Adaptimmune Limited, A Subsidiary Of Adaptimmune Therapeutics Plc Announces It Entered Into An Asset Purchase Agreement With USWM CT, A Subsidiary Of US WorldMeds Partners, Llc, To Sell Assets And Rights Related To Its Cell Therapy Products Offer Employment To Approximately Half Of Adaptimmune's Workforce. In Exchange, UU WorldMeds Will Pay $55M In Cash

On July 27, 2025, Adaptimmune Limited ("Seller"), a wholly-owned subsidiary of Adaptimmune Therapeutics plc (together with Seller, "Adaptimmune" or the "Company"), entered into an Asset Purchase Agreement (the "Agreement") with USWM CT, LLC ("Purchaser"), a subsidiary of US WorldMeds Partners, LLC ("Parent", and together with Purchaser, "US WorldMeds") and Parent (solely for the purposes of Section 10.14 of the Agreement).

Pursuant to the terms set forth in the Agreement, Adaptimmune agreed to sell to Purchaser the assets and rights related to Adaptimmune's TECELRA, lete-cel, afami-cel and uza-cel cell therapies (the "Products"), and Purchaser agreed to assume certain liabilities related to the Products (the "Transaction"). Adaptimmune also agreed to transfer to Seller specified intellectual property, product rights, regulatory authorizations, contracts, equipment, inventory, and other related assets. In connection with the Transaction, US WorldMeds intends to offer employment to approximately half of the Company's workforce.

Upon consummation of the Transaction, Purchaser will pay $55,000,000 in cash, a portion of which Purchaser will pay directly to Hercules Capital, Inc. ("Hercules") to repay all of Adaptimmune's indebtedness under that certain Loan and Security Agreement, dated May 14, 2024, by and among Adaptimmune, Hercules and the other parties thereto. In addition, Purchaser has agreed to make future payments to Adaptimmune of up to $30,000,000 in cash upon the achievement of certain regulatory and commercial milestones related to the Products within certain specified time periods and subject to certain specified reductions, including: