Exhibit 10.3


 


VARIATION AGREEMENT


 


THIS VARIATION AGREEMENT is made the
17th day of February 2020 (“Commencement Date”)


Between:


 


		(1)	La Fosse Associates Limited (Company No: 6729790) a company incorporated in England and
Wales whose registered office is 30 City Road, London, EC1Y 2AB (the "Company");



 


	(2)	GAR-1 Business Advisory Services, Michael R. Garone Sole Member
(EIN: 84-302-8949) a company incorporated in USA whose registered office is at 4 Hawser Way, Randolph, NJ, 07869 (the "Supplier");
and
	 	 



		(3)	Adaptimmune LLC a Delaware company with principal address at 351 Rouse Boulevard, Philadelphia,
PA19112 (the "Client").



 


Background:


 


		A.	This Variation Agreement amends the supplier services agreement dated 30 September 2019 between
the Company, the Supplier and the Client (“the Services Agreement”) from the Commencement Date. Save as amended
herein, the Services Agreement remains in full force and effect.



 


		1.	INTERPRETATION 



 


In this Variation Agreement, all defined words and
expressions shall have the same meaning as in the Services Agreement unless otherwise stated.


 


	 	2.	AMENDMENT TO ASSIGNMENT SCHEDULE




 


		2.1	As from the Commencement Date, the definition of the “End Date” as provided in Section 1 of the Assignment Schedule
shall be amended as follows:



 


“"End Date"
means 9 April 2020 or such other date as the Company and the Supplier may agree in writing or (if required by the Company
following a request by the Client) the date on which the Extended Hire Period ends.


 


		2.2	As from 1 April 2020, the Services in the Assignment Schedule and as set out in Section 1 of the Assignment Schedule shall
be superseded and replaced with the following consultancy services:



 


"Services" means consultancy
services defined by the following responsibilities


 


		•	Work with the Chief Financial Officer to provide a comprehensive handover of the Interim CFO responsibilities as defined
by the following responsibilities: 



 


		o	Work with the Chief Executive Officer and Executive Team to define and execute the financing strategy for the Client



 


		o	Act as a key spokesperson for the Client with the investment community



 


		o	Lead the preparation, review and filing of the financial statements (10Q and 10K) and other associated SEC filings



 


		o	Lead and manage the finance team ensuring maintenance of an appropriate control environment for SOX compliance and control
over the capital deployment of the Client



 


		o	Lead the budget/financial plan preparation, review and approval by the Board



 


		o	Lead interactions with the Audit Committee, external auditors and SOX program support specialists.



 


	 	3.	TERM OF VARIATION AGREEMENT




 


This Variation Agreement shall be effective
from the Commencement Date.


 






     


     


    



 


	Signed by Katherine Miller    	/s/ Katherine Miller 
	on behalf of La Fosse Associates Limited  	Authorised Signatory  
	 	 
	Signed by Michael Garone on behalf of    	/s/ Michael Garone
	GAR-1 Business Advisory Services  	Managing Member  
	 	 
	Signed by
Helen Tayton-Martin 	/s/ Helen
    Tayton-Martin   
	on behalf of Adaptimmune LLC	President and Secretary