Adaptimmune Therapeutics

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2021
OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                        to 
Commission File Number 001-37368
ADAPTIMMUNE THERAPEUTICS PLC

(Exact name of Registrant as specified in its charter)

England and Wales
(State or other jurisdiction of incorporation or organization)

Not Applicable
(I.R.S. Employer Identification No.)

60 Jubilee Avenue, Milton Park
Abingdon, Oxfordshire OX14 4RX
United Kingdom
(Address of principal executive offices)

Title of each class
American Depositary Shares, each representing
6 Ordinary Shares, par value £0.001 per share

(44) 1235 430000
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Trading Symbol(s)
ADAP

Name of each exchange on which registered
The Nasdaq Stock Market LLC

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  ⌧ Yes  ◻ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  ◻ Yes  ⌧ No

Securities registered pursuant to Section 12(g) of the Act:
None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for 

such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   ⌧ Yes  ◻ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) 

during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  ⌧ Yes  ◻ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the

definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒

Accelerated filer ◻

Non-accelerated filer ◻

Smaller reporting company ☐
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards

provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section

404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☒ No

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2021, the last business day of the registrant’s most recently

completed second fiscal quarter, was approximately $583,895,832.

As of March 11, 2022 the number of outstanding ordinary shares, par value £0.001 per share, of the registrant was 940,393,818.

DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive Proxy Statement for the 2022 Annual Meeting of Shareholders to be filed with the U.S. Securities and Exchange Commission pursuant to Regulation 14A not later
than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K are incorporated by reference in Part III, Items 10-14 of this Annual Report on Form 10-K.

    
    
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PART I  

Item 1.

Business

Item 1A.

Risk Factors

Item 1B.

Unresolved Staff Comments

Item 2.

Properties

Item 3.

Legal Proceedings

Item 4.

Mine Safety Disclosures

PART II

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 6.

[Reserved]

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Item 8.

Financial Statements and Supplementary Data

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9A.

Controls and Procedures

Item 9B.

Other Information

Item 9C.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

PART III

Item 10.

Directors, Executive Officers and Corporate Governance

Item 11.

Executive Compensation

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 13.

Certain Relationships and Related Transactions, and Director Independence

Item 14.

Principal Accountant Fees and Services

PART IV

Item 15.

Exhibit and Financial Statement Schedules

Item 16.

Form 10-K Summary

Signatures

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GENERAL INFORMATION

In this Annual Report on Form 10-K (“Annual Report”), “Adaptimmune,” the “Group,” the “Company,” “we,” “us” and “our”

refer to Adaptimmune Therapeutics plc and its consolidated subsidiaries, except where the context otherwise requires. “Adaptimmune” and
“SPEAR” are registered trademarks of Adaptimmune.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 This Annual Report contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they 
never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking 
statements. We make such forward-looking statements pursuant to the safe harbor provisions of the Private Securities Litigation Reform 
Act of 1995 and other federal securities laws. All statements other than statements of historical facts contained in this Annual Report are 
forward-looking statements. In some cases, you can identify forward-looking statements by words such as “believe,” “may,” “will,”
“estimate,” “continue,” “anticipate,” “intend,” “expect” or the negative of these words or other comparable terminology.

Any forward-looking statements in this Annual Report reflect our current views with respect to future events or to our future

financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance
or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-
looking statements. Factors that may cause actual results to differ materially from current expectations include, among other things, those
listed under Part I, Item 1A. Risk Factors and elsewhere in this Annual Report. Given these uncertainties, you should not place undue
reliance on these forward-looking statements. Except as required by law, we assume no obligation to update or revise these forward-
looking statements for any reason, even if new information becomes available in the future.

This Annual Report also contains estimates, projections and other information concerning our industry, our business, and the 
markets for certain diseases, including data regarding the estimated size of those markets, and the incidence and prevalence of certain 
medical conditions.  Information that is based on estimates, forecasts, projections, market research or similar methodologies is inherently 
subject to uncertainties and actual events or circumstances may differ materially from events and circumstances reflected in this 
information. Unless otherwise expressly stated, we obtained this industry, business, market and other data from reports, research surveys, 
studies and similar data prepared by third parties, industry, medical and general publications, government data and similar sources. 

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Item 1.   Business

Overview

We are a clinical-stage biopharmaceutical company focused on providing novel cell therapies to people with cancer. We are a

leader in the development of T-cell therapies for solid tumors and have reported responses in multiple solid tumor indications.

Our proprietary platform enables us to identify cancer targets, find and develop cell therapy candidates active against those targets

and produce therapeutic candidates for administration to patients. Our cell therapy candidates include Specific Peptide Enhanced Affinity
Receptor (“SPEAR” T-cells) which use genetically engineered T-cell receptors (“TCRs”); next generation Tumor Infiltrating Lymphocytes
(“TILs”) where a patient’s own T-cells are co-administered with our next generation technology, and HLA-independent TCRs (“HiTs”)
where surface proteins are targeted independently of the peptide-HLA complex. Our cell therapies are currently manufactured on an
autologous or per patient basis and we have a proprietary preclinical allogeneic platform for the development of “off the shelf” cell
therapies.

Our MAGE-A4 cell therapy franchise includes T-cell therapy products targeting solid tumor indications in which the MAGE-A4 antigen is
expressed, with responses seen in eight indications (head and neck, esophagogastric junction (“EGJ”), non-small cell lung cancer
(NSCLC)-squamous, synovial sarcoma, melanoma, bladder, ovarian and myxoid/round cell liposarcoma (MRCLS) indications) across the
franchise. A Biologics License Application (BLA) for the lead product (afamitresgene autoleucel or “afami-cel”) is targeted for filing with
the U.S. Food and Drug Administration (“FDA”) in Q4 2022 for synovial sarcoma. We have multiple clinical trials ongoing or planned
across the remainder of the MAGE-A4 franchise:

● SPEARHEAD-1 Phase 2 Trial with afami-cel (ADP-A2M4): A registration directed Phase 2 clinical trial is ongoing in

synovial sarcoma in which the MAGE-A4 antigen is expressed. Enrollment in Cohort 1 is complete, and the cohort met its
primary endpoint with an overall response rate (ORR) per independent review of 34%. Subject to the successful filing and
approval of a BLA by the FDA we plan to commercially launch afami-cel in the United States (“U.S.”). Cohort 2 of the trial
is ongoing.

● SURPASS Phase 1 Trial with ADP-A2M4CD8: Enrollment is ongoing in a Phase 1 trial for our next generation SPEAR T-
cell, ADP-A2M4CD8, including for patients with lung, gastroesophageal, head and neck, ovarian and bladder cancers in
which the MAGE-A4 antigen is expressed. An overall response rate of 36% was reported at the European Society for
Medical Oncology (“ESMO”) conference in 2021 with a complete response in a patient with ovarian cancer and partial
responses reported in patients with ovarian, head and neck, esophagogastric junction, bladder and synovial sarcoma cancers.

● SURPASS -2 Phase 2 Trial with ADP-A2M4CD8: A Phase 2 clinical trial with ADP-A2M4CD8 in esophageal and EGJ

cancers has been initiated and is enrolling.

A further Phase 2 trial with ADP-A2M4CD8 in ovarian cancer (“SURPASS-3”) is planned to start later in 2022 and an additional

cohort to the SURPASS trial combining ADP-A2M4CD8 with a checkpoint inhibitor is also in planning.

We are also planning to initiate a Phase 1 trial with a new next-generation SPEAR T-cell targeting MAGE-A4 for the treatment of 
patients with advanced head and neck squamous cell carcinoma, non-small cell lung cancer, or ovarian cancer.  Developed in collaboration 
with Noile-Immune Biotech Inc. (“Noile-Immune”), this product (ADP-A2M4N7X19) incorporates IL-7 and CCL19 in the cell therapy 
product.

Outside of the MAGE-A4 franchise, we have an active preclinical pipeline of cell therapy candidates with the aim of delivering

five new autologous cell therapies to the clinic by 2025. The pipeline includes new autologous SPEAR T-cells, SPEAR T-cells addressing
alternative HLA-types, next-generation SPEAR T-cells, HiTs and next-generation TILs. These are being developed internally and in
collaboration with third parties including Alpine Immune Sciences

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(“Alpine”), the National Center for Cancer Immune Therapy in Denmark (“CCIT”) and Noile-Immune. A clinical trial application (“CTA”)
for Tumor Infiltrating Lymphocytes (“TILs”) incorporating IL-7 has been filed in Denmark, with a clinical trial planned to start in 2022 at
CCIT. These approaches enable us to further enhance and extend the reach of our cell therapies thus increasing the number of patients we
can potentially treat.

We are also developing allogeneic or “off-the-shelf” cell therapies utilizing a proprietary allogeneic platform. The platform utilizes
cells derived from Induced Pluripotent Stem Cells (“iPSCs”), which can be gene-edited to express our engineered TCRs or other constructs
and then differentiated into the required end cell type, for example T-cells. The platform is applicable to all of our cell therapies and we
plan to bring two allogeneic programs to the clinic by 2025, the first for allogeneic cell therapies targeting MAGE-A4.

We have strategic collaborations in place with Astellas and Genentech Inc (“Genentech”):

● During Q3 2021 we announced a strategic collaboration with Genentech and F. Hoffman-La Roche Ltd.to research, develop, and

commercialize allogeneic T-cell therapies (the “Genentech Collaboration”). The collaboration covers the research and
development of “off-the-shelf” cell therapies for up to five shared cancer targets (“off-the-shelf” products) and the development
of a novel allogeneic personalized cell therapy platform. Under the terms of the agreement, we have received an upfront payment
of $150 million and will receive additional payments of $150 million over five years, unless the agreement is earlier terminated.
In addition, we may be eligible to receive research, development, regulatory and commercial milestones payments potentially
exceeding $3 billion in aggregate value. We will also receive tiered royalties on net sales in the mid-single to low-double
digits. We have the right to opt in to a 50/50 U.S. profit/cost share on “off-the-shelf” products. If we elect to opt in, then we will
be eligible to share 50 percent of profits and losses from U.S. sales on such products and are eligible to receive ex-U.S. regulatory
and sales-based milestone payments, as well as royalties on ex-U.S. net sales.

● We also have a strategic collaboration program ongoing with Astellas (through its wholly-owned subsidiary Universal Cells) in
relation to up to three targets with the aim of co-developing T-cell therapy candidates directed to those targets and utilizing our
allogeneic platform for “off-the-shelf” cell therapies. The first target subject to the collaboration is the mesothelin target to which
a HiT cell therapy is being developed. A second target has been nominated by Astellas.

We also have several development and research collaborations including our collaboration with GSK for the development,

manufacture and commercialization of TCR therapeutic candidates for up to five programs, a clinical and preclinical alliance agreement
with MD Anderson Cancer Center and research collaborations with Alpine, Noile-Immune, and CCIT.

We are an integrated cell therapy company with our own manufacturing facility in the U.S. and dedicated lentiviral vector

manufacturing in the United Kingdom (“U.K.”). This enables us to continue improving the patient experience associated with our cell
therapies including the ability to rapidly introduce improvements to the manufacturing process and patient supply chain.

Business Strategy

Building on our leadership position with engineered T-cell therapies in solid tumor indications, our strategic objective is to be a
world leader in designing and delivering cell therapies that transform the lives of people with cancer. To achieve our objectives, our core
value drivers are as follows:

Progressing two cell therapies toward commercialization. We are planning to file a BLA with the FDA during Q4 2022 for

afami-cel. Data from Cohort 1 of the SPEARHEAD-1 trial met its primary endpoint. Afami-cel continues to show a favorable benefit:risk
profile across the patients treated. BLA preparations are underway with pediatric plans agreed with regulatory agencies and multiple BLA-
directed activities including vector and T-cell therapy manufacturing process characterization progressing. Further Phase 2 trials are
underway (SURPASS-2 in esophageal and

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esophagogastric junction cancers) or anticipated to start later in 2022 (SURPASS-3 in ovarian cancer). Depending on the clinical data
obtained from those trials, we plan to file a BLA following conclusion of those trials.

Progressing two cell therapies into later clinical phase. Subject to the data from ongoing clinical trials, we plan to rapidly

progress clinical candidates through clinical trials and towards BLA filing. For example, our ADP-A2M4CD8 therapy is in a Phase 1
clinical trial (SURPASS) focusing on MAGE-A4 positive patients including in lung, head and neck, bladder, ovarian and gastroesophageal
indications. A first Phase 2 trial has already been started in patients with esophageal and esophagogastric junction indications based on
initial data from the Phase 1 SURPASS trial and a second Phase 2 trial is due to be initiated later in 2022 in ovarian cancer patients.
Depending on the data obtained, additional indications may be identified for ADP-A2M4CD8 to be progressed into later phase trials and
ultimately to a BLA filing.

Progress five new autologous cell therapies into the clinic within five years. We continue to progress our pipeline of cell therapy

candidates including HiT cell therapy candidates, new SPEAR T-cells and next-generation TILs. We aim to progress these candidates
through our preclinical pipeline quickly and start Phase 1 clinical trials once preclinical work is complete. For example, a next-generation
TIL trial in collaboration with CCIT is in the process of being initiated with a CTA filed in 2021 in Denmark, and a Phase 1 clinical trial
with ADP-A2M4N7X19, a new next-generation product incorporating IL-7 and CCL19 is planned to be initiated later in 2022.

Continuing to develop “off-the-shelf” cell immunotherapies and progress two cell therapies to the clinic within five years. We

continue to develop our “off-the-shelf” (allogeneic) platform, which is broadly applicable to cell therapies, both internally and in
collaboration with our partners Astellas and Genentech. The first allogeneic product includes a SPEAR T-cell targeting MAGE-A4 and a
second allogeneic product includes a HiT targeting mesothelin (partnered with Astellas).

Continuing to improve our manufacturing and patient supply processes to optimize how we deliver our cell therapies to

patients. Our integrated cell therapy capabilities enable us to continually enhance our cell and vector manufacturing and supply processes
which we believe will ultimately enable us to treat patients quicker, at a lower cost and more effectively. We are planning to open a new
manufacturing facility dedicated to allogeneic cell therapy manufacturing in 2022. This facility is co-located with our research facility in
the U.K. Additionally we are expanding the manufacturing capacity in our existing autologous manufacturing facility in Philadelphia,
Pennsylvania.

Expanding our intellectual property portfolio. We continue to build and develop our technology platform, comprising intellectual
property, proprietary methods and know-how in the field of cell therapies. These assets form the foundation of our ability to strengthen our
product pipeline and defend and expand our position as a leader in cell therapy.

Our Cell Therapies for Cancer

The Immune System and T-cells

The immune system plays an important role in targeting and destroying cancer cells. Specifically, T-cells, which are a type of

white blood cell, and their receptors create a natural system that is designed to scan the body for diseased cells. In general, cells process
proteins internally and then convert these proteins into peptide fragments which are then presented on the cell surface by a protein complex
called the Human Leukocyte Antigen (“HLA”). T-cells naturally scan all other cells in the body for the presence of abnormal peptide
fragments, such as those generated from infectious agents. Recognition of this peptide-HLA complex takes place through the T-cell
receptor or TCR expressed on the T-cells. However, binding of naturally occurring TCRs to cancer targets tends to be very poor because
cancer proteins appear very similar to naturally occurring proteins on healthy cells.

Cancer Target Identification and Validation

Before developing any engineered T-cell therapy, it is important to identify and validate a suitable target cancer peptide or protein.

The target must be expressed only on the cancer cells of interest and with expression in normal non-

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cancerous tissue only where a risk to the patient would be deemed acceptable. Careful validation and identification of targets is important
to ensure that any engineered cell therapy is specific to the targeted cancer and does not bind to the same target on non-cancer cells, or that
the receptor in the cell therapy does not recognize a similar peptide or protein derived in normal cells. Our target identification and
validation platform is focused on three approaches. First, we identify and validate peptide-HLA targets for cancer testis antigens for the
most prevalent HLA-type, for example, the HLA A2 peptide for the MAGE-A4 antigen. Second, we identify and validate similar peptides
for non-cancer testis antigens which are closely related to a specific disease indication, for example, the AFP antigen. Finally, we identify
and validate surface HLA peptides for these existing intracellular targets in the context of different HLA types as well as other extracellular
cell surface targets for HLA-independent TCRs or HiT constructs ensuring that we can address a broader patient population either across
multiple HLA types across our existing therapeutic candidates or cell surface targets, such as mesothelin, without HLA restriction,
respectively.

Cell Therapies

We have developed a range of cell therapies all of which utilize the interaction between a T-cell and its TCR’s and a peptide or

protein. Our cell therapies can be made directly from a patient’s own T-cells (“autologous” cell therapies) or manufactured from stem cells
(“allogeneic” cell therapies).

For all of our autologous cell therapies patient T-cells are extracted and are then engineered to generate the end cell therapy
whether this is through engineering of the TCR itself or through the addition of another agent which enhances the efficacy of the TCR or T-
cell. The nature of the engineering impacts the type of cell therapy product generated. The engineered T-cells are then expanded and
infused back into the patient. When these T-cells encounter a recognized peptide or protein within the patient’s body, they multiply and
initiate the destruction of the targeted cancer cells.

For our allogeneic T-cell therapies, Induced Pluripotent Stem Cells ("iPSCs”) are gene edited to express the engineered TCR or
HiT and potentially a range of next gen modifications. As part of the gene editing the iPSCs are also edited to remove certain HLA-type
expression so that patients expressing any HLA-type can be treated with the same end product. Those gene-edited iPSCs are then
differentiated, using a number of directed process steps, into T-cells, which can then be used to treat patients expressing the tumor antigen
to which the TCR or HiT is directed.

Our SPEAR T-cells

Following identification of a suitable target peptide, we identify TCRs that are capable of binding to that target peptide or protein.

We then engineer and optimize those identified receptors to enhance their ability to recognize and bind to the cancer targets, thereby
enabling a highly targeted immunotherapy which complements a patient’s immune system. The optimized TCR for the cell therapy then
undergoes extensive preclinical safety testing prior to administration to patients. A lentiviral vector is used to transfer the engineered TCR
into the patient’s T-cells if that patient has the relevant target and HLA type for our TCR cell therapy. The optimized cell therapy then
undergoes extensive preclinical safety testing prior to administration to patients. Our SPEAR T-cell platform technology enables us to
develop a pipeline of targets and TCR therapeutic candidates that we believe may be effective in a variety of cancer types that have
progressed following treatment with currently available and experimental therapies. Within our MAGE-A4 franchise we have three SPEAR
T-cells being developed, afami-cel (our first generation MAGE-A4 targeted SPEAR T-cell therapy), ADP-A2M4CD8 (a next-generation
therapy incorporating a CD8α homodimer to increase potency) and ADP-A2M4N7X19 (a new next-generation cell therapy incorporating
IL-7 and CCL19).

Our HiT Cell Therapies

Naturally occurring TCRs recognize peptides that are presented on the cell surface by a protein complex called HLA. Patient

treatment with our SPEAR T-cells requires patients to express a particular HLA-type. We have now developed a TCR platform capable of
producing TCRs able to recognize targets expressed on the surface of cancer cells independently of HLA-type. The TCR is engineered to
recognize and bind to a cell surface protein. The HiT platform

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enables us to identify suitable targets and to then generate engineered HiTs which can bind and interact with those targets. These HLA-
independent TCRs or HiTs use the same immune system processes as naturally occurring TCRs.

Our Next-Generation TIL Therapies

TIL therapy utilizes TILs taken from a patient’s tumor. A section of the tumor is excised, the TILs are isolated and then those TILs
which bind to tumor antigens are cultured and then further engineered to co-express one of our next generation technologies with the aim of
making them more effective at attacking cancer cells. The TILs are then infused back into the patient. The first next-generation TIL is
being developed in collaboration with CCIT, in Denmark and will combine CCIT’s TIL process with our next generation IL-7 technology
to generate TIL-IL7 cell therapies.

Our Clinical Product Pipeline

MAGE-A4 franchise

We have multiple cell therapies in clinical trials or entering clinical trials which target indications in which the MAGE-A4

antigen is expressed. The clinical trials ongoing are reflected in the clinical pipeline diagram below:

● SPEARHEAD-1 Phase 2 Trial with afami-cel: A registration directed Phase 2 clinical trial is underway in synovial sarcoma 
in which the MAGE-A4 antigen is expressed. Enrollment in Cohort 1 is complete, and the cohort met its primary endpoint. 
Subject to the successful filing and approval of a BLA by the FDA we plan to commercially launch afami-cel in the U.S. 
Cohort 2 of the trial is ongoing.  

Clinical data was presented at the Connective Tissue Oncology Society (“CTOS”) in November 2021. An Overall Response
Rate (ORR) per independent review of 34% (36% in patients with synovial sarcoma and 25% for patients with MRCLS) and
disease control rate of 85% was reported. The charts below summarize the best overall responses by RECIST v1.1 as of
September 1 2021, as per independent review.

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The graph represents data from Cohort 1. PR= partial response; SD=stable-disease; PD=progressive
disease. Data represent percent changes from baseline in sum of diameters (sum of the long diameters
for non-nodal lesions and short axis for nodal lesions) in target lesions through progression or prior to
surgical resection.

As of September 1 2021, 50 patients had received afami-cel which appeared to be well-tolerated with a favorable benefit:risk
profile. The durability of responses is encouraging.

Orphan Drug designation for afami-cel for the treatment of soft tissue sarcomas has been granted in the European Union
(“EU”) and U.S. together with Regenerative Medicine Advanced Therapy (“RMAT”) designation in the U.S. for the treatment
of synovial sarcoma and access to the Priority Medicines (“PRIME”) Regulatory Support initiative by the European
Medicines Agency (“EMA”) for the treatment of synovial sarcoma.

● SURPASS Phase 1 Trial with ADP-A2M4CD8: Enrollment is ongoing in a Phase 1 trial for a next generation SPEAR T-cell,
ADP-A2M4CD8 and patients are now being treated in the expansion phase of the trial. This next generation SPEAR T-cell
utilizes the same engineered T-cell receptor as afami-cel, but with the addition of a CD8α homodimer. The addition of the
CD8α homodimer has been shown in vitro to increase cytokine release and SPEAR T-cell potency. Data from the trial was
reported at ESMO in September 2021. As of August 2, 2021, responses (per RECIST 1.1) were seen in five solid tumor
indications: a complete response in ovarian cancer and partial responses in ovarian, head and neck, esophagogastric junction,
bladder and synovial sarcoma cancers. Most patients treated experienced anti-tumor activity with a disease control rate of
86%. ADP-A2M4CD8 had an acceptable benefit:risk profile in the patients treated as of August 2, 2021. Initial translational
data supports ADP-A2M4CD8 being more potent than afami-cel. The chart below illustrates the best overall response seen in
patients evaluated as of August 2, 2021.

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The data in the above graph represent percent changes from baseline in sum of diameters (sum of the long diameters
for non-nodal lesions and short axis for nodal lesions) in target lesions through progression or prior to surgical
resection; Responses were evaluated by RECIST v1.1 per investigator assessment. CR=complete response;
PR=partial response; SD=stable disease; PD=progressive disease; NE=not evaluable; EGJ=esophagogastric junction
cancer; NSCLC=non-small cell lung cancer; MRCLS=myxoid/round cell liposarcoma; OVR=ovarian cancer;
ESPH=esophageal cancer; UCC=urothelial carcinoma or bladder cancer; SS=synovial sarcoma; HN=head and neck
cancer

● SURPASS-2, Phase 2 Trial with ADP-A2M4CD8: A Phase 2 clinical trial with ADP-A2M4CD8 in esophageal or

esophagogastric cancers has been initiated and is enrolling.

SURPASS-3, a Phase 2 trial with ADP-A2M4CD8 in ovarian cancer is planned to start later in 2022 and combination trials are
also in planning with ADP-A2M4CD8. We are also planning to initiate a Phase 1 trial with a new next-generation SPEAR T-cell therapy
targeting MAGE-A4 which is being developed in collaboration with Noile-Immune and which incorporates IL-7 and CCL19 into the cell
therapy product (ADP-A2M4N7X19).

The Spearhead-2 trial investigating afami-cel in combination with a checkpoint inhibitor in head and neck cancer has been closed
to enable focus on a combination between ADP-A2M4CD8 and a checkpoint inhibitor. Data from a radiation sub-study of the Phase 1 trial
with afami-cel was also presented during 2021. This sub-study closed to enrollment in July 2021.

Other Clinical Programs

● ADP-A2AFP Phase 1 Trial: Our Phase 1, open-label, dose-escalation trial designed to evaluate the safety and anti-tumor

activity of ADP-A2AFP for the treatment of HCC closed to screening in 2021. We are, however, continuing to focus on the
development of new cell therapies to target liver cancer. Data from the ADP-A2AFP trial was reported at the International
Liver Congress in August 2021. As of April 5, 2021 thirteen patients with advanced HCC had received ADP-A2AFP in
Cohort 3 and expansion phase of the trial. The best overall responses in Cohort 3 and expansion included one complete
response, six stable disease and four progressive disease. The disease control rate for patients with at least one scan was 64%
(7 out of 11 patients) and two patients had stable disease lasting beyond 16 weeks. ADP-A2AFP had an acceptable
benefit:risk profile in the patients treated.

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Autologous Preclinical Candidate Pipeline

We believe we have a strong pipeline of cell therapy candidates and we aim to deliver five products to the clinic by 2025. Our

current pipeline is illustrated below:

Our aim is to utilize the insights we obtain from our clinical trials and translational sciences work to improve the efficacy of our
existing products and approaches; and to increase the scope of our cell therapies and ability to treat an increasing number of patients. For
example, our next generation cell therapies including ADP-A2M4N7X19 (a next-generation SPEAR T-cell product targeting MAGE-A4)
and the TIL-IL7 with CCIT are designed to improve efficacy. Whereas the cell therapies directed to alternative HLA types will increase the
potentially treatable patients that can be addressed with our cell therapies.

Allogeneic iPSC Platform

We continue to develop our allogeneic platform which can be used to generate ‘off-the-shelf’ cell therapies that are universally 

applicable to all eligible patients by developing gene-edited iPSCs differentiated to T-cells by our in-house proprietary process. These “off-
the-shelf” cells are being developed to overcome the current limitation of autologous therapies that need to be manufactured specifically for 
each patient.  Additionally, our process starts with iPSCs instead of donor-derived T-cells, which potentially reduces product variability and 
the need for repeated infusions. 

The enhanced T-cell technology being developed involves selective engineering for the removal of potentially immunogenic cell

surface proteins (for example, HLA molecules) and the addition of our TCRs, without the use of nucleases, to develop these T-cell
products. If successful, this will enable us to treat our patients with an “off-the-shelf” or on demand cell therapy product without the need
to acquire a patient’s own cells. Our first preclinical program is for the development of an allogeneic SPEAR T-cell product directed to the
MAGE-A4 target using the same TCR that has been investigated in our current clinical trials.

We also have two collaboration programs, one with Astellas in which an allogeneic product incorporating a HiT targeting

mesothelin is being developed (and a further target has been nominated); and one with Genentech, in which

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“off-the-shelf” cell therapies for up to five shared cancer targets (“off the shelf” products) and a novel allogeneic personalized cell therapy
platform are being developed.

Integrated Cell Therapy Company

We are committed to building an integrated cell therapy company with a broad range of capabilities that enable the research and

development of cell therapies, the translational analyses of clinical responses, control of the manufacturing and supply chain and
commercialization. The ability to take learnings from every stage of the process and feed these learnings back into further research and
development enables decisions to be taken at the appropriate time and improvements and enhancements to processes and products to be
made effectively and in a timely manner.

We have our own autologous cell therapy manufacturing facility at the Navy Yard in Philadelphia, Pennsylvania which is capable

of supplying all of our autologous cell therapies currently in the clinic. The Navy Yard facility is increasing its manufacturing capacity to
support anticipated commercial launch in the US of afami-cel. We also have our own dedicated vector manufacturing capability in the
U.K., within the Catapult Cell and Gene Therapy Manufacturing Centre in Stevenage, which is now able to produce lentiviral vector for
our clinical trials using a suspension process developed by the Company. Additionally, in 2022 we plan to open a new manufacturing 
facility dedicated to allogeneic drug product manufacturing, and co-located with our research facility in Milton Park in the U.K.  

Control of our own end-to-end manufacturing processes (including vector, T-cell and analytical quality control testing) enables us
to improve and further develop these processes for manufacture of our cell therapies. The ability to manufacture in-house provides security
of supply at a lower cost than using a third-party provider. In addition, the ability to continually evaluate and optimize processes enables
ongoing reduction in the times taken to treat our patients and the overall cost of goods applicable to manufacture and supply of our cell
therapies.

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COVID-19 and Our Business

During the COVID-19 pandemic we have continued to focus on ensuring the safety of our work force whilst continuing the work 

we do to make our therapies available to people with cancer. Our facilities in the U.S. and U.K. remained open to support critical 
manufacturing and scientific activities. We are working with our employees to ensure that they follow guidelines set out by the U.K. and 
U.S. governments, as well as regional guidance including requirements for social distancing and mask wearing.  In addition to safe working 
practices, we have invested in personal protective equipment and installed screens and other physical measures to enhance the safety of our 
facilities.  

The pandemic has created challenges for conducting clinical trials and we continue to work with our clinical sites to enroll and

treat patients at the earliest possible time particularly given that many of our patients have late-stage cancer. Certain clinical sites have
chosen to postpone treatment of patients or participation in trials whilst the pandemic is impacting resources at those sites. We have
experienced challenges around our supply chain. Many of the materials and consumables we require for manufacture and supply of
products and also for research are also required for manufacture of COVID-19 vaccines and as a result these were prioritized to meet
vaccine supplies. In certain cases, for example, in accordance with the U.S. Defense Production Act, suppliers were required to prioritize
vaccine supplies. This resulted in some delays in supply of materials and consumables we require for our business, however, we were able 
to mitigate against impacts associated with any supply delays by purchasing in advance where possible, prioritizing use of such supplies 
and sourcing alternative suppliers where necessary.  

We have continued and will continue to adjust our working practices as the pandemic evolves to ensure we can continue to treat

people with cancer as quickly and as effectively as possible whilst protecting the health of our colleagues.

Core Alliances and Collaborations

Genentech Strategic Collaboration and License Agreement

On September 3, 2021, Adaptimmune Limited, a wholly-owned subsidiary of Adaptimmune Therapeutics Plc, entered into a

Strategic Collaboration and License Agreement with Genentech, Inc. and F. Hoffman-La Roche Ltd (the “Agreement”).

The collaboration has two components:
1) Development of allogeneic T-cell therapies for up to five shared cancer targets
2) Development of personalized allogeneic T-cell therapies utilizing αβ T-cell receptors (TCRs) isolated from a patient, with

such therapies being administered to the same patient.

The parties will collaborate to perform a research program, initially during an eight-year period (which may be extended for up to

two additional two-year terms at Genentech’s election upon payment of an extension fee for each two-year term), to develop the cell
therapies, following which Genentech will determine whether to further develop and commercialize such therapies. Under the Agreement,
Adaptimmune exclusively licenses to Genentech certain intellectual property rights it controls to enable Genentech to research, develop,
manufacture and commercialize (i) off-the-shelf T-cell therapies directed to the collaboration targets and (ii) personalized T-cell therapies
developed within the scope of the Agreement, and Genentech is solely responsible for the clinical development and commercialization of
any cell therapies arising from the collaboration. Adaptimmune will manufacture and supply cell therapies for Phase 1 trials of off-the-shelf
T-cell therapies unless Genentech decides to assume responsibility for such manufacturing.

Under the Agreement, Adaptimmune is also subject to certain restrictions on its ability to further develop and commercialize

certain cell therapies. In particular, restrictions apply in relation to its ability to develop cell therapy products to nominated targets and to
develop competing personalized cell therapies. This restriction does not prevent Adaptimmune from developing cell therapies to other
targets or cell therapies containing different types of receptors.

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Under the terms of the Agreement, Adaptimmune received a $150 million upfront payment. Adaptimmune may also receive:

● $150 million in additional payments spread over a period of five years from the effective date of the Agreement, unless the

Agreement is earlier terminated;

● research milestones of up to $50 million;
● development milestones of up to $100 million in relation to the development of off-the-shelf T-cell therapies per collaboration
target (unless Adaptimmune exercises its right to opt-in to receive a profit share) and up to $200 million in relation to the
development of personalized T-cell therapies;

● commercialization milestones of up to $1.1 billion for “off-the-shelf” T-cell therapies (unless Adaptimmune exercises its right to

opt-in to receive a profit share and assuming off-the-shelf T-cell therapies are developed to five targets) and for personalized T-
cell therapies; and

● net sales milestones of up to $1.5 billion for “off-the-shelf” T-cell therapies (unless Adaptimmune exercises its right to opt-in to
receive a profit share and assuming “off-the-shelf” T-cell therapies are developed to five targets) and for personalized T-cell
therapies

In addition, Adaptimmune will receive tiered royalties on net sales in the mid-single to low-double digits.

Adaptimmune also has a right to opt-in to receive a profit share and to co-promote “off-the-shelf” T-cell therapies. If

Adaptimmune elects to opt in, then Adaptimmune will be eligible to share 50 percent of profits and losses from U.S. sales on such products
and to receive up to $800 million in ex-U.S. regulatory and sales-based milestone payments, as well as royalties on ex-U.S. net sales.

The parties can terminate the Agreement in the event of material breach or insolvency of the other party. Genentech is entitled to
terminate the Agreement in its entirety, on a product-by-product basis or collaboration target by collaboration target basis on provision of
180 days notice.

Universal Cells Co-development Collaboration Agreement

On January 13, 2020, the Company entered into a Co-development and Co-commercialization agreement (the “Astellas

Collaboration Agreement”) with Universal Cells, Inc., a wholly-owned subsidiary of Astellas Pharma Inc. (“Universal Cells”).

Under the Astellas Collaboration Agreement the parties will agree on up to three targets and will co-develop T-cell therapies

directed to those targets pursuant to an agreed research plan. For each target, Universal Cells will fund co-development up until completion
of a Phase 1 trial for products directed to such target. Upon completion of the Phase 1 trial for a product, Universal Cells and Adaptimmune
will elect whether to progress with co-development and co-commercialization of such product, or to allow the other party to pursue the
candidate independently. The first target program aims to develop an allogeneic (“off-the-shelf”) mesothelin directed HiT cell therapy.

In addition, Universal Cells is also granted the right to develop, independently of Adaptimmune, allogeneic T-cell therapy
candidates directed to two targets selected by Universal Cells. Universal Cells will have sole rights to develop and commercialize products
directed against such products.

Under the terms of the agreement, Adaptimmune may receive up to $897.5 million in payments, including:

●
●
●

an upfront payment of $50 million, which was received in January 2020;
development milestones of up to $73.75 million for each co-developed and co-commercialized product; and
development milestones of up to $147.5 million per product and up to $110 million in sales milestones for products developed
unilaterally by Universal Cells.

In addition, Adaptimmune will receive research funding of up to $7.5 million per year and tiered royalties on net sales in the mid-

single to mid-teen digits.

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Under the terms of the Astellas Collaboration Agreement and in consideration for rights under certain contributed Universal Cells

technology for a product unilaterally developed by Adaptimmune, Universal Cells may receive up to $552.5 million, including up to
$147.5 million in milestone payments per product and up to $110 million in sales milestones for products developed unilaterally by
Adaptimmune. In addition, Universal Cells will receive tiered royalties on net sales in the mid-single to mid-teen digits.

To the extent that Universal Cells and Adaptimmune co-develop and co-commercialize any product, the parties will share equally all

worldwide costs and profits.

In addition to the Astellas Collaboration Agreement, the parties have also entered into an agreement relating to the use of Universal
Cells gene editing and HLA-editing technology in the context of the development of our own allogeneic T-cell therapies. Adaptimmune
retains exclusive rights in the T-cell field under the agreement.

Development and Research Collaborations

GSK Collaboration and License Agreement

We entered into the GSK Collaboration and License Agreement regarding the development, manufacture and commercialization
of TCR therapeutic candidates in May 2014. The collaboration is for up to five programs. The first program was the NY-ESO SPEAR T-
cell program, in relation to which GSK has now exercised its option to take an exclusive license. The second program related to
development of a SPEAR T-cell to a peptide derived from the PRAME antigen. This program has now completed. The third target program
with GSK remains ongoing and is also directed to the PRAME target. We are responsible for taking the third target program through
preclinical testing and up to IND application filing. GSK is responsible for the IND filing itself should the preclinical testing and
development be favorable.

Preclinical and Clinical Collaborations

We have third party collaborations in place with Noile-Immune, Alpine Immune Sciences and with CCIT.

With Alpine, we are collaborating to develop next-generation SPEAR T-cell products that incorporate Alpine’s secreted and

transmembrane immunomodulatory protein technology. The collaboration agreement was announced in May 2019, and we believe that the
Alpine technology could complement our existing internal next generation technology and enhance anti-tumor potential through
engagement of further rapid and flexible immunomodulatory mechanisms.

In the Noile-Immune collaboration, announced in August 2019, we will co-develop next-generation SPEAR T-cell products,

incorporating Noile-Immune’s PRIME (proliferation inducing and migration enhancing) technology, based upon co-expression of IL-7 and
CCL19.

With CCIT, we are combining CCIT’s existing TIL therapies with our next generation IL-7 construct with the aim of creating

enhanced TIL cell therapies. TIL therapy has previously seen efficacy in certain solid tumors including melanoma and the aim is to build
on that efficacy.

We also have a strategic alliance agreement with the MD Anderson Cancer Center which covers both the conduct of certain

clinical trials for our SPEAR T-cell therapies and also certain pre-clinical research work.

Intellectual Property

We actively seek to protect the intellectual property and proprietary technology that we believe is important to our business,

including seeking, maintaining, enforcing and defending patent rights for our SPEAR T-cells and processes, whether developed internally
or licensed from third parties. Our success will depend on our ability to obtain

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and maintain patent and other protection including data/market exclusivity for our cell therapies, manufacturing and platform technology,
preserve the confidentiality of our know-how and trade secrets and operate without infringing the valid and enforceable patents and
proprietary rights of third parties. See “Risk Factors—Risks Related to Our Intellectual Property.”

Our policy is to seek to protect our proprietary position generally by filing an initial priority filing at the U.K. Intellectual Property

Office (“UKIPO”) and/or the U.S. Patent Trademark Office (“USPTO”). This is followed by the filing of a patent application under the
Patent Co-operation Treaty (“PCT”) claiming priority from the initial application(s) and then application for patent grant in, for example,
the U.S., Europe (including major European territories), Japan, Australia, New Zealand, India and Canada. In each case, we determine the
strategy and territories required after discussion with our patent professionals to ensure that we obtain relevant coverage in territories that
are commercially important to us and reflect the scope of cell therapies being developed. We will additionally rely on data exclusivity,
market exclusivity and patent term extensions when available, including as relevant exclusivity through orphan or pediatric drug
designation. We also rely on trade secrets and know-how relating to our underlying platform technologies, manufacturing processes and
pre-clinical candidates.

Product Patent Families

Afami-cel  - We own three patent families covering the composition of matter of ADP-A2M4 and other related TCRs and T-cell

therapies. The patent application claims are primarily directed to the engineered TCR therapeutic candidate and in particular the amino acid
substitutions required for such engineered TCR therapeutic candidate. National/regional applications have been filed via the PCT in all
commercially relevant territories and claims have been allowed in Europe and the US. We project the patents within these families, if
issued, and if the appropriate maintenance, renewal, annuity, or other governmental fees are paid, will expire in 2037 (worldwide,
excluding possible patent term extensions). PCT applications have also been filed in relation to the use of ADP-A2M4 TCR in the
treatment of head and neck, lung and ovarian cancers.

ADP-A2M4CD8 – We own a patent family covering the composition of matter of ADP-A2M4CD8 and other related TCR T-cell

therapies. The patent application claims are directed to the engineered TCR therapeutic candidate in combination with the CD8 next
generation technology. We project the patents within this family, if issued, and if the appropriate maintenance, renewal, annuity, or other
governmental fees are paid, to expire in 2039 (worldwide, excluding possible patent term extensions). APCT application has also been filed
in relation to the use of A2M4CD8 TCR in treatment of esophageal and gastric cancers.

Platform Technology

We own a number of platform technology patents and patent applications which are directed to certain aspects of the process that

we use to engineer our SPEAR TCRs and other cell therapies. These are owned jointly with Immunocore Limited, with whom we have
historically had a shared development history.

Novel targets - We have filed 28 patent families which cover peptides expressed on the tumor cell surface and the TCRs which
recognize them. The applications as filed cover multiple peptides from multiple different target proteins. National/regional applications
have been filed in all commercially relevant territories.

TCR libraries - We have filed two patent families which cover large libraries of TCR genes which we have generated and the

method of their generation: these act as proprietary sources for screening for TCRs, which are the starting points for affinity engineering
into clinical candidates. National/regional applications have been filed in all commercially relevant territories.

We also have patents or patent applications directed to our phage display technology, decreasing off-target reactivity and selection

for the affinity-enhanced TCRs.

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Manufacturing Process Patents and Patent Applications

We have trade secrets and patent applications relating to the manufacture of our cell therapies. For example, we have filed patent

applications in commercially relevant territories, which claim priority from initial priority patent applications filed at the USPTO and
UKIPO, which are directed to a particular modification to the lentiviral vector technology. We believe this modification enhances the safety
profile of the lentiviral vector technology. This has been granted in the U.S,. Further patent applications have been filed on the
manufacturing and quality control of our products.

Preclinical and Next Generation Approaches

We have filed four patent families covering a range of next generation technology approaches and/or combination approaches.

Allogeneic iPSC Platform Approaches

We have filed a number of patent applications covering our proprietary iPSC stem cell differentiation technology which enables 

the differentiation of stem cells into T-cells which can then be administered to patients. The patent applications are primarily directed to the 
various stages required for the differentiation of the iPSC stem cells into different cell line types including NK cells, NKT cells, 
macrophages, dendritic cells and T-cells. The earliest of these applications have now been filed as PCT applications and will be pursued in 
all commercially relevant territories.  Patent protection is projected to extend to 2040 (worldwide, excluding possible patent term 
extensions).

Third-Party Intellectual Property Rights

We have a non-exclusive license from ThermoFisher Inc. under certain of its intellectual property rights covering its Dynabeads®
CD3/CD28 technology. This technology is used in our manufacturing process to isolate, activate and expand patient T-cells. We also have a
supply agreement which runs until December 31, 2025. See “Risk Factors—Risks Related to Our Reliance Upon Third Parties—We rely
heavily on ThermoFisher and the technology we license from them.”

Whether licenses are required under any third-party patents depends on what steps we take going forward in relation to our

manufacturing processes, development processes and development products including our allogeneic manufacturing and differentiation
process. We may need to negotiate a license under any third-party patents or develop alternative strategies for dealing with any third party
patents if licenses are not available on commercially acceptable terms or at all.

Competition

The biotechnology and pharmaceutical industries are characterized by rapidly advancing technologies and intense competition.

Competitors include large pharmaceutical companies with established development and commercialization programs, small and large
biotechnology companies with varying development and commercialization capabilities and academic centers developing novel
technologies and products.

We face competition in all of the following areas:

(a) From other cell therapies: There are a number of other cell therapies which have already received marketing approval or

which are currently in late stage clinical trials. These include CAR-T therapies, for example, Kymriah™ (tisagenlecleucel)
and Yescarta™ (axicabtagene ciloleucel) which have received marketing approval in hematological malignancies, TIL cell
therapies, for example, Iovance’s TIL therapy which is in late stage clinical trials and cell therapies, or other
products directed to the peptide-HLA complex (pHLA). These cell therapies are being developed in both solid and
hematological indications.

(b) From other T-cell therapies:  Third parties and academic institutions are developing TCR-based cell therapies which are

directed to a multitude of shared targets including HPV-16 E6/E7, KRAS, MAGE-A1,

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MAGE-A3, MAGE A3/A6, MAGE-A4, MART1, NRAS, NY-ESO-1, p53, PRAME, mesothelin, as well as personalized
neoantigen targets. These cell therapies are at a variety of preclinical and clinical development stage. There are additionally
third parties with T-cell therapy platforms capable of generating multiple TCR T-cell therapies or cell therapies potentially
directed to multiple targets or cell therapies which utilize T-cells and the immune system in similar ways, such as TRuC T-
cells being developed by TCR2 Therapeutics. Examples include Medigene AG’s PRAME TCR therapeutic candidate
(MDG1011), which has begun a Phase 1/2 clinical investigation in AML, MM and myelodysplastic syndromes and Immatics
N.V. which has several engineered TCR T-cell therapies in Phase 1 clinical trials for solid tumors.

