Exhibit 10.9

 

Agreement

 

between

 

Adaptimmune Limited

 

and

 

Immunocore Limited

 

relating to

 

91 Park Drive Milton Park

 

and

 

Plot A Park Drive Central Milton Park

 

and

 

Units 57A1, 57A2, 59B and 59CDE

Jubilee Avenue Milton Park

 











 

DATED 2 March 2015

 

(1)         ADAPTIMMUNE LIMITED (Company number 6456741) whose registered office is at 91 Park Drive Milton Park Abingdon Oxfordshire OX14 4RY (“Adaptimmune”);

 

(2)         IMMUNOCORE LIMITED (Company number 6456207) whose registered office is at 90 Park Drive Milton Park Abingdon Oxfordshire OX14 4RY (“Immunocore”);

 

DEFINITIONS

 

1                                                                 In this Agreement save where the context otherwise requires the following words and expressions have the following meanings:

 

1.1                                                       57/59 Leases means

 

1.1.1                                             a lease of unit 57A1 Jubilee Avenue Milton Park dated 14th November 2013 and made between (1) MEPC Milton Park No.1 Limited and MEPC Milton Park No.2 Limited and (2) Immunocore Limited as varied by a deed of variation dated 23 February 2015 and made between the same parties.

 

1.1.2                                             a lease of unit 57A2 Jubilee Avenue Milton Park dated 14th November 2013 and made between (1) MEPC Milton Park No.1 Limited and MEPC Milton Park No.2 Limited and (2) Immunocore Limited as varied by a deed of variation dated 23 February 2015 and made between the same parties.

 

1.1.3                                             a lease of unit 59B Jubilee Avenue Milton Park dated 14th November 2013 and made between (1) MEPC Milton Park No.1 Limited and MEPC Milton Park No.2 Limited and (2) Immunocore Limited as varied by a deed of variation dated 23 February 2015 and made between the same parties.

 

1.1.4                                             a lease of unit 59CDE Jubilee Avenue Milton Park dated 14th November 2013 and made between (1) MEPC Milton Park No.1 Limited and MEPC Milton Park No.2 Limited and (2) Immunocore Limited as varied by a deed of variation dated 23 February 2015 and made between the same parties.

 

1.2                                                       91 Milton Park Agreement means an agreement for the grant of leases at 91 Milton Park dated 11th August 2014 and made between (1) MEPC Milton Park No.1 Limited and MEPC Milton Park No.2 Limited and (2) Immunocore Limited as varied by a deed of variation dated 9th February 2015 and made between the same parties.

 

1.3                                                       Costs means the liabilities, fees and costs incurred by either Adaptimmune or Immunocore in relation to or connected with the EZ Agreement which shall include the Project Costs and Hold Fee an anticipated budget for which is set out in schedule 1 of this agreement.

 











 

1.4                                                       EZ Agreement means an agreement dated 20 February 2015 and made between (1) MEPC Milton Park No.1 Limited MEPC Milton Park No. 2 Limited (2) Adaptimmune and (3) Immunocore for the construction and letting of a laboratory building at Plot A Park Drive Central Milton Park

 

1.5                                                       Hold Fee shall have the same meaning as in the EZ Agreement

 

1.6                                                       Landlord’s Works Payment shall have the same meaning as in the 91 Milton Park Agreement

 

1.7                                                       Planning Permission shall have the same meaning as in the EZ Agreement

 

1.8                                                       Project Costs shall have the same meaning as in the EZ Agreement

 

2                                                                 EZ AGREEMENT COSTS

 

2.1                                                       The parties agree to equally share the Costs (whether incurred prior to the date of this agreement or following) until either Planning Permission is granted in accordance with the EZ Agreement or (in the event Planning Permission is not obtained) the EZ Agreement coming to an end on 1 May 2015.

 

2.2                                                       In the event that Planning Permission is granted Adaptimmune shall be responsible for and will indemnify Immunocore in respect of all Costs incurred after that date.

 

2.3                                                       In the event that the EZ Agreement is terminated following the grant of Planning Permission the parties agree that they shall equally share the Costs incurred up to the date that Planning Permission was granted and Adaptimmune will be responsible for and indemnify Immunocore in respect of Costs incurred after that date.

