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	Exhibit 10.2






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DATED 15th June 2022
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(1) MEPC MILTON PARK NO.1 LIMITED AND MEPC MILTON PARK NO.2 LIMITED
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and
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(2) ADAPTIMMUNE LIMITED
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deed of variation
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relating to a lease of
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39 innovation drive
Milton Park 
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Knights plc
Midland House
West Way
Botley
Oxford
OX2 0PH                                                                                                                      





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PARTICULARS
	5


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	DATE
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	15th June 2022

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LANDLORD
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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;
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TENANT
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ADAPTIMMUNE LIMITED (Company number 6456741) whose registered office is at 60 Jubilee Avenue, Milton Park, Abingdon, Oxfordshire, England OX14 4RX
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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:


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	Landlord
	includes successors in title to the freehold estate in the Property; 

	Lease
	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; 

	Property
	39 Innovation Drive, Milton Park, Abingdon, Oxfordshire, OX14 4RT more particularly described in and demised by the Lease; and 

	Tenant
	includes successors in title to the term created by the Lease.



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	1.2	The Particulars are incorporated in and form part of this Deed so that in this Deed the words and expressions set out in the Particulars shall have the meanings ascribed to them in the Particulars.

	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.



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	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).
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Executed by the parties as a Deed on the date stated at the beginning of this document
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SCHEDULE 
Agreed Variations to the Lease
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		1.	In the PRESCRIBED CLAUSES LR4. shall be deemed to read as follows:

	
LR4. 

Property



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	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) 

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		2.	In Clause 1.1 the following definitions shall be deemed to read as follows:

 “Encumbrances means:
(a)The obligations and encumbrances (if any) specified in Part III of the First Schedule; and
(b)the Substation Lease;”
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“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;”
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		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;” 
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“Substation Lease means a lease of the Substation dated 15th June 2022 made between (1) the Landlord and (2) The Electricity Network Company Limited;”
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EXECUTED as a DEED by 
Paul Pavia
as attorney for MEPC MILTON PARK NO. 1 LIMITED in the presence of:
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/s/ Paul Pavia
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Paul Pavia as attorney for MEPC MILTON PARK NO. 1 LIMITED

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	/s/ Philip Campbell
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Signature of witness
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Witness name: Philip Campbell
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Address: 99 Park Drive OX14 4RY
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EXECUTED as a DEED by
Paul Pavia
as attorney for MEPC MILTON PARK NO. 2 LIMITED in the presence of:
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/s/ Paul Pavia
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Paul Pavia as attorney for MEPC MILTON PARK NO. 2 LIMITED

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	/s/ Philip Campbell
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Signature of witness
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Witness name: Philip Campbell
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Address: 99 Park Drive OX14 4RY
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EXECUTED AS A DEED by ADAPTIMMUNE LIMITED  acting by a director and the company secretary or by two directors


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	/s/ Gavin Wood
/s/ Margaret Henry


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	Director


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	Director/Company Secretary


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