(c) From other cell-based immunotherapy approaches: The immune system utilizes a number of different cell types and

processes. Other immunotherapy approaches may target different parts of the immune system including different types of T-
cells (for example, gamma delta T-cells), macrophage based systems, NK-cell based products, Marrow-infiltrating
lymphocytes (MILs) and virus-specific T-cells.

(d) From other therapeutic product types. In any indication that we address there may be multiple other product modalities

which are already being marketed and where we will have to show increased benefit to patients, or which are in clinical trials.
Where products receive approval and start being used within the patient setting, such products can also impact our ability to
complete clinical development and obtain information around the safety and efficacy of our own products.

Where we see competition in any indication and a competitor receives marketing approval before our cell therapy, we will need to

demonstrate increased efficacy over the competing product. We may also see competition in relation to areas that are still in research and
development. For example, allogeneic approaches to cell therapies are being developed by multiple third parties, for example, Fate
Therapeutics Inc., Allogene Therapeutics and Takeda Pharmaceuticals Limited. Given the potential advantage such therapies have over
autologous cell therapy products, such approaches may increasingly impact our ability to further develop and progress with our cell
therapies which is why we have focused on also developing our own equivalent “off-the-shelf” products in parallel.

Government Regulation and Product Approvals

Government authorities in the U.S., at the federal, state and local level, and in other countries and jurisdictions, including the EU
and U.K, extensively regulate, among other things, the research, development, testing, manufacture, quality control, approval, packaging,
storage, recordkeeping, labeling, advertising, promotion, distribution, marketing, post-approval monitoring and reporting, and import and
export of pharmaceutical products. The processes for obtaining regulatory approvals in the U.S. and in foreign countries and jurisdictions,
along with subsequent compliance with applicable statutes and regulations and other regulatory authorities, require the expenditure of
substantial time and financial resources. Failure to comply with the various federal, state and local level laws and requirements can also
result in severe penalties and restrictions to the business.

FDA Approval Process

In the U.S., therapeutic products, including drugs, biologics, and medical devices are subject to extensive regulation by the FDA.

The Federal Food, Drug, and Cosmetic Act (the “FDC Act”), and other federal and state statutes and regulations, govern, among other
things, the research, development, testing, manufacture, storage, recordkeeping, approval, labeling, promotion and marketing, distribution,
post-approval monitoring and reporting, sampling, and import and export of pharmaceutical products. Some biological products are subject
to regulation under the FDC Act. Most biological products are approved for marketing under provisions of the Public Health Service Act
(“PHSA”) via a BLA. The application process and requirements for approval of BLAs are generally similar to those for new drug
applications (“NDAs”), and biologics are associated with generally similar, if not greater, approval risks and costs as drugs. Failure to
comply with applicable U.S. requirements may subject a company to a variety of administrative or judicial sanctions, such as FDA refusal
to approve pending NDAs or BLAs, warning or untitled letters, product recalls, product seizures, total or partial suspension of production
or distribution, injunctions, fines, civil penalties, and criminal prosecution.

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Biological product development for a new product or certain changes to an approved product in the U.S. typically involves
preclinical laboratory and animal tests, the submission to the FDA of an Investigational New Drug application (“IND”), which must
become effective before human clinical testing may commence, and adequate and well-controlled clinical trials to establish the safety and
effectiveness of the drug for each indication for which FDA approval is sought. Satisfaction of FDA pre-market approval requirements
typically takes many years and the actual time required may vary substantially based upon the type, complexity, and novelty of the product
or disease.

The FDA may order the temporary, or permanent, discontinuation of a clinical trial at any time, or impose other sanctions, if it
believes that the clinical trial either is not being conducted in accordance with FDA requirements or presents an unacceptable risk to the
clinical trial patients. An Investigational Review Board (“IRB”) may also require the clinical trial at the site to be halted, either temporarily
or permanently, for failure to comply with the IRB’s requirements, or may impose other conditions.

Clinical trials to support BLAs for marketing approval are typically conducted in three sequential phases, but the phases may

overlap. In Phase 1, the initial introduction of the biologic into healthy human subjects or patients, the product is tested to assess
metabolism, pharmacokinetics, pharmacological actions, side effects associated with increasing doses, and, if possible, early evidence on
effectiveness. Phase 2 usually involves trials in a limited patient population to determine the effectiveness of the drug or biologic for a
particular indication, dosage tolerance, and optimum dosage, and to identify common adverse effects and safety risks. If a compound
demonstrates evidence of effectiveness and an acceptable safety profile in Phase 2 evaluations, Phase 3 trials are undertaken to obtain the
additional information about clinical efficacy and safety in a larger number of patients, typically at geographically dispersed clinical trial
sites, to permit the FDA to evaluate the overall benefit-risk relationship of the drug or biologic and to provide adequate information for the
labeling of the product.

After completion of the required clinical testing, a BLA is prepared and submitted to the FDA. FDA approval of the BLA is

required before marketing of the product may begin in the U.S.. The BLA must include the results of all preclinical, clinical, and other
testing, compilation of data relating to the product’s pharmacology, chemistry, manufacture, and controls as well as proposed labeling for
the product. The FDA has 60 days from its receipt of a BLA to determine whether the application will be accepted for filing based on the
agency’s threshold determination that it is sufficiently complete to permit substantive review. Once the submission is accepted for filing,
the FDA begins an in-depth review. The FDA has agreed to certain performance goals in the review of BLAs. Most such applications for
standard review biologic products are reviewed within 10 months of the date the FDA receives the BLA; most applications for priority
review biologics are reviewed within six months of the date the FDA receives the BLA. Priority review can be applied to a biologic that the
FDA determines has the potential to treat a serious or life-threatening condition and, if approved, would be a significant improvement in
safety or effectiveness compared to available therapies. The review process for both standard and priority review may be extended by the
FDA for three additional months to consider certain late-submitted information, or information intended to clarify information already
provided in the submission.

After the FDA evaluates the BLA, it issues either an approval letter or a complete response letter. A complete response letter

generally outlines the deficiencies in the submission and may require substantial additional testing, or information, in order for the FDA to
reconsider the application. If, or when, those deficiencies have been addressed to the FDA’s satisfaction in a resubmission of the BLA, the
FDA will issue an approval letter. The FDA has committed to reviewing such resubmissions in two or six months depending on the type of
information included.

An approval letter authorizes commercial marketing of the biologic with specific prescribing information for specific indications.
As a condition of BLA approval, the FDA may require a risk evaluation and mitigation strategy (“REMS”) to help ensure that the benefits
of the biologic outweigh the potential risks. REMS can include medication guides, communication plans for healthcare professionals, and
elements to assure safe use (“ETASU”). ETASU can include, but are not limited to, special training or certification for prescribing or
dispensing, dispensing only under certain circumstances, special monitoring, and the use of patient registries.

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Expedited Pathways

The FDA is required to facilitate the development, and expedite the review, of biologics that are intended for the treatment of a
serious or life- threatening disease or condition for which there is no effective treatment and which demonstrate the potential to address
unmet medical needs for the condition. These expedited programs include fast track designation, breakthrough therapy designation and
RMAT designation (Regenerative Medicine Advanced Therapy designation), accelerated approval, and priority review designation.

Orphan Drug Designation

Under the Orphan Drug Act, the FDA may grant orphan drug designation to biological products intended to treat a rare disease or

condition, generally a disease or condition that affects fewer than 200,000 individuals in the U.S., or if it affects more than 200,000
individuals in the U.S., there is no reasonable expectation that the cost of developing and making a product available in the U.S. for such
disease or condition will be recovered from sales of the product. Orphan drug designation must be requested before submitting a BLA.
After the FDA grants orphan drug designation, the identity of the biological product and its potential orphan use are disclosed publicly by
the FDA. Orphan drug designation does not convey any advantage in, or shorten the duration of, the regulatory review and approval
process. The first BLA applicant to receive FDA approval for a particular active moiety to treat a particular disease with FDA orphan drug
designation is entitled to a seven-year exclusive marketing period in the U.S. for that product for that indication. During the seven-year
exclusivity period, the FDA may not approve any other applications to market a biological product containing the same active moiety for
the same disease, except in limited circumstances, such as a showing of clinical superiority to the product with orphan drug exclusivity. A
product is clinically superior if it is safer, more effective or makes a major contribution to patient care. Orphan drug exclusivity does not
prevent the FDA from approving a different drug or biological product for the same disease or condition, or the same biological product for
a different disease or condition. Among the other benefits of orphan drug designation are tax credits for certain research and a waiver of the
BLA user fee.

Pediatric Information

Under the Pediatric Research Equity Act, or PREA, NDAs or BLAs or efficacy supplements to NDAs or BLAs must contain data

to assess the safety and effectiveness of the biological product for the claimed indications in all relevant pediatric subpopulations and to
support dosing and administration for each pediatric subpopulation for which the biological product is safe and effective. The FDA may
grant full or partial waivers, or deferrals, for submission of data. Unless otherwise required by regulation, PREA does not apply to any
biological product for an indication for which orphan designation has been granted. Under the Best Pharmaceuticals for Children Act, or 
BPCA, a sponsor that qualifies for “pediatric exclusivity” is entitled to an additional six months of market exclusivity if it complies with a 
Written Request, or WR, issued by FDA for pediatric studies.  The sponsor may apply to FDA to issue a WR.  Pediatric exclusivity may 
apply to patent rights and to FDA regulatory exclusivity and operates by adding six months of exclusivity on to the end of the latest-
expiring form of exclusivity.  To qualify for pediatric exclusivity, at least one of those rights must still be currently in force at the time FDA 
approves the pediatric studies.

Additional Controls for Biologics

To help reduce the increased risk of the introduction of adventitious agents, the PHSA emphasizes the importance of

manufacturing controls for products whose attributes cannot be precisely defined. The PHSA also provides authority to the FDA to
immediately suspend licenses in situations where there exists a danger to public health, to prepare or procure products in the event of
shortages and critical public health needs, and to authorize the creation and enforcement of regulations to prevent the introduction or spread
of communicable diseases in the U.S. and between states.

After a BLA is approved, the product may also be subject to official lot release as a condition of approval. As part of the
manufacturing process, the manufacturer is required to perform certain tests on each lot of the product before it is released for distribution.
If the product is subject to official release by the FDA, the manufacturer submits samples of each lot of product to the FDA together with a
release protocol showing a summary of the history of manufacture of

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the lot and the results of all of the manufacturer’s tests performed on the lot. The FDA may also perform certain confirmatory tests on lots
of some products, such as viral vaccines, before releasing the lots for distribution by the manufacturer. In addition, the FDA conducts
laboratory research related to the regulatory standards on the safety, purity, potency, and effectiveness of biological products. As with
drugs, after approval of biologics, manufacturers must address any safety issues that arise, are subject to recalls or a halt in manufacturing,
and are subject to periodic inspection after approval.

Biosimilars

The Biologics Price Competition and Innovation Act of 2009, or BPCIA, created an abbreviated approval pathway for biological

products shown to be highly similar to or interchangeable with an FDA-licensed reference biological product. Under the BPCIA, a
biological product may be deemed biosimilar to an FDA-approved biological product or reference biological product upon a showing that
there are no differences in conditions of use, route of administration, dosage form, and strength, and no clinically meaningful differences
between the biological product and the reference product in terms of safety, purity, and potency.

A reference biologic is granted 12 years of marketing exclusivity from the time of first licensure of the reference product, which
includes four years from the date of licensure of the reference product during which no application for a biosimilar can be submitted. The
first biologic product submitted under the abbreviated approval pathway that is determined to be interchangeable with the reference product
has exclusivity against a finding of interchangeability for other biologics for the same condition of use for the lesser of (i) one year after
first commercial marketing of the first interchangeable biosimilar, (ii) 18 months after the first interchangeable biosimilar is approved if
there is no patent challenge, (iii) 18 months after resolution of a lawsuit over the patents of the reference biologic in favor of the first
interchangeable biosimilar applicant, or (iv) 42 months after the first interchangeable biosimilar’s application has been approved if a patent
lawsuit is ongoing within the 42-month period.

Post-Approval Requirements

Once a BLA is approved, a product will be subject to certain post-approval requirements. For instance, the FDA closely regulates
the post-approval marketing and promotion of biologics, including standards and regulations for direct-to-consumer advertising, off-label
promotion, industry- sponsored scientific and educational activities and promotional activities involving the internet. Biologics may be
marketed only for the approved indications and in accordance with the provisions of the approved labeling.

Adverse event reporting and submission of periodic reports is required following FDA approval of a BLA. The FDA also may
require post-marketing testing, known as Phase 4 testing, REMS, and surveillance to monitor the effects of an approved product, or the
FDA may place conditions on an approval that could restrict the distribution or use of the product. In addition, quality control, biological
product manufacture, packaging, and labeling procedures must continue to conform to cGMPs after approval.

FDA Regulation of Companion Diagnostics

If safe and effective use of a therapeutic product depends on an in vitro diagnostic, then the FDA generally will require approval

or clearance of the diagnostic, known as a companion diagnostic, at the same time that the FDA approves the therapeutic product. The FDA
has generally required in vitro companion diagnostics intended to select the patients who will respond to cancer treatment to obtain
marketing approval through the pre-market approval (“PMA”) process for that diagnostic simultaneously with approval of the therapeutic.
The review of these in vitro companion diagnostics in conjunction with the review of a cancer therapeutic involves coordination of review
by the FDA’s Center for Biologics Evaluation and Research and by the FDA’s Center for Devices and Radiological Health.

The PMA process involves a rigorous premarket review during which the applicant must prepare and provide the FDA with

reasonable assurance of the device’s safety and effectiveness and information about the device and its components regarding, among other
things, device design, manufacturing and labeling. In addition, PMAs for certain

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devices must generally include the results from extensive preclinical and adequate and well-controlled clinical trials to establish the safety
and effectiveness of the device for each indication for which FDA approval is sought.

Successful PMA approval is uncertain, and the FDA may ultimately respond to a PMA submission with a not approvable

determination based on deficiencies in the application and require additional clinical trial or other data that may be expensive and time-
consuming to generate and that can substantially delay approval. If the FDA finds the PMA application is approvable, the FDA typically
issues an approvable letter requiring the applicant’s agreement to specific conditions, such as changes in labeling, or specific additional
information, such as submission of final labeling, in order to secure final approval of the PMA. If the FDA concludes that the applicable
criteria have been met, the FDA will issue a PMA for the approved indications, which can be more limited than those originally sought by
the applicant. The PMA can include post-approval conditions that the FDA believes necessary to ensure the safety and effectiveness of the
device, including, among other things, restrictions on labeling, promotion, sale and distribution.

Anti-Kickback, False Claims Laws

In addition to FDA restrictions on marketing of pharmaceutical products, several other types of state and federal laws have been

applied to restrict certain marketing practices in the pharmaceutical industry in recent years. These laws include anti-kickback statutes,
false claims statutes, and other statutes pertaining to health care fraud and abuse. The federal healthcare program anti-kickback statute
prohibits, among other things, knowingly and willfully offering, paying, soliciting or receiving remuneration to induce, or in return for,
purchasing, leasing, ordering or arranging for the purchase, lease or order of any healthcare item or service reimbursable under Medicare,
Medicaid, or other federally financed healthcare programs. Violations of the anti-kickback statute are punishable by imprisonment, criminal
fines, civil monetary penalties, and exclusion from participation in federal healthcare programs.

Federal false claims laws prohibit any person from knowingly presenting, or causing to be presented, a false claim for payment to

the federal government, or knowingly making, or causing to be made, a false statement to have a false claim paid. In addition, certain
marketing practices, including off-label promotion, may also violate false claims laws. Additionally, the Healthcare Reform Act amended
the federal false claims law such that a violation of the federal healthcare program anti-kickback statute can serve as a basis for liability
under the federal false claims law.

Other federal statutes pertaining to healthcare fraud and abuse include the civil monetary penalties statute, which prohibits the

offer or payment of remuneration to a Medicaid or Medicare beneficiary that the offeror/payor knows or should know is likely to influence
the beneficiary to order a receive a reimbursable item or service from a particular supplier, and the healthcare fraud statute, which prohibits
knowingly and willfully executing or attempting to execute a scheme to defraud any healthcare benefit program or obtain by means of false
or fraudulent pretenses, representations, or promises any money or property owned by or under the control of any healthcare benefit
program in connection with the delivery of or payment for healthcare benefits, items, or services.

Other Federal and State Regulatory Requirements

Various federal, state and local laws, regulations, and recommendations relating to safe working conditions, laboratory practices,
the experimental use of animals, the environment and the purchase, storage, movement, import, export, use, and disposal of hazardous or
potentially hazardous substances, including radioactive compounds and infectious disease agents, used in connection with our research are
applicable  to  our  activities.  They  include,  among  others,  the  U.S.  Atomic  Energy  Act,  the  Clean  Air  Act,  the  Clean  Water  Act,  the
Occupational  Safety  and  Health  Act,  the  National  Environmental  Policy  Act,  the  Toxic  Substances  Control  Act,  and  Resources
Conservation and Recovery Act, national restrictions on technology transfer, import, export, and customs regulations, and other present and
possible future local, state, or federal regulation.

European Union, UK and Rest of the World Regulation

In addition to regulations in the U.S., we are subject to a variety of regulations in other jurisdictions both due to the location of our

facilities and the fact that we are engaging in clinical programs outside of the U.S. and will need to obtain worldwide regulatory approval
for our TCR therapeutic candidates. In particular we have clinical trials ongoing in

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the United Kingdom and in certain countries in the European Union (“EU”) and are subject to regulations relating to performance of those
clinical trials and manufacture and supply of our cell therapies in those countries. Prior to supplying any cell therapy in any country or
starting any clinical trials in any country outside of the U.S. we must obtain the requisite approvals from regulatory authorities in such
countries. The existence of a U.S. regulatory approval does not guarantee that regulatory approvals will be obtained in other countries in
which we wish to conduct clinical trials or market our cell therapies. In the EU, for example, a clinical trial application must be submitted
to each country’s national health authority and an independent ethics committee, much like the FDA and IRB, respectively prior to any
clinical trial being conducted in the relevant country. A marketing authorization application is then submitted to the EMA for approval by
the European Commission. Finally, prior to any commercial supply, a pricing and reimbursement application is submitted to each relevant
country’s national or local health authority(ies).

The requirements and process governing the conduct of clinical trials, product licensing, pricing and reimbursement vary from

country to country. In all cases, the clinical trials are conducted in accordance with Good Clinical Practice (“GCP”) and the applicable
regulatory requirements and the ethical principles that have their origin in the Declaration of Helsinki. However, the interpretation of these
requirements may well differ from country to country.

Review and Approval of Drug Products Outside of the U.S.

In order to market any product outside of the U.S., a company must also comply with numerous and varying regulatory
requirements of other countries and jurisdictions regarding quality, safety and efficacy and governing, among other things, clinical trials,
marketing authorization, commercial sales and distribution of products. Whether or not it obtains FDA approval for a product, the company
would need to obtain the necessary approvals by the comparable foreign regulatory authorities before it can commence clinical trials or
marketing of the product in those countries or jurisdictions. The approval process ultimately varies between countries and jurisdictions and
can involve additional product testing and additional administrative review periods. The time required to obtain approval in other countries
and jurisdictions might differ from and be longer than that required to obtain FDA approval. Regulatory approval in one country or
jurisdiction does not ensure regulatory approval in another, but a failure or delay in obtaining regulatory approval in one country or
jurisdiction may negatively impact the regulatory process in others.

Procedures Governing Approval of Products in the EU and U.K.

Pursuant to the European Clinical Trials Directive, a system for the approval of clinical trials in the EU has been implemented

through national legislation of the member states. Under this system, an applicant must obtain approval from the competent national
authority of a EU member state in which the clinical trial is to be conducted. Furthermore, the applicant may only start a clinical trial after a
competent ethics committee has issued a favorable opinion. A clinical trial application must be accompanied by an investigational
medicinal product dossier with supporting information prescribed by the European Clinical Trials Directive and corresponding national
laws of the member states and further detailed in applicable guidance documents. Similar approval requirements apply in the UK and a
clinical trial application must be made to the UK regulatory authority (MHRA) prior to starting any clinical trial.

To obtain marketing approval of a product under EU regulatory systems, an applicant must submit a marketing authorization

application, or MAA, either under a centralized or decentralized procedure. The centralized procedure provides for the grant of a single
marketing authorization by the European Commission that is valid for all EU member states. The centralized procedure is compulsory for
specific products, including for medicines produced by certain biotechnological processes, products designated as orphan medicinal
products, advanced therapy medicinal products and products with a new active substance indicated for the treatment of certain diseases. For
products with a new active substance indicated for the treatment of other diseases and products that are highly innovative or for which a
centralized process is in the interest of patients, the centralized procedure may be optional.

Under the centralized procedure, the Committee for Medicinal Products for Human Use, or the CHMP, established at the EMA is 

responsible for conducting the scientific assessment of a product. The CHMP is also responsible for several post-authorization and 
maintenance activities, such as the assessment of modifications or extensions to an existing marketing authorization.  For advanced therapy 
medicinal products (ATMPs), the scientific 

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evaluation of MAA is primarily performed by the Committee for Advanced Therapies (CAT).  The CAT prepares a draft opinion of each 
ATMP subject to a MAA which is sent for final approval to the CHMP.  

Under the centralized procedure in the EU, the maximum timeframe for the evaluation of an MAA is 210 days, excluding clock
stops, when additional information or written or oral explanation is to be provided by the applicant in response to questions of the CHMP.
Accelerated evaluation might be granted by the CHMP in exceptional cases, when a medicinal product is of major interest from the point of
view of public health and in particular from the viewpoint of therapeutic innovation. In this circumstance, the EMA ensures that the
opinion of the CHMP is given within 150 days. Then, the European Commission grants or refuses the marketing authorization, following a
procedure that involves representatives of the member states. Although the CHMP's opinion is not binding, the Commission's decision to
grant or refuse the market authorization is frequently in accordance with the CHMP's assessment except in very rare cases. For marketing
approval in the U.K, an application for marketing approval will be made for the MHRA and follows a similar process to that used in the
EU.

Marketing authorization is valid for five years in principle and the marketing authorization may be renewed after five years on the

basis of a re-evaluation of the risk-benefit balance by the EMA or by the competent authority of the authorizing member state or in the
U.K. To this end, the marketing authorization holder must provide the EMA or the competent authority with a consolidated version of the
file in respect of quality, safety and efficacy, including all variations introduced since the marketing authorization was granted, at least
six months before the marketing authorization ceases to be valid. Once renewed, the marketing authorization is valid for an unlimited
period, unless the Commission or the competent authority decides, on justified grounds relating to pharmacovigilance, to proceed with one
additional five-year renewal. Any authorization which is not followed by the actual placing of the drug on the EU market (in case of
centralized procedure) or on the market of the authorizing member state within three years after authorization ceases to be valid (the so-
called sunset clause).

As a result of Brexit, as of January 1, 2021, marketing authorizations granted on the basis of a centralized procedure in the EU are

only valid in Northern Ireland, but not in Great Britain (England, Scotland and Wales). However, prior EU authorizations have all been
automatically converted into U.K. marketing authorizations effective in Great Britain. UK rules require marketing authorization holders to
be established in the U.K. or in the EU/European Economic Area. EU rules require marketing authorization holders to be established in the
EU/European Economic Area and, in addition, that certain activities be performed in the EU, related for example to pharmacovigilance,
batch release and quality control. Marketing authorization holders may need to take steps to comply with these requirements aiming at
holding both a EU and a U.K. marketing authorization.

With regard to the sunset clause, from the perspective of the U.K, the period of three years during which the drug has not been

marketed in Great Britain will be restarted from the date of conversion to a Great Britain marketing authorization. From the perspective of
the EU, in case the drug has been marketed in the U.K, the placing on the U.K. market before the end of the Brexit transition period will be
taken into account. If, after the end of the Brexit transition period, the drug is not placed on any other market of the remaining member
states of the EU, the three year period for the sunset clause will start running from the last date the drug was placed on the U.K. market
before the end of the Brexit transition period.

Legal Proceedings and Related Matters

From time to time, we may be party to litigation that arises in the ordinary course of our business. We do not have any pending

litigation that, separately or in the aggregate, would, in the opinion of management, have a material adverse effect on our results of
operations, financial condition or cash flows.

Employees and Human Capital Management

As of December 31, 2021, we had 494 employees. Of these employees, 366 were in research and development (including in
manufacturing and operations, and quality control and quality assurance) and 128 were in management and administrative functions
(including business development, finance, intellectual property, information technology and

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general administration). We have never had a work stoppage and none of our employees are covered by collective bargaining agreements or
represented by a labor union.

We value our employees and as a company work hard to employ those individuals that will work with us to achieve the objectives
of the Company and share our values. We engage with our employees in multiple ways including through companywide business meetings,
social events and smaller team events. We employ individuals based on their experience and ability to perform the applicable job and
encourage diversity in our workforce whenever possible. We have an equal opportunities policy which promotes the right of every
employee to be treated with dignity and respect and not to be harassed or bullied on any grounds. We employ individuals from
approximately 29 different nationalities within our U.K. and U.S. offices and are working to encourage diversity within our workforce.
During 2021, we established a Diversity and Inclusion Council with membership comprising diverse employees from all levels in the
Company. A Diversity and Inclusion Plan has been created and championed across the business by the CEO and executive team and
presented to the Board. D&I progress updates are reviewed regularly by the Board Remuneration Committee.

We have a performance-based reward scheme, bonus scheme and share option plan which all employees are entitled to participate

in. These schemes and other employee incentive programs are designed to retain employees. Over 2021, the total global attrition rate was
19.5% and we continually work to keep attrition to a minimum.

Other Information

The Company’s primary website is www.adaptimmune.com.  Information in the investor section and on our website is not part of 
this Annual Report on Form 10-K or any of our other securities filings unless specifically incorporated herein or therein by reference.  The
Company makes available, free of charge, at its corporate website, its Annual Report on Form 10-K, quarterly reports on Form 10-Q,
current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), as soon as reasonably practicable after they are electronically filed with the
Securities and Exchange Commission (“SEC”). The SEC maintains an internet site that contains reports, proxy and information statements
and other information regarding issuers that file electronically with the SEC at www.sec.gov.

Item 1A. Risk Factors.

Our business has significant risks. You should carefully consider the following risk factors as well as all other information
contained in this Annual Report, including our consolidated financial statements and the related notes, before making an investment
decision regarding our securities. The risks and uncertainties described below are those material risk factors currently known and specific
to us that we believe are relevant to our business, results of operations and financial condition. Additional risks and uncertainties not
currently known to us or that we now deem immaterial may also impair our business, results of operations and financial condition.

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Risk Factors Summary

The following is a summary of the principal risks that could adversely affect our business.

Risks Related to Our Financial Condition and Capital Requirements

● We have incurred net losses every year since inception and expect to continue to incur net losses in the future. If we are unable to

obtain additional financing or funding we may be unable to complete the development and commercialization of our cell
therapies.

● We may never generate revenue from sales of our cell therapies and become profitable and our generation of revenue depends on

our ability to timely progress our cell therapies through development.

Risks Related to the Development of Our Cell Therapies

● Our ability to fund our business and continue to develop our cell therapies is dependent on the data obtained from our ongoing

afami-cel (“SPEARHEAD-1”) and ADP-A2M4CD8 clinical trials (“SURPASS”).

● Our clinical trials and clinical data are at an early stage and future data may not support continued development of our cell

therapies.

● Clinical trials are time consuming and expensive and we may not be able to recruit patients as planned.

● Our cell therapies are novel and there is an increased risk that we may see unacceptable toxicities.

Risks Related to the Manufacture and Supply of Our Cell Therapies

● Manufacture of cell therapies is complex and we may encounter difficulties manufacturing and supplying our cell therapies to

patients, whether for clinical trials or for commercial purposes.

● We have our own manufacturing facility and our ability to manufacture cell therapies is dependent on our ability to maintain
regulatory approval for the facility, recruit employees required for manufacture, manufacture cell therapies reliably and
reproducibly and increase manufacturing and supply to meet the required demand.

● We are planning to open a new manufacturing facility for allogeneic cell therapies during 2022 and our ability to manufacture

allogeneic cell therapies on current timelines is dependent on (a) the timing of opening of the new facility; (b) our ability to obtain
regulatory approval for the facility; and (c) our ability to recruit the employees required for manufacture.

Risks Related to the Commercialization and Marketing of Our Cell Therapies

● We have never commercialized a product as a company and our ability to commercialize is dependent on our ability to increase

manufacturing capacity, set up processes and recruit employees required for such commercialization.

● We may not be able to obtain marketing approvals of our cell therapies as broadly as planned or on the timescales we plan.

Risks Related to the COVID-19 pandemic

● The COVID-19 pandemic has and may in the future materially delay our clinical programs and research programs, delay our

ability to treat patients where clinical sites decide to delay participation, interrupt our ability to carry out our normal processes and
cause delays with regulatory authorities.

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Risks Related to Government Regulation

● We are subject to significant regulatory, compliance and legal requirements and will continue to be subject to these requirements.

● Any commercialization of our cell therapies will also require approval for a companion diagnostic. We are reliant on a third party

for development of the companion diagnostic.

Risks Related to Our Reliance Upon Third Parties

● We are reliant on third parties for provision of services including manufacturing services and clinical research services, for the
provision of components and materials required for manufacturing, research and development and for the performance of our
collaborations.

Risks Related to Our Intellectual Property

● We may be forced to litigate to defend our intellectual property rights and we may be subject to patent infringement proceedings

brought against us by third parties.

● Our ability to be competitive depends, in part, on our ability to protect our proprietary technology including through patents and

through maintaining confidentiality in our trade secrets.

General Business Risks

● Our inability to continue to attract and retain qualified personnel may hinder our business.

● We expect to face intense competition from third parties and this competition may come from companies with significantly

greater resources and experience than we have.

● Failure of our information technology systems could significantly disrupt the operation of our business.

● The market price of our ADSs is subject to volatility.

For a more complete discussion of the risks we face as a business, please see the discussion below.

Risks Related to Our Financial Condition and Capital Requirements

We have incurred net losses every year since our inception and expect to continue to incur net losses in the future.

We have generated losses since our inception in 2008, during which time we have devoted substantially all of our resources to

research and development efforts relating to our cell therapies, including engaging in activities to manufacture and supply our cell therapies
for clinical trials, conducting clinical trials of our cell therapies, providing general and administrative support for these operations,
enhancing capabilities to support commercialization for ADP-A2M4 and protecting our intellectual property. For the years ended
December 31, 2021, 2020 and 2019, we incurred net losses of $158.1 million, $130.1 million and $137.2 million respectively. As of
December 31, 2021, we had accumulated losses of $743.8 million. We do not have any products approved for sale and have not generated
any revenue from product supplies or royalties. Based on our current plans, we do not expect to generate product or royalty revenues unless
and until we obtain marketing approval for, and commercialize, any of our SPEAR T-cells or other cell therapies.

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If we fail to obtain additional financing, we may be unable to complete the development and commercialization of our cell therapies.

We expect to continue incurring significant losses as we continue with our research and development programs and to incur

general and administrative costs associated with our operations. The extent of funding required to develop our cell therapies is difficult to
estimate given the novel nature of our cell therapies and their un-proven route to market and we may not have anticipated all the costs
required to meet our planned objectives. As of December 31, 2021, the Company had cash and cash equivalents of $149.9 million,
marketable securities of $219.6 million, and stockholders’ equity of $205.0 million. We expect to use these funds to advance and accelerate
the clinical development of our cell therapies, to further develop and enhance our manufacturing capabilities and secure a commercially
viable manufacturing platform for all of our cell therapies, to advance additional cell therapies into preclinical testing and progress such
cell therapies through to clinical trials, to support commercialization for ADP-A2M4 and to fund working capital, including for other
general corporate purposes. We believe that our cash and cash equivalents and marketable securities will be sufficient to fund our
operations, based upon our currently anticipated research and development activities and planned capital spending, into early 2024. This
belief is based on estimates that are subject to risks and uncertainties and may change if actual results differ from management’s estimates.
Our expenses may increase significantly in the event of any of the following:

● any requirement to outsource manufacture of our cell therapies to third parties, or acquire additional raw materials to

support manufacture in the event of any inability to manufacture at our own facilities;

● any requirement to conduct additional or further clinical trials or to treat additional patients to satisfy the regulatory

authorities that a cell therapy is safe or that it is efficacious and can be approved for marketing or to proceed to the next
stage of development;

● any requirement to vary, change or amend our current manufacturing processes;

● third party litigation, including patent litigation, being brought against the company;

● a requirement to pay any third party upfront, milestone, royalty or other payments in order to continue to develop or

commercialize any of our cell therapies;

● a requirement to create additional infrastructure to support our ongoing operations, including future commercialization

efforts;

● any inability to recruit patients to our clinical trials on a timely basis necessitating the need to open additional clinical

sites or otherwise enable increased recruitment;

● any unplanned capital expenditure including any requirement to increase or enhance manufacturing capability or invest

in additional manufacturing facilities;

● changes in the timing on when we receive payments from our third party collaborators, including GSK and Astellas; or

● inability of third parties to provide critical supplies on a timely basis necessitating alternative or additional third party

supplies to be put in place.

We cannot be certain that additional funding will be available on acceptable terms, or at all. We have no committed source of

additional capital and if we are unable to raise additional capital in sufficient amounts or on terms acceptable to us, we may have to
significantly delay, scale back or discontinue the development or commercialization of our cell therapies or other research and development
initiatives. Our license and supply agreements may also be terminated if we are unable to meet the payment obligations under these
agreements. We could be required to seek collaborators for our cell therapies at an earlier stage than otherwise would be desirable or on
terms that are less

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favorable to us than might otherwise be available or relinquish or license on unfavorable terms our rights to our cell therapies in markets
where we otherwise would seek to pursue development or commercialization ourselves.

Our current cash projections include reliance on the ability to obtain certain tax credits and the operation of certain tax regimes within
the U.K. Should these cease to be available, this could impact our ongoing requirement for investment and the timeframes within which
additional investment is required.

As a company that carries out extensive research and development activities, we benefit from the U.K. research and development

tax credit regime for small and medium sized companies, whereby our principal research subsidiary company, Adaptimmune Limited, is
able to surrender the trading losses that arise from its research and development activities for a payable tax credit of up to approximately
33.4% of eligible research and development expenditures. Qualifying expenditures largely comprise employment costs for research staff,
consumables and certain internal overhead costs incurred as part of research projects. Subcontracted research expenditures are eligible for a
cash rebate of up to approximately 21.7%. The majority of our pipeline research, clinical trials management and manufacturing
development activities, all of which are being carried out by Adaptimmune Limited, are eligible for inclusion within these tax credit cash
rebate claims.

We may not be able to continue to claim research and development tax credits (R&D tax credits) in the future as we increase our

personnel and expand our business because we may no longer qualify as an SME (small or medium-sized enterprise). In order to qualify as
an SME for R&D tax credits, we must continue to be a company with fewer than 500 employees and also have either an annual turnover
not exceeding €100 million or a balance sheet not exceeding €86 million. Once we no longer qualify for SME R&D tax credits, it is likely
we would qualify for the U.K. research and development expenditure credit scheme (the “RDEC Scheme”) which is claimable by large
companies. The cash credit rate for the RDEC Scheme is currently approximately 10.5% of qualifying expenditure in comparison to
approximately 33.4% for SME R&D credits. In addition, the types of qualifying expenditure are more restricted under the RDEC Scheme,
in that certain subcontracted costs can no longer qualify for relief. The U.K. government has proposed some changes to the U.K. research
and development credit rules from 2023, which include potential restrictions in the eligibility of costs where research and development
activities are performed overseas. If implemented these changes are likely to give rise to a reduction in our U.K. research and development
credit claims in the future.

We may also benefit in the future from the U.K.’s “patent box” regime, which would allow certain profits attributable to revenues

from patented products to be taxed at a rate of 10%. As we have many different patents covering our products, future upfront fees,
milestone fees, product revenues, and royalties could be taxed at this favorably low tax rate. When taken in combination with the enhanced
relief available on our research and development expenditures, we expect a long-term lower rate of corporation tax to apply to us. If,
however, there are unexpected adverse changes to the U.K. research and development tax credit regime or the “patent box” regime, or we
are unable to qualify for such advantageous tax legislation, our business, results of operations and financial condition may be adversely
affected.

Our ability to generate revenue from sales of our cell therapies and become profitable depends on our ability to progress our cell
therapies through development.

We have no cell therapies approved for commercial sale, have not generated any revenue from sales of our cell therapies, and do
not anticipate generating any revenue from sales of our cell therapies until sometime after we receive regulatory approval, if at all, for the
commercial sale of a cell therapy. We may never become profitable.

Our ability to generate revenue and achieve profitability depends on many factors, including:

● progressing our cell therapies through preclinical development and clinical development without substantial delays;

● demonstrating a favorable benefit (efficacy parameters): risk (safety) for our cell therapies;

● obtaining regulatory approvals and marketing authorizations for our cell therapies for which we or our collaborator complete

clinical trials;

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● developing sustainable and scalable manufacturing and supply processes for our cell therapies to support commercial supply;

● obtaining market acceptance, pricing and reimbursement of our cell therapies as viable treatment options;

● the costs of commercializing any cell therapy;

● the indications any cell therapy is approved in and the patient population treatable with any cell therapy; and

● our ability to develop and obtain approval for the companion diagnostic assay required for administration of our cell

therapies.

Risks Related to the Development of Our Cell Therapies

We are heavily reliant on the data obtained from our ongoing ADP-A2M4CD8 clinical trials.

Our ability to obtain additional financing is dependent on the data from our ADP-A2M4CD8 (“SURPASS”, “SURPASS-2” and

“SURPASS-3”) clinical trials among other factors. Data from any of these trials might not be sufficient to enable us to further develop
ADP-A2M4CD8 or other cell therapies within the pipeline. If we do not see sufficiently positive data in any of these clinical trials or if we
see an adverse side effect profile preventing continuation of any clinical trials, we may not be able to obtain the additional financing
required to fund our anticipated business operations. This in turn may necessitate delays in planned activities, including the
commercialization of ADP-A2M4 in synovial sarcoma and our ability to progress other cell therapies into and through clinical
development.

Our cell therapy products require significant additional clinical testing before we can seek regulatory approval and begin
commercialization.

Our cell therapies may not achieve regulatory approval or proceed to the next stage of development. All of our cell therapies

require further clinical development before a BLA can be filed with any regulatory authority to permit commercialization. Results seen in
early clinical trials, for example, with our ADP-A2M4, ADP-A2M4CD8, and ADP-A2AFP cell therapy candidates may not be predictive
of the data we will obtain in our later phase clinical trials. Negative results in any cell therapy clinical program may also impact our ability
to continue with clinical development of other similar cell therapies. Although each cell therapy may target a different cancer peptide or
protein, the underlying technology platform and other aspects of our clinical programs are the same or substantially similar for many of our
cell therapies. Accordingly, a failure or delay in any one program may affect the ability to obtain regulatory approval to continue or conduct
clinical programs for other cell therapies.

The data produced in our ongoing clinical trials is at an early stage and future data may not support continued progression of any of
our therapies through development.

The patient response data that has been reported in our trials (excluding SPEARHEAD-1 in synovial sarcoma patients) represents

data from small numbers of patients within each study at the applicable dosing level. As such, the data is initial data and there is no
assurance that any responses will persist, that we will see responses in any other patients or that such patients will not suffer severe adverse
events which may result in a delay or halt to any clinical trial. Further data may be required in order to progress cell therapies to the next
stage of development. Negative results in one clinical trial may also impact ability to proceed with development in other clinical trials
given the common technology platform and similarity of other aspects of our clinical programs.

Like other biologic products, we expect there may be greater variability in results for cell therapies which are administered on a
patient-by-patient basis than for “off-the-shelf” products, like many other biologics. There is typically an extremely high rate of attrition
from the failure of any products proceeding through clinical trials. Cell therapies in later stages of clinical trials may fail to show the
desired safety and efficacy profile despite having progressed through

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preclinical programs and initial clinical trials. A number of companies in the biopharmaceutical industry have suffered significant setbacks
in advanced clinical trials due to lack of efficacy or unacceptable safety issues, notwithstanding promising results in earlier trials. Most
biologic candidates that begin clinical trials are never approved by regulatory authorities for commercialization. We may therefore be
unsuccessful in demonstrating the required efficacy and safety profile from the performance of any of our clinical programs.

We are aware that certain patients do not respond to our SPEAR T-cells and that other patients may relapse or cease to present the
peptide being targeted by such SPEAR T-cells. The percentage of the patient population in which these events may occur is unknown, but
the inability of patients to respond and the possibility of relapse may impact our or our collaborator’s ability to conduct clinical trials, to
obtain regulatory approvals, if at all, and to successfully commercialize any SPEAR T-cell.

We plan to provide further data updates as and when the applicable data is believed to be sufficiently mature.  Given the nature of

T-cell therapies and the time taken to observe patient responses to our SPEAR T-cells, we cannot provide any assurance that further data
updates will be provided frequently or that such data updates will be available at any particular time.

We may not be able to commence additional clinical trials for cell therapies on the timeframes we expect.

Progression of new cell therapies into clinical trials is inherently risky and dependent on the results obtained in preclinical

programs, the results of other clinical programs and any other activities which may impact our ability to commence clinical trials, for
example, availability of manufacturing process and components. If any issues are identified during any cell therapy development, we may
experience significant delays in development of pipeline candidates and in existing clinical programs. This may also impact our ability to
achieve certain financial milestones and the expected timeframes to market any of our cell therapies.

The FDA or other regulatory authorities may not approve any IND (or equivalent application) for any of our future cell therapies,
or for new indications for our cell therapies already in clinical trials, or may require amendments to existing protocols (including as a result
of the COVID-19 pandemic). For example, we amended the protocols for all of our pending and on-going ADP-A2M4 and ADP-A2M10
clinical trials in response to reported serious adverse events (“SAEs”) of prolonged serious pancytopenia in our clinical trials for ADP-
A2M4 and ADP-A2M10 in two patients treated with the highest lymphodepletion regimen. Such amendments and updates may delay our
clinical trials, may require changes or resubmission of our INDs, or may result in or be related to a halt in our planned or contemplated
clinical trials.

We are continuing to expand our clinical trial footprint in Europe. This requires gaining the approval of country specific review

bodies for GMO application and Clinical Trial Application (“CTA”). As this is not a harmonized process, the requirements can vary
considerably, and delays can be incurred at a country level. For example, the information required in relation to manufacturing processes or
assays may differ between countries and may require additional testing to be conducted in order for approval to be obtained.

T-cell therapy is a novel approach to cancer treatment that creates significant increased risk in terms of side-effect profile.

Development of a pharmaceutical or biologic therapy or product has inherent risks based on differences in patient population and

responses to therapy and treatment. The mechanism of action and impact on other systems and tissues within the human body following
administration of our cell therapies is complex and not completely understood, which means that we cannot predict the long-term effects of
treatment with any of our cell therapies (whether by us or a collaborator). In addition, it is not possible for any pre-clinical safety package
to completely identify all potential safety risks. For example, there is a risk that the target (or similar) peptide to which any SPEAR T-cell is
directed may be present in both patients’ cancer cells and other non-cancer cells and tissues. Cross-reactivity or allo-reactivity (binding to
peptides presented on other HLA types) could also occur where the affinity-enhanced engineered TCR contained within any cell therapy
including SPEAR T-cells binds to peptides presented by HLAs other than the HLA type for which the relevant TCR was developed. Should
any of these cross-reactivities occur, patients may suffer a range of side effects

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associated with the SPEAR T-cell binding to both the cancer cells and/or other cells and tissues and such side effects could cause patient
death. The extent of these side effects will depend on which cells and tissues are affected as well as the degree to which the target (or
similar) peptide is expressed in these cells and tissues. One of our prior SPEAR T-cells, designed to target an HLA-1 restricted MAGE-A3
cancer-specific peptide, recognized another unrelated peptide from a protein called TITIN, expressed within normal cardiac and other
muscle tissues in patients. As a result of this cross-reactivity to the TITIN protein in the heart, two patients died during our MAGE-A3
clinical program, the program was put on pause, then formally placed on hold by the FDA, after which we terminated the program.