 

3                                                                 57/59 LEASES

 

In the event that the Principal Rent due under the 57/59 Leases increases as a result of the EZ Agreement terminating Adaptimmune agrees to indemnify Immunocore in respect of such increase in Principal Rent.

 

4                                                                 91 MILTON PARK

 

Adaptimmune agrees to indemnify Immunocore in respect of the Landlord’s Works Payment that becomes due under the 91 Milton Park Agreement and Adaptimmune shall be entitled to claim capital allowances for the purposes of corporation tax on the cost of the Landlord’s Works Payment

 

5                                                                 CONTRACTS (RIGHTS OF THIRD) PARTIES ACT 1999

 

Except as may be permitted under the law of England as it applies on the date of this Agreement the parties to this Agreement do not intend that any of its terms shall be enforceable by any third party.

 

6                                                                 JURISDICTION

 

This Agreement shall be governed by and construed in all respects in accordance with the law of England and the Landlord and the Tenant each submits to the exclusive jurisdiction of the English Courts.

 











 

Schedule 1

 

Anticipated budget for costs connected with EZ Agreement

 

PARK DRIVE CENTRAL

 

	
Assumed Build Cost (S&C)
    	
 
    	
£ 9,500,000
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
18th Feb 2015
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Budget
    	
 
    	
 
    	
 
    
	
 
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Costs from
    	
 
    	
Budget
    	
 
    
	
 
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Budget
    	
 
    	
1st October
    	
 
    	
Costs 1st
    	
 
    
	
 
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Budget
    	
 
    	
Costs from
    	
 
    	
2014 to CP2/
    	
 
    	
October to
    	
 
    
	
 
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Costs from
    	
 
    	
1st October
    	
 
    	
3 (HIML
    	
 
    	
CP4
    	
 
    
	
 
	
 
    	
 
    	
 
    	
 
    	
Lump Sum
    	
 
    	
 
    	
 
    	
1st October
    	
 
    	
2014 to CP1
    	
 
    	
Approval)
    	
 
    	
(acceptance
    	
 
    
	
 
	
 
    	
 
    	
Fee (on
    	
 
    	
Fee
    	
 
    	
Costs to 1st
    	
 
    	
2014 to Date
    	
 
    	
(Planning)
    	
 
    	
Stage
    	
 
    	
of Tender
    	
 
    
	
 
	
 
    	
 
    	
construction)
    	
 
    	
(etimated)
    	
 
    	
October 2014
    	
 
    	
(cumulative)
    	
 
    	
(Cumulative)
    	
 
    	
(Cumulative)
    	
 
    	
Rent)
    	
 
    
	
 
	
Architect
    	
 
    	
4.10
    	
%
    	
£
    	
357,672
    	
 
    	
13625
    	
 
    	
27691
    	
 
    	
48349
    	
 
    	
86375
    	
 
    	
£
    	
178,836
    	
 
    
	
 
	
Structural   Engineer
    	
 
    	
1.10
    	
%
    	
£
    	
94,531
    	
 
    	
£
    	
—
    	
 
    	
750
    	
 
    	
4000
    	
 
    	
10000
    	
 
    	
£
    	
47,266
    	
 
    
	
 
	
Quantity   Surveyor
    	
 
    	
0.75
    	
%
    	
£
    	
64,453
    	
 
    	
£
    	
—
    	
 
    	
4750
    	
 
    	
4750
    	
 
    	
12000
    	
 
    	
£
    	
38,672
    	
 
    
	
 
	
Employers   Agent
    	
 
    	
0.46
    	
%
    	
£
    	
39,531
    	
 
    	
£
    	
—
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    
	
 
	
Services   Engineer
    	
 
    	
0.44
    	
%
    	
£
    	
38,604
    	
 
    	
£
    	
—
    	
 
    	
3500
    	
 
    	
6000
    	
 
    	
10000
    	
 
    	
£
    	
30,883
    	
 
    
	
 
	
CDM-C
    	
 
    	
0.10
    	
%
    	
£
    	
10,000
    	
 
    	
£
    	
—
    	
 
    	
0
    	
 
    	
0
    	
 
    	
2000
    	
 
    	
£
    	
5,000
    	
 
    
	
 
