cells, as part of Adaptimmune’s next-generation programs.
Under the terms of the Collaboration Agreement, Noile-Immune and Adaptimmune will collaborate on preclinical development of next-generation SPEAR T-cells directed to a limited number of T-cell targets incorporating Noile-Immune’s PRIME technology. Adaptimmune will have exclusive rights to develop and commercialize resulting products on a worldwide basis. Adaptimmune will make an upfront cash payment and milestone payments of up to $312 million across all programs. Noile-Immune is also entitled to receive mid-single digit royalties on net sales of resulting products.
The foregoing summary of the material terms of the Collaboration Agreement does not purport to be complete and is qualified in its entirety by the full text of the Collaboration Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
| Item 8.01 | Other Events. |
On August 27, 2019 the Company issued a press release announcing its entry into the Collaboration Agreement. The press release is furnished as Exhibit 99.1 to this report and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description of Exhibit | |
| 10.1† | Collaboration Agreement dated as of August 26, 2019 by and among Adaptimmune Limited and Noile-Immune Biotech, Inc. | |
| 99.1 | Press release dated August 27, 2019. | |
| 104 | Cover Page formatted in Inline XBRL |
† Certain confidential information contained in this agreement has been omitted because it (i) is not material and (ii) would be competitively harmful if publicly disclosed.
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.
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ADAPTIMMUNE THERAPEUTICS PLC | ||
| Date: August 27, 2019 | By: | /s/ Margaret Henry |
| Name: Margaret Henry | ||
| Title: Corporate Secretary | ||