Any unacceptable toxicities arising in ongoing clinical programs could result in suspension or termination of those clinical
programs. The more SAEs that are reported the greater the risk of suspension of termination of clinical programs, even where the SAEs are
unrelated to each other or to our cell therapies. Our patients undergo lymphodepletion prior to receiving our SPEAR T-cells which leaves
them immune-compromised for a period of time after the lymphodepletion and increases their risk of contracting other unrelated diseases
or pathogens including COVID-19. The treatment regimen used in our protocols, in particular the use of chemotherapy, also carries an
inherent risk of cytopenia (including pancytopenia), where blood cell levels reduce to lower than normal. If blood cell levels do not recover
sufficiently the patient may suffer serious adverse events, which may even be life threatening. There have been multiple events of
pancytopenia as well as SAEs similar to those reported across our clinical trials; these are multifactorial in etiologies and could result in
regulatory authorities imposing a hold on one or more clinical programs whilst the events are investigated further. Serious adverse events
seen with other immunotherapy products, such as the severe cytokine release syndrome (“CRS”) and neurotoxicity events observed with
CD19-directed CAR-T cell treatments, may also occur at any stage of the clinical program. Further, following infusion of any SPEAR T-
cells, there may be a transient inflammatory reaction of the disease to the treatment. Symptoms in any given subject would be dependent on
the location and other characteristics of their tumor. For example, subjects with lung tumors may experience dyspnea. Cardiac toxicities
may be observed in patients with pre-existing cardiac or pericardial masses. These inflammatory reactions and related symptoms may be
mild and self-limited, but can be severe, potentially life-threatening and require medical intervention.

Any side effects may also result in the need to perform additional trials, which will delay regulatory approval for such cell

therapies and require additional resources and financial investment to bring the relevant cell therapy to market.

Use of cell therapies in combination with other third party products or therapies may increase or exacerbate side effects that have

been seen with our cell therapies alone or may result in new side effects that have not previously been identified with our cell therapies
alone. Any undesirable side effects seen in combination trials may affect our ability to continue with and obtain regulatory approval for the
combination therapy, but may also impact our ability to continue with and obtain regulatory approval for our cell therapies alone.

Summary information on adverse events seen in relation to each of our cell therapies are provided below based on data cuts as of
the dates stated. Where we have become aware of material safety events after the date of any data cut, a description of such events is also
included.

● As of December 27, 2021, for ADP-A2M4 studies:

Adverse events occurring in >10% of patients treated with ADP-A2M4 (N=107) considered by investigators to be at least possibly
related to ADP-A2M4 include CRS, neutropenia/neutrophil count decreased, pyrexia, fatigue, leukopenia/WBC decreased,
lymphopenia/ lymphocyte count decreased, sinus tachycardia/tachycardia, nausea, decreased appetite, hypotension, rash,
thrombocytopenia/platelet count decreased, chills, and dyspnea.

SAEs, considered by investigators to be at least possibly related to ADP-A2M4, were reported for 31 (29%) patients under the ADP-
A2M4 program.  These events include CRS, empyema, sepsis, pleural effusion, pneumothorax, pulmonary embolism, pyrexia,
anemia, aplastic anemia, pancytopenia, cerebrovascular accident, encephalopathy, neurotoxicity, arrhythmia, alanine aminotransferase
increased, aspartate aminotransferase increased, blood alkaline phosphatase increased, platelet count decreased, lymphoproliferative
disorder, deep vein thrombosis, superior vena cava occlusion, acute kidney injury and rash.  Two of these patients have had treatment

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related fatal SAE reports: one patient experienced pancytopenia/aplastic anemia and the other experienced a cerebrovascular accident
(stroke).

● As of December 6, 2021, for ADP-A2M4CD8:

The adverse events occurring in >10%  of patients treated with ADP-A2M4CD8 (n=29) and considered by investigators to be at least 
possibly related to ADP-A2M4CD8 include CRS, neutropenia/neutrophil count decreased, pyrexia, fatigue, anemia/red blood cell 
count decreased, leukopenia/white blood cell count decreased, hypoxia, sinus tachycardia/tachycardia, decreased appetite, immune 
effector cell-associated neurotoxicity syndrome (ICANS), lymphopenia/lymphocyte count decreased, pleural effusion, rash, 
thrombocytopenia/platelet count decreased, chills, dyspnea, and hypotension.

SAEs, considered by investigators to be at least possibly related to ADP-A2M4CD8, were reported for 15 (51.7%) patients under the 
ADP-A2M4CD4 program.  These events include: CRS, ICANS, anemia, pancytopenia, pyrexia, hypoxia, drug reaction with 
eosinophilia and systemic symptoms (DRESS Syndrome), small intestinal obstruction, device related infection, pneumonia, blood 
creatinine increased and tumor lysis syndrome.

● As of August 2, 2021, for ADP-A2AFP:

The adverse events occurring in ≥ 10% of the 20 patients treated (one patients had a second infusion) with ADP-A2AFP and 
considered by investigators to be at least possibly related to ADP-A2AFP include alanine anaemia,  aminotransferase increased, , 
aspartate aminotransferase increased, cytokines release syndrome, fatigue, lymphocytes count decreased, neutrophil count decreased, 
platelet count decreased, white blood cell decreased, pyrexia, blood alkaline phosphatase increased, hypotension, and vomiting. 

SAEs reported with ADP-A2AFP whether considered related to SPEAR T-cells or not include bile duct obstruction, abdominal pain,
back pain, confusional state, cytomegalovirus infection reactivation, cytokine release syndrome, infusion related reaction, and
neutropenia,

Out of data cut-off, one patient experienced multiple related and unrelated serious adverse events. The patient eventually died due to
an unrelated SAE.

We may encounter substantial delays in our clinical trials or may not be able to conduct our trials on the timelines we expect.

Any delay in our clinical trials will impact our ability to obtain clinical data from those trials and our ability to progress our

business along anticipated timelines and to raise capital. Delays in clinical trials can also increase the costs incurred in performing those
clinical trials or necessitate a need to initiate additional clinical trial sites. Our ability to progress our clinical trials is dependent on a
number of factors including:

● finding clinical sites prepared to carry out the relevant clinical trials, screening of patients by the clinical sites,

recruitment of patients both in terms of number and type of patients and general performance of the relevant clinical site.

● The ability of our clinical sites to recruit patients on the timelines we expect. It can be difficult for clinical sites to find

patients that express both the required HLA-type and required antigen type and which also meet the inclusion criteria for
our clinical trials. In addition, during the COVID-19 pandemic, resources at clinical sites are being prioritized towards
treatment of COVID-19 and as a result there may be a delay in their ability to progress our clinical trials, recruit and
enroll patients into clinical trials or to start new clinical trials.

● The patient population in which any required peptide antigen is presented. The patient population may be lower than

expected which will increase the timescales required to find and recruit patients into the

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applicable clinical trial. Screening of a large number of patients is required to identify HLA and tumor antigen positive
patients for all of our clinical trials with our SPEAR T-cells.

● Our ability to select, initiate and activate clinical sites on the timelines we expect. Selection and activation of clinical

trial sites can take a long period of time and includes requirements to assess the clinical trial site, obtain IRB approval of
clinical trial protocols, negotiate and execute clinical trial agreements and educate study staff to enable them to carry out
the clinical trial.

● Any requirement to change clinical trial design as the clinical trial progresses. It is also difficult to predict whether
changes may be required to any clinical trial design as our clinical trials progress. The need to make changes to any
clinical trial design can result in delays to the performance of that clinical trial whilst any changes are approved by the
FDA or other relevant authority and implemented at applicable clinical trial sites.

● Any competition for patients at our clinical sites. Many of our clinical trial sites have multiple clinical trials ongoing
which compete for patients in any specific indication. We may have to wait before treating patients while patients
complete existing clinical trials or receive other treatment therapies for their cancer. Moreover, because our cell therapies
represent a departure from more commonly used methods for cancer treatment, potential patients and their physicians
may opt to use conventional therapies, such as chemotherapy and hematopoietic cell transplantation, rather than
enrollment in any of our current or future clinical trials. This may also mean we cannot recruit patients at a suitable time
in their disease progression.

● Any change in the standard of care for patients. Where standard of care for patients changes clinical sites may no longer

be prepared to continue with any clinical trial or require amendments to agreed protocols for clinical trials. Such
circumstances can lead to the suspension of the relevant clinical trial at a site, inability to recruit further patients at that
clinical site or a requirement to amend the protocol, all of which will delay or potentially halt progression of a cell
therapy through clinical trials.

● Any country specific requirement. In certain countries additional data, studies or documentation may be required ahead

of any clinical trial starting. For example, comparability studies may be required in relation to any changes in
manufacturing process and the extent of these comparability studies can vary between different countries. This can result
in delays to the start of any clinical trials in those countries and lead to increased research and development being
required ahead of the start of those clinical trials.

● The severity of the disease we are trying to treat and the type of patient we are trying to recruit. For many of our clinical

trials patients have received numerous prior therapies and have few or no other remaining treatment options. Given the
late stage of their disease the patients also tend to be very ill and hence require treatment quickly and have the potential
for increased SAEs following treatment. Depending on the protocol it can be difficult to find patients that meet the
inclusion requirements for our clinical trials and can wait for manufacture of our cell therapy products.

● The clinical trial protocol design and in particular the inclusion and exclusion requirements applicable to the clinical

trial.

● Patient referral practices. It is common for investigators or physicians not to refer patients to other investigators or

physicians either within their own clinical sites or to other clinical sites. This increases the number of clinical sites which
have to be initiated in order to recruit patients to our clinical trials.

● Availability of reimbursement from insurance companies. The availability of reimbursement for patients to participate in

clinical trials can impact on their ability to enroll in our clinical trials.

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Even if we are able to enroll a sufficient number of patients in our clinical trials, delays in patient enrollment may result in, and

have resulted in, increased costs or may affect the timing or outcome of the planned clinical trials, which could prevent completion of these
trials and adversely affect our ability to advance the development of our SPEAR T-cells and other cell therapies.

Certain of our clinical trials include dose escalation studies in which the dose of cell therapies administered to patients is varied or

initial studies in which the pre-treatment regimen may be varied, for example, a regimen with and without fludarabine. The outcome of
such dose escalation or initial studies will inform the clinical study going forward. However, the need to carry out dose escalation or other
initial studies may result in delays in data from such clinical programs while the most suitable dose or regimen is assessed. For example,
the trial design for our SPEAR T-cell trials includes dose escalation and therefore efficacy data may not be obtained from initial patients
treated in such studies during the dose escalation phase.

Our cell therapies represent a novel approach to cancer treatment that could result in heightened regulatory scrutiny and delays in
clinical development.

Use of any of our cell therapies to treat a patient involves genetically engineering a patient’s T-cells. This is a novel treatment

approach that carries inherent development risks including the following, any of which can result in delays to our ability to develop our cell
therapies:

●  Further development, characterization and evaluation may be required at any point in the development of any cell therapy 
where clinical or preclinical data suggest any potential safety risk for patients. The need to develop further assays, or to 
modify in any way the protocols related to our cell therapies to improve safety or effectiveness, may delay the clinical 
program, regulatory approval or commercialization, if approved at all, of any cell therapy. 

● End users and medical personnel require a substantial amount of education and training in their administration of cell

therapies either to engage in clinical trials and recruit patients or ultimately to provide cell therapies to patients once our cell
therapies have been approved.

● Regulators may be more risk averse or require substantial dialogue and education as part of the normal regulatory approval

process for each stage of development of any cell therapy. Many regulators have additional requirements or processes relating
to cell therapy products which need to be addressed during development. To date, only a limited number of gene therapy
products have been approved in the U.S. and EU. Consequently, it is difficult to predict and evaluate what additional
regulatory hurdles may apply to the development of our cell therapies and whether additional investment, time or resources
will be required to overcome any such hurdles.

● Regulatory requirements governing gene and cell therapy products have changed frequently and may continue to change in

the future.

● Random gene insertion associated with retrovirus-mediated genetically modified products, known as insertional oncogenesis,
could lead to lymphoma, leukemia or other cancers, or other aberrantly functioning cells. Insertional oncogenesis was seen in
early gene therapy studies conducted outside of the U.S. in 2003 although these studies utilized a murine gamma-retroviral
vector rather than a lentiviral vector.

● Although our viral vectors are not able to replicate, there may be a risk with the use of retroviral or lentiviral vectors that they

could undergo recombination and lead to new or reactivated pathogenic strains of virus or other infectious diseases.

● There is the potential for delayed adverse events following exposure to gene therapy products due to persistent biological

activity of the genetic material or other components of products used to carry the

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genetic material. In part for this reason, the FDA recommends a 15-year follow-up observation period for all surviving
patients who receive treatment using gene therapies in clinical trials.

● Clinical trials using genetically modified cells may be subject to additional or further regulatory processes, for example, by
the NIH Office of Biotechnology Activities’ Recombinant DNA Advisory Committee, or RAC or the need to apply for a
specific applications relating to the use of Genetically Modified Organism application in the EU. These additional processes
may delay or impede the initiation of a clinical trial.

● Increased risk to patient safety caused by the need to lymphodeplete patients prior to administration of our cell therapies
including in circumstances in which there is a heightened safety risk or in which medical resources could be prioritized
elsewhere, for example, during a pandemic such as COVID-19.

● Negative results seen in third party clinical trials utilizing gene therapy products may result in regulators halting development
of our cell therapies or in requiring additional data or requirements prior to our cell therapies progressing to the next stage of
development. For example, regulators could require changes to be made to our clinical trial protocols or increase
requirements for dose escalation studies as part of our clinical trial protocols.

Our clinical trials may fail to demonstrate adequately the safety and efficacy of any cell therapies which would prevent or delay
regulatory approval and commercialization.

There is a risk in any clinical trial that side effects from cell therapies will require a hold on, or termination of, clinical programs

or further adjustments to clinical programs in order to progress any cell therapy. Our cell therapy must demonstrate an acceptable
benefit:risk profile in its intended patient population and for its intended use. The benefit:risk profile required for product licensure will
vary depending on these factors and may include not only the ability to show tumor shrinkage, but also adequate duration of response, a
delay in the progression of the disease and/or an improvement in survival. For example, response rates from the use of the SPEAR T-cells
may not be sufficient to obtain regulatory approval unless we or our collaborators can also show an adequate duration of response.

The regulatory authorities (including the FDA) may issue a hold on our clinical trials as a result of safety information and data

obtained in third party clinical trials or in relation to third party products. Any such hold will require addressing by us and will inevitably
delay progression of the clinical trials concerned, if such clinical trials progress at all.

In addition, even if such trials are successfully completed, the FDA or foreign regulatory authorities may not interpret the results
as we or our collaborators do. Accordingly, more trials may be required before we can submit any cell therapy for regulatory approval. To
the extent that the results of the trials are not satisfactory to the FDA or foreign regulatory authorities for support of a marketing
authorization application, we may be required to expend significant resources, which may not be available to us, to conduct additional trials
in support of potential approval of our cell therapies. We cannot predict whether any of our cell therapies will satisfy regulatory
requirements at all or for indications in which such cell therapies are currently being evaluated as part of any clinical programs.

We have limited experience conducting later stage clinical trials which may cause a delay in any clinical program and in the obtaining
of regulatory approvals.

Although we have recruited a team that has significant experience with clinical trials, as a company we have limited experience in

conducting clinical trials through to regulatory approval. In part because of this lack of experience, we cannot be certain that planned
clinical trials will begin or be completed on time, if at all. Large-scale trials would require significant additional financial and management
resources, and reliance on third-party clinical investigators, contract research organizations, or CROs, or consultants. Relying on third-party
clinical investigators, consultants or CROs may force us to encounter delays that are outside of our control.

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Clinical trials are expensive, time-consuming and difficult to implement.

Clinical trials, depending on the stage, can be costly as well as difficult to implement and define, particularly with technologies

that are not tried and tested, such as our cell therapies. These factors can lead to a longer clinical development timeline and regulatory
approval process, including a requirement to conduct further or more complex clinical trials in order to obtain regulatory approval.
Regulatory authorities may disagree with the design of any clinical program, and designing an acceptable program could lead to increased
timeframes for obtaining of approvals, if any. In addition, progression of clinical trials depends on the ability to recruit suitable patients to
those trials and delay in recruiting will impact the timeframes of such clinical trials and as a result the timeframes for obtaining regulatory
approval, if any, for the relevant cell therapy.

In particular, eligible patients must be screened for the target peptide and HLA type, which may reduce the number of patients

who can be recruited for any clinical program. For example, low target peptide expression levels in the NY-ESO SPEAR T-cell and ADP-
A2M10 programs affected speed of patient recruitment in certain of the clinical trials. The ability to administer cell therapies to patients in
accordance with set protocols for the clinical trials and the results obtained depends on patient participation for the duration of the clinical
trial, which many of these patients are unable to do because of their late-stage cancer and limited life expectancy.

Validation of our cell therapies requires access to human samples which we may be unable to obtain or, if they can be obtained, that the
terms under which they are provided will be favorable to us.

Certain of the steps involved in validating and carrying out safety testing in relation to our cell therapies require access to human
samples (e.g., tissues samples or cell samples) from third parties. Such samples may be obtained from universities or research institutions
and will often be provided subject to certain terms and conditions. We may not be able to obtain samples in sufficient quantities to enable
preclinical testing in sufficient quantities for planned activities, particularly during the period in which COVID-19 impacts the ability of
research institutions to supply and access such samples. In addition, the terms under which such samples are available may not be
acceptable to us or may restrict our use of any generated results or require us to make payments to the third parties.

Our cell therapies and their application are not fully scientifically understood and are still undergoing validation and investigation.

Cell therapies including our SPEAR T-cells and their potential associated risks are still under investigation. Our cell therapies

including our SPEAR T-cells may not work in the way that we currently anticipate and affinity modification of the receptors within T-cells
or other cellular therapies may not produce the anticipated enhancements in activity. For example, there is a potential risk that, given that
the TCR chains in our SPEAR T-cells are produced separately and then assembled within patient T-cells into full TCRs, the TCR chains
from both transduced and naturally occurring T-cells could be assembled into an unintended end TCR due to mispairing of TCR chains,
which could create unknown recognition and cross-reactivity problems within patients. Although this phenomenon has not been reported in
humans, it remains a theoretical risk for our SPEAR T-cells and other similar cell therapies and is still being studied and investigated. This
could delay regulatory approval, if any, for the relevant cell therapy. To the extent that any mispairing is identified, either in our or our
competitors’ clinical trials, additional investment may be required in order to modify relevant cell therapies and to further assess and
validate the risk of such mispairing to patients. Following modification of the relevant SPEAR T-cell or other cell therapy, such modified
cell therapy may not remain suitable for patient treatment and may not eliminate the risk of mispairing of TCR chains and regulatory
approval may not be obtained on a timely basis or at all in relation to such modified cell therapy. The occurrence of such events would
significantly harm our business, prospects, financial condition and results of operations.

We may not be able to identify and validate additional target peptides or isolate and develop affinity-enhanced TCRs or other cell
therapy candidates that are suitable for validation and further development.

The success of our cell therapies depends on both the identification of target peptides presented on cancer cells, which can be

bound by our cell therapy products, and isolation and affinity enhancement of receptors including TCRs, which can be used to treat patients
if regulatory approval is obtained. Any failure to identify and validate further target

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peptides will reduce the number of potential cell therapies that we can successfully develop, which in turn will reduce the commercial
opportunities available to us and increase our reliance on our existing SPEAR T-cells. Delays in our ability to identify and develop target
peptides and cell therapies, including as caused by COVID-19 or similar pandemics, may also impact our ability to progress development
of programs and obtain additional funds to support our business.

We may not develop new cell therapy candidates for which the safety and efficacy profiles enable progression to and through

preclinical testing and into clinical development. Failure to identify further candidates for progression into preclinical testing and clinical
programs will significantly impact our pipeline of cell therapies and also increase our reliance on the SPEAR T-cells currently in clinical
development. If resources become limited or if we fail to identify suitable target peptides, receptors including TCRs or affinity-enhanced
receptors, our ability to submit INDs for further cell therapies may be delayed or never realized, which would have a materially adverse
effect on our business.

Development of an “off-the-shelf” cell therapy takes a considerable amount of time and such development may not be successful.

We have a platform process which may enable us to treat patient populations with an “off-the-shelf” product. We have entered into
an alliance with Universal Cells, Inc. to further develop that platform process. However, our research program or the research program with
Universal Cells, Inc. may not be successful, might not be carried out within the timescales currently anticipated, or even if successful might
not result in a cell therapy that can be used to treat patients or achieve a profitable return on investment. In particular the various cell lines
developed during this process will need to be properly characterized and produced in accordance with regulatory requirements and this
development process can take a significant amount of time and resource to ensure that any process or cell lines can be used for the
production of clinical stage and ultimately commercial stage products. It is not at this time whether the cell therapy candidates resulting
from the process will have a similar profile of activity to our existing cell therapy products or whether such cell therapy candidates will be
safe to administer to patients. A manufacturing facility is planned to open in 2022 specifically directed to our “off-the-shelf” therapies.
Delays may occur at any part of the process, including the opening of our manufacturing facility and results obtained during development
may necessitate a requirement to repeat or modify steps in the process.

Risks Related to the Manufacture and Supply of Our Cell Therapies

Manufacturing and supply of cell therapies is complex and if we encounter any difficulties in manufacture or supply of cell therapies
our ability to provide supply of our cell therapies for clinical trials or for commercial purposes could be delayed or stopped.

The process of manufacturing and administering cell therapies is complex and highly regulated. The manufacture of cell therapies

requires the harvesting of white blood cells from the patient, isolating certain T-cells from these white blood cells, combining patient T-
cells with our lentiviral delivery vector through a process known as transduction, expanding the transduced T-cells to obtain the desired
dose, and ultimately infusing the modified T-cells back into the patient. As a result of the complexities, our manufacturing and supply costs
are likely to be higher than those at more traditional manufacturing processes and the manufacturing process is less reliable and more
difficult to reproduce.

Delays or failures in the manufacture of cell therapies (whether by us, any collaborator or our third party contract manufacturers)

can result in a patient being unable to receive their cell therapy or a requirement to re-manufacture which itself then causes delays in
manufacture for other patients. Any delay or failure or inability to manufacture on a timely basis can adversely affect a patient’s outcomes
and delay the timelines for our clinical trials. Such delays or failure or inability to manufacture (including as a result of the impact of the
COVID-19 pandemic) can result from:

● a failure in the manufacturing process itself for example, by an error in manufacturing process (whether by us or our third

party contract manufacturing organization), equipment or reagent failure, failure in any step

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of the manufacturing process, failure to maintain a GMP environment, failure in quality systems applicable to manufacture,
sterility failures, contamination during process;

● a lack of reliability or reproducibility in the manufacturing process itself leading to variability in end manufacture of cell

therapy. Should the process be unreliable, the relevant regulatory agency (such as the FDA in the U.S.) may place a hold on a
clinical trial or request further information on the process which could in turn result in delays to the clinical trials;

● variations in patient starting material or apheresis product resulting in less product than expected or product which is not

viable, or which cannot be used to successfully manufacture a cell therapy;

● product loss or failure due to logistical issues including issues associated with the differences between patients’ white blood

cells or characteristics, interruptions to process, contamination, failure to supply patient apheresis material within required
timescales (for example, as a result of an import or export hold-up) or supplier error;

● inability to have enough manufacturing slots (including those at our Navy Yard facility) to manufacture cell therapies for

patients as and when those patients require manufacture;

● inability to procure starting materials or to manufacture starting materials (including at our U.K. vector facility), for example,

vector required for SPEAR T-cell manufacture including as a result of the COVID-19 outbreak;

● loss of or close-down of any manufacturing facility used in the manufacture of our cell therapies. For example, we will be
manufacturing cell therapies at our Navy Yard manufacturing facility. Should there be a contamination event at the facility
resulting in the close-down of that facility, it would not be possible to find alternative manufacturing capability for these cell
therapies within the timescales required for ongoing clinical trials. In addition, as with many pharmaceutical manufacturing
facilities, the facility will have periods of time within which it cannot be used for manufacture of patient product to enable
routine checks to be performed on the facility;

● loss or contamination of patient starting material, requiring the starting material to be obtained again from the patient or the

manufacturing process to be re-started;

● a requirement to modify or make changes to any manufacturing process. Such changes may additionally require

comparability testing which then may reduce the amount of manufacturing slots available for manufacture of our cell
therapies. Delays in our ability to make the required modifications or perform any required comparability testing within
currently anticipated timeframes or that such modifications or comparability testing, when made, will obtain regulatory
approval or that the new processes or modified processes will successfully be transferred to the third party contract suppliers
within currently anticipated timeframes can also impact timelines for manufacture;

● reduction or loss of the staff resources required to manufacture our cell therapies at our facilities or those of our CMOs;

● allocation of the resources, materials, and services of any collaborator or our third party contract manufacturers away from
our cell therapy programs, for example, to utilize such assets on the research, development and manufacture of COVID-19
vaccines or therapies;

● reduction in available workforce to perform manufacturing processes, for example, as a result of a COVID-19 outbreak or

workforce exhibiting potential COVID-19 symptoms, and pending receipt of test results for COVID-19 infection;

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● increased country-specific requirements. For example, our current manufacturing site is in the U.S. and this means that for
patients outside of the U.S. there is a need to transfer patient specific apheresis material from clinical sites in Europe to the
manufacturer in the U.S., for the patient product to be converted into our end cell therapy product, for that product to be
released for use in Europe and then for that cell therapy product to be transported back to the site in Europe for administration
to the patient. The supply and manufacturing chain required to achieve this is very complex and could be subject to failures at
any point; and

● changes in the manufacturing and supply process. As our cell therapies progress through preclinical programs and clinical
trials towards approval and commercialization, it is expected that various aspects of the manufacturing and administration
process will be altered in an effort to optimize processes and results. We have already identified some improvements to our
manufacturing and administration processes, but these changes may not achieve the intended objectives, may not be
transferable to third parties or able to be used at larger scales and could cause our cell therapies to perform differently or
affect the results of planned clinical trials or other future clinical trials. Any changes to the manufacturing process may
require amendments to be made to regulatory applications or comparability tests to be conducted which can further delay
timeframes. If cell therapies manufactured under the new process have a worse safety or efficacy profile than the prior
investigational product or the process is less reproducible than the previous process, we may need to re-evaluate the use of
that manufacturing process, which could significantly delay or even result in the halting of our clinical trials.

We have insurance to cover certain business interruption events which is capped at £10 million in the U.K. and $5 million in the U.S.
However, because our level of insurance is capped, it may be insufficient to fully compensate us if any of these events were to occur in the
future.

Our manufacturing process needs to comply with regulations and any failure to comply with relevant regulations could result in delays
in or termination of our clinical programs and suspension or withdrawal of any regulatory approvals.

In order to commercially produce our products, we will need to comply with the FDA’s and other regulatory authorities’ cGMP
requirements at our Navy Yard facility, vector facility and third party contract manufacturing facilities. We may encounter difficulties in
achieving quality control and quality assurance and may experience shortages in qualified personnel. We and our third party contract
manufacturers are subject to inspections by the FDA and comparable agencies in other jurisdictions to confirm compliance with applicable
regulatory requirements once the process has been approved. Any failure to follow cGMP or other regulatory requirements, reliably
manufacture product or delay, interruption or other issues that arise in the manufacture, fill- finish, packaging, or storage of our cell
therapies as a result of a failure of our facilities or the facilities or operations of third parties to comply with regulatory requirements or pass
any regulatory authority inspection could significantly impair our ability to develop and commercialize our cell therapies, including leading
to significant delays in the availability of our cell therapies for our clinical trials or the termination of or suspension of a clinical trial, or the
delay or prevention of a filing or approval of marketing authorization applications for our cell therapies. Significant non-compliance could
also result in the imposition of sanctions, including warning letters, fines, injunctions, civil penalties, failure of regulatory authorities to
grant marketing approvals for our cell therapies, delays, suspension or withdrawal of approvals, license revocation, seizures or recalls of
products, operating restrictions and criminal prosecutions, any of which could damage our reputation and our business.

Given we now manufacture cell therapies at our own U.S. manufacturing facility and vector at a dedicated U.K. vector facility,

regulatory authorities might raise non-compliance issues or require us to make changes to the way in which we operate either facility. This
may result in a delay in our ability to manufacture cell therapies at our own facility or in our ability to supply vector material for use in the
manufacturing process. In addition, any cell therapy or vector produced in any of our facilities might not be able to meet regulatory
requirements and we may be unable to recruit and maintain sufficient staff to enable manufacture of products within required timescales.
Resourcing of cell manufacturing facilities is increasingly competitive, which may restrict the number of available skilled operators which
can be recruited at our manufacturing facilities. Any failure to meet regulatory requirements or produce cell therapies and vector

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according to regulatory requirements could result in delays to our clinical programs, potential side effects and even fatalities to patients and
may result in withdrawal of regulatory approval for our manufacturing facility.

We have our own manufacturing capabilities which may result in increased costs being incurred by us.

During 2017, we opened a manufacturing facility for our SPEAR T-cell products within our Navy Yard facility in Philadelphia,
Pennsylvania and have started manufacturing SPEAR T-cells for use in our clinical trials. Regulatory authorities, in particular the FDA,
might not continue to approve our ability to manufacture SPEAR T-cells or other cell therapies at the Navy Yard facility. We are planning
to open a manufacturing facility in the UK for our off-the-shelf cell therapies in 2022 and manufacture of cell therapies at that facility will
require the obtaining of regulatory approval and maintenance of the regulatory approval once obtained.

Our ability to successfully manufacture our own cell therapies at our facilities within a reasonable period of time and within

currently projected costs is dependent on a number of factors including:

● our ability to recruit the required employees at a suitable level and experience and within required timescales and to maintain

employment of such required employees;

● our ability to obtain regulatory approval for the facility and for the manufacture of cell therapies at the facility and to satisfy

regulatory authorities on an ongoing basis;

● our ability to manufacture cell therapies reliably and reproducibly and to timescales sufficient to support required patient

administration;

● our ability to manufacture cell therapies in compliance with the applicable regulatory requirements, including requirements

applicable in the U.S., UK and EU;

● our ability to develop internal quality controls and processes sufficient to enable manufacture and supply of cell therapies at

our facilities;

● our ability to establish comparability with currently used manufacturing processes and for such comparability data to be

accepted by the appropriate regulatory authorities; and

● our ability to be able to fund the ongoing development including equipment requirements necessary for successful

manufacture of cell therapies at our facilities.

Any delay or failure in manufacture at our facility could result in delays to the supply of cell therapies for our clinical programs.

Should any of our third party manufacturers also cease to be able to or be unable to supply cell therapies at a time where our own
manufacturing facility is unable to produce cell therapies for use in our clinical programs or is unable to produce cell therapies at the
required level, then we will be unable to support such clinical programs until alternative manufacturing capability is secured.

Our autologous cell therapy products are patient specific and we need to ensure that the correct product is administered to the

correct patient.

Administration of cell therapies is patient specific. The process requires careful handling of patient-specific products and fail-safe

tracking to ensure that the tracking process is without error and that patient samples are tracked from patient removal, through
manufacturing and re-administration to the same patient. While such mechanisms are in place, should the tracking process fail, whether at
our own facility, a third party facility or at any point in the manufacturing and supply process, a patient could receive another patient’s T-
cells resulting in significant toxicity and potentially patient fatality. We will need to invest in enhanced systems, such as bar coding, to
further ensure fail safe tracking. There is always a risk of a failure in any such system. Inability to develop or adopt an acceptable fail-safe
tracking methodology and handling regime may delay or prevent us from receiving regulatory approval and/or result in

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significant toxicity and potentially patient fatality if a patient receives another patient’s T-cells. This risk may be increased where cell
therapies are used in clinical programs that we do not control or sponsor and, should an error be made in the administration of our cell
therapies in such clinical programs, this could affect the steps required in our own clinical programs and manufacturing process requiring
the addition of further tracking mechanisms to ensure fail-safe tracking. The tracking systems required to further ensure safe patient
administration may also require increased administration to satisfy other regulatory requirements, for example, data protection
requirements in Europe. The need to ensure tracking systems are adequate and to comply with these additional regulatory requirements
may result in delay to the start of trials or the need to obtain additional regulatory licenses or consents prior to starting such trials.

Risks Related to the COVID-19 pandemic

The outbreak of COVID-19 and its variants or any other similar pandemic may materially delay development of our cell therapies and
our ability to obtain additional financing.

The outbreak of coronavirus, SARS-CoV-2 (“COVID-19”) has developed into a global pandemic, spreading to most regions of the

world including the U.S., U.K. and areas of Europe where we have facilities or ongoing clinical trials. Our business is affected in the
following ways:

● We have been required to introduce a work from home policy for at least some of our work force, with our facilities remaining open to
support those activities that cannot be conducted from home, in particular the manufacture of cell therapies, treatment of clinical
patients and critical research and development activities. The requirement to stay at home and the control measures required to
mitigate risks to our work force including social distancing requirements limits effectiveness of our work force, the numbers of
individuals that can work at the facility at any one time and is resulting in delays to performance of manufacturing, development and
research activities. Increased working from home also impacts normal communications and may increase the cyber security risk or
create data accessibility concerns.

● Any outbreak of COVID-19 or one of its variants at any of our facilities could result in manufacturing operations or facilities being
closed or necessitate a further reduction in the work we are able to perform at those facilities which in turn could result in a delay to
the treatment of patients and a delay in our research and development programs.

● Many clinical sites have diverted resources away from the performance of clinical trials or have imposed restrictions on their ability to
perform clinical trials, particularly where those clinical trials may increase the risk to the patients being treated. This has resulted in
many of our clinical trial sites choosing to delay treatment of cell therapy patients and not enrolling or screening patients until the
situation improves which has inevitably delayed our ability to obtain data from our clinical trials and will extend the time required to
complete enrollment in current clinical trials.

● We have provided our clinical sites with guidance in relation to the treatment of patients during the COVID-19 pandemic, however,
there is an increased risk to our patients as a result of the pandemic including as a result of infection with COVID-19 whilst they are
being treated in any of our clinical trials or are attending at clinical sites for routine scans or treatments. This risk is increased by the
requirement in our clinical trial protocols to treat patients with a lymphodepletion regimen which leaves patients’ immune-
compromised for a period of time. This increased risk may delay treatment of patients or delay recruitment of patients into our clinical
trials.

● The current restrictions in place as a result of COVID-19 has resulted and may continue to result in interruption to our ability and that
of our clinical sites to conduct clinical trial activities in accordance with the applicable clinical trial protocol or other regulatory
requirements including monitoring requirements, timing of patient visits, ability to follow patients after they have received treatment,
ability to perform scans and patient assessments. Deviations and changes to clinical trial protocols may be required in order to address
the interruptions caused by COVID-19. Inability to perform clinical trials in accordance with regulatory requirements may impact a
later ability to obtain regulatory approval in relation to our cell therapies or may delay our ability to obtain such regulatory approval.

● Many of the third parties we rely on for our development of cell therapies have also been impacted by the COVID-19 pandemic.

Whilst we have not seen any material impact on the ability of third parties to supply goods or services to us, we anticipate delays with
the supply of certain raw materials and consumables required for manufacturing and research activities as a result of diversion of those
materials and consumables to high priority vaccine development requirements. Any delays may impact our ability to manufacture
product for our clinical trials and may cause delay to our research and preclinical development projects.

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● Given third party service providers are subject to restrictions on resources as a result of the COVID-19 pandemic, we may see delays
in the provision of their services to us. Where these delays are in critical areas of the business for example, vector manufacturing,
plasmid manufacturing which supports our ability to manufacture and supply cell therapies, we may see an impact on our ability to
provide cell therapies for patients in our clinical trials.

● Regulatory authorities have in certain cases postponed certain activities including surveillance inspections of manufacturing facilities.
We also anticipate that there could be delays from regulatory authorities to any requests that are made given that applications and
authorizations relevant to COVID-19 vaccination will be prioritized. If a prolonged government shutdown occurs, or if global health
concerns continue to prevent the regulatory authorities from conducting their regular inspections, reviews or other regulatory activities,
it could impact the ability of the FDA or other regulatory authorities to timely review and process our regulatory submissions.

The COVID-19 pandemic continues to evolve and the extent to which it may impact our future business is highly uncertain and

difficult to predict. The impact on global health systems, the life sciences industry more generally or the economy as a whole is not yet
known. Depending on the length and progression of such pandemic, we may experience disruptions that would significantly impact our
business.

Risks Related to the Commercialization and Marketing of Our Cell Therapies

We may not be able to obtain marketing approvals of our cell therapies as broadly as planned or on the timescales we plan.

The process of obtaining marketing approvals, both in the U.S. and in countries outside of the U.S., is expensive, may take

many years and can vary substantially based upon a variety of factors, including the type, complexity and novelty of the cell therapies
involved. For example, clinical trials may be required in pediatric populations before any marketing approval can be obtained, which can
be time consuming and costly. Changes in marketing approval policies during the development period, changes in or the enactment of
additional statutes or regulations, or changes in regulatory review for each submitted product application, may cause delays in the approval
or rejection of an application. The FDA and foreign regulatory authorities also have substantial discretion in the drug and biologics
approval process. The number and types of preclinical programs and clinical trials that will be required for regulatory approval varies
depending on the cell therapy, the disease or condition that the cell therapy is designed to address, and the regulations applicable to any
particular cell therapy. Approval policies, regulations or the type and amount of clinical data necessary to gain approval may change during
the course of a cell therapy’s clinical development and may vary among jurisdictions, and there may be varying interpretations of data
obtained from preclinical programs or clinical trials, either of which may cause delays or limitations in the approval or the decision not to
approve an application.

In addition, approval of our cell therapies could be delayed or refused for many reasons, including the following:

● the FDA or comparable foreign regulatory authorities may disagree with the design or implementation of our or our

collaborators’ clinical trials;

● we or our collaborators may be unable to demonstrate to the satisfaction of the FDA or comparable foreign regulatory

authorities that our SPEAR T-cells have a beneficial risk: benefit profile for any of their proposed indications;

● the results of clinical trials may not meet the level of statistical significance required by the FDA or comparable foreign

regulatory authorities for approval;

● the FDA or comparable foreign regulatory authorities may disagree with our interpretation of data from preclinical programs

or clinical trials;

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● the data collected from clinical trials of our cell therapies may not be sufficient to the satisfaction of the FDA or comparable
foreign regulatory authorities to support the submission of a BLA (including as a result of impacts caused by the COVID-19
outbreak) or other comparable submission in foreign jurisdictions or to obtain regulatory approval in the U.S. or elsewhere;

● our manufacturing processes or facilities or those of the third-party manufacturers we use may not be adequate to support

approval of our cell therapies;

● the approval policies or regulations of the FDA or comparable foreign regulatory authorities may significantly change in a

manner rendering our clinical data insufficient for approval

● requirement for additional clinical trials ahead of the grant of any regulatory approval;

● requirement for further development or characterization of processes. For example, the potency of our cell therapies will need
to be assessed by a potency assay and although we believe that our assay will be satisfactory to assess potency, the regulatory
authorities may disagree which will necessitate development of a further assay or process;

● third parties we rely on being unable to meet regulatory requirements or provide information or documentation to support
regulatory applications or questions from regulatory authorities. For example, we rely on a third party vector manufacturer
who will be required to provide certain information to enable us to file the BLA;

● access to an approved companion diagnostic to support the launch of any cell therapy. Commercialization of our cell

therapies will require approval for and access to a companion diagnostic. We are reliant on a third party for development of
our companion diagnostic assay and there is no certainty that development will be possible in the timelines we require or that
end regulatory approval will be available in the timelines we require; and

● data from clinical trials sponsored by third party competitors for similar cell therapy products which might impact a

regulators view of the safety or efficacy profile or our cell therapies or the grant of marketing approvals to competitors ahead
of any application we make for marketing approval which may preclude our ability to obtain marketing approval in the same
indication unless we can show increased efficacy.

Our estimates of the patient population that may be treated by our cell therapies is based on estimates informed by published
information. This information may not be accurate in relation to our cell therapies and our estimates of potential patient
populations could therefore be much higher or lower than those that are actually available or possible for commercialization. In
addition, these estimates are based on assumptions about the number of eligible patients which have the peptide and HLA type
targeted by the applicable cell therapy. Different patient populations will present different peptides according to their specific HLA
type. HLA types vary across the patient population and, due to this variability, any therapy will initially only be suitable for
treatment of patients expressing the particular HLA type presenting the relevant peptide.

Manufacture of a commercially available cell therapy will require an increase in manufacturing capacity and it is not currently known
whether this will be possible within the timescales planned for commercialization.

Subject to the successful conclusion of the SPEARHEAD-1 study, which was fully enrolled in 2020, and approval of a BLA by

the FDA, we plan to commercially launch ADP-A2M4 in 2022 for patients with synovial sarcoma in the U.S.  Manufacture of a 
commercial cell therapy will require an increase in manufacturing capacity and further development of processes for manufacture and 
supply to support commercialization. Such increase in manufacturing and development will require significant additional resources and 
may take considerable time, costs and effort to facilitate. 

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Development of a commercially available cell therapy process is difficult and we may be unable to develop the process on currently
anticipated timescales or at all.

Developing a commercially viable process is a difficult and uncertain task, and there are risks associated with scaling to the level

required for advanced clinical trials or commercialization, including, among others, requirements to characterize the manufacturing
process, increased costs, potential problems with process scale-out, process reproducibility, stability issues, lot consistency, loss of product,
and timely availability of reagents or raw materials or contract manufacturing services or facilities. A failure to develop such a
commercially viable process within anticipated timescales may prevent or delay progression of our T-cell therapies into pivotal clinical
trials and ultimately commercialization. This failure to develop a timely process may result from, for example, inability to scale-up within
required timelines, inability to put in place the required processes and control measures for a commercial process or failure of third parties
(including vector suppliers) to put in place adequate facilities or processes to enable commercial manufacture. In addition, we may
ultimately be unable to reduce the expenses associated with our SPEAR T-cells to levels that will allow us to achieve a profitable return on
investment.

Following grant of marketing authorization we will be subject to ongoing regulatory obligations, which may result in significant
additional expense as well as significant penalties if we fail to comply with regulatory requirements or experience unanticipated
problems with our cell therapies.

If the FDA or a comparable foreign regulatory authority approves our cell therapies, the manufacturing processes, labeling,

packaging, distribution, adverse event reporting, storage, advertising, promotion, import, export and recordkeeping for our cell therapies
will be subject to extensive and ongoing regulatory requirements. These requirements include submissions of safety and other post-
marketing information and reports, registration and listing, as well as continued compliance with cGMPs and cGCPs for any clinical trials
that we conduct post-approval. We and our contract manufacturers will be subject to periodic unannounced inspections by the FDA to
monitor and ensure compliance with cGMPs. We must also comply with requirements concerning advertising and promotion for any cell
therapies for which we obtain marketing approval. Promotional communications with respect to prescription drugs, including biologics, are
subject to a variety of legal and regulatory restrictions and must be consistent with the information in the product’s approved labeling.
Thus, we will not be able to promote any cell therapies we develop for indications or uses for which they are not approved.

We may not be able to develop or obtain approval for the analytical assays and companion diagnostics required for commercialization
of our cell therapies including ADP-A2M4.

Administration of our cell therapies requires the use of an immuno-chemistry or other screening assay in which patients are

screened for the presence of the cancer peptide targeted by our cell therapies. For example, in our ADP-A2M4 trial patients are screened
for the presence of MAGE-A4. This assay requires the identification of suitable antibodies which can be used to identify the presence of
the relevant target cancer peptide. Our patients are also screened for their HLA-type as only patients with certain HLA-types can receive
our cell therapies.

If safe and effective use of a biologic product depends on an in vitro diagnostic, such as a test to detect patients with a particular
cancer peptide, then the FDA generally requires approval or clearance of the diagnostic, known as a companion diagnostic, concurrently
with approval of the therapeutic product. To date, the FDA has generally required in vitro companion diagnostics that are intended for use
in selection of patients who will respond to cancer treatment to obtain a pre-market approval, or PMA, which can take up to several years,
for that diagnostic approval or clearance to occur simultaneously with approval of the biologic product.

We expect that, for all our cell therapies, the FDA and similar regulatory authorities outside of the U.S. will require the

development and regulatory approval of a companion diagnostic assay as a condition to approval. We also expect that the FDA may require
PMA supplemental approvals for use of that same companion diagnostic as a condition of approval of additional cell therapies. We do not
have experience or capabilities in developing or commercializing these companion diagnostics and plan to rely in large part on third parties
to perform these functions.