	
Landscape   Architect
    	
 
    	
0.30
    	
%
    	
£
    	
30,000
    	
 
    	
£
    	
—
    	
 
    	
0
    	
 
    	
4000
    	
 
    	
7000
    	
 
    	
£
    	
18,000
    	
 
    
	
 
	
Highways &   Diversions
    	
 
    	
0.20
    	
%
    	
£
    	
30,000
    	
 
    	
£
    	
—
    	
 
    	
0
    	
 
    	
0
    	
 
    	
5000
    	
 
    	
£
    	
15,000
    	
 
    
	
 
	
Building   Control
    	
 
    	
0.10
    	
%
    	
£
    	
5,000
    	
 
    	
£
    	
—
    	
 
    	
0
    	
 
    	
0
    	
 
    	
3000
    	
 
    	
£
    	
2,500
    	
 
    
	
 
	
Gl   Surveys and Reports
    	
 
    	
0.40
    	
%
    	
£
    	
30,000
    	
 
    	
£
    	
—
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
£
    	
30,000
    	
 
    
	
 
	
Topo &   Services Surveys
    	
 
    	
0.10
    	
%
    	
£
    	
9,500
    	
 
    	
£
    	
—
    	
 
    	
0
    	
 
    	
0
    	
 
    	
4000
    	
 
    	
£
    	
9,500
    	
 
    
	
 
	
Planning   Fees
    	
 
    	
0.05
    	
%
    	
£
    	
4,750
    	
 
    	
£
    	
—
    	
 
    	
0
    	
 
    	
4750
    	
 
    	
4750
    	
 
    	
£
    	
4,750
    	
 
    
	
 
	
Construction   Legals
    	
 
    	
0.30
    	
%
    	
£
    	
25,000
    	
 
    	
£
    	
—
    	
 
    	
0
    	
 
    	
0
    	
 
    	
8000
    	
 
    	
£
    	
22,500
    	
 
    
	
 
	
Funding   Approvals
    	
 
    	
0.40
    	
%
    	
£
    	
40,000
    	
 
    	
£
    	
—
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
£
    	
40,000
    	
 
    
	
 
	
Fund   Monitor
    	
 
    	
0.35
    	
%
    	
£
    	
35,000
    	
 
    	
£
    	
—
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
£
    	
3,500
    	
 
    
	
 
	
Development   Management
    	
 
    	
3.00
    	
%
    	
£
    	
271,376
    	
 
    	
£
    	
—
    	
 
    	
8000
    	
 
    	
12000
    	
 
    	
30000
    	
 
    	
£
    	
140,000
    	
 
    
	
 
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
	
 
    	
 
    	
Totals
    	
 
    	
£
    	
1,085,417.00
    	
 
    	
£
    	
13,625.00
    	
 
    	
£
    	
44,691.00
    	
 
    	
£
    	
83,849.00
    	
 
    	
£
    	
182,125.00
    	
 
    	
£
    	
586,407
    	
 
    
	
 
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
	
ADD:   In-house fees
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
	
CEPS
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
22744.4
    	
 
    	
22744.4
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
	
Glanville   Associates
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
12000
    	
 
    	
12000
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
	
MEPC   lawyers
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
25000
    	
 
    	
30000
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
	
Adaptimmune/Immunocore   lawyers
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
25,000
    	
 
    	
30000
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
	
TOTAL
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
£
    	
129,435
    	
 
    	
£
    	
178.593
    	
 
    	
 
    	
 
    	
 
    	
 
    
																																					


 

Notes:

1 Fee Percentages in italics are agreed, others are estimates

2 Costs to Planning, Approval Stage and Tender are estimates

3 DM fees for each stage are estimated and for costs to date, planning and approval stage are discounted.

4 DM fees are %age on construction and professional fees

5 Exclude VAT

 











 

	
SIGNED for and on behalf of
    ADAPTIMMUNE LIMITED
    	

    	
/s/ Ian M. Laing
    
	
Director
    	
Ian M. Laing
    
	
 
    	
 
    
	
 
    	
 
    
	
SIGNED for and on behalf of
    IMMUNOCORE LIMITED
    	

    	
/s/ Eliot Forster
    
	
Director
    	
Eliot Forster