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If we or our collaborators, or any third parties that we engage to assist us, are unable to successfully develop companion
diagnostic assays for use with any SPEAR T-cells, or are unable to obtain regulatory approval or experience delays in either development
or obtaining regulatory approval (including as a result of the impact of the COVID-19 pandemic), we may be unable to identify patients
with the specific profile targeted by the relevant cell therapy for enrollment in our clinical trials. In addition, delay in development and
approval of any companion diagnostic (including as a result of the impact of the COVID-19 pandemic) may also impact our ability to
obtain a marketing approval for the therapeutic product and to commercialize the therapeutic product. For example, delays in the
development of a companion diagnostic for detection of the MAGE-A4 antigen in synovial sarcoma and MRCLS indications may result in
delays to any marketing approval for ADP-A2M4 in those indications. Accordingly, further investment may be required to further develop
or obtain the required regulatory approval for the relevant companion diagnostic assay, which would delay or substantially impact our
ability or our collaborators’ ability to conduct further clinical trials or obtain regulatory approval.

Obtaining and maintaining regulatory approval of our cell therapies in one jurisdiction does not mean that we will be successful in
obtaining regulatory approval of our cell therapies in other jurisdictions.

We or our collaborators may submit marketing authorization applications in multiple countries. Regulatory authorities in different

countries have different requirements for approval of cell therapies with which we must comply prior to marketing in those jurisdictions.
Obtaining foreign regulatory approvals and compliance with foreign regulatory requirements could result in significant delays, difficulties
and costs for us and could delay or prevent the introduction of our cell therapies in certain countries. For example, in certain jurisdictions
additional clinical trials in different patient populations may be required. If we fail to comply with the regulatory requirements in
international markets and/or receive applicable marketing approvals, our target market will be reduced and our ability to realize the full
market potential of our cell therapies will be harmed.

The market opportunities for cell therapies may be limited to those patients who have failed prior treatments.

Initial approval of new cancer therapies may be limited to what is referred to as third-line use. Third-line treatment is the third

type of treatment following initial, or first-line, treatment and second-line treatment, which is given when first-line treatment does not work
or ceases working. However, cancer therapies may be used from the point at which cancer is detected in its early stages (first line) onward.
Whenever the first-line therapy fails or the process is unsuccessful, second-line therapy may be administered, such as additional rounds of
chemotherapy, radiation and antibody drugs or a combination of these treatments. If second-line therapies fail, patients are generally given
the opportunity to receive third-line therapies, which tend to be more novel therapies. Our current clinical trials generally require that
patients have received chemotherapy prior to enrollment and are primarily directed to third-line use. Depending upon the outcome of
current trials, we or our collaborators may conduct future clinical trials using cell therapies for first-line therapy, but clinical trials might not
be approved or if approved such trials might not lead to regulatory approval. If our cell therapies only receive third-line or second-line
approval, the patient population into which we or our collaborators can supply our cell therapies will be significantly reduced, which may
limit commercial opportunities.

In addition, our patient population may be derived from those who have previously failed checkpoint therapy, which may result in

tumor resistance mechanisms which also impart resistance to our cell therapies and hence may reduce the effectiveness of our cell
therapies.

We currently have a limited marketing and sales organization and have no experience in marketing products.

As an organization, we have never marketed or supplied commercial pharmaceutical or biologic products or therapies. We will
need to transition from a company with a research and development focus to a company capable of supporting commercial activities. We
may not be successful in such a transition.

We do not currently have a sales force and will need to hire and develop the sales function and associated support network if we

are to supply cell therapies on a commercial basis. As our cell therapies proceed through clinical programs, we intend to develop an in-
house marketing organization and sales force, which will require significant capital

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expenditures, management resources, and time. We will have to compete with other pharmaceutical and biotechnology companies to
recruit, hire, train, and retain suitably skilled and experienced marketing and sales personnel. This process may result in additional delays in
bringing our cell therapies to market or in certain cases require us to enter into alliances with third parties in order to do so. However, there
can be no assurance that we will be able to establish or maintain such collaborative arrangements, or even if we are able to do so, that they
will result in effective sales forces. Any revenue we receive will depend upon the efforts of such third parties, which may not be successful.
We may have little or no control over the marketing and sales efforts of such third parties, and our revenue from cell therapy sales may be
lower than if we had commercialized our cell therapies ourselves. We also face significant competition in our search for third parties to
assist us with the sales and marketing efforts of our cell therapies. Such competition may also result in delay or inability to supply cell
therapies to particular countries or territories in the world which in turn will restrict the revenue that can be obtained from any cell therapy.
Any inability on our part to develop in-house sales and commercial distribution capabilities or to establish and maintain relationships with
third-party collaborators that can successfully commercialize any cell therapy in the U.S. or elsewhere will have a materially adverse effect
on our business and results of operations.

If product liability lawsuits are brought against us, we may incur substantial liabilities and may be required to limit commercialization
of our cell therapies.

We face an inherent risk of product liability as a result of the clinical testing of our cell therapies and our ongoing manufacture of

cell therapies and will face an even greater risk upon any commercialization. For example, we may be sued if any of our SPEAR T-cells
causes or is perceived to cause injury or is found to be otherwise unsuitable during clinical testing, manufacturing, marketing or sale. Any
such product liability claims may include allegations of defects in manufacturing, defects in design, a failure to warn of dangers inherent in
the product, negligence, strict liability or a breach of warranties. Claims could also be asserted under state consumer protection acts. If we
cannot successfully defend ourselves against product liability claims, we may incur substantial liabilities or be required to limit
commercialization of our cell therapies. Even a successful defense would require significant financial and management resources and,
regardless of the merits or eventual outcome, liability claims may result in:

● decreased demand for our cell therapies;

● injury to our reputation;

● withdrawal of clinical trial participants;

● initiation of investigations by regulators;

● costs to defend the related litigation;

● a diversion of management’s time and our resources;

● substantial monetary awards to trial participants or patients;

● product recalls, withdrawals or labeling, marketing or promotional restrictions;

● loss of revenue;

● exhaustion of any available insurance and our capital resources;

● the inability to commercialize our cell therapies; and

● a decline in our share price.

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Our inability to obtain sufficient product liability insurance at an acceptable price to protect against potential product liability

claims could also prevent or inhibit the commercialization of our cell therapies. We currently hold £15.0 million in clinical trial insurance
coverage in the aggregate per year, with a per trial limit of £5.0 million. We also hold products and services liability insurance capped at
£3.0 million in the aggregate and public liability insurance capped at £5.0 million per occurrence. These levels may not be adequate to
cover all liabilities that we may incur. We may also need to increase our insurance coverage as we expand the scope of our clinical trials
and commercialize any of our cell therapies. In addition, insurance coverage is increasingly expensive. We may not be able to maintain
insurance coverage at a reasonable cost or in an amount adequate to satisfy any liability that may arise.

Even if we or our collaborators obtain regulatory approval of our cell therapies, they may not gain market acceptance among
physicians, patients, hospitals, cancer treatment centers and others in the medical community.

The use of engineered T-cells and cell therapies more generally as a potential cancer treatment is a recent development and may
not become broadly accepted by physicians, patients, hospitals, cancer treatment centers and others in the medical community. Additional
factors will influence whether SPEAR T-cells are accepted in the market, including:

● the clinical indications for which our cell therapies are approved;

● physicians, hospitals, cancer treatment centers and patients considering the SPEAR T-cells as a safe and effective treatment;

● the potential and perceived advantages of our cell therapies over alternative treatments;

● the prevalence and severity of any side effects;

● product labeling or prescribing information requirements of the FDA or other regulatory authorities;

● limitations or warnings contained in the labeling approved by the FDA;

● the timing of market introduction of our cell therapies as well as competitive products;

● the cost of treatment in relation to alternative treatments;

● the availability of coverage, adequate reimbursement and pricing by third-party payors and government authorities;

● the willingness of patients to pay for cell therapies on an out-of-pocket basis in the absence of coverage by third-party payors

and government authorities;

● relative convenience and ease of administration as compared to alternative treatments and competitive therapies; and

● the effectiveness of our sales and marketing efforts.

In addition, although we are not utilizing embryonic stem cells or replication competent vectors in our manufacturing process,

adverse publicity due to the ethical and social controversies surrounding the therapeutic use of such technologies, and reported side effects
from any clinical trials using these technologies or the failure of such trials to demonstrate that these therapies are safe and effective may
limit market acceptance of cell therapies including SPEAR T-cells. If our cell therapies are approved but fail to achieve market acceptance
among physicians, patients, hospitals, cancer treatment centers or others in the medical community, we or our collaborators will not be able
to generate significant revenue.

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Even if our cell therapies achieve market acceptance, we or our collaborators may not be able to maintain that market acceptance
over time if new products or technologies are introduced that are more favorably received than our cell therapies, are more cost effective or
render our cell therapies obsolete.

Coverage and reimbursement may be limited or unavailable in certain market segments for cell therapies.

Successful sales of cell therapies, if approved, depend on the availability of coverage and adequate reimbursement from third-
party payors. In addition, because cell therapies represent new approaches to the treatment of cancer, we cannot accurately estimate the
potential revenue from cell therapies. Patients who are provided medical treatment for their conditions generally rely on third-party payors
to reimburse all or part of the costs associated with their treatment. Obtaining coverage and adequate reimbursement from governmental
healthcare programs, such as Medicare and Medicaid, and commercial payors is critical to new product acceptance.

Government authorities and third-party payors, such as private health insurers and health maintenance organizations, decide which
drugs and treatments they will cover and the amount of reimbursement. Reimbursement by a third-party payor may depend upon a number
of factors, including, but not limited to, the third-party payor’s determination that use of a product is:

● a covered benefit under its health plan;

● safe, effective and medically necessary;

● appropriate for the specific patient;

● cost-effective; and

● neither experimental nor investigational.

Obtaining coverage and reimbursement approval of a cell therapy from a government or other third-party payor is a time-
consuming and costly process which could require us to provide to the payor supporting scientific, clinical and cost-effectiveness data for
the use of our products. Even if we obtain coverage for a given cell therapy, the resulting reimbursement payment rates might not be
adequate for us to achieve or sustain profitability or may require co-payments that patients find unacceptably high. Patients are unlikely to
use cell therapies unless coverage is provided and reimbursement is adequate to cover a significant portion of the cost of the cell therapy.

In the U.S., no uniform policy of coverage and reimbursement for products exists among third-party payors. Therefore, coverage

and reimbursement for products can differ significantly from payor to payor. As a result, the coverage determination process is often a
time-consuming and costly process that will require us to provide scientific and clinical support for the use of our cell therapies to each
payor separately, with no assurance that coverage and adequate reimbursement will be obtained.

In some foreign countries, particularly those in the EU, the pricing of biologics is subject to governmental control. In these
countries, pricing negotiations with governmental authorities can take considerable time after obtaining marketing approval of a cell
therapy. In addition, market acceptance and sales of our cell therapies will depend significantly on the availability of coverage and adequate
reimbursement from third-party payors for the cell therapies and may be affected by existing and future health care reform measures.

There have been, and likely will continue to be, legislative and regulatory proposals at the foreign, national and state levels
directed at broadening the availability of healthcare and containing or lowering the cost of healthcare. We cannot predict the initiatives that
may be adopted in the future. The continuing efforts of the government, insurance

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companies, managed care organizations and other payors of healthcare services to contain or reduce costs of healthcare and/or impose price
controls may adversely affect:

● the demand for cell therapies, if we or our collaborators obtain regulatory approval;

● our or our collaborators’ ability to set a price that is fair for our cell therapies;

● our or our collaborators’ ability to generate revenue and achieve or maintain profitability;

● the level of taxes that we are required to pay; and

● the availability of capital.

Any reduction in reimbursement from Medicare or other government programs may result in a similar reduction in payments from

private payors, which may adversely affect our future profitability.

Our cell therapies for which we intend to seek approval as biologic products may face competition sooner than anticipated.

The enactment of the Biologics Price Competition and Innovation Act of 2009, or BPCIA, created an abbreviated pathway for the
approval of biosimilar and interchangeable biological products. The abbreviated regulatory pathway establishes legal authority for the FDA
to review and approve biosimilar biologics, including the possible designation of a biosimilar as “interchangeable” based on its similarity to
an existing reference product. Under the BPCIA, an application for a biosimilar product cannot be approved by the FDA until 12 years after
the original branded product or “reference” is approved under a BLA. On March 6, 2015, the FDA approved the first biosimilar product
under the BPCIA. However, the law is complex and is still being interpreted and implemented by the FDA and as a result, its ultimate
impact, implementation and meaning are subject to uncertainty. While it is uncertain when such processes intended to implement BPCIA
may be fully adopted by the FDA, any such processes could have a material adverse effect on the future commercial prospects for our
biological products.

There is a risk that the FDA will not consider our cell therapies to be reference products for competing products, potentially

creating the opportunity for generic competition sooner than anticipated. Additionally, this period of regulatory exclusivity does not apply
to companies pursuing regulatory approval via their own traditional BLA, rather than via the abbreviated pathway. Moreover, the extent to
which a biosimilar, once approved, will be substituted for any one of our reference products in a way that is similar to traditional generic
substitution for non-biological products is not yet clear, and will depend on a number of marketplace and regulatory factors that are still
developing.

Foreign countries also have abbreviated regulatory pathways for biosimilars and hence even where the FDA does not approve a
biosimilar biologic, a biosimilar could be approved using an abbreviated regulatory pathway in other markets where our cell therapies are
approved and marketed.

Risks Related to Government Regulation

Regulatory authorities may impose a hold on our clinical trials.

A clinical trial may be suspended or terminated by us or a collaborator, IRBs for the institutions in which such trials are being

conducted, the Data Monitoring Committee for such trial, or by the FDA or other regulatory authorities due to a number of factors,
including failure to conduct the clinical trial in accordance with regulatory requirements or our clinical protocols, inspection of the clinical
trial operations or trial site by the FDA or other regulatory authorities resulting in the imposition of a clinical hold, unforeseen safety issues
or adverse side effects, failure to demonstrate a benefit from using a cell therapy, changes in governmental regulations or administrative
actions or lack of adequate funding to continue the clinical trial. If we or our collaborators experience termination of, or delays in the
completion of, any clinical trial of our cell therapies, the commercial prospects for our cell therapies will be harmed, and our ability to

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generate product revenue will be delayed. In addition, any delays in completing our clinical trials will increase our costs, slow our product
development and approval process and jeopardize our ability to commence product sales and generate revenue.

The FDA regulatory process can be difficult to predict, in particular whether for example, accelerated approval processes are available
or further unanticipated clinical trials are required will depend on the data obtained in our ongoing clinical trials.

The regulatory approval process and the amount of time it takes us to obtain regulatory approvals for our cell therapies will

depend on the data that are obtained in our ongoing clinical trials and in one or more future registration or pivotal clinical trials. We may
attempt to seek approval on a per indication basis for our cell therapies on the basis of a single pivotal trial or on the basis of data from a
Phase 2 trial. While the FDA requires in most cases two adequate and well-controlled pivotal clinical trials to demonstrate the efficacy of a
product candidate, a single trial with other confirmatory evidence may be sufficient where the trial is a large multicenter trial demonstrating
internal consistency and a statistically very persuasive finding of a clinically meaningful effect on mortality, irreversible morbidity or
prevention of a disease with a potentially serious outcome and confirmation of the result in a second trial would be practically or ethically
difficult. Depending on the data we obtain, the FDA or other regulatory authorities may require additional clinical trials to be carried out or
further patients to be treated prior to the granting of any regulatory approval for marketing of our cell therapies. It is difficult for us to
predict with such a novel technology exactly what will be required by the regulatory authorities in order to take our cell therapies to market
or the timeframes under which the relevant regulatory approvals can be obtained.

Obtaining and maintaining regulatory approval of our cell therapies in one jurisdiction does not mean that we will be successful in
obtaining regulatory approval of our cell therapies in other jurisdictions.

Obtaining and maintaining regulatory approval of our cell therapies in one jurisdiction does not guarantee that we or our
collaborators will be able to obtain or maintain regulatory approval in any other jurisdiction, while a failure or delay in obtaining regulatory
approval in one jurisdiction may have a negative effect on the regulatory approval process in others. For example, even if the FDA grants
marketing approval of a SPEAR T-cell, comparable regulatory authorities in foreign jurisdictions must also approve the manufacturing,
marketing and promotion of the SPEAR T-cell in those countries. Approval procedures vary among jurisdictions and can involve
requirements and administrative review periods different from, and greater than, those in the U.S., including additional preclinical
programs or clinical trials as clinical trials conducted in one jurisdiction may not be accepted by regulatory authorities in other
jurisdictions. In many jurisdictions outside the U.S., a cell therapy must be approved for reimbursement before it can be approved for sale
in that jurisdiction. In some cases, the price that we or our collaborators intend to charge for our cell therapies is also subject to approval.

We may be unable to obtain breakthrough or similar designations for our cell therapies or maintain the benefits associated with such
designations.

In 2012, the FDA established a breakthrough therapy designation which is intended to expedite the development and review of

products that treat serious or life-threatening diseases when “preliminary clinical evidence indicates that the drug may demonstrate
substantial improvement over existing therapies on one or more clinically significant endpoints, such as substantial treatment effects
observed early in clinical development.” The designation of a SPEAR T-cell as a breakthrough therapy provides potential benefits that
include more frequent meetings with the FDA to discuss the development plan for the SPEAR T-cell and ensure collection of appropriate
data needed to support approval; more frequent written correspondence from the FDA about things such as the design of the proposed
clinical trials and use of biomarkers; intensive guidance on an efficient drug development program, beginning as early as Phase 1;
organizational commitment involving senior managers; and eligibility for rolling review and priority review.

We have obtained RMAT designation (Regenerative Medicine Advanced Therapy designation) from the FDA for ADP-A2M4 for
the treatment of synovial sarcoma. We may apply for similar status or accelerated programs in other countries and for other of our products
and indications. However, given the novel nature of our cell therapies, it is

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difficult for us to predict whether the FDA or other regulatory authorities will approve such requests or what further clinical or other data
may be required to support an application for such accelerated approval procedures.

Breakthrough therapy designation does not change the standards for product approval. Additionally, other treatments from

competing companies may obtain the designations and impact our ability to develop and commercialize our SPEAR T-cells, which may
adversely impact our business, financial condition or results of operation.

We may also seek accelerated approval under the FDA’s fast track and accelerated approval programs, the FDA may approve a
drug or biologic for a serious or life-threatening illness that provides meaningful therapeutic benefit to patients over existing treatments
based upon a surrogate endpoint that is reasonably likely to predict clinical benefit, or on a clinical endpoint that can be measured earlier
than irreversible morbidity or mortality, that is reasonably likely to predict an effect on irreversible morbidity or mortality or other clinical
benefit, taking into account the severity, rarity, or prevalence of the condition and the availability or lack of alternative treatments. For
drugs granted accelerated approval, post-marketing confirmatory trials have been required to describe the anticipated effect on irreversible
morbidity or mortality or other clinical benefit. These confirmatory trials must be completed with due diligence. Moreover, the FDA may
withdraw approval of our cell therapy or indication approved under the accelerated approval pathway if, for example:

● the trial or trials required to verify the predicted clinical benefit of our cell therapy fail to verify such benefit or do not

demonstrate sufficient clinical benefit to justify the risks associated with the drug;

● other evidence demonstrates that our cell therapy is not shown to be safe or effective under the conditions of use;

● we fail to conduct any required post approval trial of our cell therapy with due diligence; or

● we disseminate false or misleading promotional materials relating to the relevant cell therapy.

In Europe, the EMA has implemented the so-called "PRIME" (Priority Medicines) status in order support the development and

accelerate the approval of complex innovative medicinal products addressing an unmet medical need. The PRIME status enables early
dialogue with the relevant EMA scientific committees and, possibly, some payers; and thus reinforces the EMA's scientific and regulatory
support. It also opens accelerated assessment of the marketing authorization application (150 days instead of 210 days). The PRIME status,
which is decided by the EMA, is reserved to medicines that may benefit from accelerated assessment, i.e. medicines of major interest from
a public health perspective, in particular from a therapeutic innovation perspective.

In 2020, the EMA granted access to the PRIME initiative to ADP-A2M4 for the treatment of certain patients with synovial

sarcoma. We may apply for PRIME status for other of our cell therapy products. There can be no assurance that any application will be
successful in obtaining PRIME status.

We will be subject to ongoing regulatory obligations and continued regulatory review, which may result in significant additional
expense as well as significant penalties if we fail to comply with regulatory requirements or experience unanticipated problems with our
cell therapies.

Any regulatory approvals that we receive for our cell therapies will require surveillance to monitor the safety and efficacy of the

cell therapy. The FDA may also require a risk evaluation and mitigation strategy in order to approve

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our cell therapies, which could entail requirements for a medication guide, physician communication plans or additional elements to ensure
safe use, such as restricted distribution methods, patient registries and other risk minimization tools.

Later discovery of previously unknown problems with our cell therapies, including adverse events of unanticipated severity or

frequency, or with our third-party manufacturers or manufacturing processes, or failure to comply with regulatory requirements, may result
in, among other things:

● restrictions on our ability to conduct clinical trials, including full or partial clinical holds on ongoing or planned trials;

● restrictions on such products’ manufacturing processes;

● restrictions on the marketing of a product;

● restrictions on product distribution;

● requirements to conduct post-marketing clinical trials;

● untitled or warning letters;

● withdrawal of the products from the market;

● refusal to approve pending applications or supplements to approved applications that we submit;

● recall of products;

● fines, restitution or disgorgement of profits or revenue;

● suspension or withdrawal of regulatory approvals;

● refusal to permit the import or export of our products;

● product seizure;

● injunctions;

● imposition of civil penalties; or

● criminal prosecution.

The FDA’s and other regulatory authorities’ policies may change, and additional government regulations may be enacted that
could prevent, limit or delay regulatory approval of our cell therapies. We cannot predict the likelihood, nature or extent of government
regulation that may arise from future legislation or administrative action, either in the U.S. or abroad. If we are slow or unable to adapt to
changes in existing requirements or the adoption of new requirements or policies, or if we are not able to maintain regulatory compliance,
we may lose any marketing approval that we may have obtained and we may not achieve or sustain profitability.

In addition, if following any pivotal clinical trial we were able to obtain accelerated approval of any of our cell therapies, the FDA
will require us to conduct a confirmatory trial or trials to verify the predicted clinical benefit and additional safety studies. The results from
the confirmatory trial or trials may not support the clinical benefit, which would result in the approval being withdrawn.

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We may seek a conditional marketing authorization in Europe for some or all of our current cell therapies, but we may not be able to
obtain or maintain such authorization.

As part of its marketing authorization process, the EMA may grant marketing authorizations for certain categories of medicinal

products on the basis of less complete data than is normally required, when doing so may meet unmet medical needs of patients and serve
the interest of public health. In such cases, it is possible for the Committee for Medicinal Products for Human Use, or CHMP, to
recommend the granting of a marketing authorization, subject to certain specific obligations to be reviewed annually, which is referred to as
a conditional marketing authorization. This may apply to medicinal products for human use that fall under the centralized procedure
(EMA's scientific assessment and European Commission's approval), including those that aim at the treatment, the prevention, or the
medical diagnosis of seriously debilitating diseases or life-threatening diseases and those designated as orphan medicinal products.

A conditional marketing authorization may be granted when the CHMP finds that, although comprehensive clinical data referring

to the safety and efficacy of the medicinal product have not been supplied, all the following requirements are met:

● the benefit:risk balance of the medicinal product is positive;

● it is likely that the applicant will be in a position to provide the comprehensive clinical data;

● unmet medical needs will be fulfilled; and

● the benefit to public health of the immediate availability on the market of the medicinal product concerned outweighs the risk

inherent in the fact that additional data is still required.

The granting of a conditional marketing authorization is restricted to situations in which only the clinical part of the application is

not yet fully complete. Incomplete preclinical or quality data may only be accepted if duly justified and only in the case of a product
intended to be used in emergency situations in response to public-health threats. Conditional marketing authorizations are valid for
one year, on a renewable basis. The holder will be required to complete ongoing trials or to conduct new trials with a view to confirming
that the benefit-risk balance is positive. In addition, specific obligations may be imposed in relation to the collection of pharmacovigilance
data.

Granting a conditional marketing authorization allows medicines to reach patients with unmet medical needs earlier than might

otherwise be the case and will ensure that additional data on a product are generated, submitted, assessed and acted upon. Although we may
seek a conditional marketing authorization for one or more of our cell therapies, the CHMP may ultimately not agree that the requirements
for such conditional marketing authorization have been satisfied. This would delay the commercialization of our cell therapies as we would
have to wait for a complete data package before submitting the marketing authorization application.

We or our collaborators may not be able to obtain or maintain orphan drug exclusivity for our cell therapies.

Regulatory authorities in some jurisdictions, including the U.S. and Europe, may designate drugs or biologics for relatively small

patient populations as orphan drugs. Orphan drug designation does not convey any advantage in or shorten the duration of the regulatory
review and approval process, but it can lead to financial incentives, such as opportunities for grant funding toward clinical trial costs, tax
advantages in-lieu of R&D tax credits and user-fee waivers.

Generally, if a product with an orphan drug designation subsequently receives the first marketing approval for the indication for

which it has such designation, the product is entitled to a period of marketing exclusivity, which precludes the EMA or the FDA from
approving another marketing authorization application for the same drug for that time period. The applicable period is seven years in the
U.S. and ten years in Europe. The European exclusivity period can be reduced to six years if a drug no longer meets the criteria for orphan
drug designation or if the drug is sufficiently profitable so that market exclusivity is no longer justified. Orphan drug exclusivity may be
lost if the FDA determines

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that the request for designation was materially defective or if the manufacturer is unable to assure sufficient quantity of the drug to meet the
needs of patients with the rare disease or condition. In Europe, the orphan exclusivity may be lost vis-à-vis another drug in cases the
manufacturer is unable to assure sufficient quantity of the drug to meet patient needs or if that other product is proved to be clinically
superior to the approved orphan product. A drug is clinically superior if it is safer, more effective or makes a major contribution to patient
care.

As a result of Brexit, as of January 1, 2021, incentives related to an orphan designation granted in the EU are limited to the EU
and Ireland, but not Great Britain (England, Wales and Scotland). The competent authority in the U.K. (MHRA) will review applications
for orphan designation at the time of a marketing authorization, and has announced that it will offer incentives in the form of market
exclusivity and full or partial refunds for marketing authorization fees to encourage the development of medicines in rare diseases.

There can be no assurance that any of our cell therapies will be eligible for orphan drug designation in the U.S. or in other

jurisdictions or that it will obtain orphan drug marketing exclusivity upon approval or that we will not lose orphan drug designation for
ADP-A2M4. Inability to obtain orphan drug designation for a specific cell therapy or loss of such designation for ADP-A2M4 in the future
would prevent any ability to take advantage of the financial benefits associated with orphan drug designation and would preclude us from
obtaining marketing exclusivity upon approval, if any. Even if we obtain orphan drug exclusivity for a product, that exclusivity may not
effectively protect the product from competition because different drugs can be approved for the same condition. The extent of market
exclusivity which is obtained may also be affected if the indication for any relevant registration or pivotal trial is narrower than the orphan
designation granted. Even after an orphan drug is approved, the FDA can subsequently approve another drug for the same condition if the
FDA concludes that the later drug is clinically superior in that it is shown to be safer, more effective or makes a major contribution to
patient care.

Any failure by us to comply with existing regulations could harm our reputation and operating results.

The production of cell therapies is highly regulated and subject to constant inspection. The regulatory environment may also

change from time to time. Any failure to comply with regulatory requirements, whether in the U.S. or in other countries in which our cell
therapies are supplied, may result in investigation by regulatory authorities, suspension of regulatory authorizations and, as a result,
suspension of clinical programs or ability to supply any of our cell therapies and potentially significant fines or other penalties being
imposed in relation to any breach. Any failure may also harm our reputation and impact our ability going forward to obtain regulatory
approvals for other cell therapies or require us to undertake additional organizational changes to minimize the risk of further breach. A
failure to comply may apply to any part of our business, for example, to the processes used for manufacture of our cell therapies (including
the reliability of the process) or to the processes used for treatment of patients (including tracking of patient product and supply of patient
specific product).

Our research and development activities utilize hazardous, radioactive and biological materials. Should such materials cause injury or
be used other than in accordance with applicable laws and regulations, we may be liable for damages.

We use hazardous and biological reagents and materials in our research and development at our U.K. site. We have obtained the
appropriate certification or ensured that such certification has been obtained as required for the use of these reagents but our use is subject
to compliance with applicable laws and there is a risk that should any third party or employee suffer injury or damage from radioactive,
hazardous or biological reagents that we may incur liability or obligations to compensate such third parties or employees. We have
employer’s liability insurance capped at £10.0 million per occurrence and public liability insurance capped at £5.0 million per occurrence;
however, these amounts may be insufficient to compensate us if these events actually occur in the future.

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We are subject to the U.K. Bribery Act, the U.S. Foreign Corrupt Practices Act and other anti-corruption laws, as well as export control
laws, customs laws, sanctions laws and other laws governing our operations. If we fail to comply with these laws, we could be subject to
civil or criminal penalties, other remedial measures, and legal expenses, which could adversely affect our business, results of operations
and financial condition.

Our operations are subject to anti-corruption laws, including the U.K. Bribery Act 2010, or Bribery Act, the U.S. Foreign Corrupt
Practices Act, or FCPA, and other anti-corruption laws that apply in countries where we do business. The Bribery Act, the FCPA and these
other laws generally prohibit us and our employees and intermediaries from bribing, being bribed or making other prohibited payments to
government officials or other persons to obtain or retain business or gain some other business advantage. Under the Bribery Act, we may
also be liable for failing to prevent a person associated with us from committing a bribery offense. We and our commercial partners may
operate in a number of jurisdictions that pose a high risk of potential Bribery Act or FCPA violations, and we participate in collaborations
and relationships with third parties whose actions, if non-compliant, could potentially subject us to liability under the Bribery Act, FCPA or
local anti-corruption laws. In addition, we cannot predict the nature, scope or effect of future regulatory requirements to which our
international operations might be subject or the manner in which existing laws might be administered or interpreted.

We are also subject to other laws and regulations governing our international operations, including regulations administered by the

governments of the U.K. and the U.S., and authorities in the EU, including applicable export control regulations, economic sanctions on
countries and persons, anti-money laundering laws, customs requirements and currency exchange regulations, collectively referred to as the
Trade Control laws.

However, there is no assurance that we will be completely effective in ensuring our compliance with all applicable anti-corruption
laws, including the Bribery Act, the FCPA or other legal requirements, including Trade Control laws. If we are not in compliance with the
Bribery Act, the FCPA and other anti-corruption laws or Trade Control laws, we may be subject to criminal and civil penalties,
disgorgement and other sanctions and remedial measures, and legal expenses, which could have an adverse impact on our business,
financial condition, results of operations and liquidity. Likewise, any investigation of any potential violations of the Bribery Act, the FCPA,
other anti-corruption laws or Trade Control laws by U.K., U.S. or other authorities could also have an adverse impact on our reputation, our
business, results of operations and financial condition.

If we are found in violation of federal or state “fraud and abuse” or other health care laws, we may be required to pay a penalty and/or
be suspended from participation in federal or state health care programs, which may adversely affect our business, financial condition
and results of operations.

If we obtain marketing approval for our products in the U.S., if at all, we will be subject to various federal and state health care

“fraud and abuse” and other health care laws. Healthcare providers, physicians and third-party payors play a primary role in the
recommendation and use of pharmaceutical products that are granted marketing approval. Accordingly, arrangements with third-party
payors, existing or potential customers and referral sources are subject to broadly applicable fraud and abuse and other healthcare laws and
regulations, and these laws and regulations may constrain the business or financial arrangements and relationships through which
manufacturers market, sell and distribute the products for which they obtain marketing approval.

Such restrictions under applicable federal and state healthcare laws and regulations include the following the Anti-Kickback

Statute, the Healthcare Reform Act, the False Claims Act, or FCA, federal criminal laws that prohibit executing a scheme to defraud any
healthcare benefit program or making false statements relating to healthcare matters; the Physician Payment Sunshine Act, the Health
Insurance Portability and Accountability Act of 1996 (HIPAA)

Violation of any of the laws described above or any other governmental laws and regulations may result in penalties, including

civil and criminal penalties, damages, fines, the curtailment or restructuring of operations, the exclusion from participation in federal and
state healthcare programs and imprisonment. Furthermore, efforts to ensure that business activities and business arrangements comply with
applicable healthcare laws and regulations can be costly for manufacturers of branded prescription products. Additionally, if we are found
in violation of one or more of these laws our business, results of operations and financial condition may be adversely affected.

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The U.K.’s withdrawal from the EU may adversely impact our and our collaborators’ ability to obtain regulatory approvals of our
drug candidates in the U.K. and EU and may require us to incur additional expenses to develop, manufacture and commercialize our
drug candidates in the U.K. and EU.

We are headquartered in the U.K. The U.K. formally exited the EU, commonly referred to as Brexit, on January 31, 2020. Under the

terms of its departure, the U.K. entered a transition period, or the Transition Period, during which it continued to follow all EU rules, which
ended on December 31, 2020. On December 30, 2020, the U.K. and EU signed the EU-UK Trade and Cooperation Agreement (“TCA”),
which includes an agreement on free trade between the two parties and has been provisionally applicable since January 1, 2021.

Since January 1, 2021 the U.K. has operated under a separate regulatory regime to the European Union. European Union laws
regarding medicinal products only apply in respect of the U.K. to Northern Ireland (as set out in the Protocol on Ireland/Northern Ireland).
The EU laws that have been transposed into U.K. law through secondary legislation remain applicable. While the U.K. has indicated a
general intention that new law regarding the development, manufacture and commercialization of medicinal products in the U.K. will align
closely with EU law there are limited detailed proposals for future regulation of medicinal products. The TCA includes specific provisions
concerning medicinal products, which include the mutual recognition of Good Manufacturing Practice, or GMP, inspections of
manufacturing facilities for medicinal products and GMP documents issued (such mutual recognition can be rejected by either party in
certain circumstances), but does not foresee wholesale mutual recognition of U.K. and EU pharmaceutical regulations including in relation
to batch testing and pharmacovigilance, which remain subject to further negotiation. Therefore, there remains political and economic
uncertainty regarding to what extent the regulation of medicinal products will differ between the U.K. and the EU in the future.

Since a significant proportion of the regulatory framework in the U.K. applicable to our business and our drug candidates is

derived from European Union directives and regulations, the withdrawal has and could continue to materially impact the regulatory regime
with respect to the development, manufacture, importation, approval and commercialization of our cell therapies in the U.K. or the
European Union. Great Britain is no longer covered by the European Union’s procedures for the grant of marketing authorizations
(Northern Ireland is covered by the centralized authorization procedure and can be covered under the decentralized or mutual recognition
procedures). A separate marketing authorization will be required to market drugs in Great Britain. It is currently unclear whether the
Medicines and Healthcare products Regulatory Agency in the U.K.is sufficiently prepared to handle the increased volume of marketing
authorization applications that it is likely to receive. Any delay in obtaining, or an inability to obtain, any marketing approvals, as a result
of Brexit or otherwise, would prevent us and our collaborators or delay us in commercializing any of our products in the UK and/or the EU
and may restrict our ability to generate revenue and achieve sustainable profitability.

Following Brexit, there is no pre-marketing authorization orphan designation in Great Britain, instead an application for orphan
designation is made at the same time as an application for marketing authorization. Orphan designation in the U.K. (or Great Britain,
depending on whether there is a prior centralized marketing authorization in the EEA) following Brexit based on the prevalence of the
condition in Great Britain as opposed to the current position where prevalence in the EU is the determinant. It is therefore possible that
conditions that are currently designated as orphan conditions in the U.K., or Great Britain, will no longer be and that conditions are not
currently designated as orphan conditions in the European Union will be designated as such in the U.K., or Great Britain.

There is a degree of uncertainty regarding the overall impact that Brexit will have in the long-term on the development, manufacturing
and commercialization of pharmaceutical products, including the process to obtain regulatory approval in the U.K. for drug candidates and
the award of exclusivities that are normally part of the European Union legal framework (for instance Supplementary Protection
Certificates, Pediatric Extensions or Orphan exclusivity). Any divergence between the regulatory environments in place in the European
Union and the U.K. could lead to increased costs and delays in bringing drug candidates to market.

Given certain regulatory authorizations within the EU can only be held by entities located in the EU, we have set up an EU subsidiary,

Adaptimmune B.V.. This subsidiary currently holds orphan designation for our ADP-A2M4 product. We have also set up a third party to
act as a qualified person to release product for use in the EU and ensure we can continue to treat patients in our EU clinical trials.
Additional resources and requirements may be required to enable us to

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continue to hold required authorizations including marketing authorization in the EU and to commercialize our cell therapies in the EU.

In addition, we may be required to pay taxes or duties or be subjected to other hurdles in connection with the importation of our drug

candidates into the European Union, or we may incur expenses in establishing a manufacturing facility in the EU to circumvent such
hurdles, all of which may make our doing business in the EU and the EEA more difficult. If any of these outcomes occur, we may be forced
to restrict or delay efforts to seek regulatory approval in the U.K. or the EU for our drug candidates, or incur significant additional expenses
to operate our business, which could significantly and materially harm or delay our ability to generate revenues or achieve profitability of
our business.

As a result of Brexit, other European countries may seek to conduct referenda with respect to their continuing membership with the
European Union. Given these possibilities and others we may not anticipate, as well as the absence of comparable precedent, it is unclear
what financial, regulatory and legal implications the withdrawal of the U.K. from the European Union will have in the long-term and how
such withdrawal will affect us, and the full extent to which our business could be adversely affected.

Risks Related to Our Reliance Upon Third Parties

We rely on Universal Cells Inc. and Genentech Inc. in relation to the performance of collaboration agreements between us for the
further development of ‘off-the-shelf’ cell therapies.

Development of allogeneic T-cell therapies and our ability to commercialize those allogeneic T-cell therapies may depend heavily

on the performance of Universal Cells under the ongoing collaboration (the "Universal Cells Collaboration"), performance of Genentech
under the ongoing collaboration (the “Genentech Collaboration”) and payments made by our collaborators to us in relation to such
development. In particular:

● Research funding, development or sales milestones or product royalties or any other sums might not become due or

payable to us at any time or on the time frames currently expected under the Universal Cells Collaboration or Genentech
Collaboration.

● Our collaborators have a right to terminate programs under the Universal Cells Collaboration Genentech Collaboration
and the agreements in whole or in part on provision of prior written notice. Termination may impact not only our
requirement for additional investment or capital but also the timeframes within which current research and development
programs (including clinical programs) can be performed or whether we can continue to perform those research and
development programs at all. Termination may also impact our ability to access and use certain collaborator technology
within our own allogeneic platform and products arising from that platform.

● Any research or development plan agreed upon in our collaborations may be delayed (including as a result of the impact
of the COVID-19 pandemic) or may be unsuccessful or fail to result in therapies that are feasible for further development
or commercialization.

● The timing for commercialization of any products under the Universal Cells Collaboration or Genentech Collaboration is
currently unknown and will depend on the targets selected , the type of allogeneic T-cell therapy being developed and the
timing of performance of obligations under the relevant collaboration agreement.

● Changes to the development plans or agreement may impact the timing and extent of milestone payments, the amount of

research funding received, the nature of the relationship with our collaborators or the scope of the collaboration.

● Delay in performance of responsibilities under any research or development plan could impact our ability to progress T-

cell therapies through research and development, including where Universal Cells or Genentech Inc. delays the
performance of any of its responsibilities.

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● Universal Cells has the ability to influence or control certain decisions relating to the development of therapies covered

by the Universal Cells Collaboration. Genentech has the ability to influence or control certain decisions relating to the
development of therapies covered by the Genentech Collaboration. This ability could result in delays to the research and
development programs covered by the collaboration or changes to the scope of those programs, including the disease
indications relevant to such clinical programs.

We rely heavily on ThermoFisher and the technology that we license from them.

The ability to use the ThermoFisher Dynabeads® CD3/CD28 technology to isolate, activate and expand T-cells is important to our

ongoing ability to offer SPEAR T-cells. In December 2012, we entered into a series of license and sub-license agreements with Life
Technologies Corporation (now part of ThermoFisher Scientific Inc. (“Thermofisher”)), such agreements having been amended as of
November 2019. These agreements provide us with a field-based non-exclusive license under certain intellectual property rights owned or
controlled by ThermoFisher in relation to the methods of use of the ThermoFisher Dynabeads® CD3/CD28 technology to isolate, activate
and expand T-cells and enable transfection of the T-cells with any TCR genes to manufacture our TCR products and use and sell those TCR
products to treat cancer, infectious disease and/or autoimmune disease. We also have a field-based non-exclusive sub-license under certain
other patents which cover the method of use of the Dynabeads® CD3/CD28 and are controlled by ThermoFisher under a head-license from
the University of Michigan, the United States Navy and the Dana-Farber Cancer Institute.

In June 2016, we entered into a supply agreement with ThermoFisher for the supply of the Dynabeads® CD3/CD28 technology.

The supply agreement runs until December 31, 2025.

ThermoFisher has the right to terminate the above described agreements for material breach or insolvency. On termination of the

license agreements, the supply agreement will also automatically terminate. If ThermoFisher terminates the non-exclusive license, sub-
license and supply agreements or otherwise refuses or is unable to supply the Dynabeads® product, we will have to seek an alternative
source of the beads or develop an alternative process methodology to enable supply of our cell therapies. Should ThermoFisher change its
process or make changes to its product, we may have to validate those changes to ensure there is no impact to our cell therapies. Such
validation, including any comparability testing, will take additional time and resources.

We rely on third parties to manufacture and supply our cell therapies and to develop next generation cell therapies, and we may have to
rely on third parties to produce and process our cell therapies, if approved.

We rely on a limited number of third-party manufacturers and third party service providers for clinical trial product supplies and 

services at each stage of the manufacturing process, and as a result we are exposed to the following risks  (including where such third party 
risks arise as a result of the impact of COVID-19):

● We may be unable to contract with manufacturers on commercially acceptable terms or at all because the number of potential

manufacturers is limited and the FDA, EMA and other comparable foreign regulators must approve any replacement
manufacturer, which would require new testing and compliance inspections. In addition, a new manufacturer would have to
be educated in, and develop substantially equivalent processes for, production of our cell therapies after receipt of any
applicable regulatory approval.

● We may not be able to obtain lentiviral delivery manufacturing slots with third party contract manufacturers within the
timescales we require for supply of lentiviral delivery vector or to obtain agreed dates for such manufacturing slots
sufficiently in advance of the requirement for supply.

● Our third-party manufacturers might be unable to timely formulate and manufacture our cell therapies or produce the quantity

and quality required to meet our clinical trial and commercial needs or to provide commercially viable product on the
timelines we require or at all, which may necessitate a change in third-party manufacturers or a requirement to further
develop internal capabilities, all of which may result in delays to clinical trials or to commercialization plans.

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● With any new manufacturing process or new CMO we will need to transfer the manufacturing process or new process to that
CMO. Any delay in the development and transfer of these new processes to the third-party contract supplier or inability of the
third-party contract supplier to replicate or carry out the transferred process at the appropriate level and quality or in a
reproducible fashion will result in delays in our ability to progress clinical programs, further develop our cell therapies and
obtain marketing approval for our cell therapies.

● Introduction of new raw material or intermediate material manufacturers, such as CMOs for vectors, may require

comparability testing to be carried out to show that the manufacturing process and end material is comparable to the currently
used manufacturing process and/or material. Any inability to show comparability or delay in comparability testing may result
in delays to the supply of the affected materials and as a result delays to clinical trials.

● Contract manufacturers may not be able to execute our manufacturing procedures appropriately, or we may be unable to

transfer our manufacturing processes to contract manufacturers successfully or without additional time and cost. Even where
CMOs fail to manufacture our cell therapies successfully, it may not be possible to achieve re-manufacture quickly or without
expending resources or additional costs.

● Our future contract manufacturers may not perform as agreed, may be acquired by competitors or may not remain in the

contract manufacturing business for the time required to supply our clinical trials or to successfully produce, store and
distribute our cell therapies. In addition, contract manufacturers may not manufacture within agreed timescales for
manufacture and/or may cancel pre-agreed manufacturing slots, which would result in delays in manufacturing and could
require us to find replacement manufacturers which may not be available to us on favorable terms or at all.

● Manufacturers are subject to ongoing periodic unannounced inspection by the FDA, EMA, and other comparable foreign
regulators and corresponding state agencies to ensure strict compliance with cGMP and other government regulations and
corresponding foreign standards. Although we do not have day-to-day control over third-party manufacturers’ compliance
with these regulations and standards, we are responsible for ensuring compliance with such regulations and standards.

● We may not own, or may have to share, the intellectual property rights to any improvements made by our third-party

manufacturers in the manufacturing process for our cell therapies. Our third party manufacturers may use processes which
infringe or potentially infringe third party intellectual property rights which may result in inability to use such processes
going forward, an increase in the pricing of such processes or a need to change a different process.

● Our third party manufacturers may fail to perform testing and analysis services accurately, in a manner that can be interpreted
or on a timely basis. This could delay or prevent release of our cell therapies and as a result delay clinical trials and patient
treatment.

● Our third-party manufacturers could breach or terminate their agreement with us.

● Our third-party manufacturers may cease to be able to do business with us (whether for insolvency or other reasons, including

takeover, merger or acquisition) at a time when we are unable to source such manufacture elsewhere or at our own
manufacturing facility.

● Increased costs, unexpected delays, equipment failures, lack of reproducibility, labor shortages, natural disasters, power

failures and numerous other factors which are outside of our control or which may be imposed by our CMOs. For example,
moving to commercial phase manufacture usually incurs increased cost and qualification requirements at our CMOs. Such
costs may be prohibitive, or such activities may not be able to be performed within appropriate timelines.

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● Our collaborators or third party contract manufacturers may allocate their resources, materials, and services away from our
cell therapy programs, for example, to utilize such assets on the research, development and manufacture of COVID-19
vaccines or therapies.

Certain of the components required for manufacturing of our cell therapies come from sole source or limited source suppliers.

Certain raw materials or precursor materials used in the manufacture and supply of our cell therapies may come from sole source
or limited source suppliers. For example, there are currently a limited number of third party manufacturers within the U.S. that can supply
us with our lentiviral delivery vector and ThermoFisher is currently the only supplier of the Dynabeads® CD3/CD28 technology. Should
such suppliers be unable to supply or manufacture such raw materials or precursor materials either at all or within required timescales we
may be unable to supply our cell therapies or such supply may be significantly delayed. Inability to obtain such raw materials or precursor
materials may also necessitate changes in the manufacturing process used for supply of our cell therapies. Such changes to the
manufacturing process may need to be developed internally or by a third party and may also require additional regulatory approvals to be
obtained before they can be used for the manufacture and supply of our cell therapies for clinical trials.

In addition, we are focusing manufacture of our cell therapies at a single manufacturing site, namely our Navy Yard facility for

autologous cell therapies and our new UK facility for allogeneic cell therapies. Should either facility be unable to manufacture our cell
therapies for any reason, including natural disaster, contamination or for any regulatory reason, we may be unable to supply cell therapies
for our clinical trials unless we can procure manufacture from a third party manufacturer. There is no assurance that we will be able to
procure manufacture from a third party manufacturer or that such manufacture will be provided within the timescales we require or at an
acceptable price. Any change in manufacturer used to produce our cell therapies requires notification to regulatory authorities which can be
time consuming. There is no assurance that regulatory authorities will agree that any change in manufacturer is acceptable or that the
processes used at such manufacturer are comparable to the processes previously used and additional evidence of comparability may be
required.

We rely on third parties to conduct our clinical trials.

We depend upon independent investigators and collaborators, such as universities, medical institutions, CROs and strategic
partners to conduct our preclinical programs and sponsored clinical trials under agreements with us. We expect to have to negotiate budgets
and contracts with CROs and trial sites (either directly or through a third party consultant), which may result in delays to our development
timelines and increased costs. We rely heavily on these third parties over the course of our clinical trials, and we do not have day-to-day
control of their activities. Nevertheless, we are responsible for ensuring that each of our trials is conducted in accordance with applicable
protocols and legal, regulatory and scientific standards, and our reliance on third parties does not relieve us of our regulatory
responsibilities.

We and these third parties are required to comply with cGCPs, which are regulations and guidelines enforced by the FDA and

comparable foreign regulatory authorities for cell therapies in clinical development. Regulatory authorities enforce these cGCPs through
periodic inspections of trial sponsors, principal investigators and trial sites. If we or any of these third parties fail to comply with applicable
cGCP regulations and guidelines (including as a result of the outbreak of COVID-19), the clinical data generated in our clinical trials may
be deemed unreliable and the FDA or comparable foreign regulatory authorities may require us to perform additional clinical trials before
approving our marketing authorization applications. Moreover, our business may be implicated if any of these third parties violates federal
or state fraud and abuse or false claims laws and regulations or healthcare privacy and security laws.

Any third parties conducting our clinical trials are not and will not be our employees and, except for remedies available to us
under our agreements with such third parties which could be limited, we cannot control whether or not they devote sufficient time and
resources to our ongoing clinical trials and preclinical programs. These third parties may also have relationships with other commercial
entities, including our competitors, for whom they may also be conducting clinical trials or other drug or biologic development activities,
which could affect their performance on our behalf. If these third parties do not successfully carry out their contractual duties or obligations
or meet expected deadlines

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(including as a result of the outbreak of COVID-19), if they need to be replaced or if the quality or accuracy of the clinical data they obtain
is compromised due to the failure to adhere to our clinical protocols or regulatory requirements or for other reasons, our clinical trials may
be extended, delayed or terminated and we may not be able to complete development of, obtain regulatory approval of, or successfully
commercialize our cell therapies. As a result, our financial results and the commercial prospects for our cell therapies would be harmed, our
costs could increase and our ability to generate revenue could be delayed.

Switching or adding third parties to conduct our clinical trials involves substantial cost and requires extensive management time
and focus. In addition, there is a natural transition period when a new third party commences work. As a result, delays may occur, which
can materially impact our ability to meet our timelines for bringing our cell therapies to market, if at all.

Risks Related to Our Intellectual Property

We may be forced to litigate to enforce or defend our intellectual property rights, and/or the intellectual property rights of our licensors.

We may be forced to litigate to enforce or defend our intellectual property rights against infringement and unauthorized use by

competitors, and to protect our trade secrets. In so doing, we may place our intellectual property at risk of being invalidated, held
unenforceable, narrowed in scope or otherwise limited. Further, an adverse result in any litigation or defense proceedings may increase the
risk of non-issuance of pending applications. In addition, if any licensor fails to enforce or defend its intellectual property rights, this may
adversely affect our ability to develop and commercialize our SPEAR T-cells and to prevent competitors from making, using, and selling
competing products. Any such litigation could be very costly and could distract our management from focusing on operating our business.
The existence and/or outcome of any such litigation could harm our business, results of operations and financial condition.

Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a

risk that some of our confidential and proprietary information could be compromised by disclosure during this type of litigation. In
addition, there could be public announcements of the results of hearings, motions or other interim proceedings or developments. If
securities analysts or investors perceive these results to be negative, it could have a substantial adverse effect on the price of our ADSs.

We may also be forced to defend our intellectual property rights in opposition proceedings in front of patent offices in order to

obtain or continue to hold granted patent rights. Our inability to successfully defend our patents and patent applications in opposition
proceedings may result in a reduction in the scope of protection offered by such patents or patent applications or alternatively the patents or
patent applications may be revoked. Anonymous third party oppositions have been lodged against certain our European patents. None of
these oppositions relate to any cases which claim any of our clinical candidates.

We may not be able to protect our proprietary technology in the marketplace or the cost of doing so may be prohibitive or excessive.

Our success will depend, in part, on our ability to obtain patents, protect our trade secrets and operate without infringing on the

proprietary rights of others. We rely upon a combination of patents, trade secret protection (i.e., know-how), and confidentiality agreements
to protect the intellectual property of our cell therapies. However, patent protection may not be available for some of the cell therapies or
technology we are developing. If we must spend significant time and money protecting or enforcing our patents, designing around patents
held by others or licensing, potentially for large fees, patents or other proprietary rights held by others, our business results of operations
and financial condition may be harmed.

Proceedings to enforce our patent rights in foreign jurisdictions could result in substantial cost and divert our efforts and attention
from other aspects of our business. Enforcement of patents may also be cost prohibitive and we may be unable to prevent competitors from
entering the market with products that are similar to or the same as our cell therapies.

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In addition, patents have a limited lifespan. In most countries, including the U.S., the standard expiration of a patent is 20 years

from the effective filing date. Various extensions of patent term may be available in particular countries; however, in all circumstances the
life of a patent, and the protection it affords, has a limited term. If patent term extension is not available, our competitors may be able to
take advantage of our investment in development and clinical trials by referencing our clinical and non-clinical data, and then may be able
to launch their product earlier than might otherwise be the case.

We may be unable to adequately prevent disclosure of trade secrets and other proprietary information.

We rely on trade secrets to protect our proprietary know-how and technological advances, especially where we do not believe

patent protection is appropriate or obtainable. However, trade secrets are difficult to protect. We rely, in part, on confidentiality agreements
with our employees, consultants, outside scientific collaborators, sponsored researchers and other advisors to protect our trade secrets and
other proprietary information. These agreements may not effectively prevent disclosure of confidential information and may not provide an
adequate remedy in the event of unauthorized disclosure of confidential information. Proceedings to enforce trade secrets can be cost
prohibitive and we may be unable to prevent our competitors using our trade secrets.

If third parties claim that our activities or products infringe upon their intellectual property, our operations could be adversely affected.

There is a substantial amount of litigation, both within and outside the U.S., involving patents and other intellectual property rights
in the pharmaceutical industry. If we or our third party suppliers were found to infringe upon a patent or other intellectual property right, or
if we failed to obtain or renew a license under a patent or other intellectual property right from a third party, or if a third party that we were
licensing technologies from was found to infringe upon a patent or other intellectual property rights of another third party, we may be
required to pay damages, including triple damages if the infringement is found to be willful, suspend the manufacture of certain of our cell
therapies or reengineer or rebrand our cell therapies, if feasible, or we may be unable to enter certain new product markets. Any such
claims could also be expensive and time- consuming to defend and divert management’s attention and resources.

Licenses may be required from third parties in relation to any of cell therapies developed or commercialized by us.

We may identify third-party intellectual property rights that are required to enable the further development, commercialization,

manufacture or development of our SPEAR T-cells or other cell therapies, including our allogeneic cell therapies. Licenses to such
intellectual property rights may or may not be available on commercial terms that are acceptable to us. As a result we may incur additional
license fees for such intellectual property rights, or the cost and expenses to identify an alternative route for commercialization, that does
not require the relevant third-party intellectual property rights, or the cost and diversion of resources required to challenge any such third
party intellectual property rights.

Where we license certain technology from a third party, the prosecution, maintenance and defense of the patent rights licensed from
such third party may be controlled by the third party which may impact the scope of patent protection which will be obtained or
enforced.

Where we license patent rights or technology from a third-party, control of such third party patent rights may vest in the licensor,
particularly where the license is non-exclusive or field restricted. This may mean that we are not able to control or affect the scope of the
claims of any relevant third-party patent or have control over any enforcement of such a patent. Where a licensor brings an enforcement
action, this could negatively impact our business or result in additional restrictions being imposed on the license we have and the scope of
such license or result in invalidation or limitation of the scope of the licensed patent. In addition, should we wish to enforce the relevant
patent rights against a third person, we may be reliant on consent from the relevant licensor or the cooperation of the licensor. The licensor
may refuse to bring such action and leave us unable to restrict competitor entry into the market.

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Issued patents protecting our SPEAR T-cells or other cell therapies could be found invalid or unenforceable if challenged in court or at
the USPTO.

If we or one of our collaborators initiate legal proceedings against a third party to enforce a patent protecting one of our SPEAR T-

cells or cell therapies, the defendant could counterclaim that the patent protecting our cell therapy, as applicable, is invalid and/or
unenforceable. In patent litigation in the U.S., defendant counterclaims alleging invalidity and/or unenforceability are commonplace, and
there are numerous grounds upon which a third party can assert invalidity or unenforceability of a patent. Third parties may also raise
similar claims before administrative bodies in the United States or abroad, even outside the context of litigation. Such mechanisms include
re-examination, post grant review, and equivalent proceedings in foreign jurisdictions (e.g., opposition proceedings). Such proceedings
could result in revocation or amendment to our patents in such a way that they no longer cover our cell therapies.

General Business Risks

We depend upon our key personnel and our ability to attract and retain employees.

We are heavily dependent on the ongoing employment and involvement of certain key employees in particular, Adrian Rawcliffe,

our Chief Executive Officer; Dr. Helen Tayton-Martin, our Chief Business Officer; William Bertrand, our Chief Operating Officer; John
Lunger, our Chief Patient Supply Officer, Dr. Elliot Norry, our Chief Medical Officer, and Gavin Wood, our Chief Financial Officer. We do
not hold key-man insurance for our senior managers.

Our business is dependent on our ability to recruit experienced and suitably trained employees or consultants, and to retain such

employees on a long-term basis. Despite our efforts to retain valuable employees, members of our management, scientific and development
teams may terminate their employment with us on short notice which could result in us being unable to conduct our business in accordance
with current timelines and priorities. Although we have employment agreements with all of our employees in the U.K., these employment
agreements provide for a mutual nine months’ notice period in the case of Dr. Tayton-Martin and Mr. Wood; mutual three months’ or two
months’ notice periods in the case of senior managers and mutual one-month notice periods for all other employees. In the U.S., the
employment agreements provide for at-will employment except that, under their employment agreements, Mr. Rawcliffe, Mr. Bertrand, Mr.
Lunger and Dr. Norry and Cintia Piccina, our Chief Commercial Officer who joined the company on January 31, 2022, must provide
60 days’ written notice and our senior vice-presidents must provide 30 days’ written notice. This means that any of our employees in the
U.S., except for Mr. Rawcliffe, Mr. Bertrand, Mr. Lunger, Dr. Norry, Ms. Piccina and our senior vice-presidents, could leave our
employment at any time, with or without notice.

We will need to grow the size and capabilities of our organization, and we may experience difficulties in managing this growth.

As of December 31, 2021, we had 494 employees. As our development and commercialization plans and strategies develop, we
must add a significant number of additional managerial, operational, sales, marketing, financial, and other personnel. Future growth will
impose significant added responsibilities on members of management, including:

● identifying, recruiting, integrating, maintaining, and motivating additional employees;

● managing our internal development efforts effectively, including the clinical and FDA review process for our SPEAR T-cells,

while complying with our contractual obligations to contractors and other third parties; and

● improving our operational, financial and management controls, reporting systems, and procedures.

Our management may also have to divert a disproportionate amount of its attention away from day-to-day activities in order to
devote a substantial amount of time to managing growth activities and the resourcing of replacement employees in the event employees
leave. The ability to hire additional individuals and to integrate those

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individuals into the business may be more difficult whilst the COVID-19 pandemic is ongoing given the need for certain employees to
work from home, the difficulty in providing adequate training and the inability to conduct interviews in person.

We expect to face intense competition, which may be from companies with greater resources and experience than we have.

The pharmaceutical industry, and the immuno-oncology industry specifically, is highly competitive and subject to rapid

developments in treatment options. Competitors include large global pharmaceutical companies, biotechnology companies, specialty
immune-therapy companies and universities and research organizations, whether alone or in collaboration with other entities. Many of our
competitors have substantially greater financial, technical and other resources, such as larger research and development staff and may also
be able to progress clinical candidates through clinical studies quicker than we are able to. Mergers and acquisitions within the
pharmaceutical and biotechnology industry can also result in resources being concentrated within our competitors. Our competitors may
also have better developed commercialization capabilities and already established sales forces and manufacturing capability.

Within in any particular cancer indication we may face competition from other cell therapy companies, from personalized

medicine approaches, from other modalities of treatment, alternative drug products or therapies or from pre-existing treatment regimens
used to treat patients with that cancer indication.

Failure of our information technology systems could significantly disrupt the operation of our business.

Our ability to execute our business plan and to comply with regulators’ requirements with respect to data control and data 
integrity, depends, in part, on the continued and uninterrupted performance of our information technology systems and similar systems used 
by third-party providers that we rely on. These systems are vulnerable to damage from a variety of sources, including telecommunications 
or network failures, malicious human acts and natural disasters. There is an increase in vulnerability to damage as a result of the working 
from home policy adopted at our U.S. and U.K. facilities for certain of our employees during the course of the COVID-19 outbreak and the 
increase in malicious human acts occurring at the same time.  Moreover, despite network security and back-up measures, some of our 
servers are potentially vulnerable to physical or electronic break-ins, computer viruses and similar disruptive problems. Despite the 
precautionary measures we have taken to prevent unanticipated problems that could affect our information systems, sustained or repeated 
system failures or problems arising during the upgrade of any of our information systems that interrupt our ability to generate and maintain 
data, and in particular to operate our proprietary technology platform, could adversely affect our ability to operate our business. In addition, 
where disruption to such systems occurs at third-party providers, we may have limited ability to find alternative providers in any required 
timeframes or at all, and such disruption could significantly affect our ability to proceed with clinical or analytical or development 
programs.

We are exposed to risks related to currency exchange rates.

We conduct a significant portion of our operations within the U.K.in both U.S. dollars and pounds sterling and our arrangements

with GSK are denominated in pounds sterling. Changes in currency exchange rates have had and could have a significant effect on our
operating results. Exchange rate fluctuations between the U.S. dollar and local currencies create risk in several ways, including the
following: weakening of the pound sterling may increase the cost of overseas research and development expenses and other costs outside
the U.K.; strengthening of the U.S. dollar may decrease the value of any future revenues denominated in other currencies. Effects of
exchange rates on transactions and cash deposits held in a currency other than the functional currency of a subsidiary can distort our
financial results; and commercial pricing and profit margins are affected by currency fluctuations.

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Risks Related to Ownership of our American Depositary Shares (ADSs)

The market price and trading volume of our ADSs may be volatile.

Many factors may have a material adverse effect on the market price of the ADSs, including but not limited to:

● the commencement, enrollment or results of our planned clinical trials;

● the loss of any of our key scientific or management personnel;

● announcements of the failure to obtain regulatory approvals or receipt of a complete response letter from the FDA;

● announcements of undesirable restricted labeling indications or patient populations, or changes or delays in regulatory review

processes;

● announcements of therapeutic innovations or new products by us or our competitors;

● adverse actions taken by regulatory agencies with respect to our clinical trials, manufacturing supply chain or sales and

marketing activities;

● changes or developments in laws or regulations applicable to SPEAR T-cells;

● any adverse changes to our relationship with licensors, manufacturers or suppliers;

● the failure of our testing and clinical trials;

● unanticipated safety concerns;

● the failure to retain our existing, or obtain new, collaboration partners;

● announcements concerning our competitors or the pharmaceutical industry in general;

● the achievement of expected product sales and profitability;

● the failure to obtain reimbursements for SPEAR T-cells, if approved for marketing, or price reductions;

● manufacture, supply or distribution shortages;

● acquisitions or mergers and business deals announced by our competitors;

● the progress of competing treatment options and products or advent of new products which could impact the uptake or

commercial value of our cell therapies;

● actual or anticipated fluctuations in our operating results;

● our cash position;

● changes in financial estimates or recommendations by securities analysts;

● potential acquisitions;

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● the trading volume of ADSs on the Nasdaq Global Select Market (“ Nasdaq”);

● sales of our ADSs by us, our executive officers and directors or our shareholders in the future;

● general economic and market conditions and overall fluctuations in the U.S. equity markets including as resulting from the

COVID-19 outbreak and economic effects of such outbreak; and

● changes in accounting principles.

In addition, the stock market in general, and Nasdaq and biopharmaceutical companies in particular, have experienced extreme price
and volume fluctuations that have often been unrelated or disproportionate to the operating performance of these companies. Broad market
and industry factors may negatively affect the market price of our ADSs, regardless of our actual operating performance. Further, a decline
in the financial markets and related factors beyond our control may cause the price of our ADSs to decline rapidly and unexpectedly. In the
past, securities class action litigation has often been instituted against companies following periods of volatility in their stock price. This
type of litigation could result in substantial costs and could divert our management and other resources.

Substantial future sales of our ADSs in the public market, or the perception that these sales could occur, could cause the price of the
ADSs to decline and dilute shareholders.

Substantial future sales of our ADSs in the public market, or the perception that these sales could occur, could cause the market

price of the ADSs to decline. Sales of a substantial number of our ADSs in the public market could occur at any time. In addition, we have
registered an aggregate of 151,248,915 ordinary shares that we may issue under our equity compensation plans and, as a result, they can be
freely sold in the public market upon issuance and following conversion into ADSs, but subject to volume limitations applicable to
affiliates under Rule 144. Additionally, the majority of ordinary shares that may be issued under our equity compensation plans also remain
subject to vesting in tranches over a four-year period. As of December 31, 2021, an aggregate of 60,058,450 options over our ordinary
shares had vested and become exercisable. If a large number of our ADSs are sold in the public market after they become eligible for sale,
the sales could reduce the trading price of our ADSs and impede our ability to raise capital in the future.

We incur increased costs as a result of being a public company whose ADSs are publicly traded in the U.S. and our management must
devote substantial time to public company compliance and other compliance requirements.

As a U.S. public company whose ADSs trade on Nasdaq, we have incurred and will continue to incur significant legal,
accounting, insurance and other expenses. We are subject to the reporting requirements of the Exchange Act, which requires, among other
things, that we file with the SEC annual, quarterly and current reports with respect to our business and financial condition and must comply
with the Nasdaq listing requirements and other applicable securities rules and regulations. In addition, the Sarbanes-Oxley Act, as well as
rules subsequently adopted by the SEC and the Nasdaq to implement provisions of the Sarbanes-Oxley Act, impose significant
requirements on public companies, including requiring establishment and maintenance of effective disclosure and financial controls and
changes in corporate governance practices.

We expect the rules and regulations applicable to public companies to substantially increase our legal and financial compliance

costs and to make some activities more time-consuming and costly. Our insurance costs have increased, particularly for directors and
officers liability insurance, and we may be required to incur further substantial increased costs to maintain the same or similar coverage or
be forced to accept reduced coverage in future. To the extent these requirements divert the attention of our management and personnel from
other business concerns, they could have a material adverse effect on our business, financial condition and results of operations. The
increased costs will increase our net loss and may require us to reduce costs in other areas of our business or increase the requirement for
future financing. These laws and regulations could also make it more difficult and expensive for us to attract and retain qualified persons to
serve on our board of directors, our board committees or as our executive officers. Furthermore, if we are unable to satisfy our obligations
as a public company, we could be subject to delisting of the ADSs from Nasdaq, fines, sanctions and other regulatory action and potentially
civil litigation.

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Raising additional capital may cause dilution to our existing shareholders, restrict our operations or require us to relinquish rights to
our technologies or product candidate.

We may seek additional capital through a combination of public and private equity offerings, debt financings, strategic
partnerships and alliances and licensing arrangements. To the extent that we raise additional capital through the sale of equity or
convertible debt securities, your ownership interest will be diluted, and the terms may include liquidation or other preferences that
adversely affect your rights as a shareholder. The incurrence of indebtedness would result in increased fixed payment obligations and could
involve certain restrictive covenants, such as limitations on our ability to incur additional debt, limitations on our ability to acquire or
license intellectual property rights and other operating restrictions that could adversely impact our ability to conduct our business. If we
raise additional funds through strategic partnerships and alliances and licensing arrangements with third parties, we may have to relinquish
valuable rights to our technologies or product candidates, or grant licenses on terms unfavorable to us.

We may be classified as a passive foreign investment company in any taxable year and U.S. holders of our ADSs could be subject to
adverse U.S. federal income tax consequences.

The rules governing passive foreign investment companies, or PFICs, can have adverse effects for U.S. federal income tax

purposes. The tests for determining PFIC status for a taxable year depend upon the relative values of certain categories of assets and the
relative amounts of certain kinds of income. The determination of whether we are a PFIC depends on the particular facts and circumstances
(such as the valuation of our assets, including goodwill and other intangible assets) and may also be affected by the application of the PFIC
rules, which are subject to differing interpretations. In addition, it is not entirely clear how to apply the income test to a company like us,
which for any particular taxable year may have gross income that is either entirely passive or that significantly exceeds any active gross
income, but the overall losses of which from research and development activities exceed the overall amount of its gross income for that
year. Based on our estimated gross income, the average value of our assets, including goodwill and the nature of our active business,
although not free from doubt, we do not believe that the Company was classified as a PFIC for U.S. federal income tax purposes for the
U.S. taxable year ended December 31, 2021. There can be no assurance, however, that we will not be considered to be a PFIC for this
taxable year or any particular year in the future because PFIC status is factual in nature, depends upon factors not wholly within our
control, generally cannot be determined until the close of the taxable year in question and is determined annually.

If we are a PFIC, U.S. holders of our ADSs would be subject to adverse U.S. federal income tax consequences, such as

ineligibility for any preferred tax rates on capital gains or on actual or deemed dividends, interest charges on certain taxes treated as
deferred, and additional reporting requirements under U.S. federal income tax laws and regulations. A U.S. holder of our ADSs may be
able to mitigate some of the adverse U.S. federal income tax consequences described above with respect to owning the ADSs if we are
classified as a PFIC, provided that such U.S. investor is eligible to make, and validly makes, a “mark-to-market” election. In certain
circumstances a U.S. Holder can make a “qualified electing fund” election to mitigate some of the adverse tax consequences described with
respect to an ownership interest in a PFIC by including in income its share of the PFIC’s income on a current basis. However, we do not
currently intend to prepare or provide the information that would enable a U.S. Holder to make a qualified electing fund election.

Investors should consult their own tax advisors regarding our PFIC status for any taxable year and the potential application of the

PFIC rules to an investment in our ADSs or ordinary shares.

If we fail to establish and maintain proper internal controls, our ability to produce accurate financial statements or comply with
applicable regulations could be impaired. A material weakness related to our risk assessment process over the design, implementation
and operational effectiveness of controls over deferred income taxes, specifically the accounting for deferred income tax asset valuation
allowance, was identified as part of the audit of our financial statements for the fiscal year ended December 31, 2021, the remediation
of which will require significant costs and resources.

We must maintain effective internal control over financial reporting in order to accurately and timely report our results of

operations and financial condition. The rules governing the standards that must be met for our management to assess our internal control
over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act are complex and

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require significant documentation, testing and possible remediation. These stringent standards require that our audit committee be advised
and regularly updated on management’s review of internal control over financial reporting.

Our compliance with applicable provisions of Section 404 requires that we incur substantial accounting expenses and expend

significant management attention and time on compliance-related issues as we implement additional corporate governance practices and
comply with reporting requirements. If we fail to staff our accounting and finance function adequately, if key employees within our
accounting and finance function leave, or if we fail to maintain internal control over financial reporting adequate to meet the requirements
of the Sarbanes-Oxley Act, our business and reputation may be harmed. Moreover, if we are not able to comply with the applicable
requirements of Section 404 in a timely manner, we may be subject to sanctions or investigations by regulatory authorities, including the
SEC and Nasdaq. Furthermore, if we are unable to conclude that our internal control over financial reporting is effective or if our
independent registered public accounting firm identifies deficiencies in our internal control over financial reporting that are deemed to be
material weaknesses, we could lose investor confidence in the accuracy and completeness of our financial reports, the market price of our
ADSs could decline, and we could be subject to sanctions or investigations by the SEC, Nasdaq or other regulatory authorities. Failure to
implement or maintain effective internal control systems required of U.S. public companies could also restrict our access to the capital
markets. The occurrence of any of the foregoing would also require additional financial and management resources.

In connection with the audit of our financial statements for the fiscal year ended December 31, 2021, we identified a material

weakness. This was related to our risk assessment process over the design, implementation and operational effectiveness of controls over
deferred income taxes, specifically the accounting for deferred income tax asset valuation allowance. This material weakness resulted in a
material misstatement in deferred income taxes that was corrected prior to the issuance of the financial statements. A material weakness is a
deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a
material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The underlying
causes of this material weakness have been identified and primarily relate to insufficient experience and inadequate training for new
individuals to identify and address the relevant risks and design of and to implement and operate controls over the related process and risks.

We are taking steps to remediate the material weakness, including (i) recruiting appropriate personnel with appropriate
qualification, including a Vice President Financial Controller with experience of income tax accounting; (ii) improving the design of our
controls for deferred income taxes, specifically in enhancing the requirements to perform the assessment of deferred income tax assets to
enable new personnel to effectively execute the control and (iii) enhancing the training provided to the individuals operating the deferred
income taxation controls. If we fail to fully remediate this material weakness or additional weaknesses or deficiencies in our internal
controls over financial reporting are identified this may undermine our ability to provide accurate, timely and reliable reports on our
financial and operating results.

U.S. investors may have difficulty enforcing civil liabilities against our company, our directors, officers and members of senior
management.

We are incorporated under the laws of England and Wales. The rights of holders of our ordinary shares and, therefore, certain of

the rights of holders of ADSs, are governed by English law, including the provisions of the Companies Act 2006, and by our articles of
association. These rights differ in certain respects from the rights of shareholders in typical U.S. corporations organized in, for example,
Delaware. Some of our directors, officers and members of senior management reside outside the U.S., and a substantial portion of our
assets and all or a substantial portion of the assets of such persons are located outside the U.S. As a result, it may be difficult for you to
serve legal process on us or our directors and executive officers or have any of them appear in a U.S. court. The U.S. and the U.K. do not
currently have a treaty providing for the recognition and enforcement of judgments, other than arbitration awards, in civil and commercial
matters. The enforceability in the U.K. of any judgment of a U.S. federal or state court will depend on the particular facts of the case as
well as the laws and any treaties in effect at the time, including conflicts of laws principles (such as those bearing on the question of
whether a U.K. court would recognize the basis on which a U.S. court had purported to exercise jurisdiction over a defendant). In this
context, there is doubt as to the enforceability in the U.K., in original actions or in actions for enforcement of judgments of U.S. courts, of
civil liabilities based solely on the federal securities laws of the U.S.. In addition, awards for punitive damages in actions brought in the
U.S. or

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elsewhere may be unenforceable in the U.K. An award for monetary damages under the U.S. securities laws would likely be considered
punitive if it did not seek to compensate the claimant for loss or damage suffered and was intended to punish the defendant.

Provisions in the U.K. City Code on Takeovers and Mergers that may have anti-takeover effects do not apply to us.

The U.K. City Code on Takeovers and Mergers, or the Takeover Code, applies to an offer for, among other things, a public

company whose registered office is in the U.K. if the company is considered by the Panel on Takeovers and Mergers, or the Takeover
Panel, to have its place of central management and control in the United Kingdom (or the Channel Islands or the Isle of Man). This is
known as the “residency test.” The test for central management and control under the Takeover Code is different from that used by the U.K.
tax authorities. Under the Takeover Code, the Takeover Panel will determine whether we have our place of central management and control
in the United Kingdom by looking at various factors, including the structure of our Board, the functions of the directors and where they are
resident.

In July 2018, the Takeover Panel confirmed that, based on our current circumstances, we are not subject to the Takeover Code. As
a result, our shareholders are not entitled to the benefit of certain takeover offer protections provided under the Takeover Code. We believe
that this position is unlikely to change at any time in the near future but, in accordance with good practice, we will review the situation on a
regular basis and consult with the Takeover Panel if there is any change in our circumstances which may have a bearing on whether the
Takeover Panel would determine our place of central management and control to be in the United Kingdom.

Item 1B. Unresolved Staff Comments

None.

Item 2.  Properties

The following table summarizes the facilities we lease as of December 31, 2021, including the location and size of the facilities,

and their primary use.

Location

     Approximate Square Feet

Primary Usage

     Lease Expiration Dates

Abingdon, Oxfordshire, United Kingdom

 67,140

Corporate headquarters , Research,
Development, Process development,
Manufacturing, Administration

October 2041

Abingdon, Oxfordshire, United Kingdom

 46,017

Manufacturing, Process Development,
Research

October 2041

Abingdon, Oxfordshire, United Kingdom

 11,657 Research, Development, Process

August 2023

development, Manufacturing

Philadelphia, Pennsylvania, United States

 47,700

Manufacturing, Process Development,
Research

October 2031

Stevenage, Hertfordshire, United
Kingdom

 2,642

  Administration

December 2023

As of December 31, 2021, all of the above sites were utilized by the Company with the exception of one of our facilities in

Abingdon, Oxfordshire, of 46,017 square feet, which is not currently occupied after completion of external works in November 2018.

We believe that our existing facilities are adequate for our near-term needs, but we expect to need additional space as we grow and

expand our operations. We believe that suitable additional or alternative office, laboratory, and manufacturing space will be available as
required in the future on commercially reasonable terms.

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Item 3.  Legal Proceedings

As of December 31, 2021, we were not a party to any material legal proceedings.

Item 4.  Mine Safety Disclosures

Not applicable

PART II

Item 5.  Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

General Market Information

Our ADSs have been listed on The Nasdaq Global Select Market since May 6, 2015 and are traded under the symbol “ADAP”.

Each ADS represents six ordinary shares. As of March 11, 2022, there were approximately 27 holders of record of our ordinary shares, par
value £0.001 per share, and approximately eight holders of record of our ADSs. The closing sale price per ADS on Nasdaq on March 11,
2022 was $1.82.

Equity Compensation Plans

For information about our equity compensation plans, see Part III, Item 11, below

Sales of Unregistered Securities

We did not sell any unregistered securities during the year ended December 31, 2021.

Company Purchases of Equity Securities

We did not repurchase any of our equity securities during the year ended December 31, 2021.

Stock Performance Graph

Notwithstanding any statement to the contrary in any of our previous or future filings with the Securities and Exchange
Commission, the following information relating to the price performance of our ADSs shall not be deemed “filed” with the Securities and
Exchange Commission or “soliciting material” under the Exchange Act and shall not be incorporated by reference into any such filings.

The following graph compares the cumulative total shareholder return on our ADSs with that of the Nasdaq Biotech Index and the

Nasdaq Composite Index for the period that our ADSs were publicly traded, which commenced

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on May 6, 2015. We selected the Nasdaq Biotech Index because our ADSs trade on The Nasdaq Global Select Market and we believe this
indicates our relative performance against a group consisting of more similarly situated companies.

Item 6.   [Reserved]

Item 7.   Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our

consolidated financial statements and the related notes to those statements included elsewhere in this Annual Report. In addition
to our historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans,
estimates, beliefs and expectations. Our actual results and the timing of events could differ materially from those discussed in these
forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this
Annual Report, particularly in Part I, Item 1A. “Risk Factors.”

Overview

We are a clinical-stage biopharmaceutical company focused on providing novel cell therapies to people with cancer. We are a

leader in the development of T-cell therapies for solid tumors and have seen responses in six solid tumors in clinical trials.

Our proprietary platform enables us to identify cancer targets, find and develop cell therapy candidates active against those targets

and produce therapeutic candidates for administration to patients. Our cell therapy candidates include Specific Peptide Enhanced Affinity
Receptor (“SPEAR T-cells”) which use genetically engineered T-cell receptors; next generation T-cell Infiltrating Lymphocytes (“TiLs”)
where a patient’s own T-cells are co-administered with our next generation technology, and HLA-independent TCRs (“HiTs”) where
surface proteins are targeted independently of the peptide-HLA complex. Our cell therapies are currently manufactured on an autologous or
per patient basis and we have a proprietary allogeneic platform for the development of “off the shelf” cell therapies.

Our MAGE-A4 cell therapy franchise includes multiple T-cell therapy products targeting indications in which the MAGE-A4

antigen is expressed, with responses seen in eight indications (head and neck, esophagogastric junction

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(“EGJ”), NSCLC-squamous, synovial sarcoma, melanoma, bladder, ovarian and MRCLS indications) across the franchise. A Biologics
License Application (BLA) for the lead product (afami-cel) is targeted for filing with the FDA in Q4 2022 for synovial sarcoma. We have
multiple clinical trials ongoing or planned across the remainder of the MAGE-A4 franchise:

● SPEARHEAD-1 Phase 2 Trial with afami-cel (ADP-A2M4): A registration directed Phase 2 clinical trial is ongoing in

synovial sarcoma and myxoid round cell liposarcoma (“MRCLS”) indications in which the MAGE-A4 antigen is expressed.
Enrollment in Cohort 1 is complete, and the cohort met its primary endpoint with an overall response rate (ORR) per
independent review of 34%. Subject to the successful filing and approval of a Biologics License Application by the FDA we
plan to commercially launch ADP-A2M4 in the United States (“U.S.”). Cohort 2 of the trial is ongoing.

● SURPASS Phase 1 Trial with ADP-A2M4CD8: Enrollment is ongoing in a Phase 1 trial for our next generation SPEAR T-
cell, ADP-A2M4CD8, including for patients with lung, gastroesophageal, head and neck, ovarian and bladder cancers in
which the MAGE-A4 antigen is expressed. An overall response rate of 36% was reported at the European Society for
Medical Oncology (“ESMO”) conference in 2021 with a confirmed complete response in ovarian cancer and confirmed
partial responses reported in ovarian, head and neck, esophagogastric junction, bladder and synovial sarcoma cancers.

● SURPASS -2 Phase 2 Trial with ADP-A2M4CD8: A Phase 2 clinical trial with ADP-A2M4CD8 in esophageal and EGJ

cancers has been initiated and is enrolling.

A further Phase 2 trial with ADP-A2M4CD8 in ovarian cancer (“SURPASS-3”) is planned to start later in 2022 and an additional

cohort to the SURPASS trial combining ADP-A2M4CD8 with a checkpoint inhibitor is also in planning.

We are also planning to initiate a Phase 1 trial with a new next-generation SPEAR T-cell targeting MAGE-A4.  This product is 

being developed in collaboration with Noile-Immune Biotech Inc. (“Noile-Immune”), and incorporates IL-7 and CCL19 into the cell 
therapy product.

Outside of the MAGE-A4 franchise, we have an active preclinical pipeline of cell therapy candidates with the aim of delivering

five new autologous cell therapies to the clinic by 2025. The pipeline includes new autologous SPEAR T-cells, SPEAR T-cells addressing
alternative HLA-types, next generation SPEAR T-cells, next-generation TILs and HiTs. These are being developed internally and in
collaboration with third parties including Alpine Immune Sciences (“Alpine”), the National Center for Cancer Immune Therapy in
Denmark (“CCIT”) and Noile-Immune. A clinical trial application (“CTA”) for TILS incorporating IL-7 has been filed in Denmark, with a
clinical trial planned to start in 2022 at CCIT. These approaches enable us to further enhance and extend the reach of our cell therapies and
increase the number of patients we can potentially treat.

We are also developing allogeneic or “off-the-shelf” cell therapies utilizing a proprietary allogeneic platform. The platform utilizes

cells derived from Induced Pluripotent Stem Cells (“iPSC”), which can be gene-edited to express our clinical candidates, for example
afami-cel and then differentiated into the required end cell type, for example T-cells. The platform is applicable to all of our cell therapies
and we plan to bring two allogeneic programs to the clinic by 2025, the first for SPEAR T-cells targeting MAGE-A4.

We have generated losses since our inception in 2008, during which time we have devoted substantially all of our resources to the

research and development of our cell therapies. We expect to continue to incur losses for the foreseeable future and our net losses may
fluctuate significantly from quarter to quarter. Our expenses may increase significantly depending on the progress of our clinical trials,
requirements to conduct additional clinical trials (including as a result of the filing of a BLA), requirement for further manufacturing to
support our development activities,

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investment in additional manufacturing capabilities and investment in resources and infrastructure to support the planned
commercialization of our cell therapies. Further information can be founded in Item 1A. Risk Factors.

In connection with the audit of our financial statements for the fiscal year ended December 31, 2021, we identified a material

weakness. This was related to our risk assessment process over the design, implementation and operational effectiveness of controls over
deferred income taxes, specifically the accounting for deferred income tax asset valuation allowance. This material weakness resulted in a
material misstatement in deferred income taxes that was corrected prior to the issuance of the financial statements. The underlying causes
of this material weakness have been identified and we are taking steps to remediate.

COVID-19 pandemic and Our Business

During the COVID-19 pandemic we have continued to focus on ensuring the safety of our work force whilst continuing the work 

we do to make our therapies available to people with cancer. Our facilities in the U.S. and U.K. remained open to support critical 
manufacturing and scientific activities. We are working with our employees to ensure that they follow guidelines set out by the U.K. and 
U.S. governments, as well as regional guidance including requirements for social distancing and mask wearing.  In addition to safe working 
practices, we have invested in personal protective equipment and installed screens and other physical measures to enhance the safety of our 
facilities.  

The pandemic has created challenges for conducting clinical trials and we continue to work with our clinical sites to enroll and

treat patients at the earliest possible time particularly given that many of our patients have late-stage cancer. Certain clinical sites have
chosen to postpone treatment of patients or participation in trials whilst the pandemic is impacting resources at those sites. We have
experienced challenges around our supply chain. Many of the materials and consumables we require for manufacture and supply of
products and also for research are also required for manufacture of COVID-19 vaccines and as a result these were prioritized to meet
vaccine supplies. In certain cases, for example, in accordance with the U.S. Defense Production Act, suppliers were required to prioritize
vaccine supplies. This resulted in some delays in supply of materials and consumables we require for our business, however, we were able 
to mitigate against impacts associated with any supply delays by purchasing in advance where possible, prioritizing use of such supplies 
and sourcing alternative suppliers where necessary.  

We have continued and will continue to adjust our working practices as the pandemic evolves to ensure we can continue to treat

people with cancer as quickly and as effectively as possible whilst protecting the health of our colleagues.

Financial Operations Overview

Revenue

The Company has three contracts with customers: the Genentech Collaboration and License Agreement, the GSK Collaboration

and License Agreement and the Astellas Collaboration Agreement.

The Genentech Collaboration and License Agreement

On September 3, 2021, Adaptimmune Limited, a wholly owned subsidiary of Adaptimmune Therapeutics Plc, entered into a Strategic
Collaboration and License Agreement with Genentech, Inc. (“Genentech”) and F. Hoffman-La Roche Ltd. The collaboration has two
components:

1) development of allogeneic T-cell therapies for up to five shared cancer targets
2) development of personalized allogeneic T-cell therapies utilizing αβ T-cell receptors (TCRs) isolated from a patient, with

such therapies being administered to the same patient.

The parties will collaborate to perform a research program, initially during an eight-year period (which may be extended for up to

two additional two-year terms at Genentech’s election upon payment of an extension fee for each two-year term), to develop the cell
therapies, following which Genentech will determine whether to further develop and commercialize such therapies. The Company began
recognizing revenue for the performance obligations relating to the

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initial “off-the-shelf” collaboration targets and the personalized therapies in 2021, however this did not have a material impact on the
consolidated financial statements.

The Company identified the following performance obligations under the agreement: (i) research services and rights granted under

the licenses for each of the initial “off-the-shelf” collaboration targets, (ii) research services and rights granted under the licenses for the
personalized therapies, (iii) material rights relating to the option to designate additional “off-the-shelf” collaboration targets and (iv)
material rights relating to the two options to extend the research term. The revenue allocated to the initial “off-the-shelf” collaboration
targets and the personalized therapies is recognized as development progresses. The revenue allocated to the material rights to designate
additional ‘off-the-shelf’ collaboration targets is recognized from the point that the options are exercised and then as development
progresses, in line with the initial “off-the-shelf” collaboration targets, or at the point in time that the rights expire. The revenue from the
material rights to extend the research term is recognized from the point that the options are exercised and then over period of the extension,
or at the point in time that the options expire.

The GlaxoSmithKline (“GSK”) Collaboration and License Agreement

The GSK Collaboration and License Agreement consists of multiple performance obligations. GSK nominated its third target

under the Collaboration and License Agreement in 2019, and the Company received $3.2 million following the nomination of the target
and a further $4.2 million in June 2021 following achievement of a development milestone, which are being recognized as revenue as
development progresses.

The Astellas Collaboration Agreement

On January 13, 2020, the Company entered into a collaboration agreement with Astellas Pharma Inc., (“Astellas”). The Company

received a $50.0 million non-refundable upfront payment in January 2020 after entering into the agreement. Under the agreement the
parties will agree on up to three targets and will co-develop T-cell therapies directed to those targets pursuant to an agreed research plan.
For each target, Astellas will fund co-development up until completion of a Phase 1 trial for products directed to such target. In addition,
Astellas was also granted the right to develop, independently of Adaptimmune, allogeneic T-cell therapy candidates directed to two targets
selected by Astellas. Astellas will have sole rights to develop and commercialize products resulting from these two targets.

The agreement consists of the following performance obligations: (i) research services and rights granted under the co-exclusive

license for each of the three co-development targets and (ii) the rights granted for each of the two independent Astellas targets. The revenue
allocated to the co-development targets is recognized as the development of products directed to the targets progresses up until completion
of a Phase 1 trial. The revenue allocated to each of the research licenses for the targets being independently developed by Astellas will be
recognized when the associated license commences, which is upon designation of a target by Astellas.

Research and Development Expenses

Research and development expenditures are expensed as incurred. Research and development expenses consist principally of the

following:

● salaries for research and development staff and related expenses, including benefits;

● costs for production of preclinical compounds and drug substances by contract manufacturers;

● fees and other costs paid to contract research organizations in connection with additional preclinical testing and the

performance of clinical trials;

● costs associated with the development of a process to manufacture and supply our lentiviral vector and cell therapies for use

in clinical trials;

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● costs to develop manufacturing capability at our U.S. facility for manufacture of cell therapies for use in clinical trials;

● costs relating to facilities, materials and equipment used in research and development;

● costs of acquired or in-licensed research and development which does not have alternative future use;

● costs of developing assays and diagnostics;

● an allocation of indirect costs clearly related to research and development;

● amortization and depreciation of property, plant and equipment and intangible assets used to develop our cells therapies; and

● share-based compensation expenses.

These expenses are partially offset by:

●  reimbursable tax and expenditure credits from the U.K. government.

Research and development expenditure is presented net of reimbursements from reimbursable tax and expenditure credits from the

U.K. government. As a company that carries out extensive research and development activities, we benefit from the U.K. research and
development tax credit regime for small and medium sized companies (“SME R&D Tax Credit Scheme”), whereby our principal research
subsidiary company, Adaptimmune Limited, is able to surrender the trading losses that arise from its research and development activities
for a payable tax credit of up to approximately 33.4% of eligible research and development expenditures. Qualifying expenditures largely
comprise employment costs for research staff, consumables and certain internal overhead costs incurred as part of research projects for
which we do not receive income. Subcontracted research expenditures are eligible for a cash rebate of up to approximately 21.7%. A large
proportion of costs in relation to our pipeline research, clinical trials management and manufacturing development activities, all of which
are being carried out by Adaptimmune Limited, are eligible for inclusion within these tax credit cash rebate claims.

Expenditures incurred in conjunction with our collaboration agreements are not qualifying expenditures under the SME R&D Tax
Credit Scheme but certain of these expenditures can be reimbursed through the U.K. research and development expenditure credit scheme
(the “RDEC Scheme”). Under the RDEC Scheme tax relief is given at 12% (up to April 1, 2020) and 13% (after April 1, 2020) of
allowable R&D costs, which may result in a payable tax credit at an effective rate of approximately 10.5% of qualifying expenditure for the
year ended December 31, 2021.

Our research and development expenses may vary substantially from period to period based on the timing of our research and

development activities, which depends upon the timing of initiation of clinical trials and the rate of enrollment of patients in clinical trials.
The duration, costs, and timing of clinical trials and development of our cell therapies will depend on a variety of factors, including:

● the scope, rate of progress, and expense of our ongoing as well as any additional clinical trials and other research and

development activities;

● uncertainties in clinical trial enrollment rates;

● future clinical trial results;

● significant and changing government regulation;

● the timing and receipt of any regulatory approvals; and

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● supply and manufacture of lentiviral vector and cell therapies for clinical trials.

A change in the outcome of any of these variables may significantly change the costs and timing associated with the development
of that SPEAR T-cell. For example, if the FDA, or another regulatory authority, requires us to conduct clinical trials beyond those that we
currently anticipate will be required for regulatory approval, or if we experience significant delays in enrollment in any of our clinical
trials, we could be required to expend significant additional financial resources and time on the completion of clinical development.

General and Administrative Expenses

Our general and administrative expenses consist principally of:

● salaries for employees other than research and development staff, including benefits;

● business development expenses, including travel expenses;

● professional fees for auditors, lawyers and other consulting expenses;

● costs of facilities, communication, and office expenses;

● cost of establishing commercial operations;

● information technology expenses;

● amortization and depreciation of property, plant and equipment and intangible assets not related to research and development

activities; and

● share-based compensation expenses.

Other Income (Expense), Net

Other income (expense), net primarily comprises foreign exchange gains (losses). We are exposed to foreign exchange rate risk

because we currently operate facilities in the United Kingdom and United States. Our expenses are generally denominated in the currency
in which our operations are located, which are the United Kingdom and United States. However, our U.K.-based subsidiary incurs
significant research and development costs in U.S. dollars and, to a lesser extent, Euros. Our U.K. subsidiary has an intercompany loan
balance in U.S. dollars payable to the ultimate parent company, Adaptimmune Therapeutics plc. Since July 1, 2019, the intercompany loan
has been considered as being a long-term investment as repayment is not planned or anticipated in the foreseeable future. It is
Adaptimmune Therapeutics plc’s intent not to request payment of the intercompany loan for the foreseeable future. The foreign exchange
gains or losses arising on the revaluation of intercompany loans of a long-term investment nature are reported within other comprehensive
(loss) income, net of tax.

Our results of operations and cash flows will be subject to fluctuations due to changes in foreign currency exchange rates, which

could harm our business in the future. We seek to minimize this exposure by maintaining currency cash balances at levels appropriate to
meet forthcoming expenditure in U.S. dollars and pounds sterling. To date, we have not used hedging contracts to manage exchange rate
exposure, although we may do so in the future.

Taxation

We are subject to corporate taxation in the United Kingdom and the United States. We incur tax losses and tax credit

carryforwards in the United Kingdom. No deferred tax assets are recognized on our U.K. losses and tax credit carryforwards because there
is currently no indication that we will make sufficient taxable profits to utilize these tax losses and tax credit carryforwards.

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We benefit from reimbursable tax credits in the United Kingdom through the SME R&D Tax Credit Scheme as well as the RDEC

Scheme which are presented as a deduction to research and development expenditure.

Our subsidiary in the United States has generated taxable profits due to a Service Agreement between our U.S. and U.K. operating

subsidiaries and is subject to U.S. federal corporate income tax of 21%. Due to its activity in the United States, and the sourcing of its
revenue, the U.S. subsidiary is not currently subject to any state or local income taxes. The Company also benefits from the U.S Research
Tax Credit and Orphan Drug Credit.

In the future, if we generate taxable income in the United Kingdom, we may benefit from the United Kingdom’s “patent box”

regime, which would allow certain profits attributable to revenues from patented products to be taxed at a rate of 10%. As we have many
different patents covering our products, future upfront fees, milestone fees, product revenues, and royalties may be taxed at this favorably
low tax rate.

U.K. Value Added Tax (“VAT”) is charged on all qualifying goods and services by VAT-registered businesses. An amount of 20%
of the value of the goods or services is added to all relevant sales invoices and is payable to the U.K. tax authorities. Similarly, VAT paid on
purchase invoices paid by Adaptimmune Limited and Adaptimmune Therapeutics plc is reclaimable from the U.K. tax authorities.

Results of Operations

Comparison of Years Ended December 31, 2021 and 2020

The following table summarizes the results of our operations for the years ended December 31, 2021 and 2020, together with the

changes to those items (in thousands):

Year ended
December 31, 

2021

2020

Increase/decrease

Revenue
Research and development expenses
General and administrative expenses
Total operating expenses
Operating loss
Interest income
Other income (expense), net
Loss before income tax expense
Income tax expense
Loss for the period

Revenue

$

$

$

 6,149
 (111,090)
 (57,305)
 (168,395)
 (162,246)
 1,095
 3,852
 (157,299)
 (791)

 2,191  
 (19,522) 
 (11,510) 
 (31,032) 
 (28,841) 
 (1,218) 
 2,690  
 (27,369) 
 (629) 
$  (158,090) $  (130,092) $  (27,998) 

 3,958
 (91,568)
 (45,795)
 (137,363)
 (133,405)
 2,313
 1,162
 (129,930)
 (162)

 55 %
 21 %
 25 %
 23 %
 22 %
 (53)%
 231 %
 21 %
 388 %
 22 %

Revenue increased by $2.2 million to $6.1 million in the year ended December 31, 2021 compared to $4.0 million for the year

ended December 31, 2020 due to an increase in development activities under our collaboration agreements.

We expect that revenues will increase in future periods as the Company initiates development activities under the new Genentech

Collaboration agreement and continues activities under the GSK and Astellas Collaboration Agreements.

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Research and development expenses

Research and development expenses increased by $19.5 million to $111.1 million for the year ended December 31, 2021 from

$91.6 million for the year ended December 31, 2020. Our research and development expenses comprise the following (in thousands):

Salaries, materials, equipment, depreciation of property, plant and equipment and
other employee-related costs(1)
Subcontracted expenditure
Manufacturing facility expenditure
Share-based compensation expense
In-process research and development costs
Reimbursements receivable for research and development tax and expenditure credits

Year ended
December 31, 

2021

2020

Increase/decrease

$

 79,505
 46,469
 9,584
 9,052
 562
 (34,082)
$  111,090

$  64,308
 33,744
 7,652
 4,417
 889
 (19,442)
$  91,568

$

$

 15,197
 12,725
 1,932
 4,635
 (327)
 (14,640)
 19,522

 24 %
 38 %
 25 %
 105 %
 (37)%
 75 %
 21 %

(1) These costs are not analyzed by project since employees may be engaged in multiple projects at a time.

The net increase in our research and development expenses of $19.5 million for the year ended December 31, 2021 compared to

the year ended December 31, 2020 was primarily due to the following:

● an increase of $15.2 million in salaries, materials, equipment, depreciation of property, plant and equipment and other
employee-related costs, primarily due to an increase in employee compensation and contractor costs in the year ended
December 31, 2021;

● an increase of $12.7 million in subcontracted expenditures, including clinical trial expenses, contract research organization

(CRO) costs and contract manufacturing expenses, largely driven by an increase in clinical trial patient costs which was offset
slightly by a decrease in external contract manufacturing costs;

● an increase of $4.6 million in share-based compensation expense due to additional stock grants and lower increase in

forfeitures compared to the number of options; and

● an increase in reimbursements receivable for research and development tax and expenditure credits of $14.6 million due to

higher research and development costs.

Our subcontracted costs for the year ended December 31, 2021 were $46.5 million, compared to $33.7 million in the same period
of 2020. This includes $34.2 million directly associated with our afami-cel, ADP-A2M4CD8 and ADP-A2AFP SPEAR T-cells and $12.3
million of other costs.

Our research and development expenses are highly dependent on the phases and progression of our research projects and will

fluctuate depending on the outcome of ongoing clinical trials. We expect that our research and development expenses will increase in future
periods as we continue to invest in our research and development capabilities and as we progress towards regulatory approval of our first
SPEAR T-cell product.

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General and administrative expenses

General and administrative expenses increased by $11.5 million to $57.3 million for the year ended December 31, 2021 compared

to $45.8 million in the same period in 2020. Our general and administrative expenses comprise the following (in thousands):

Salaries, depreciation of property, plant and equipment
and other employee-related costs
Other corporate costs
Share-based compensation expense
Reimbursements

Year ended
December 31, 

2021

2020

Increase/decrease

$

$

 28,970
 18,911
 11,577
 (2,153)
 57,305

$

$

 25,408
 15,586
 5,997
 (1,196)
 45,795

$

$

 3,562
 3,325
 5,580
 (957)
 11,510

 14 %
 21 %
 93 %
 80 %
 25 %

The net increase in our general and administrative expenses of $11.5 million for the year ended December 31, 2021 compared to

the same period in 2020 was primarily due to the following:

● an increase of $3.6 million in salaries, depreciation of property, plant and equipment and other employee-related costs due to

an increase in headcount and contractor costs;

● an increase of $3.3 million in other corporate costs due to an increase in insurance and accounting, legal and professional

fees, including legal fees relating to the Genentech agreement; and

● an increase of $5.6 million in share-based compensation expense due to additional stock grants and lower forfeitures

compared to the number of options issued, caused in part by the high forfeitures incurred in 2020 due to the previous CEO
retiring as CEO.

We expect that our general and administrative expenses will increase in the future as we expand our operations and move towards

commercial launch.

Interest income

Interest income was $1.1 million for the year ended December 31, 2021 compared to $2.3 million for the year ended
December 31, 2020. Interest income primarily relates to interest on cash, cash equivalents and available-for-sale debt securities and is
presented net of amortization/accretion of the premium/discount on purchase of the debt securities. Amortization on available-for-sale debt
securities for the year ended December 31, 2021 was $5.3 million compared to amortization of $3.8 million for the year ended December
31, 2020.

Other income, net

Other income, net was $3.9 million for the year ended December 31, 2021 compared to $1.2 million for the year ended
December 31, 2020. Other income, net primarily relates to unrealized foreign exchange gains and losses on cash and cash equivalents, and
intercompany loans held in U.S. dollars by our U.K. subsidiary other than those of a long-term investment nature, where repayment is not
planned or anticipated in the foreseeable future.

Income taxes

Income tax expenses were $0.8 million for the year ended December 31, 2021, compared to $0.2 million for the year ended

December 31, 2020. Income taxes arise in the United States due to our U.S. subsidiary generating taxable profits. We incur losses in the
United Kingdom.

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Comparison of Years Ended December 31, 2020 and 2019

The following table summarizes the results of our operations for the years ended December 31, 2020 and 2019, together with the

changes to those items (in thousands):

Revenue
Research and development (including losses accrued on
firm purchase commitments of $- and $5,000)
General and administrative expenses
Total operating expenses
Operating loss
Interest income
Other income (expense), net
Loss before income tax expense
Income tax expense

Loss for the period

Revenue

Year ended
December 31, 

2020

2019

Increase/decrease

$

 3,958

$

 1,122

$  2,836  

 253 %

 (91,568)
 (45,795)
 (137,363)
 (133,405)
 2,313
 1,162
 (129,930)
 (162)

 (5,933) 
 2,404  
 (3,529) 
 6,365  
 (459) 
 (1,087) 
 (6,993) 
 (80) 
$  (130,092) $  (137,165) $  (7,073) 

 (97,501)
 (43,391)
 (140,892)
 (139,770)
 2,772
 75
 (136,923)
 (242)

 (6)%
 6 %
 (3)%
 (5)%
 (17)%
 (1,449)%
 (5)%
 (33)%
 (5)%

Revenue increased by $2.9 million to $4.0 million in the year ended December 31, 2020 compared to $1.1 million for the year

ended December 31, 2019 due to an increase in development activities under our collaboration agreements.

We expect that revenues will increase in future periods as the Company increases development activities on the first target under the

Astellas Collaboration Agreement and as further targets are nominated.

Research and development expenses

Research and development expenses decreased by $5.9 million to $91.6 million for the year ended December 31, 2020 from $97.5

million for the year ended December 31, 2019. Our research and development expenses comprise the following (in thousands):

Salaries, materials, equipment, depreciation of property, plant and equipment and other
employee-related costs(1)
Subcontracted expenditure
Manufacturing facility expenditure
Accrued purchase commitments
Share-based compensation expense
In-process research and development costs
Reimbursements receivable for research and development tax and expenditure credits

Year ended
December 31, 

2020

2019

Increase/decrease

$  64,308
 33,744
 7,652
 —
 4,417
 889
 (19,442)
$  91,568

$  63,240
 32,788
 6,754
 5,000
 3,812
 4,556
 (18,649)
$  97,501

$  1,068
 956
 898
 (5,000)
 605
 (3,667)
 (793)
$  (5,933)

 2 %
 3 %
 13 %
 (100)%
 16 %
 (80)%
 4 %
 (6)%

(1) These costs are not analyzed by project since employees may be engaged in multiple projects at a time.

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The net decrease in our research and development expenses of $5.9 million for the year ended December 31, 2020 compared to

the year ended December 31, 2019 was primarily due to the following:

● an increase of $1.1 million in salaries, materials, equipment, depreciation of property, plant and equipment and other

employee-related costs, primarily due to an increase in employee compensation in the year ended December 31, 2020, which
was partially offset by lower consumables costs and a reduction in travel costs as a result of COVID-19;

● an increase of $1.0 million in subcontracted expenditures, including clinical trial expenses, contract research organization

(CRO) costs and contract manufacturing expenses, largely driven by an increase in clinical trial patient costs;

● a decrease of $5.0 million in accrued purchase commitments, which relate to the supply of the Dynabeads® CD3/CD28

technology. In the year ended December 31, 2019, management considered that there was sufficient uncertainty surrounding
the utility of the Dynabeads resulting in the purchase commitment being recognized in research and development expenses;
and

● a decrease of $3.7 million in payments for in-process research and development as a result of our entering into a collaboration
agreement relating to the development of next-generation SPEAR T-cell products with Alpine Immune Sciences, Inc. and
Noile-Immune Biotech Inc. in the year ended December 31, 2019, offset by milestones payable to Universal Cells under our
amended existing agreement in the year ended December 31, 2020.

Our subcontracted costs for the year ended December 31, 2020 were $33.7 million, compared to $32.8 million in the same period
of 2019. This includes $22.3 million directly associated with our ADP-A2M4, ADP-A2M4CD8, ADP-A2AFP and ADP-A2M10 SPEAR
T-cells and $11.4 million of other costs.

General and administrative expenses

General and administrative expenses increased by $2.4 million to $45.8 million for the year ended December 31, 2020 compared

to $43.4 million in the same period in 2019. Our general and administrative expenses comprise the following (in thousands):

Salaries, depreciation of property, plant and equipment
and other employee-related costs
Other corporate costs
Share-based compensation expense
Reimbursements

Year ended
December 31, 

2020

2019

Increase/decrease

$

$

 25,408
 15,586
 5,997
 (1,196)
 45,795

$

$

 25,911
 11,145
 7,241
 (906)
 43,391

$

$

 (503)
 4,441
 (1,244)
 (290)
 2,404

 (2)%
 40 %
 (17)%
 32 %
 6 %

The net increase in our general and administrative expenses of $2.4 million for the year ended December 31, 2020 compared to

the same period in 2019 was primarily due to the following:

● an increase of $4.4 million in other corporate costs due to increased professional fees, insurance costs, investment in our IT

systems, and costs associated with the buildout of our commercial capabilities; offset by

● a decrease of $1.2 million in share-based compensation expense due to option forfeitures.

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Interest income

Interest income decreased by $0.5 million to $2.3 million for the year ended December 31, 2020 compared to $2.8 million for

the year ended December 31, 2019. Interest income primarily relates to interest on cash, cash equivalents and available-for-sale debt
securities and is presented net of amortization/accretion of the premium/discount on purchase of the debt securities. Amortization on
available-for-sale debt securities for the year ended December 31, 2020 was $3.8 million compared to accretion of $0.2 million for the year
ended December 31, 2019.

Other income, net

Other income, net was $1.2 million for the year ended December 31, 2020 compared to $0.1 million for the year ended
December 31, 2019. Other income, net primarily relates to unrealized foreign exchange gains and losses on cash and cash equivalents, and
intercompany loans held in U.S. dollars by our U.K. subsidiary other than those of a long-term investment nature, where repayment is not
planned or anticipated in the foreseeable future.

Income taxes

Income tax expense decreased to $0.2 million for the year ended December 31, 2020 from $0.2 million for the year ended

December 31, 2019. Income taxes arise in the United States due to our U.S. subsidiary generating taxable profits. We incur losses in the
United Kingdom.

Liquidity and Capital Resources

Sources of Funds

Since our inception, we have incurred significant net losses and negative cash flows from operations. We financed our operations

primarily through sales of equity securities, cash receipts under our Astellas Collaboration Agreement and Genentech and GSK
Collaboration and License Agreements, government grants and research and development tax and expenditure credits. From inception
through to December 31, 2021, we have raised:

● $857.2 million of proceeds from issues of equity, net of issue costs;

● $359.7 million through collaborative arrangements with Genentech, GSK and Astellas; and

● $82.1 million in the form of U.K. research and development tax credits and receipts from the U.K. RDEC Scheme.

We use a non-GAAP measure, Total Liquidity, which is defined as the total of cash and cash equivalents and marketable

securities, to evaluate the funds available to us in the near-term. A description of Total Liquidity and reconciliation to cash and cash
equivalents, the most directly comparable U.S. GAAP measure, are provided below under “Non-GAAP measures”.

As of December 31, 2021, we had cash and cash equivalents of $149.9 million and Total Liquidity of $369.6 million. We believe
that our Total Liquidity will be sufficient to fund our operations, based upon our currently anticipated research and development activities
and planned capital spending, into early 2024.

During the year ended December 31, 2021, the Company incurred a net loss of $158.1 million, generated cash of $10.7 million in
its operating activities, and generated revenues of $6.2 million. The Company has incurred net losses in most periods since inception, and it
expects to incur operating losses in foreseeable future periods.

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Management considers that there are no conditions or events, in the aggregate, that raise substantial doubt about the entity’s ability

to continue as a going concern for a period of at least one year from the date the financial statements are issued.

Cash Flows

The following table summarizes the results of our cash flows for the years ended December 31, 2021, 2020 and 2019 (in

thousands).

Net cash provided by/(used in) operating activities
Net cash provided by (used in) investing activities
Net cash provided by financing activities
Cash, cash equivalents and restricted cash

$

Year ended
December 31, 
2021

 10,729
 75,800
 3,288
 151,666

     Year ended

     Year ended

$

December 31, 
2020
 (53,591) $
 (278,924)
 340,051
 61,484

December 31, 
2019
 (112,507)
 94,945
 366
 54,908

Year ended December 31, 2021 compared to year ended December 31, 2020

Net cash provided by operating activities increased by $64.3 million to $10.7 million for the year ended December 31, 2021 from
a net cash used in operating activities of $53.6 million for the year ended December 31, 2020. The net cash provided by operating activities
in the year end December 31, 2021 was significantly increased by a $4.2 million milestone payment received under the GSK Collaboration
and License Agreement and the upfront payment of $150.0 million received under the Genentech Collaboration and License Agreement in
October 2021, as compared to a $50.0 million upfront payment from Astellas received in January 2020. The U.K. R&D tax credits received
in the year ended December 31, 2021 was $4.2 million higher than that received during the year ended December 31, 2020.

Year ended December 31, 2020 compared to year ended December 31, 2019

Net cash used in operating activities decreased by $58.9 million to $53.6 million for the year ended December 31, 2020 from
$112.5 million for the year ended December 31, 2019. The net cash used in operating activities in the year end December 31, 2020 was
significantly reduced by the $50.0 million upfront payment from Astellas in January 2020 upon entering into the Astellas Collaboration
Agreement and an increase in the U.K. R&D tax credits received in the year ended December 31, 2020 compared to the year ended
December 31, 2019.

Components of cash flows from operating activities

Net cash provided by operating activities of $10.7 million for the year ended December 31, 2021 comprised a net loss of

$158.1 million offset by noncash items of $34.2 million and $134.6 million of favorable changes in operating assets and liabilities. The
noncash items consisted primarily of depreciation expense on plant and equipment of $5.6 million, amortization of intangibles of $0.9
million, share-based compensation expense of $20.6 million, amortization of marketable securities of $5.3 million, unrealized foreign
exchange losses of $0.5 million and other losses of $1.2 million.

Net cash used in operating activities of $53.6 million for the year ended December 31, 2020 comprised a net loss of
$130.1 million offset by noncash items of $20.5 million and $56.0 million of favorable changes in operating assets and liabilities. The
noncash items consisted primarily of depreciation expense on plant and equipment of $6.6 million, amortization of intangibles of $1.0
million, share-based compensation expense of $10.4 million, amortization of marketable securities of $3.8 million, offset by unrealized
foreign exchange gains of $1.3 million.

Net cash used in operating activities of $112.5 million for the year ended December 31, 2019 comprised a net loss of $137.2
million offset by noncash items of $20.0 million and $4.7 million of favorable changes in operating assets and liabilities. The noncash
items consisted primarily of depreciation expense on plant and equipment of $7.2 million,

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amortization of intangibles of $0.8 million, share-based compensation expense of $11.1 million, and unrealized foreign
exchange losses of $1.1 million.

Investing Activities

Net cash provided by investing activities was $75.8 million for the year ended December 31, 2021 compared to net cash used in
investing activities of $278.9 million for the year ended December 31, 2020. The Company invests surplus cash and cash equivalents in
marketable securities. Cash provided by investing activities increased in the year ended December 31, 2021. Maturity or redemption of
marketable securities of $224.3 million was offset by investment in marketable securities of $139.8 million in the year ended December 31,
2021.

Net cash used in investing activities was $278.9 million for the year ended December 31, 2020 compared to net cash provided by

investing activities of $94.9 million for the year ended December 31, 2019, and net cash used in investing activities of $17.5 million for the
year ended December 31, 2018. The Company invests surplus cash and cash equivalents in marketable securities. Cash used in investing
activities increased in the year ended December 31, 2020, because the Company invested surplus cash, including net proceeds from
issuance of shares in marketable securities. Investment in marketable securities of $381.0 million was offset by $105.0 million from
maturity or redemption of marketable securities in the year ended December 31, 2020.

Net cash provided by investing activities in the year ended December 31, 2019 included purchases of property and equipment of
$1.6 million, acquisition of intangibles of $1.5 million, investment in marketable securities of $27.3 million, offset by cash inflows from
maturity or redemption of marketable securities of $125.3 million. The Company invests surplus cash and cash equivalents in marketable
securities. In the year ended December 31, 2019, the investments in marketable securities were reduced to fund the Company’s ongoing
operations.

Financing Activities

Net cash provided by financing activities was $3.3 million, $340.1 million and $0.4 million for the years ended

December 31, 2021, 2020 and 2019, respectively.

Net cash provided by financing activities for the year ended December 31, 2021 consisted of net proceeds from public offerings of

$2.5 million and proceeds from exercise of share options of $0.8 million.

Net cash provided by financing activities for the year ended December 31, 2020 consisted of net proceeds from public offerings of

$334.4 million and proceeds from exercise of share options of $5.7 million.

Net cash provided by financing activities for the year ended December 31, 2019 consisted of proceeds from exercise of share

options of $0.4 million.

Non-GAAP Measures

Total Liquidity (a non-GAAP financial measure)

Total Liquidity (a non-GAAP financial measure) is the total of cash and cash equivalents and marketable securities. Each of these

components appears in the Consolidated Balance Sheet. The U.S. GAAP financial measure

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most directly comparable to Total Liquidity is cash and cash equivalents as reported in the consolidated financial statements, which
reconciles to Total Liquidity as follows (in thousands):

Cash and cash equivalents
Marketable securities - available-for-sale debt securities
Total Liquidity

     December 31, 

     December 31, 

2021
 149,948
 219,632
 369,580

$

$

2020
 56,882
 311,335
 368,217

$

$

We believe that the presentation of Total Liquidity provides useful information to investors because management reviews Total
Liquidity as part of its management of overall solvency and liquidity, financial flexibility, capital position and leverage. The definition of
Total Liquidity includes marketable securities, which are highly liquid and available to use in our current operations.

Material Cash Requirements

As of December 31, 2021 the Company does not have any products approved for sale and has not generated any revenue from

product supplies or royalties. The Company’s material cash requirements primarily relate to costs associated with the clinical development
of our cell therapies, the development and enhancement of our manufacturing capabilities and securing a commercially viable
manufacturing platform for all of our cell therapies, advancing additional cell therapies into preclinical testing and progressing such cell
therapies through to clinical trials, supporting commercialization for ADP-A2M4 and to fund working capital, including for other general
corporate purposes.

Operating leases

As of December 31, 2021 the Company had material operating lease obligations of $33.0 million under non-cancellable leases for
laboratory and office property in Oxfordshire, United Kingdom, and Philadelphia, United States. Further details of our operating leases are
provided in Item 2 and in Note 8 of Item 16 of this Annual Report.

Purchase obligations

As of December 31, 2021, the Company’s unconditional purchase obligations totaled $18.1 million and include signed orders for
capital equipment and capital expenditure for construction and related expenditure relating to its properties in the United Kingdom and the
United States, of which the Company expects to incur $17.7 million within one year and $0.5 million within one to three years.

The Company also had non-cancellable commitments for the purchase of clinical materials and contract manufacturing, which

have been committed but not yet received, and committed funding under the MD Anderson strategic alliance, of up to $14.3 million, which
the Company expects to incur within one year. The amount and timing of these payments vary depending on the rate of progress of
development.

Future payments associated with clinical trials are not considered purchase commitments because they are contingent on

enrollment in clinical trials and the activities required to be performed by the clinical sites.

MD Anderson

In 2016, we entered into a multi-year strategic alliance with MD Anderson designed to expedite the development of T-cell

therapies for multiple types of cancer. We and MD Anderson are collaborating on a number of studies including clinical and preclinical
development of our SPEAR T-cell therapies targeting NY-ESO and MAGE-A10 and we will collaborate on future clinical stage first and
second generation SPEAR T-cell therapies such as ADP-A2M4 across a number of cancers, including bladder, lung, ovarian, head and
neck, melanoma, synovial sarcoma, esophageal and gastric cancers. Under the terms of the agreement, we committed at least $19.6 million
to fund studies. The Company made an upfront payment of $3.4 million to MD Anderson in the year ended December 31, 2017 and
milestone payments of $2.3 million, $3.5 million and $0.5 million in the years ended December 31, 2018, 2020 and

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2021, respectively. Payment of this funding is contingent on mutual agreement to study orders under the alliance agreement and the
performance of set milestones by MD Anderson. The timing and amount of future payments is uncertain.

Other obligations

On August 26, 2019, we entered into a collaboration and license agreement relating to the development of next-generation SPEAR

T-cell products with Noile-Immune. An upfront exclusive license option fee of $2.5 million was paid to Noile-Immune in 2019. This has
been recognized within Research and Development in the Consolidated Statement of Operations for the year ended December 31, 2019.
Under the agreement, development and commercialization milestone payments up to a maximum of $312 million may be payable if all
possible targets are selected and milestones achieved. Noile-Immune would also receive mid-single-digit royalties on net sales of resulting
products.

On May 14, 2019, we entered into a Collaboration Agreement relating to the development of next-generation SPEAR T-cell

products with Alpine. We paid an upfront exclusive license option fee of $2.0 million to Alpine in June 2019. Under the agreement,
Adaptimmune will pay Alpine for ongoing research and development funding costs and development and commercialization milestone
payments up to a maximum of $288 million, which may be payable if all possible targets are selected and milestones achieved. The upfront
payment of $2.0 million and the payments for ongoing research are recognized within Research and development. Alpine would also
receive low single-digit royalties on worldwide net sales of applicable products.

In 2015, we entered into a Research Collaboration and License Agreement relating to gene editing and HLA-engineering

technology with Universal Cells. We paid an upfront license fee of $2.5 million to Universal Cells. A milestone payment of $3.0 million
was made in February 2016 and further milestone payments of $0.2 million and $0.9 million were made in the year ended December 31,
2018 and 2017, respectively. The agreement was amended and re-stated as of January 13, 2020, primarily to reflect changes to the
development plan agreed between the parties. Further milestone payments of up to $37.6 million are payable if certain development and
product milestones are achieved of which milestones of $0.8 million and $0.5 million have been achieved, but not yet paid, as of December
31, 2021. Universal Cells would also receive a profit-share payment for the first product, and royalties on sales of other products utilizing
its technology.

Critical Accounting Policies and Significant Judgments and Estimates

We have prepared our consolidated financial statements in accordance with U.S. GAAP. Our preparation of these consolidated

financial statements requires us to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities,
expenses and related disclosures at the date of the consolidated financial statements, as well as revenue and expenses during the reporting
periods. We evaluate our estimates and judgments on an ongoing basis. We base our estimates on historical experience and on various other
factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying
value of assets and liabilities that are not readily apparent from other sources. Actual results could therefore differ materially from these
estimates under different assumptions or conditions.

While our significant accounting policies are described in more detail in Note 2 to our consolidated financial statements, we

believe the following accounting policies to be critical to the judgments and estimates used in the preparation of our financial statements.

Revenue Recognition

Allocation of transaction price using the relative standalone selling price

Upfront payments are allocated between performance obligations using the Company's best estimate of the relative standalone selling
price of the performance obligation. The relative standalone selling price is estimated by determining the market values of development and
license obligations. As these inputs are not directly observable, the estimate is determined considering all reasonably available information
including internal pricing objectives used in negotiating the

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contract, together with internal data regarding the cost and margin of providing services for each deliverable, taking into account the
different stage of development of each development program and consideration of adjusted-market data from comparable arrangements.
Where performance obligations have been identified relating to material rights, the determination of the relative standalone selling price of
these performance obligations also includes an assessment of the likelihood that the options will be exercised and any payments by the
customer that are triggered upon exercising the right. This assessment involves significant judgment and could have a significant impact on
the amount and timing of revenue recognition.

Determination of the cost to complete

Revenue allocated to performance obligations relating to provision of development activities is recognized using an estimate of the

percentage of completion of the project based on the costs incurred on the project as a percentage of the total expected costs. The 
determination of the percentage of completion requires management to estimate the costs-to-complete the project.  A detailed estimate of 
the costs-to-complete is re-assessed every reporting period based on the latest project plan and discussions with project teams.  If a change 
in facts or circumstances occurs, the estimate will be adjusted and the revenue will be recognized based on the revised estimate. The 
difference between the cumulative revenue recognized based on the previous estimate and the revenue recognized based on the revised 
estimate would be recognized as an adjustment to revenue in the period in which the change in estimate occurs. Determining the estimate 
of the cost-to-complete requires significant judgment and may have a significant impact on the amount and timing of revenue recognition. 
However, a 10% change in the cost-to-complete at December 31, 2021, would not have a significant impact on revenue recognized in the 
year ended December 31, 2021.

Operating Leases (Incremental Borrowing Rate)

Since the rates implicit in our leases are not readily determinable, we use the Company’s incremental borrowing rates (the rate of

interest that we would have to pay to borrow on a collateralized basis over a similar term for an amount equal to the lease payments in a
similar economic environment) based on the information available at commencement date in determining the discount rate used to calculate
the present value of lease payments. As we have no external borrowings, the incremental borrowing rates are determined using information
on indicative borrowing rates that would be available to us based on the value, currency and borrowing term provided by financial
institutions, adjusted for company and market specific factors.

Although we do not expect our estimates of the incremental borrowing rates to generate material differences within a reasonable
range of sensitivities, judgement is involved in selecting an appropriate rate, and the rate selected for each lease will have an impact on the
value of the lease liability and corresponding right-of-use (ROU) asset in the Consolidated Balance Sheets.

Deferred Taxes

Deferred tax is accounted for using the asset and liability method that requires the recognition of deferred tax assets and liabilities

for the expected future tax consequences of temporary differences between the financial statement carrying amount and the tax bases of
assets and liabilities at the applicable tax rates. As of December 31, 2021, we have deferred tax assets of $135.4 million, offset by deferred
tax liabilities of $2.9 million and a valuation allowance of $132.4 million.

A valuation allowance is provided when it is more-likely-than-not that some portion or all of the deferred tax assets will not be

realized. Future realization of the tax benefit of a deferred tax asset depends on the existence of sufficient taxable income of the appropriate
character (for example, ordinary income or capital gain) within the carryback or carryforward period available under the tax law. The
Company considers the following possible sources of

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taxable income when assessing whether there is sufficient taxable income to realize a tax benefit for deductible temporary differences and
carryforwards:

● future reversals of existing taxable temporary differences;

● future taxable income exclusive of reversing temporary differences and carryforwards;

● taxable income in prior carryback year(s) if carryback is permitted under the tax law; and

● tax-planning strategies.

The Company considers both positive and negative evidence regarding realization of the deferred tax assets and the subjectivity of

this evidence. This assessment includes estimating future taxable income, scheduling reversals of temporary differences, evaluating
expectations of future profitability, determining refund potential in the event of net operating loss carrybacks, and evaluating potential tax-
planning strategies.

The Company has generated losses in the United Kingdom since inception and is forecasted to generate tax losses for the next

several years and therefore the deferred tax assets arising in the United Kingdom are only considered more-likely-than-not of being realized
to the extent that reversing temporary taxable differences are available.

The U.S. subsidiary has generated taxable income since the fiscal year ended June 30, 2014 due to a Service Agreement between
our U.S. and U.K. operating subsidiaries and is forecast to generate taxable income in future periods. In determining whether the deferred
tax asset is more-likely-than-not of being recognized, the Company has taken into account the recent history of taxable profits, the forecast
of future taxable income, including whether future originating temporary deductible differences are likely to be realized, and the reversal of
temporary taxable deductions. Several of the temporary deductible differences reverse over a long time period, such as those relating to
share-based compensation expense, which the Company forecasts are likely to reverse over the next five years. The Company considers
that forecasting taxable income beyond the next few years is very subjective due to the nature and extent of the development process
subcontracted from the Company in the United Kingdom to the U.S. subsidiary. Less weight has been given to forecasts of taxable income
beyond the next few years.

The Company’s analysis is subject to estimates and judgments particularly relating to the timing of the reversal of temporary
deductible differences for stock compensation expense and the availability of future taxable income beyond the next few years, which
depend on the nature and extent of the subcontract development work performed by the U.S. subsidiary.

The deferred tax asset arising in the United States is only considered more-likely-than-not of being realized to the extent that there

are available reversing temporary taxable differences. As the Company believes that our cash and cash equivalents and marketable
securities will be sufficient to fund our operations, based upon our currently anticipated research and development activities and planned
capital spending, into early 2024, the Company considered the U.S. subsidiary’s future taxable income over this period. Based on this
assessment, the Company determined that the deductible temporary differences that the U.S. subsidiary will generate each year will be
more than the amount of temporary differences or credits that can be utilized by positive pre-tax income. As such it is only more-likely-
than-not that an immaterial amount of the current deferred tax asset in the U.S. subsidiary may be utilized. Therefore, the Company
concluded that a full valuation allowance should be maintained against the deferred tax asset of the U.S. subsidiary.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risks in the ordinary course of our business, which are principally limited to interest rate fluctuations,

foreign currency exchange rate fluctuations, particularly between pound sterling and U.S. dollar, and

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credit risk. These risks are managed by maintaining an appropriate mix of cash deposits and securities in various currencies, placed with a
variety of financial institutions for varying periods according to expected liquidity requirements.

As of December 31, 2021, we held $219.6 million in marketable securities, with the aim of diversifying our investments and

reducing credit risks. We have not entered into investments for trading or speculative purposes.

Interest Rate Risk

Our surplus cash and cash equivalents are invested in interest-bearing savings, money market funds, corporate debt securities and

commercial paper from time to time. Our investments in corporate debt securities are subject to fixed interest rates. Our exposure to interest
rate sensitivity is impacted by changes in the underlying U.K. and U.S. bank interest rates and the fair market value of our corporate debt
securities will fall in value if market interest rates increase. We do not believe an immediate one percentage point change in interest rates
would have a material effect on the fair market value of our portfolio, and therefore we do not expect our operating results or cash flows to
be significantly affected by changes in market interest rates.

Currency Risk

We are exposed to foreign exchange rate risk because we currently operate in the United Kingdom and the United States. Our
expenses are generally denominated in the currency in which our operations are located, which are the United Kingdom and the United
States. However, our U.K.-based subsidiary incurs significant research and development costs in U.S. dollars and, to a lesser extent, Euros.

The results of operations and cash flows will be subject to fluctuations due to changes in foreign currency exchange rates, which

could harm our business in the future. We seek to minimize this exposure by maintaining currency cash balances at levels appropriate to
meet forthcoming expenses in U.S. dollars and pounds sterling. To date, we have not used forward exchange contracts or other currency
hedging products to manage our exchange rate exposure, although we may do so in the future. The exchange rate as of December 31, 2021,
the last business day of the reporting period, was £1.00 to $1.35.

Credit Risk

Our cash and cash equivalents are held with multiple banks and we monitor the credit rating of those banks. Our investments in

corporate debt securities and commercial paper are subject to credit risk. Our investment policy limits investments to certain types of
instruments, such as money market instruments, corporate debt securities and commercial paper, places restrictions on maturities and
concentration by type and issuer and specifies the minimum credit ratings for all investments and the average credit quality of the portfolio.

Trade receivables were $0.8 million and $0.1 million as of December 31, 2021 and 2020, respectively. Trade receivables arise in

relation to the Astellas Collaboration Agreement and the Genentech and GSK Collaboration and License Agreements. We have been
transacting with Genentech since October 2021, Astellas since January 2020 and GSK since 2014, during which time no impairment losses
have been recognized. No balances were past due as of December 31, 2021.

Item 8.  Financial Statements and Supplementary Data

The financial statements required to be filed pursuant to this Item 8 are appended to this report. An index of those financial

statements is found in Item 15.

Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None

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Item 9A.  Controls and Procedures

Management’s Report Regarding the Effectiveness of Disclosure Controls and Procedures.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the
effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the
period covered by this Annual Report.

Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that there was a control
deficiency in our internal control over financial reporting which constituted a material weakness. Due to this material weakness, our
disclosure controls and procedures were not effective as of December 31, 2021 to assure that information required to be disclosed by us in
reports we file or submit pursuant to the Exchange Act is properly disclosed. We discuss this material weakness and the steps we have
taken to remedy such weakness in our discussion of internal control over financial reporting below.

Management’s Report Regarding the Effectiveness of Internal Control over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is

defined in Securities Exchange Act Rule 13a-15(f). Because of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonably assurance of
achieving their control objectives. Under the supervision and with the participation of our management, including our Chief Executive
Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based
on the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the
Treadway Commission

In connection with the audit of our financial statements for the fiscal year ended December 31, 2021, we identified a material weakness.
This was related to our risk assessment process over the design, implementation and operational effectiveness of controls over deferred
income taxes, specifically the accounting for deferred income tax asset valuation allowance which was deficient. This material weakness
resulted in a material misstatement in deferred income taxes that was corrected prior to the issuance of the financial statements. A material
weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable
possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
The underlying causes of this material weakness have been identified and primarily relate to insufficient experience and inadequate training
for new individuals to identify and address the relevant risks and design of and to implement and operate controls over the related process
and risks. Due to this material weakness, our internal controls over financial reporting were not effective as of December 31, 2021.

KPMG, LLP, the independent registered public accounting firm who audited the Company’s Consolidated Financial Statements

included in this Annual Report, has issued an attestation report expressing an adverse opinion on the Company’s internal control over
financial reporting as stated in their report which appears herein.

Changes in Internal Control Over Financial Reporting.

Other than the material weakness described above, there has been no change in our internal control over financial reporting (as

defined in Rule 13a-15(f) under the Exchange Act) that occurred during the fourth quarter of 2021 that has materially affected, or is
reasonably likely to materially affect, internal control over financial reporting.

We are taking steps to remediate the material weakness, including (i) recruiting appropriate personnel with appropriate
qualification, including a Vice President Financial Controller with experience of income tax accounting; (ii) improving the design of our
controls for deferred income taxes, specifically in enhancing the requirements to perform the assessment of deferred income tax assets to
enable new personnel to effectively execute the control and (iii) enhancing the training provided to the individuals operating the deferred
income taxation controls. If we fail to fully remediate this material weakness or additional weaknesses or deficiencies in our internal
controls over financial

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reporting are identified this may undermine our ability to provide accurate, timely and reliable reports on our financial and operating
results.

Item 9B. Other Information

None

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The information required under this item is incorporated herein by reference to our definitive proxy statement pursuant to

Regulation 14A, to be filed with the Commission not later than 120 days after the close of our fiscal year ended December 31, 2021.

Item 11. Executive Compensation

The information required under this item is incorporated herein by reference to our definitive proxy statement pursuant to

Regulation 14A, to be filed with the Commission not later than 120 days after the close of our fiscal year ended December 31, 2021.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required under this item is incorporated herein by reference to our definitive proxy statement pursuant to

Regulation 14A, to be filed with the Commission not later than 120 days after the close of our fiscal year ended December 31, 2021.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information required under this item is incorporated herein by reference to our definitive proxy statement pursuant to

Regulation 14A, to be filed with the Commission not later than 120 days after the close of our fiscal year ended December 31, 2021.

Item 14. Principal Accounting Fees and Services

The information required under this item is incorporated herein by reference to our definitive proxy statement pursuant to

Regulation 14A, to be filed with the Commission not later than 120 days after the close of our fiscal year ended December 31, 2021.

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a) 1. Financial Statements

As part of this Annual Report on Form 10-K, the consolidated financial statements are listed in the accompanying index to

financial statements on page F-1.

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2. Financial Statement Schedules

All schedules have been omitted because they are not required, not applicable, not present in amounts sufficient to require

submission of the schedule, or the required information is otherwise included.

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3. Exhibit Index

The following is a list of exhibits filed as part of this Annual Report on Form 10-K or are incorporated herein by reference:

Exhibit
Number

3.1*

4.1*

4.2*

4.3*

4.4**

10.1*†

10.2*†

10.3*†

10.4*†  

10.5*† 

10.6*† 

10.7*†

Description of Exhibit

Articles of Association of Adaptimmune Therapeutics plc (incorporated by reference to Exhibit 3.1 to our Form 8-K filed
with the SEC on June 16, 2016)

Form of certificate evidencing ordinary shares (incorporated by reference to Exhibit 4.1 to the Company’s Registration
Statement on Form F-1 (file no: 333-203267)).

Form of Deposit Agreement among Adaptimmune Therapeutics plc, Citibank, N.A., as the depositary bank and Holders
and Beneficial Owners of ADSs issued thereunder (incorporated by reference to Exhibit 4.2 to the Company’s
Registration Statement on Form F-1 (file no: 333-203267)).

Form of American Depositary Receipt (included in Exhibit 4.2) (incorporated by reference to Exhibit 4.3 to the
Company’s Registration Statement on Form F-1 (file no: 333-203267)).

Description of the Registrant’s Securities.

Collaboration Agreement, dated January 5, 2018, between Adaptimmune Limited and Cell Therapy Catapult Limited
(incorporated by reference to Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the year ended December
31, 2017 filed with the SEC on March 15, 2018).

Collaboration Agreement dated May 14, 2019 between Adaptimmune Limited and AIS Operating Co., Inc., f/k/a Alpine
Immune Sciences, Inc. (incorporated by reference to Exhibit 10.1 to our Form 10-Q filed with the SEC on August 1,
2019).

Collaboration agreement dated as of August 26, 2019, by and between Adaptimmune Limited and Noile-Immune
Biotech, Inc. (incorporated by reference to Exhibit 10.1 to our Form 8-K filed with the SEC on August 27, 2019).

Collaboration and License Agreement, dated January 13, 2020, by and between Universal Cells, Inc. and Adaptimmune
Limited (incorporated by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the year ended
December 31, 2019 filed with the SEC on February 27, 2020).

Amended and Restated Research Collaboration and License Agreement, dated January 13, 2020, by and between
Adaptimmune Limited and Universal Cells, Inc. and effective as of November 25, 2015 (incorporated by reference to
Exhibit 10.5 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on
February 27, 2020).

First Amendment to Commercial Development and Supply Agreement, dated November 23, 2019, between
Adaptimmune Limited and Life Technologies Corporation and effective as of November 18, 2019 (incorporated by
reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed
with the SEC on February 27, 2020).

Commercial Development and Supply Agreement, dated June 16, 2016, by and between Life Technologies Corporation
and Adaptimmune Limited and effective as of June 1, 2016 (incorporated by reference to Exhibit 10.1 to our Form 8-K
filed with the SEC on June 21, 2016).

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Exhibit
Number
10.8*†

10.9*†

10.10*

10.11*

10.12*

10.13*

10.14*

10.15*

10.16*

10.17*

10.18*

10.19*

10.20*

Description of Exhibit

Strategic Alliance Agreement, dated September 23, 2016, by
and between Adaptimmune LLC and The University Of Texas
M.D. Anderson Cancer Center (incorporated by reference to
Exhibit 10.11 to our Form 10-Q filed with the SEC on
November 10, 2016).

Strategic Collaboration and License Agreement, dated September 3, 2021, by and between Adaptimmune Limited
and Genentech, Inc. and F. Hoffman-La Roche Limited (incorporated by reference to Exhibit 10.1 to our Form 10-Q
filed with the SEC on November 4, 2021).

Employment Agreement dated as of December 16, 2020 by and
between Adaptimmune, LLC and Elliot Norry, and effective
January 1, 2021, (incorporated by reference to Exhibit 10.1 to
our Form 8-K filed with the SEC on December 16, 2020).

Employment Agreement dated as of August 1, 2019 by and
between Adaptimmune, LLC and John Lunger (incorporated
by reference to Exhibit 10.1 to our Form 8-K filed with the
SEC on August 1, 2019).

Employment Agreement dated as of June 26, 2019 by and
between Adaptimmune, LLC and Adrian Rawcliffe
(incorporated by reference to Exhibit 10.1 to our Form 8-K
filed with the SEC on June 27, 2019).

James Noble Letter Agreement dated June 26, 2019
(incorporated by reference to Exhibit 10.2 to our Form 8-K
filed with the SEC on June 27, 2019).

James Noble Variation Agreement dated June 26, 2019
(incorporated by reference to Exhibit 10.3 to our Form 8-K
filed with the SEC on June 27, 2019).

James Noble Letter of Appointment dated June 26, 2019
(incorporated by reference to Exhibit 10.4 to our Form 8-K
filed with the SEC on June 27, 2019).

Letter of Appointment dated July 5, 2018 and effective from
July 5, 2018 between the Company and John Furey
(incorporated by reference to Exhibit 99.1 to our Form 8-K
filed with the SEC on July 6, 2018).

Employment Agreement dated as of March 15, 2017 by and
between Adaptimmune, LLC and William Bertrand
(incorporated by reference to Exhibit 99.2 to our Form 8-K
filed with the SEC on March 15, 2017).

Service Agreement dated March 15, 2017 between
Adaptimmune Limited and Helen Tayton-Martin (incorporated
by reference to Exhibit 99.3 to our Form 8-K filed with the
SEC on March 15, 2017).

Executive Severance policy of Adaptimmune Therapeutics plc,
dated March 10, 2017, and effective March 10, 2017
(incorporated by reference to Exhibit 10.21 to the Company’s
Annual Report on Form 10-K for the year ended December 31,
2016 filed with the SEC on March 13, 2017).

Letter of Appointment, dated May 23, 2016 and effective June
23, 2016, between the Company and Barbara Duncan
(incorporated by reference to Exhibit 99.1 to our Form 8-K
filed with the SEC on June 23, 2016).

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Exhibit
Number

10.21*

10.22*

10.23*

10.24*

10.25*

10.26*

10.27*

10.28*

10.29*

10.30*

10.31*

Description of Exhibit

Letter of Appointment, dated August 9, 2016 and effective
August 11, 2016, between the Company and David M. Mott
(incorporated by reference to Exhibit 10.1 to our Form 8-K
filed with the SEC on August 12, 2016).

Letter of Appointment, dated August 9, 2016 and effective
August 11, 2016, between the Company and Lawrence M.
Alleva (incorporated by reference to Exhibit 10.2 to our Form
8-K filed with the SEC on August 12, 2016).

Letter of Appointment, dated August 9, 2016 and effective
August 11, 2016, between the Company and Ali Behbahani
(incorporated by reference to Exhibit 10.3 to our Form 8-K
filed with the SEC on August 12, 2016).

Letter of Appointment, dated August 9, 2016 and effective
August 11, 2016, between the Company and Elliott Sigal
(incorporated by reference to Exhibit 10.5 to our Form 8-K
filed with the SEC on August 12, 2016).

Service Agreement dated February 17, 2020, between
Adaptimmune Limited and Gavin Wood, and effective April 1,
2020, (incorporated by reference to Exhibit 10.1 to our Form 8-
K filed with the SEC on February 18, 2020).

Letter of Appointment, dated November 7, 2016 and effective
November 14, 2016, between the Company and Tal Zaks
(incorporated by reference to Exhibit 10.8 to our Form 10-Q
filed with the SEC on November 10, 2016).

Employment Agreement, dated January 26, 2022, between Adaptimmune, LLC and Cintia Piccina (incorporated by
reference to Exhibit 10.1 to our Form 8-K filed with the SEC on January 26, 2022).

Adaptimmune Therapeutics plc Company Share Option Plan,
dated March 16, 2015, as amended on April 15, 2015, as
further amended on January 13, 2016 (incorporated by
reference to Exhibit 4.32 to the Company’s Transition Report
on Form 20-F filed with the SEC on March 17, 2016).

Adaptimmune Therapeutics plc 2015 Share Option Scheme,
dated March 16, 2015, as amended on April 15, 2015, January
13, 2016 and December 18, 2017 (incorporated by reference to
Exhibit 10.5 to the Company’s Annual Report on Form 10-K
for the year ended December 31, 2017 filed with the SEC on
March 15, 2018).

Adaptimmune Therapeutics plc 2016 Employee Share Option
Scheme, dated January 14, 2016, as amended on December 18,
2017 (incorporated by reference to Exhibit 10.6 to the
Company’s Annual Report on Form 10-K for the year ended
December 31, 2017 filed with the SEC on March 15, 2018).

Adaptimmune Limited Share Option Scheme (Incorporating
Management Incentive Options), as amended on January 13,
2016 (incorporated by reference to Exhibit 4.28 to the
Company’s Transition Report on Form 20-F filed with the SEC
on March 17, 2016).

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Exhibit
Number
10.32*

10.33*

10.34*

10.35*

10.36*

10.37*

10.38*

10.39*

10.40*

10.41*

Adaptimmune Limited 2014 Share Option Scheme (Incorporating Enterprise Management Incentive Options), as
amended on January 13, 2016 (incorporated by reference to Exhibit 4.29 to the Company’s Transition Report on Form 20-
F filed with the SEC on March 17, 2016).

Description of Exhibit

Adaptimmune Limited Company Share Option Plan, dated December 16, 2014, as amended on January 13, 2016
(incorporated by reference to Exhibit 4.30 to the Company’s Transition Report on Form 20-F filed with the SEC on
March 17, 2016).

Deed of Variation, dated August 20, 2021, between MEPC Milton Park No. 1 Limited and MEPC Milton Park No. 2
Limited and Adaptimmune Limited relating to a lease of 39 Innovation Drive, Milton Park (incorporated by reference to
Exhibit 10.1 to our Form 8-K filed with the SEC on August 20, 2021).

Rent Security Deposit Deed dated August 20, 2021, between MEPC Milton Park No 1 Limited and MEPC Milton Park
No. 2 Limited, Adaptimmune Limited and Adaptimmune Therapeutics plc relating to 39 Innovation Drive and 60 Jubilee
Avenue, Milton Park (incorporated by reference to Exhibit 10.2 to our Form 8-K filed with the SEC on August 20, 2021).

Agreement dated August 13, 2021, between MEPC Milton Park No 1 Limited and MEPC Milton Park No. 2 Limited,
Adaptimmune Limited and Adaptimmune Therapeutics plc relating to 39 Innovation Drive and 60 Jubilee Avenue, Milton
Park (incorporated by reference to Exhibit 10.1 to our Form 8-K filed with the SEC on August 13, 2021).

Deed of Variation dated August 13, 2021, between MEPC Milton Park No 1 Limited and MEPC Milton Park No. 2
Limited, Adaptimmune Limited and Adaptimmune Therapeutics plc relating to a lease of 60 Jubilee Avenue, Milton Park
(incorporated by reference to Exhibit 10.1 to our Form 8-K filed with the SEC on August 13, 2021).

Lease, dated February 28, 2018, between MEPC Milton Park No. 1 Limited, MEPC Milton Park No. 2 Limited and
Adaptimmune Limited relating to 39 Innovation Drive, Milton Park (incorporated by reference to Exhibit 10.3 to the
Company’s Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC on March 15, 2018).

Rent Security Deposit Deed, dated February 28, 2018, between MEPC Milton Park No. 1 Limited, MEPC Milton Park
No. 2 Limited and Adaptimmune Limited relating to 39 Innovation Drive, Milton Park (incorporated by reference to
Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC on
March 15, 2018)..

Lease, dated October 24, 2016, by and between MEPC Milton Park No. 1 Limited and MEPC Milton Park No. 2 Limited,
Adaptimmune Limited and Adaptimmune Therapeutics plc relating to 60 Jubilee Avenue Milton Park (incorporated by
reference to Exhibit 10.12 to our Form 10-Q filed with the SEC on November 10, 2016).

Lease Agreement, dated July 28, 2015, between L/S 351 Rouse Boulevard, LP, and Adaptimmune LLC relating to 351
Rouse Boulevard, Philadelphia, Pennsylvania (incorporated by reference to Exhibit 4.14 to the Company’s Transition
Report on Form 20-F filed with the SEC on October 13, 2015).

10.42*†

Amendment Agreement No. 6, dated July 20, 2018 between Adaptimmune Limited and GlaxoSmithKline Intellectual
Property Development Ltd. (incorporated by reference to Exhibit 10.1 to our Form 10-Q filed with the SEC on August 2,
2018).

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Exhibit
Number
10.43*†

10.44*†

10.45*†

10.46*†

21.1*

23.1**

31.1**

31.2**

32.1**

32.2**

Amendment Agreement No. 5, dated September 7, 2017 between Adaptimmune Limited and GlaxoSmithKline
Intellectual Property Development Ltd. (incorporated by reference to Exhibit 10.1 to our Form 10-Q filed with the SEC
on November 2, 2017).

Description of Exhibit

Amendment Agreement No. 2, dated February 2, 2016 between Adaptimmune Limited and GlaxoSmithKline Intellectual
Property Development Ltd (incorporated by reference to Exhibit 4.4 to the Company’s Transition Report on Form 20-F
filed with the SEC on March 17, 2016).

Amendment Agreement No. 1, dated May 8, 2015 between Adaptimmune Limited and GlaxoSmithKline Intellectual
Property Development Ltd (incorporated by reference to Exhibit 4.3 to the Company’s Transition Report on Form 20-F
filed with the SEC on March 17, 2016).

Collaboration and License Agreement, dated May 30, 2014 between Adaptimmune Limited and GlaxoSmithKline
Intellectual Property Development Ltd (incorporated by reference to Exhibit 10.2 to our Registration Statement on Form
F-1 (file no: 333-203267)).

List of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the
year ended December 31, 2020 filed with the SEC on February 25, 2021).

Consent of KPMG LLP

Certificate of Chief Executive Officer pursuant to 17 CFR 240.13a-14(a).

Certificate of Chief Financial Officer pursuant to 17 CFR 240.13a-14(a).

Certificate of Chief Executive Officer pursuant to 17 CFR 240.13a-14(b) and 18 U.S.C.1350.

Certificate of Chief Financial Officer pursuant to 17 CFR 240.13a-14(b) and 18 U.S.C.1350.

101.INS**

XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags
are embedded within the Inline XBRL document.

101.SCH**

Inline XBRL Taxonomy Extension Schema Document.

101.CAL**

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF**

Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB**

Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE**

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104**

Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).

*     Previously filed.
**   Filed herewith.
†     Confidential treatment has been granted with respect to portions of this exhibit. A complete copy of this exhibit, including the redacted

terms, has been filed separately with the Securities and Exchange Commission.

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Item 16. Form 10-K Summary

None.

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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this

report to be signed on its behalf by the undersigned, hereunto duly authorized, on March 14, 2022.

SIGNATURES

ADAPTIMMUNE THERAPEUTICS PLC

By:

/s/ Adrian Rawcliffe
Name: Adrian Rawcliffe
Title:

Chief Executive Officer and Director

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints

Adrian Rawcliffe and Gavin Wood, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all
amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents
and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of
them or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on

March 14, 2022, in the capacities indicated.

Signature

/s/ Adrian Rawcliffe
Adrian Rawcliffe

/s/ Gavin Wood
Gavin Wood

/s/ David M. Mott
David M. Mott

/s/ Lawrence M. Alleva
Lawrence M. Alleva

/s/ Ali Behbahani, MD
Ali Behbahani, MD

/s/ Barbara Duncan
Barbara Duncan

/s/John Furey
John Furey

/s/ James Noble
James Noble

/s/ Elliott Sigal, MD, PhD
Elliott Sigal, MD, PhD

/s/ Tal Zaks, MD, PhD
Tal Zaks, MD, PhD

Title

Chief Executive Officer and Director
(Principal Executive Officer)

Chief Financial Officer
(Principal Accounting and Financial Officer)

Date

March 14, 2022

March 14, 2022

Chairman of the Board of Directors

March 14, 2022

Director

Director

Director

Director

Director

Director

Director

97

March 14, 2022

March 14, 2022

March 14, 2022

March 14, 2022

March 14, 2022

March 14, 2022

March 14, 2022

    
    
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Index to the Financial Statements:

Reports of Independent Registered Public Accounting Firm (PCAOB ID 1118)

Consolidated Balance Sheets as of December 31, 2021 and 2020

Consolidated Statements of Operations for the years ended December 31, 2021, 2020 and 2019

Consolidated Statements of Comprehensive Loss for the years ended December 31, 2021, 2020 and 2019

Consolidated Statements of Changes in Equity for the years ended December 31, 2021, 2020 and 2019

Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2020 and 2019

Notes to the Consolidated Financial Statements

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors Adaptimmune Therapeutics plc:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Adaptimmune Therapeutics Plc and subsidiaries (the
Company) as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive loss, changes in equity,
and cash flows for each of the years in the three year period ended December 31, 2021, and the related notes (collectively, the consolidated
financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of
the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the three year
period ended December 31, 2021, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the Company’s internal control over financial reporting as of December 31, 2021, based on criteria established in Internal
Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our
report dated March 14, 2022 expressed an adverse opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an

opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to
error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a
test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the
accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the
consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial

statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures
that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.
The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a
whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the
accounts or disclosures to which it relates.

Evaluation of estimation of costs to complete for Astellas collaboration agreement

As discussed in Note 3 to the consolidated financial statements, the Company recorded revenue of $6.149 million during the year

ended December 31, 2021, a portion of which related to the Astellas collaboration agreement. As discussed in Note 2, for research and
development activities carried out under the Astellas collaboration agreement, the Company recognizes revenue over time based on costs
incurred compared to total expected costs for that project. This determination requires the company to estimate cost-to-complete, which is
done at every reporting period based on the latest project plan and discussions with project teams.

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We identified the evaluation of estimation of costs to complete for the Astellas collaboration agreement as a critical audit matter. A

high degree of auditor judgement was involved in assessing the appropriateness of the costs to complete estimated by the company.

This determination requires the company to estimate cost-to-complete, which is done at every reporting period based on the latest

project plan and discussions with project teams.

The following are the primary procedures we performed to address this critical audit matter.

-We evaluated the design and tested the operating effectiveness of certain internal controls related to the revenue process,

including controls related to the initial development and periodic reassessment of estimates of costs to complete.

-We evaluated factors used in determining the stage of completion, by assessing the Company’s assumptions underlying the

estimate of total contract costs to be incurred and comparing them to similar research and development projects carried out by the
Company.

-We compared the Company’s estimate of total contract costs to be incurred to the actual costs incurred to assess the Company’s

ability to accurately estimate costs.

-We compared a selection of costs incurred to date to timesheet data or third-party costs to assess the accuracy of information used

in determining revenue to be recognised.

-We inquired of the project manager and alliance director of the project to evaluate factors impacting the costs to complete,

including progress to date and the estimate of remaining costs to be incurred

-We inspected minutes of Joint Steering Committee meetings between the Company and Astellas to evaluate factors impacting

costs to complete and compared it with the outcome of the inquiries stated above.

/s/ KPMG LLP

We have served as the Company’s auditor since 2010.

Reading, United Kingdom
March 14, 2022

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors Adaptimmune Therapeutics Plc:

Opinion on Internal Control Over Financial Reporting

We have audited Adaptimmune Therapeutic Plc’s and subsidiaries’ (the Company) internal control over financial reporting as of

December 31, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission. In our opinion, because of the effect of the material weakness, described below,
on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial
reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the consolidated balance sheets of the Company as of December 31, 2021 and 2020, the related consolidated statements of
operations, comprehensive loss, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2021,
and the related notes (collectively, the consolidated financial statements), and our report dated March 14, 2022 expressed an unqualified
opinion on those consolidated financial statements.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is

a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or
detected on a timely basis. A material weakness related to the risk assessment process over the design, implementation, and operational
effectiveness of controls over deferred income taxes, specifically the accounting for deferred income tax asset valuation allowance has been
identified and included in management’s assessment. The material weakness was considered in determining the nature, timing, and extent
of audit tests applied in our audit of the 2021 consolidated financial statements, and this report does not affect our report on those
consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report Regarding
the Effectiveness of Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal
control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be
independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the
Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the

audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material
respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial
reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal
control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the

reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (3) provide reasonable assurance regarding

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prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on
the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,

projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG LLP

Reading, United Kingdom
March 14, 2022

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ADAPTIMMUNE THERAPEUTICS PLC
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)

December 31, 
2021

December 31, 
2020

Assets
Current assets

Cash and cash equivalents
Marketable securities - available-for-sale debt securities
Accounts receivable, net of allowance for doubtful accounts of $0 and $0
Other current assets and prepaid expenses

Total current assets

Restricted cash
Hi Operating lease right-of-use assets, net of accumulated amortization
Property, plant and equipment, net of accumulated depreciation of $36,253 (2020: $31,097)
Intangible assets, net of accumulated amortization
Total assets

Liabilities and stockholders’ equity
Current liabilities
Accounts payable
Operating lease liabilities, current
Accrued expenses and other accrued liabilities
Deferred revenue, current

Total current liabilities

Operating lease liabilities, non-current
Deferred revenue, non-current
Other liabilities, non-current
Total liabilities

Stockholders’ equity

Common stock - Ordinary shares par value £0.001, 1,240,853,520 authorized and
937,547,934 issued and outstanding (2020: 1,038,249,630 authorized and
928,754,958 issued and outstanding)
Additional paid in capital
Accumulated other comprehensive loss
Accumulated deficit

Total stockholders' equity

$

$

$

149,948
219,632
752
45,126
415,458

1,718
20,875
30,494
1,000
469,545

8,113
2,320
29,909
22,199
62,541

23,148
177,223
673
263,585

1,337
959,611
(11,142)
(743,846)
205,960

$

$

$

56,882
311,335
139
29,796
398,152

4,602
18,880
27,778
1,730
451,142

6,389
2,773
27,079
2,832
39,073

20,938
49,260
644
109,915

1,325
935,706
(10,048)
(585,756)
341,227

Total liabilities and stockholders’ equity

$

469,545

$

451,142

See accompanying notes to Consolidated Financial Statements.

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ADAPTIMMUNE THERAPEUTICS PLC
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share data)

Development revenue
Revenue
Operating expenses
Research and development
General and administrative
Total operating expenses
Operating loss
Interest income
Other income (expense), net
Loss before income tax expense
Income tax expense
Net loss attributable to ordinary shareholders

Net loss per ordinary share

Basic and diluted

Weighted average shares outstanding:

Basic and diluted

$

$

$

December 31, 
2021

Period Ended
December 31, 
2020

December 31, 
2019

$

6,149
6,149

$

3,958
3,958

(111,090)
(57,305)
(168,395)
(162,246)
1,095
3,852
(157,299)
(791)
(158,090) $

(91,568)
(45,795)
(137,363)
(133,405)
2,313
1,162
(129,930)
(162)
(130,092) $

1,122
1,122

(97,501)
(43,391)
(140,892)
(139,770)
2,772
75
(136,923)
(242)
(137,165)

(0.17) $

(0.15) $

(0.22)

934,833,017

854,783,763

629,805,218

See accompanying notes to Consolidated Financial Statements.

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ADAPTIMMUNE THERAPEUTICS PLC
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(in thousands)

Net loss
Other comprehensive (loss) income, net of tax
Foreign currency translation adjustments, net of tax of $0, $0, and $0
Foreign currency gains (losses) on intercompany loan of a long-term investment
nature, net of tax of $0, $0, and $0
Unrealized gains (losses) on available-for-sale debt securities
Unrealized holding gains (losses) on available-for-sale debt securities, net of tax of $0,
$0, and $0
Reclassification adjustment for gains on available-for-sale debt securities included in
net loss, net of tax of $0, $0 and $0
Total comprehensive loss for the period

Year ended
December 31, 
2021
(158,090)

$

Year ended
December 31, 
2020
(130,092) $

Year ended
December 31, 
2019
(137,165)

$

5,808

(6,435)

(19,220)

(9,478)

16,364

11,783

(461)

161

207

(6)
(159,184)

$

$

(89)
(132,876) $

(13)
(134,666)

See accompanying notes to Consolidated Financial Statements.

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ADAPTIMMUNE THERAPEUTICS PLC
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(in thousands, except share data)

Common
stock

Additional
     paid in capital     

Accumulated
other
comprehensive
(loss)
income

Accumulated
deficit

Total
stockholders’
equity

Balance as of January 1, 2019
Issuance of shares upon exercise of stock options
Other comprehensive income
Share-based compensation expense
Net loss
Balance as of December 31, 2019
Issuance of shares upon exercise of stock options
Issuance of shares in the January Offering
Issuance of shares upon exercise of the overallotment
for the January Offering
Issuance of shares in the June Offering
Issuance of shares upon exercise of the overallotment
for the June Offering
Other comprehensive loss
Share-based compensation expense
Net loss
Balance as of December 31, 2020
Issuance of shares upon exercise of stock options
Issuance of shares under the At The Market program,
net of expenses
Other comprehensive loss
Share-based compensation expense
Net loss
Balance as of December 31, 2021

$

Common
stock
627,454,270
3,549,298
—
—
—
631,003,568
11,401,390
126,000,000

18,900,000
123,000,000

18,450,000
—
—
—
928,754,958
5,723,646

$

939
4
—
—
—
943
14
165

24
155

24
—
—
—
1,325
8

3,069,330
—
—  
—  
$

937,547,934

4
—
—  
—  
$

1,337

$

574,208
362
—
11,053
—
585,623
5,649
78,451

11,914
209,831

33,824
—
10,414
—
935,706
751

2,525
—
20,629

—  
$

959,611

$

(9,763)
—
2,499
—
—
(7,264)
—
—

—
—

—
(2,784)
—
—
(10,048)

—  

—  

(1,094)

—  
—  
$

(11,142)

(318,499)
—
—
—
(137,165)
(455,664)
—
—

—
—

—
—
-
(130,092)
(585,756)
—

—
—
—
(158,090)
(743,846)

$

$

246,885
366
2,499
11,053
(137,165)
123,638
5,663
78,616

11,938
209,986

33,848
(2,784)
10,414
(130,092)
341,227
759

2,529
(1,094)
20,629
(158,090)
205,960

See accompanying notes to Consolidated Financial Statements.

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ADAPTIMMUNE THERAPEUTICS PLC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

Cash flows from operating activities
Net loss
Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation
Amortization
Share-based compensation expense
Unrealized foreign exchange gains/(losses)
Amortization/(accretion) on available-for-sale debt securities
Other

Changes in operating assets and liabilities:

(Increase)/decrease in receivables and other operating assets
Decrease/(increase) in non-current operating assets
Increase in payables and other current liabilities
Increase in deferred revenue

Net cash provided by/(used in) operating activities

Cash flows from investing activities

Acquisition of property, plant and equipment
Acquisition of intangible assets
Maturity or redemption of marketable securities
Investment in marketable securities

Net cash provided by/(used in) investing activities

Year ended
December 31, 
2021

Year ended      Year ended

December 31, 
2020

December 31, 
2019

$

(158,090) $

(130,092) $

(137,165)

5,630
937
20,629
540
5,276
1,173

(19,358)
—
4,207
149,785
10,729

(8,574)
(207)
224,343
(139,762)
75,800

6,627
967
10,414
(1,333)
3,836
(55)

1,747
2,458
3,867
47,973
(53,591)

(2,341)
(565)
105,022
(381,040)
(278,924)

Cash flows from financing activities

Proceeds from issuance of common stock from offerings, net of commissions and
issuance costs
Proceeds from exercise of stock options
Net cash provided by financing activities

Effect of currency exchange rate changes on cash, cash equivalents and restricted
cash

Net increase/(decrease) in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at start of period
Cash, cash equivalents and restricted cash at end of period

Supplemental cash flow information
Interest received
(Amortization)/accretion on available-for-sale debt securities
Income taxes paid

2,529
759
3,288

334,388
5,663
340,051

365
90,182
61,484
151,666

7,765
(5,276)
535

$

$

(960)
6,576
54,908
61,484

6,216
(3,836)
75

$

$

$

$

See accompanying notes to Consolidated Financial Statements.

F-10

7,172
838
11,053
1,076
(185)
(13)

(1,436)
(1,450)
5,508
2,095
(112,507)

(1,592)
(1,482)
125,303
(27,284)
94,945

—
366
366

(372)
(17,568)
72,476
54,908

3,426
185
201

    
    
    
    
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Note 1 — General

ADAPTIMMUNE THERAPEUTICS PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Adaptimmune Therapeutics plc is registered in England and Wales. Its registered office is 60 Jubilee Avenue, Milton Park, 

Abingdon, Oxfordshire, OX14 4RX, United Kingdom.  Adaptimmune Therapeutics plc and its subsidiaries (collectively “Adaptimmune” 
or the “Company”) is a clinical-stage biopharmaceutical company primarily focused on providing novel cell therapies to people with 
cancer. The Company is a leader in the development of T-cell therapies for solid tumors. The Company’s proprietary platform enables it to
identify cancer targets, find and develop cell therapy candidates active against those targets and produce therapeutic candidates for
administration to patients.

The Company is subject to a number of risks similar to other biopharmaceutical companies in the early stage of clinical

development including, but not limited to, the need to obtain adequate additional funding, possible failure of preclinical programs or
clinical programs, the need to obtain marketing approval for its cell therapies, competitors developing new technological innovations, the
need to successfully commercialize and gain market acceptance of its cell therapies, the need to develop a reliable commercial
manufacturing process, the need to commercialize any cell therapies that may be approved for marketing, and protection of proprietary
technology. If the Company does not successfully commercialize any of its cell therapies, it will be unable to generate product revenue or 
achieve profitability.  The Company had an accumulated deficit of $743,846,000 as of December 31, 2021.

Note 2 — Summary of Significant Accounting Policies

(a)          Basis of presentation

The Consolidated Financial Statements of Adaptimmune Therapeutics plc and its subsidiaries and other financial information
included in this Annual Report have been prepared in accordance with generally accepted accounting principles in the United States of 
America (“US GAAP”) and are presented in U.S. dollars.  All significant intercompany accounts and transactions between the Company 
and its subsidiaries have been eliminated on consolidation.

(b)          Use of estimates in financial statements

The preparation of financial statements, in conformity with U.S. GAAP and SEC regulations, requires management to make

estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date
of the Consolidated Financial Statements and reported amounts of revenues and expenses during the reporting period. Estimates and
assumptions are primarily made in relation to revenue recognition, estimation of the incremental borrowing rate for operating leases, and
valuation allowances relating to deferred tax assets. If actual results differ from the Company’s estimates, or to the extent these estimates
are adjusted in future periods, the Company’s results of operations could either benefit from, or be adversely affected by, any such change
in estimate.

(c)          Going concern

In accordance with Accounting Standards Codification (“ASC”) 205-40, Going Concern, the Company has evaluated whether

there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going
concern within one year after the date the financial statements are issued.

Management considers that there are no conditions or events, in the aggregate, that raise substantial doubt about the entity’s ability

to continue as a going concern for a period of at least one year from the date the financial statements are issued. Although the financial
statements have been prepared on a going concern basis, if the Company fails to obtain sufficient additional financing in future, this may
raise substantial doubt over the Company’s ability to continue as a going concern in future reporting periods.

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(d)          Foreign currency

The reporting currency of the Company is the U.S. dollar.  The Company has determined the functional currency of the ultimate

parent company, Adaptimmune Therapeutics plc, is U.S. dollars because it predominately raises finance and expends cash in U.S. dollars. 
The functional currency of subsidiary operations is the applicable local currency.  Transactions in foreign currencies are translated into the
functional currency of the subsidiary in which they occur at the foreign exchange rate in effect on at the date of the transaction.  Monetary
assets and liabilities denominated in foreign currencies at the balance sheet date are translated into the functional currency of the relevant
subsidiary at the foreign exchange rate in effect on the balance sheet date. Foreign exchange differences arising on translation are
recognized within other income (expense) in the Consolidated Statement of Operations.

The Company’s U.K. subsidiary has an intercompany loan balance in U.S dollars payable to the ultimate parent company,

Adaptimmune Therapeutics plc. Beginning on July 1, 2019, the intercompany loan was considered of a long-term investment nature as
repayment is not planned or anticipated in the foreseeable future. It is Adaptimmune Therapeutics plc’s intent not to request payment of the
intercompany loan for the foreseeable future. The foreign exchange gain or losses arising on the revaluation of intercompany loans of a
long-term investment nature are reported within other comprehensive (loss) income, net of tax.  

The results of operations for subsidiaries, whose functional currency is not the U.S. dollar, are translated at an average rate for the
period where this rate approximates to the foreign exchange rates ruling at the dates of the transactions and the balance sheet are translated
at foreign exchange rates ruling at the balance sheet date. Exchange differences arising from this translation of foreign operations are
reported as an item of other comprehensive (loss) income.

Foreign exchange gains for the years ended December 31, 2021 and 2020 of $3,853,000 and $1,105,000 and foreign exchange

losses of $137,000 for the year ended December 31, 2019 respectively, are included within Other (expense) income, net in the Consolidated
Statement of Operations.

(e)          Fair value measurements

The Company is required to disclose information on all assets and liabilities reported at fair value that enables an assessment of

the inputs used in determining the reported fair values. The fair value hierarchy prioritizes valuation inputs based on the observable nature
of those inputs. The hierarchy defines three levels of valuation inputs:

Level 1 — Quoted prices in active markets for identical assets or liabilities

Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or
indirectly

Level 3 — Unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use
in pricing the asset or liability

The carrying amounts of the Company’s cash and cash equivalents, restricted cash, accounts receivable, accounts payable and
accrued expenses approximate fair value because of the short-term nature of these instruments. The fair value of marketable securities,
which are measured at fair value on a recurring basis is detailed in Note 4, Financial Instruments.

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(f)          Accumulated other comprehensive (loss) income

The Company reports foreign currency translation adjustments and the foreign exchange gain or losses arising on the revaluation

of intercompany loans of a long-term investment nature within Other comprehensive (loss) income. Unrealized gains and losses on
available-for-sale debt securities are also reported within Other comprehensive (loss) income until a gain or loss is realized, at which point
they are reclassified to Other (expense) income, net in the Consolidated Statement of Operations.

The following table shows the changes in Accumulated other comprehensive (loss) income (in thousands):

Accumulated
Accumulated
unrealized
foreign
currency
gains (losses) on
translation      available-for-sale
adjustments

debt securities

Total
accumulated
other
comprehensive
(loss) income

Balance at January 1, 2019

Foreign currency translation adjustments
Foreign currency gains on intercompany loan of a long-term investment nature, net of tax of $0
Unrealized holding losses on available-for-sale debt securities, net of tax of $0
Reclassification from accumulated other comprehensive (loss) income of losses on available-for-
sale debt securities included in net income, net of tax of $0

Balance at December 31, 2019

Foreign currency translation adjustments
Foreign currency gains on intercompany loan of a long-term investment nature, net of tax of $0
Unrealized holding gains on available-for-sale debt securities, net of tax of $0
Reclassification from accumulated other comprehensive (loss) income of gains on available-for-
sale debt securities included in net income, net of tax of $0

Balance at December 31, 2020

Foreign currency translation adjustments
Foreign currency losses on intercompany loan of a long-term investment nature, net of tax of $0
Unrealized holding gains on available-for-sale debt securities, net of tax of $0
Reclassification from accumulated other comprehensive (loss) income of gains on available-for-
sale debt securities included in net loss, net of tax of $0

Balance at December 31, 2021

  $

(9,607) $
(9,478)
11,783
—

—
(7,302)
(19,220)
16,364
—

—
(10,158)
5,808
(6,435)
—

—
(10,785) $

$

(156)$
—
—
207

(13)
38
—
—
161

(89)
110
—
—
(461)

(6)
(357)$

(9,763)
(9,478)
11,783
207

(13)
(7,264)
(19,220)
16,364
161

(89)
(10,048)
5,808
(6,435)
(461)

(6)
(11,142)

The following amounts were reclassified out of Other comprehensive (loss) income (in thousands):

Component of accumulated other comprehensive income

Year ended

Amount reclassified
Year ended
December 31,  December 31,  December 31, 
2020

Year ended

2021

2019

Affected line item in
the Statement of operations

Unrealized gains (losses) on available-for-sale securities

Reclassification adjustment for (gains) losses on available-for-sale debt
securities

 $

(6) $

(89) $

(13) Other (expense) income, net

F-13

    
 
 
 
 
  
Table of Contents

(g)          Cash, cash equivalents and restricted cash

The Company considers all highly liquid investments with a maturity at acquisition date of three months or less to be cash

equivalents. Cash and cash equivalents comprise cash balances, commercial paper and corporate debt securities with maturities of three
months or less at acquisition and short deposits with maturities of three months or less.

The Company’s restricted cash consists of cash providing security for letters of credit in respect of lease agreements and credit

cards.

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the balance sheet that

sum to the total of the same such amounts shown in the statement of cash flows (in thousands).

Cash and cash equivalents
Restricted cash
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows

$

$

149,948

1,718  

151,666

$

$

56,882
4,602  
61,484

(h)           Available-for-sale debt securities

As of December 31, 2021, the Company has the following investments in available-for-sale debt securities, (in thousands):

December 31, 
2021

December 31, 
2020

Available-for-sale debt securities:
Corporate debt securities
Corporate debt securities
Agency bonds
Corporate debt securities

Remaining
contractual maturity

Amortized
cost

Gross
unrealized
gains

Gross
unrealized
losses

Aggregate
estimated
fair value

Less than 3 months
3 months to 1 year
1 year to 2 years
1 year to 2 years

$

   $

45,304
81,590
5,000
88,095
219,989

$

$

22
11
—
—
33

$

$

(21) $
(75)
(7)
(287)
(390) $

45,305
81,526
4,993
87,808
219,632

As of December 31, 2020, the Company had the following investments in available-for-sale debt securities (in thousands):

Available-for-sale debt securities:
Corporate debt securities
Corporate debt securities
Agency bonds
Corporate debt securities

Remaining
contractual maturity

Amortized
cost

Gross
unrealized
gains

Gross
unrealized
losses

Aggregate
estimated
fair value

Less than 3 months
3 months to 1 year
1 year to 2 years
1 year to 2 years

$

67,545
101,447
5,993
136,238
   $ 311,223

$

$

56
92
8
112
268

$

$

(20) $
(24)
—
(112)
(156) $

67,581
101,515
6,001
136,238
311,335

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Management determines the appropriate classification of its investments in available-for-sale debt securities at the time of

purchase and reevaluates such designation as of each reporting date. The securities are classified as current or non-current based on the
maturity dates and management’s intentions.

At December 31, 2021, the Company has classified all of its available-for-sale debt securities, including those with maturities

beyond one year, as current assets on the accompanying Consolidated Balance Sheets based on the highly-liquid nature of these investment
securities and because these investment securities are considered available for use in current operations.

The investment in available-for-sale debt securities is measured at fair value at each reporting date.  Unrealized gains and losses 
are excluded from earnings and are reported as a component of Other comprehensive (loss) income, net of tax. Realized gains and losses 
are included in Other income (expense), net. Interest income and amortization of premiums and discounts at acquisition are included in 
Interest income. In the year ended December 31, 2021, 2020 and 2019 proceeds from the maturity or redemption of available-for-sale debt 
securities were $224,343,000 $105,022,000 and $125,303,000 respectively. There were realized gains of $6,000, $89,000 and $13,000
recognized on early settlement of available-for-sale debt securities during the years ended December 31, 2021, 2020 and 2019 respectively.
The Company reclassified the gains and losses out of accumulated other comprehensive loss during the same periods.

At each reporting date, the Company assesses whether each individual investment is impaired, which occurs if the fair value is less 

than the amortized cost, adjusted for amortization of premiums and discounts at acquisition.  If the investment is impaired, the impairment 
is assessed to determine if it is other than temporary. Impairments judged to be other than temporary are included in other (expense) 
income, net when they are identified. 

The aggregate fair value (in thousands) and number of securities held by the Company (including those classified as cash

equivalents) in an unrealized loss position as of December 31, 2021 and 2020 are as follows (in thousands):

Marketable securities in a continuous loss position for
12 months or longer:
Corporate debt securities

Marketable securities in a continuous loss position for
less than 12 months:
Corporate debt securities
Agency bond

December 31, 2021

Fair market
value of
investments in
an unrealized
loss position

Number of
investments
in an
unrealized
loss position

Unrealized
losses

Fair market
value of
investments in
an unrealized
loss position

December 31, 2020
Number of
investments
in an
unrealized
loss position

Unrealized
losses

$

8,232

1 $

(35) $

—

—

—

  $ 163,258  

4,993

  $ 176,483   $

34 $
1
36 $

(348)  $ 157,985  

(7)

—

(390)  $ 157,985   $

30   $
—
30   $

(158)
—
(158)

As of December 31, 2021 and 2020, these securities are not considered to be other than temporarily impaired because the
impairments are not severe, have been for a short duration and are due to normal market and exchange rate fluctuations. Only one security
has been in an unrealized loss position for more than one year with a net total unrealized loss of $35,000. Furthermore, the Company does
not intend to sell the debt securities in an unrealized loss position, and it is unlikely that the Company will be required to sell these
securities before the recovery of the amortized cost.

The cost of securities sold is based on the specific-identification method. Interest on debt securities is included in interest income.

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Our investment in available-for-sale debt securities is subject to credit risk.  The Company’s investment policy limits investments 

to certain types of instruments, such as money market instruments and corporate debt securities, places restrictions on maturities and 
concentration by type and issuer and specifies the minimum credit ratings for all investments and the average credit quality of the portfolio.

(i)           Accounts receivable

Accounts receivable include amounts billed to customers and accrued receivables where only the passage of time is required

before payment of amounts due.

Management analyses current and past due accounts and determines if an allowance for uncollectible accounts is required based
on collection experience and other relevant information. As of December 31, 2021 and 2020, the allowance for doubtful accounts is $nil.
The process of estimating the uncollectible accounts involves assumptions and judgments and the ultimate amounts of uncollectible
accounts receivable could be in excess of the amounts provided.

(j)          Clinical materials

Clinical materials for use in research and development with alternative future use are capitalized as either other current assets or
other non-current assets, depending on the timing of their expected consumption. The Company assesses whenever events or changes in
circumstances indicate that an asset’s carrying amount may not be recoverable.

(k)         Property, plant and equipment

Property, plant and equipment is stated at cost, less any impairment losses, less accumulated depreciation.

Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. The following table

provides the range of estimated useful lives used for each asset type:

Computer equipment
Laboratory equipment
Office equipment
Leasehold improvements

     3 to 5 years
  5 years
  5 years

the expected duration of the lease

Assets under construction are not depreciated until the asset is available and ready for its intended use.

The Company assesses property, plant and equipment for impairment whenever events or changes in circumstances indicate that

an asset’s carrying amount may not be recoverable.

(l)        Intangibles

Intangibles primarily include acquired software licenses and third party software in development, which are recorded at cost and

amortized over the estimated useful lives of approximately three years.

Intangibles are assessed for impairment whenever events or changes in circumstances indicate that an asset’s carrying amount may

not be recoverable.

(m)

Leases

The Company determines whether an arrangement is a lease at contract inception by establishing if the contract conveys the right

to use, or control the use of, identified property, plant, or equipment for a period of time in exchange for consideration. Leases may be
classified as finance leases or operating leases. All the Company’s leases are classified as operating leases. Operating lease right-of-use
(ROU) assets and operating lease liabilities recognized in the

F-16

 
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Consolidated Balance Sheet represent the right to use an underlying asset for the lease term and an obligation to make lease payments
arising from the lease respectively.

Operating lease ROU assets and operating lease liabilities are recognized at the lease commencement date based on the present

value of minimum lease payments over the lease term. Since the rate implicit in the lease is not readily determinable, the Company uses its
incremental borrowing rates (the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term
for an amount equal to the lease payments in a similar economic environment) based on the information available at commencement date in
determining the discount rate used to calculate the present value of lease payments. As the Company has no external borrowings, the
incremental borrowing rates are determined using information on indicative borrowing rates that would be available to the Company based
on the value, currency and borrowing term provided by financial institutions, adjusted for company and market specific factors. The lease
term is based on the non-cancellable period in the lease contract, and options to extend the lease are included when it is reasonably certain
that the Company will exercise that option. Any termination fees are included in the calculation of the ROU asset and lease liability when it
is assumed that the lease will be terminated.

The Company accounts for lease components (e.g. fixed payments including rent and termination costs) separately from non-lease
components (e.g. common-area maintenance costs and service charges based on utilization) which are recognized over the period in which
the obligation occurs.

At each reporting date, the operating lease liabilities are increased by interest and reduced by repayments made under the lease

agreements.

The ROU asset is subsequently measured for an operating lease at the amount of the remeasured lease liability (i.e. the present
value of the remaining lease payments), adjusted for the remaining balance of any lease incentives received, any cumulative prepaid or
accrued rent if the lease payments are uneven throughout the lease term, and any unamortized initial direct costs.

The Company has operating leases in relation to property for office and research facilities. All of the leases have termination

options, and it is assumed that the initial termination options for the buildings will be activated for most of these. The maximum lease term
without activation of termination options is to 2041.

In May 2017, the Company entered into an agreement for the lease of a building at Milton Park, Oxfordshire, United Kingdom

and in February 2018 the Company entered into the lease for that facility. The term of the lease expires on October 23, 2041, with
termination options exercisable by the Company in October 2031 and October 2036.

In September 2015, the Company entered into an agreement for a 25-year lease, with early termination options, for a research and 
development facility in Oxfordshire, United Kingdom.  In October 2016, the Company entered into the lease for that facility following the 
completion of construction. 

In July 2015, the Company entered into a 15 year lease agreement, with an early termination option at 123 months, for offices and

research facilities in Philadelphia, United States. The lease commenced upon completion of construction in October 2016.

In August 2021, the Company entered into a two year lease agreement for the lease of a building at Milton Park, Oxfordshire,

United Kingdom. The term of the lease expires on August 12, 2023.

The Company has elected not to recognize an ROU asset and lease liability for short-term leases. A short-term lease is a lease with
a lease term of 12 months or less and which does not include an option to purchase the underlying asset that the lessee is reasonably certain
to exercise.

Operating lease costs are recognized on a straight-line basis over the lease term, and they are categorized within Research and
development and General and administrative expenses in the Consolidated Statement of Operations. The operating lease cash flows are
categorized under Net cash used in operating activities in the Consolidated Statement of Cash Flows.

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Table of Contents

(n)         Segmental reporting

Operating segments are identified as components of an enterprise about which separate discrete financial information is available

for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. The
Company’s chief operating decision maker (the “CODM”), its Chief Executive Officer, manages the Company’s operations on an
integrated basis for the purposes of allocating resources. When evaluating the Company’s financial performance, the CODM reviews total
revenues, total expenses and expenses by function and the CODM makes decisions using this information on a global basis. Accordingly,
the Company has determined that it operates in one operating segment.

(o)          Revenue

Revenue is recognized so as to depict the transfer of promised goods or services to customers in an amount that reflects the

consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity
should apply the following steps:

Step 1: Identify the contract(s) with a customer.

Step 2: Identify the performance obligations in the contract.

Step 3: Determine the transaction price.

Step 4: Allocate the transaction price to the performance obligations in the contract.

Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.

Variable consideration

The Company determines the variable consideration to be included in the transaction price by estimating the most likely amount

that will be received and then applies a constraint to reduce the consideration to the amount which is probable of being received. The
determination of whether a milestone is probable includes consideration of the following factors:

·

·

·

·

whether achievement of a development milestone is highly susceptible to factors outside the entity’s influence, such as milestones
involving the judgment or actions of third parties, including regulatory bodies or the customer;

whether the uncertainty about the achievement of the milestone is not expected to be resolved for a long period of time;

whether the Company can reasonably predict that a milestone will be achieved based on previous experience; and

the complexity and inherent uncertainty underlying the achievement of the milestone.

Percentage of completion

The determination of the percentage of completion requires the Company to estimate the costs-to-complete the project. The

Company makes a detailed estimate of the costs-to-complete, which is re-assessed every reporting period based on the latest project plan
and discussions with project teams. If a change in facts or circumstances occurs, the estimate will be adjusted and the revenue will be
recognized based on the revised estimate. The difference between the

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cumulative revenue recognized based on the previous estimate and the revenue recognized based on the revised estimate would be
recognized as an adjustment to revenue in the period in which the change in estimate occurs.

Contract assets and liabilities

The Company recognizes a contract asset, when the value of satisfied (or part satisfied) performance obligations is in excess of the 

payment due to the Company, and deferred revenue (contract liability) when the amount of unconditional consideration is in excess of the 
value of satisfied (or part satisfied) performance obligations.  Once a right to receive consideration is unconditional, that amount is 
presented as a receivable.

Changes in deferred revenue typically arise due to:

● adjustments arising from a change in the estimate of the cost to complete the project, which results in a cumulative

catch-up adjustment to revenue that affects the corresponding contract asset or deferred revenue;

● a change in the estimate of the transaction price due to changes in the assessment of whether variable consideration is

constrained because it is not considered probable of being received;

● the recognition of revenue arising from deferred revenue; and

● the reclassification of amounts to receivables when a right to consideration to becomes unconditional.

A change in the estimate of variable consideration constrained (for example, if a development milestone becomes probable of

being received) could result in a significant change in the revenue recognized and deferred revenue.

(p)          Research and development expenditures

Research and development expenditures are expensed as incurred.

Expenses related to clinical trials are recognized as services are received. Nonrefundable advance payments for services are 
deferred and recognized in the Consolidated Statement of Operations as the services are rendered.  This determination is based on an 
estimate of the services received and there may be instances when the payments to vendors exceed the level of services provided resulting 
in a prepayment of the clinical expense. If the actual timing of the performance of services varies from our estimate, the accrual or prepaid 
expense is adjusted accordingly.

Upfront and milestone payments to third parties for in-licensed products or technology which has not yet received regulatory

approval and which does not have alternative future use in R&D projects or otherwise are expensed as incurred. The Company expensed
acquired in-process R&D of $562,000, $889,000 and $4,556,000 in the years ended December 31, 2021, 2020 and 2019, respectively.

Milestone payments made to third parties either on or subsequent to regulatory approval are capitalized as an intangible asset and

amortized over the remaining useful life of the product.

Research and development expenditure is presented net of R&D tax and expenditure credits from the U.K. government, which are
recognized over the period necessary to match the reimbursement with the related costs when it is probable that the Company has complied
with any conditions attached and will receive the reimbursement. Reimbursable R&D tax and expenditure credits were $34,082,000,
$19,442,000 and $18,649,000 in the years ended December 31, 2021, 2020 and 2019, respectively.

(q)          Share-based compensation

The Company awards certain employees options over the ordinary shares of the parent company.  The cost of share-based awards 
issued to employees are measured at the grant-date fair value of the award and recognized as an expense over the requisite service period.  
The fair value of the options is determined using the Black-Scholes option-

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Table of Contents

pricing model.  Share options with graded-vesting schedules are recognized on a straight-line basis over the requisite service period for 
each separately vesting portion of the award.  The Company has elected to account for forfeitures of stock options when they occur by 
reversing compensation cost previously recognized, in the period the award is forfeited, for an award that is forfeited before completion of 
the requisite service period.

(r)          Retirement benefits

The Company operates defined contribution pension schemes for its directors and employees. The contributions to this scheme are 
expensed to the Consolidated Statement of Operations as they fall due.  The pension contributions for the years ended December 31, 2021, 
2020, and 2019 were $2,505,000, $2,070,000 and $1,904,000, respectively.

(s)          Interest income

Interest income arises on cash, cash equivalents and available-for-sale debt securities and is net of amortization (accretion) of the

premium (discount) on purchase of the debt securities of $5,276,000, $3,836,000 and ($185,000) in the years ended December 31, 2021,
2020 and 2019, respectively.

(t)          Income taxes

Income taxes for the period comprise current and deferred tax.  Income tax is recognized in the Consolidated Statement of 
Operations except to the extent that it relates to items occurring during the year recognized either in other comprehensive income or 
directly in equity, in which case it is recognized in other comprehensive income or equity. We release stranded tax effects from
accumulated other comprehensive income using the portfolio approach.

Current tax is the expected tax payable or receivable on the taxable income or loss for the current or prior periods using tax rates

enacted at the balance sheet date.

Deferred tax is accounted for using the asset and liability method that requires the recognition of deferred tax assets and liabilities

for the expected future tax consequences of temporary differences between the financial statement carrying amount and the tax bases of
assets and liabilities at the applicable tax rates and for operating loss and tax credit carryforwards. A valuation allowance is provided to
reduce deferred tax assets to the amount that is more likely than not to be realized. The Company evaluates the realizability of its deferred
tax assets and adjusts the amount of the valuation allowance, if necessary. The factors used to assess the likelihood of realization include
the Company’s forecast of income, carryback availability, reversing taxable temporary differences and available tax-planning strategies that
could be implemented to realize the deferred tax assets.

Income tax positions must meet a more-likely-than-not recognition threshold to be recognized. Income tax positions that 
previously failed to meet the more-likely-than-not threshold are recognized in the first subsequent financial reporting period in which that 
threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not threshold are derecognized in the first 
subsequent financial reporting period in which that threshold is no longer met. Recognized income tax positions are measured at the largest 
amount that is greater than 50 percent likely of being realized.  We recognize potential accrued interest and penalties related to an 
underpayment of income taxes within the Consolidated Statement of Operations as income tax expense.

(u)          Loss per share

Basic loss per share is determined by dividing net loss attributable to ordinary shareholders by the weighted average number of 

ordinary shares outstanding during the period.  Diluted loss per share is determined by dividing net loss attributable to ordinary 
shareholders by the weighted average number of ordinary shares outstanding during the period, adjusted for the dilutive effect of all 
potential ordinary shares that were outstanding during the period.  Potentially dilutive shares are excluded when the effect would be to 
increase diluted earnings per share or reduce diluted loss per share.

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Table of Contents

The following table reconciles the numerator and denominator in the basic and diluted loss per share computation (in thousands):

Numerator for basic and diluted loss per share

Net loss

Net loss attributable to shareholders used for basic and diluted EPS
calculation

Year ended
December 31, 
2021

Year ended
December 31, 
2020

Year ended
December 31, 
2019

$

$

(158,090) $

(130,092) $

(137,165)

(158,090) $

(130,092) $

(137,165)

Denominator for basic and diluted loss per share

Weighted average number of shares used to calculate basic and diluted loss per
share

934,833,017

854,783,763

629,805,218

The effects of the following potentially dilutive equity instruments have been excluded from the diluted loss per share calculation

because they would have an antidilutive effect on the loss per share for the period:

Weighted average number of share options(1)

Year ended
December 31, 
2021

115,225,480  

Year ended
December 31, 
2020
93,812,818

Year ended
December 31, 
2019
96,675,101

From January 1, 2022 through to March 14, 2022, the Company granted 22,876,464 options over ordinary shares with an exercise

price determined by reference to the market value of an ADS at the date of grant, and 17,688,432 options over ordinary shares with an
exercise price equal to the nominal value of the ordinary shares (£0.001 per share). These grants have not been included in the figures
above.

(v)          New accounting pronouncements

Adopted in the year ended December 31, 2021

Convertible instruments and contracts in an entity’s own stock

On January 1, 2021, the Company adopted ASU 2020-06 - Debt—Debt with Conversion and Other Options (Subtopic 470-20)

and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and
Contracts in an Entity's Own Equity, which simplifies the accounting for convertible instruments and contracts in an entity’s own stock.
The guidance was adopted on a modified retrospective basis, whereby the guidance is applied to transactions outstanding as of the
beginning of the fiscal year in which the guidance is adopted. The guidance has not had a material impact on the Company’s condensed
consolidated financial statements.

To be adopted in future periods

Measurement of Credit Losses on Financial Instruments

In June 2016, the FASB issued ASU 2016-13 - Financial Instruments - Credit losses, which replaces the incurred loss impairment
methodology for financial instruments in current GAAP with a methodology that reflects expected credit losses and requires consideration
of a broader range of reasonable and supportable information to inform credit loss estimates. The guidance is effective for the fiscal year
beginning January 1, 2020, including interim periods within that fiscal year. In November 2019, the FASB issued ASU 2019-10 which
resulted in the postponement of the effective date of the new guidance for eligible smaller reporting companies (as defined by the SEC),
including the Company, at that time to the fiscal year beginning January 1, 2023. The Company intends to adopt the guidance in the fiscal
year beginning January 1, 2023; however, earlier adoption is permitted, and the Company may choose to

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implement the guidance in an earlier fiscal year. The guidance must be adopted using a modified-retrospective approach and a prospective
transition approach is required for debt securities for which an other-than-temporary impairment had been recognized before the effective
date. The Company is currently evaluating the impact of the guidance on its Consolidated financial statements.

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers

In October 2021, the FASB issued ASU 2021-08 – Business Combinations (Topic 805)- Accounting for Contract Assets and

Contract Liabilities from Contracts with Customers, which improves the accounting for acquired revenue contracts with customers in a
business combination by addressing diversity in and inconsistency related to the following: (1) recognition of an acquired contract liability
and (2) payment terms and their effect on subsequent revenue recognized by the acquirer. The amendments in this ASU resolve this
inconsistency by requiring that an entity (acquirer) recognize and measure contract assets and liabilities acquired in a business combination
in accordance with Topic 606, in contrast to current GAAP which requires that assets acquired and liabilities assumed in a business
combination, including contract assets and contract liabilities, are measured at fair value as of the acquisition date. For public business
entities, including the Company, the guidance is effective for fiscal years beginning on or after December 15, 2022, including interim
periods within that fiscal year. The Company intends to adopt the guidance in the fiscal year beginning January 1, 2023; however, earlier
adoption is permitted, and the Company may choose to implement the guidance in an earlier fiscal year. The amendments in this ASU
should be applied prospectively to business combinations occurring on or after the effective date of the amendments. The Company is
currently evaluating the impact of the guidance on its Consolidated financial statements.

Note 3 — Revenue

The Company has three contracts with customers: a collaboration and license agreement with GSK, a collaboration agreement

with Astellas and a strategic collaboration and license agreement with Genentech.

Revenue comprises the following categories (in thousands):

Development revenue

2021

$
$

6,149  
6,149  

$
$

Year ended
December 31, 

2020

2019

3,958   $
3,958   $

1,122
1,122

Deferred revenue increased by $147,330,000 from $52,092,000 at January 1, 2021 to $199,422,000 at December 31, 2021 due to a

$4,200,000 milestone payment received under the GSK Collaboration and License Agreement and the upfront payment of $150,000,000
received under the Genentech Collaboration and License Agreement in October 2021.

As of December 31, 2020, there was deferred revenue of $52,092,000, of which $1,498,000 was recognized as revenue in the year

ended December 31, 2021.

The Genentech Collaboration and License Agreement

On September 3, 2021, the Company entered into a Strategic Collaboration and License Agreement with Genentech, Inc. and F. 
Hoffman-La Roche Ltd, which became effective on October 19, 2021 upon expiry or termination of all applicable waiting periods under 
the Hart-Scott-Rodino Antitrust Improvements Act of 1976.  

Under the Agreement, Genentech and Adaptimmune (each, a “party” and together, the “parties”) will collaborate to develop two types of
allogeneic T-cell therapies: (i) “off-the-shelf” αβ T-cell therapies directed to initial collaboration targets, with Genentech having the right to
designate additional collaboration targets, up to five collaboration targets in

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total, and (ii) personalized therapies utilizing αβ T-cell receptors (TCRs) isolated from a patient, with such therapies being administered to
the same patient.

The parties will collaborate to perform a research program, initially during an eight year period (which may be extended for up to

two additional two year terms at Genentech’s election upon payment of an extension fee for each two-year term), to develop the cell
therapies, following which Genentech will determine whether to further develop and commercialize such therapies. Under the Agreement,
Adaptimmune exclusively licenses Genentech certain intellectual property rights it controls to enable Genentech to research, develop,
manufacture and commercialize (i) “off-the-shelf” T-cell therapies directed to the collaboration targets and (ii) personalized T-cell therapies
developed within the scope of the Agreement, and Genentech is solely responsible for the clinical development and commercialization of
any cell therapies arising from the collaboration. Adaptimmune will manufacture and supply cell therapies for Phase 1 trials of “off-the-
shelf” T-cell therapies unless Genentech decides to assume responsibility for such manufacturing.

Under the Agreement, Adaptimmune is also subject to certain restrictions on its ability to further develop and commercialize

certain cell therapies. In particular restrictions apply in relation to its ability to develop cell therapy products to nominated targets and to
develop competing personalized cell therapies. This restriction does not prevent Adaptimmune from developing cell therapies to other
targets or cell therapies containing different types of receptors.

Under the terms of the Agreement, Adaptimmune will receive $150 million as an upfront payment, which was received in the

fourth quarter of 2021. Adaptimmune may also receive:

● $150 million in additional payments spread over a period of 5 years from the effective date of the Agreement, unless the

agreement is earlier terminated;

● Research milestones of up to $50 million;
● Development milestones of up to $100 million in relation to the development of “off-the-shelf” T-cell therapies per collaboration

target (unless Adaptimmune exercises its right to opt-in to receive a profit share) and up to $200 million in relation to the
development of personalized T-cell therapies;

● Commercialization milestones of up to $1.1 billion for “off-the-shelf” T-cell therapies (unless Adaptimmune exercises its right to
opt-in to receive a profit share and assuming “off-the-shelf” T-cell therapies are developed to 5 targets) and for personalized T-cell
therapies; and

● Net sales milestones of up to $1.5 billion for “off-the-shelf” T-cell therapies (unless Adaptimmune exercises its right to opt-in to

receive a profit share and assuming “off-the-shelf” T-cell therapies are developed to 5 targets) and for personalized T-cell
therapies.

In addition, Adaptimmune will receive tiered royalties on net sales in the mid-single to low-double digits. Collaboration target
designation fees apply if Genentech exercises its right to designate additional “off-the-shelf” collaboration targets up to a maximum of 5
targets.

Adaptimmune also has a right to opt-in to receive a profit share and to co-promote “off-the-shelf” T-cell therapies. If

Adaptimmune elects to opt in, then Adaptimmune will be eligible to share 50 percent of profits and losses from U.S. sales on such products
and to receive up to $800 million in ex-U.S. regulatory and sales-based milestone payments, as well as royalties on ex-U.S. net sales.

The payments to the Company under the contract are typically due upon achievement of milestones, when rights are exercised by 

Genentech or on achievement of specific events for the additional payments, and within standard payment terms.  The contract does not 
include a significant financing component.

The parties can terminate the Agreement in the event of material breach or insolvency of the other party. Genentech is entitled to
terminate the Agreement in its entirety, on a product-by-product basis or collaboration target by collaboration target basis on provision of
180 days notice. Either party may terminate the Agreement on written notice in the event that the US Federal Trade Commission or US
Department of Justice seeks a preliminary injunction under applicable antitrust laws against the parties or where HSR clearance has not
occurred within 180 days of the effective date of the Agreement. The Agreement became effective on October 19, 2021 upon expiry of all
applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

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The Company has assessed the agreement under the provisions of ASC 606, Revenue from Contracts with Customers and ASC 

808, Collaborative Arrangements. The Company determined that Genentech is a customer and has applied the provisions of ASC 606 to the 
contract and related performance obligations. The Company identified the following performance obligations under the agreement: (i) 
research services and rights granted under the licenses for each of the initial ‘off-the-shelf’ collaboration targets, (ii) research services and 
rights granted under the licenses for the personalized therapies, (iii) material rights relating to the option to designate each of the additional  
‘off-the-shelf’ collaboration targets and (iv) material rights relating to the two options to extend the research term. The Company began 
recognizing revenue for the performance obligations relating to the  initial ‘off-the-shelf’ collaboration targets and the personalized 
therapies in 2021.

The aggregate transaction price at inception of the agreement was $313.6 million comprising the $150 million upfront payment,
$150 million of additional payments and $13.6 million of other consideration. The fees for extension of the research program, additional
collaboration target designation fees, and future research, development and commercialization milestones are not considered probable as of
December 31, 2021 and have not been included in the transaction price. The Company may also receive sales milestones and royalties for
future sales of the therapies. These amounts have not been included within the transaction price as of December 31, 2021 because they are
sales-based and would be recognized when the subsequent sales occur.

The aggregate transaction price is allocated to the performance obligations depending on the relative standalone selling price of

the performance obligations. In determining the best estimate of the relative standalone selling price, the Company considered internal
pricing objectives it used in negotiating the contract, together with internal data regarding the cost and margin of providing research
services and market data from comparable arrangements.

The amount of the transaction price allocated to the performance obligation is recognized as or when the Company satisfies the
performance obligation. The Company expects to satisfy the performance obligations relating to the initial ‘off-the-shelf’ collaboration
targets and the personalized therapies as development progresses and recognizes revenue based on an estimate of the percentage of
completion of the project determined based on the costs incurred on the project as a percentage of the total expected costs. The Company
considers that this depicts the progress of the project, where the significant inputs would be internal project resources and third-party costs.
The Company expects to satisfy the performance obligations relating to the material rights to designate additional ‘off-the-shelf’
collaboration targets from the point that the options are exercised and then as development progresses, in line with the initial ‘off-the-shelf’
collaboration targets, or at the point in time that the rights expire. The Company expects to satisfy the performance obligations relating to
the material rights to extend the research term from the point that the options are exercised and then over period of the extension, or at the
point in time that the rights expire.

The amount of the transaction price that is allocated to performance obligations that are unsatisfied or partially satisfied under the
agreement as of December 31, 2021 was $310,368,000, of which $191,496,000 is allocated to the research services and rights granted for
the initial ‘off-the-shelf’ collaboration targets, $99,079,000 is allocated to the research services and rights granted for the personalized
therapies, $13,360,000 is allocated to the material rights to designate the additional ‘off-the-shelf’ collaboration targets, $5,146,000 is
allocated to the material right for the first option to extend the research term and $1,287,000 is allocated to the material right for the option
to extend the research term a second time.

The Astellas Collaboration Agreement

On January 13, 2020, the Company entered into the Astellas Collaboration Agreement. The Company received $50,000,000 as a

non-refundable upfront payment in January 2020 after entering into the agreement. Under the agreement the parties will agree on up to
three targets and will co-develop T-cell therapies directed to those targets pursuant to an agreed research plan. For each target, Astellas will
fund co-development up until completion of a Phase 1 trial for products directed to such target.

Upon successful completion of the Phase 1 trial for a product, Astellas and Adaptimmune will elect whether to progress with co-

development and co-commercialization of such product, or to allow the other party to pursue the

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candidate independently. If the parties progress with co-development and co-commercialization of a product, then each party will grant the
other party a co-exclusive license to co-develop and co-commercialize such product in the field of T-cell therapy. If a product is developed
solely by one party, then the other party will grant to the continuing party an exclusive license to develop and commercialize such product
in the field of T-cell therapy.

In June 2020, the parties nominated the target for the first collaboration program and the Company commenced development of

this target under the agreement and began recognizing revenue for this performance obligation. In July 2021, the parties nominated the
target for the second collaboration program and the Company commenced development of this target under the agreement and began
recognizing revenue for this performance obligation.

In addition, Astellas was also granted the right to develop, independently of Adaptimmune, allogeneic T-cell therapy candidates
directed to two targets selected by Astellas. Astellas will have sole rights to develop and commercialize products resulting from these two
targets.

Under the terms of the agreement, Adaptimmune could be entitled to receive up to $847,500,000 in further payments, including:

●
●

development milestones of up to $73,750,000 for each co-developed and co-commercialized product; and
development milestones of up to $147,500,000 per product and up to $110,000,000 in sales milestones for products developed
unilaterally by Astellas.

In addition, Adaptimmune is entitled to receive research funding of up to $7,500,000 per year on a per collaboration target basis,
which is payable on a quarterly basis within standard payment terms (typically 30 days), and tiered royalties on net sales in the mid-single
to mid-teen digits.

To the extent that Astellas and Adaptimmune co-develop and co-commercialize any product, the parties would share equally all

worldwide costs and profits.

Either party can terminate the agreement in the event of material breach or insolvency of the other party. Astellas can terminate the

Agreement for convenience in its entirety or partly in relation to any targets and products directed to such targets. Adaptimmune can
terminate the Agreement for convenience in relation to any target it is unilaterally developing and to products directed to such target.

The payments to the Company under the contract are typically billed as the development services are performed or are due on

achievement of milestones and within standard payment terms (typically 30 days for development services and 20 days for milestone
achievement). Management has determined that the contract does not include a significant financing component because (i) the timing of
initiation of the programs, the right to obtain the services and the right to terminate the contract resides with Astellas and (ii) a substantial
amount of the consideration promised by the customer is variable, and the amount or timing of that consideration varies on the basis of the
occurrence or nonoccurrence of a future event that is not substantially within the control of the customer or the Company.

The Company has assessed the agreement under the provisions of ASC 606, Revenue from Contracts with Customers and ASC

808, Collaborative Arrangements. The Company determined that Astellas is a customer and has applied the provisions of ASC 606 to the
contract and related performance obligations. The Company identified the following performance obligations under the agreement: (i)
research services and rights granted under the co-exclusive license for each of the three co-development targets and (ii) the rights granted
for each of the two independent Astellas targets.

The aggregate transaction price at inception of the agreement was the $50,000,000 upfront payment. Future development
milestones are not considered probable as of December 31, 2021 and have not been included in the transaction price. Reimbursement of the
research funding over the co-development period (up until completion of a Phase 1 trial for products directed to such target) is variable
consideration and included in the transaction price as of December 31, 2021 to the extent that a significant reversal of revenue is not
probable. The Company may also receive sales milestones upon the achievement of specified levels of annual net sales by Astellas under
an independent Astellas

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program. These amounts have not been included within the transaction price as of December 31, 2021 because they are sales-based and
would be recognized when the subsequent sales occur.

The aggregate transaction price is allocated to the performance obligations depending on the relative standalone selling price of

the performance obligations. In determining the best estimate of the relative standalone selling price, the Company considered internal
pricing objectives it used in negotiating the contract, together with internal data regarding the cost and margin of providing research
services and adjusted-market data from comparable arrangements. The variable consideration is allocated to the performance obligation to
which it relates.

The amount of the transaction price allocated to the performance obligation is recognized as or when the Company satisfies the

performance obligation. The Company expects to satisfy the performance obligations relating to the three co-development targets as
development progresses and recognizes revenue based on an estimate of the percentage of completion of the project determined based on
the costs incurred on the project as a percentage of the total expected costs. The Company considers that this depicts the progress of the
project, where the significant inputs would be internal project resources and third-party costs. The revenue allocated to the research
services will be recognized as development of products directed to the target progresses up until completion of a Phase 1 trial.

The Company has determined that the performance obligations relating to the two independent Astellas targets would be

recognized at a point-in-time, upon commencement of the licenses in the event of nomination of the target, since they are right-to-use
licenses.

The amount of the transaction price that is allocated to performance obligations that are unsatisfied or partially satisfied under the

agreement as of December 31, 2021 was $77,825,000, of which $15,026,000 is allocated to the rights granted for each of the two
independent Astellas targets, $20,453,000 is allocated to research services and rights granted under the co-exclusive license for the first co-
development target, $20,066,000 is allocated to research services and rights granted under the co-exclusive license for the second co-
development target and $7,254,000 is allocated to research services and rights under the co-exclusive license for the third co-development
targets.

The GSK Collaboration and License Agreement

The GSK Collaboration and License Agreement consists of multiple performance obligations, including the transition of the NY-

ESO SPEAR T-cell program to GSK, the development of a second and third target, and an exclusive license (the “NY-ESO License”) to
research, develop, and commercialize the Company’s NY-ESO SPEAR T-cell therapy program.

In 2017, GSK exercised its option to obtain the NY-ESO License and in July 2018, the IND for the NY-ESO SPEAR T-cell

program transferred to GSK.

In 2017, GSK nominated a second target program which was completed in 2018.

In 2019, GSK nominated its third target under the Collaboration and License Agreement and the Company received $3,200,000

following the nomination of the target. The development of products to the third target is a separate performance obligation. Revenue
allocated to this performance obligation is recognized as the development progresses.

Under the terms of the GSK Collaboration and License Agreement, the Company may also be entitled to development milestones.  

The development and regulatory milestones are per product milestones and are dependent on achievement of certain obligations, the nature
of the product being developed, stage of development of product, territory in which an obligation is achieved and type of indication or
indications in relation to which the product is being developed. In addition, for any program multiple products may be developed to address
different HLA-types. In June 2021 the Company received a $4,200,000 milestone payment following achievement of a development
milestone for the third target under the GSK Collaboration and License Agreement. As a result of the inclusion of this amount in the
transaction price, $803,000 of revenue was recognized in the year ended December 31, 2021 from performance obligations partially
satisfied in previous periods.

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The Company may also receive commercialization milestones upon the first commercial sale of a product based on the indication

and the territory and mid-single to low double-digit royalties on worldwide net sales. These amounts have not been included within the
transaction price as of December 31, 2021 because they are sales or usage-based royalties promised in exchange for a license of intellectual
property, which will be recognized when the subsequent sale or usage occurs.

The payments to the Company under the contract are typically due upon achievement of milestones and within standard payment 

terms (approximating to 45 days).  The contract does not include a significant financing component.

The amount of the transaction price allocated to the performance obligation is recognized as or when the Company satisfies the 

performance obligation.  The Company satisfies the performance obligations relating to the development of each target over time and 
recognizes revenue based on an estimate of the percentage of completion of the project determined based on the costs incurred on the 
project as a percentage of the total expected costs.  The Company considers that this depicts the progress of the project, where the 
significant inputs are internal project resource and third-party clinical and manufacturing costs. The amount of the transaction price that is
allocated to performance obligations that are unsatisfied or partially satisfied under the agreement as of December 31, 2021 was
$7,424,000.

The previous performance obligation relating to the NY-ESO License was recognized at a point-in-time, upon commencement of

the license in 2018.

Note 4 — Financial instruments

The Company’s financial instruments consist primarily of cash and cash equivalents, marketable securities, restricted cash,

accounts receivable, accounts payable and accrued expenses.

Assets and liabilities measured at fair value on a recurring basis based on Level 1, Level 2, and Level 3 fair value measurement

criteria as of December 31, 2021 are as follows (in thousands):

Assets:
Corporate debt securities
Agency bonds

December 31, 
2021

Fair value measurements using

Level 1

Level 2

Level 3

$

  $

$

214,639
4,993
219,632   $

$

214,639
—
214,639   $

— $

4,993
4,993   $

—
—
—

Assets and liabilities measured at fair value on a recurring basis based on Level 1, Level 2, and Level 3 fair value measurement

criteria as of December 31, 2020 are as follows (in thousands):

Assets:
Marketable securities:
Corporate debt securities
Agency bonds

December 31,

Level 1

Level 2

Level 3

Fair Value Measurements Using

2020

$

$

$

305,334
6,001
311,335

305,334
—
305,334

$

— $

6,001
6,001

—
—
—

The Company estimates the fair value of available-for-sale debt securities with the aid of a third-party valuation service, which 
uses actual trade and indicative prices sourced from third-party providers on a daily basis to estimate the fair value.  If observed market 
prices are not available (for example, securities with short maturities and infrequent 

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secondary market trades), the securities are priced using a valuation model maximizing observable inputs, including market interest rates.

Significant concentration of credit risk

The Company held cash and cash equivalents of $149,948,000, marketable securities of $219,632,000 and restricted cash of

$1,718,000 as of December 31, 2021. The cash and cash equivalents and restricted cash are held with multiple banks and the Company
monitors the credit rating of those banks. The Company maintains cash balances in excess of amounts insured by the Federal Deposit
Insurance Corporation in the United States and the U.K. Government Financial Services Compensation Scheme in the United Kingdom.

The Company has three customers, which are Genentech, Astellas and GSK. There were trade receivables of $752,000 as of
December 31, 2021 and $139,000 as of December 31, 2020. The Company has been transacting with Genentech since October 2021,
Astellas since 2020 and GSK since 2014, during which time no impairment losses have been recognized. As of December 31, 2021, there
were no overdue accounts receivable.

Foreign exchange risk

The Company is exposed to foreign exchange rate risk because it operates in the United Kingdom and the United States. Expenses

are generally denominated in the currency in which the Company’s operations are located, which are the United Kingdom and the United
States. However, the U.K.-based subsidiary incurs significant research and development costs in U.S. dollars and, to a lesser extent, Euros.

The results of operations and cash flows will be subject to fluctuations due to changes in foreign currency exchange rates, which
could harm the Company’s business in the future. Management seeks to minimize this exposure by maintaining currency cash balances at
levels appropriate to meet foreseeable expenses in U.S. dollars and pounds sterling. To date, the Company has not used forward exchange
contracts or other currency hedging products to manage exchange rate exposure, although it may do so in the future. The exchange rate as
of December 31, 2021, the last business day of the reporting period, was £1.00 to $1.35.

Interest rate risk

Surplus cash and cash equivalents are invested in interest-bearing savings, money market funds, corporate debt securities and 

commercial paper from time to time.  Investments in corporate debt securities are subject to fixed interest rates.  The Company’s exposure 
to interest rate sensitivity is impacted by changes in the underlying U.K. and U.S. bank interest rates and the fair market value of its 
corporate debt securities will fall in value if market interest rates increase. Management believes that an immediate one percentage point 
change in interest rates would not have a material effect on the fair market value of our portfolio, and therefore does not expect the 
operating results or cash flows to be significantly affected by changes in market interest rates.

Note 5 — Other current assets

Other current assets consisted of the following (in thousands):

Corporate tax receivable
Prepayments
Clinical materials
VAT receivable
Other current assets

December 31, 
2021

December 31, 
2020

  $

$

30,773   $
9,043  
746  

2,482
2,082  
45,126

$

20,585
6,314
2,086
367
444
29,796

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Note 6 — Property, plant and equipment, net

Property and equipment, net consisted of the following (in thousands):

Computer equipment
Laboratory equipment
Office equipment
Leasehold improvements
Assets under construction

Less accumulated depreciation

December 31, 
2021

December 31, 
2020

$

$

3,692
28,002
953
28,704
5,396
66,747
(36,253)
30,494

$

$

3,572
26,051
893
28,359
—
58,875
(31,097)
27,778

Depreciation expense was $5,630,000, $6,627,000 and $7,172,000 for the years ended December 31, 2021, 2020 and 2019,

respectively.

Note 7 — Intangible assets, net

Intangible assets, net consisted of the following (in thousands):

Acquired software licenses
Licensed IP rights – completed technology used in R&D

Less accumulated amortization

December 31, 
2021

December 31, 
2020

$

$

4,842
209
5,051
(4,051)
1,000

$

$

4,651
211
4,862
(3,132)
1,730

Amortization expense was $937,000, $967,000, and $838,000 for the years ended December 31, 2021 2020 and 2019 respectively.

The estimated aggregate amortization expense expected to be recorded in respect of these assets for each of the five years ended 2026 is
$771,000, $222,000, $18,000, $1,000 and $1,000, respectively.

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Note 8 — Operating leases

The following table shows the lease costs for the years ended December 31, 2021 and 2020 (in thousands):

Lease cost:
Operating lease cost
Short-term lease cost

Other information:
Operating cash outflows from operating leases (in thousands)

Weighted-average remaining lease term - operating leases
Weighted-average discount rate - operating leases

The maturities of operating lease liabilities as of December 31, 2021 are as follows (in thousands):

Year ended

December 31, 

2021

2020

$

$

4,259   $

419

4,678   $

4,044
359
4,403

Year ended

December 31, 

2021

2020

$

4,101   $

3,769

December 31, 

2021

2020

7.8 years
6.8%

6.3 years
7.2%

Operating leases

2022
2023
2024
2025
2026
after 2026
Total lease payments
Less: imputed interest
Present value of lease liability

$

$

3,939
4,057
3,993
4,041
4,090
12,896
33,016
7,548
25,468

The Company has operating leases in relation to property for office and research facilities. The maximum lease term without

activation of termination options is to 2041.

On August 13, 2021, the Company modified the lease of 60 Jubilee Avenue, Milton Park, Abingdon, Oxfordshire, UK (the “60

Jubilee Avenue lease”) and on August 20, 2021, the Company modified the lease of 39 Innovation Drive, Milton Park, Abingdon,
Oxfordshire, UK (the “39 Innovation Drive lease”). The effect of the modifications extended the first break option exercisable by the
Company and has resulted in a change in the lease term for both leases.  The modification to the 39 Innovation Drive lease also amended
the lease payments for that lease. The modifications did not result in the identification of a separate contract.

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Upon modification, the lease liability has been remeasured using the current estimate of the Company’s incremental borrowing

rate and the amount of the remeasurement of the lease liability has been recognized as an adjustment to the corresponding right-of-use
asset. The effect of the modification was to increase the lease liability and the corresponding right-of-use asset by $4,290,000.

The modification also removed a bank guarantee, which resulted in a reduction in restricted cash of $2,739,000. The Company

paid $1,736,000 to the lessor as a rent deposit.

Note 9 — Accrued expenses and other current liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):

Accrued clinical and development expenditure
Accrued employee expenses
Other accrued expenditure
Other

Note 10 — Contingencies and commitments

Leases

December 31, 
2021

December 31, 
2020

$

$

13,436
11,758
4,388
327
29,909

$

$

13,081
11,825
2,126
47
27,079

Lease payments under operating leases as of December 31, 2021 and information about the Company’s lease arrangements are

disclosed in Note 8.

Capital commitments

As of December 31, 2021, the Company had commitments for capital expenditure totaling $18,132,000 primarily relating to

construction and related expenditure for its properties in the United Kingdom and United States, of which the Company expects to incur
$17,668,000 within one year and $463,000 within one to three years.

Commitments for clinical materials, clinical trials and contract manufacturing

As of December 31, 2021, the Company had non-cancellable commitments for purchase of clinical materials, contract
manufacturing, maintenance, and committed funding under the MD Anderson strategic alliance of up to $14,332,000, which the Company
expects to incur within one year. The amount and timing of these payments vary depending on the rate of progress of development. Future
clinical trial expenses have not been included within the purchase commitments because they are contingent on enrollment in clinical trials
and the activities required to be performed by the clinical sites. The Company’s subcontracted costs for clinical trials and contract
manufacturing were $46,469,000, $33,744,000 and $32,788,000 for the years ended December 31, 2021, 2020, and 2019 respectively.

MD Anderson Strategic Alliance

On September 26, 2016, the Company announced that it had entered into a multi-year strategic alliance with The University of

Texas MD Anderson Cancer Center (“MD Anderson”) designed to expedite the development of T-cell therapies for multiple types of
cancer. The Company and MD Anderson are collaborating on a number of studies

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including clinical and preclinical development of the Company’s SPEAR T-cell therapies and will collaborate on future clinical stage first
and second generation SPEAR T-cell therapies across a number of cancers.

Under the terms of the agreement, the Company committed at least $19,644,000 to fund studies. Payment of this funding is

contingent on mutual agreement to study orders in order for any study to be included under the alliance and the performance of set
milestones by MD Anderson. The Company made an upfront payment of $3,412,000 to MD Anderson in the year ended December 31,
2017 and milestone payments of $2,326,000, $3,549,000 and $454,000 in the years ended December 31, 2018, 2020, and 2021, 
respectively.  The Company is obligated to make further payments to MD Anderson as certain milestones are achieved. These costs are 
expensed to research and development as MD Anderson renders the services under the strategic alliance.

The agreement may be terminated by either party for material breach by the other party. Individual studies may be terminated for,

amongst other things, material breach, health and safety concerns or where the institutional review board, the review board at the clinical
site with oversight of the clinical study, requests termination of any study. Where any legal or regulatory authorization is finally withdrawn
or terminated, the relevant study will also terminate automatically.

Universal Cells Research, Collaboration and License Agreement and Co-development and Co-commercialization agreement

On November 25, 2015, the Company entered into a Research, Collaboration and License Agreement relating to gene editing and
Human Leukocyte Antigen (“HLA”) engineering technology with Universal Cells, Inc. (“Universal Cells”). The Company paid an upfront
license and start-up fee of $2,500,000 to Universal Cells in November 2015, a milestone payment of $3,000,000 in February 2016 and
further milestone payments of $200,000 and $900,000 were made in the year ended December 31, 2018 and 2017, respectively. The
agreement was amended and re-stated as of January 13, 2020, primarily to reflect changes to the development plan agreed between the
parties. Further milestone payments of up to $37,600,000 are payable if certain development and product milestones are achieved of which
milestones of $800,000 and $500,000 have been accrued, but not yet paid, as of December 31, 2021. Universal Cells would also receive a
profit-share payment for the first product, and royalties on sales of other products utilizing its technology. The upfront license and start-up
fee and milestone payments were expensed to research and development when incurred.

Astellas Collaboration Agreement

Under the Astellas Collaboration Agreement, described further in Note 3, the Company could in certain circumstances elect to

unilaterally develop a product using technology contributed by Astellas.  If Adaptimmune unilaterally develops a product with technology
contributed by Astellas, Astellas could be eligible to receive up to $552,500,000, including up to $147,500,000 in milestone payments per
product, and up to $110,000,000 in sales milestones for products developed unilaterally by Adaptimmune. In addition, Astellas is entitled
to receive tiered royalties on net sales in the mid-single to mid-teen digits. 

Noile-Immune Collaboration Agreement

On August 26, 2019, the Company entered into a collaboration and license agreement relating to the development of next-

generation SPEAR T-cell products with Noile-Immune. An upfront exclusive license option fee of $2,500,000 was paid to Noile-Immune
in 2019. This was recognized within Research and Development in the Consolidated Statement of Operations for the year ended December
31, 2019. Under the agreement, development and commercialization milestone payments up to a maximum of $312,000,000 may be
payable if all possible targets are selected and milestones achieved. Noile-Immune would also receive mid-single-digit royalties on net
sales of resulting products.

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Alpine Collaboration Agreement

On May 14, 2019, the Company entered into a Collaboration Agreement relating to the development of next-generation SPEAR T-

cell products with Alpine. The Company paid an upfront exclusive license option fee of $2,000,000 to Alpine in June 2019. Under the
agreement, Adaptimmune will pay Alpine for ongoing research and development funding costs and development and commercialization
milestone payments up to a maximum of $288,000,000 may be payable if all possible targets are selected and milestones achieved. The
upfront payment of $2,000,000 and the payments for ongoing research was recognized within Research and development in the
Consolidated Statement of Operations for the year ended December 31, 2019. Alpine would also receive low single-digit royalties on
worldwide net sales of applicable products.

ThermoFisher License Agreement

In 2012, the Company entered into a series of license and sub-license agreements with Life Technologies Corporation, part of
ThermoFisher Scientific, Inc. (“ThermoFisher”) that provide the Company with a field-based license under certain intellectual property
rights owned or controlled by ThermoFisher.  The Company paid upfront license fees of $1,000,000 relating to the license and sublicense
agreements and has an obligation to pay minimum annual royalties (in the tens of thousands of U.S. dollars prior to licensed product
approval and thereafter at a level of 50% of running royalties in the previous year), milestone payments and a low single-digit running
royalty payable on the net selling price of each licensed product. The upfront payment made in 2012 was expensed to research and
development when incurred. Subsequent milestone payments have been recognized as an intangible asset due to the technology having
alternative future use in research and development projects at the time of the payment. The minimum annual royalties have been expensed
as incurred.

In 2016, the Company entered into a supply agreement with ThermoFisher for the supply of the Dynabeads® CD3/CD28

technology. The Dynabeads® CD3/CD28 technology is designed to isolate, activate and expand human T-cells, and is being used in the
manufacturing of the Company’s affinity enhanced T-cell therapies.  The supply agreement runs until December 31, 2025. Under the supply
agreement the Company is required to purchase its requirements for CD3/CD28 magnetic bead product from ThermoFisher for a period of
5 years. ThermoFisher has the right to terminate the supply agreement for material breach or insolvency.

Note 11 — Stockholders’ equity

Ordinary shares

Subject to any other provisions of our articles of association and without prejudice to any special rights, privileges or restrictions
as to voting attached to any shares forming part of our share capital, the voting rights of shareholders are as follows. On a show of hands,
each shareholder present in person, and each duly authorized representative present in person of a shareholder that is a corporation, has one
vote. On a show of hands, each proxy present in person who has been duly appointed by one or more shareholders entitled to vote on a
resolution has one vote, but a proxy has one vote for and one vote against a resolution if, in certain circumstances, the proxy is instructed
by more than one shareholder to vote in different ways on a resolution. On a poll, each shareholder present in person or by proxy or (being
a corporation) by a duly authorized representative has one vote for each share held by the shareholder. We are prohibited (to the extent
specified by the Companies Act 2006) from exercising any rights to attend or vote at meetings in respect of any shares held by the
Company as treasury shares.

Subject to the Companies Act 2006 and the provisions of all other relevant legislation, we may by ordinary resolution declare

dividends out of our profits available for distribution in accordance with the respective rights of shareholders but no such dividend shall
exceed the amount recommended by the directors. If, in the opinion of the directors, our profits available for distribution justify such
payments, the directors may from time to time pay interim dividends to the holders of any class of shares. Subject to any special rights
attaching to or terms of issue of any shares, all dividends shall be declared and paid according to the amounts paid up on the shares on
which the dividend is paid. No dividend shall be payable to us in respect of any shares held by us as treasury shares (except to the extent
permitted by the Companies Act 2006 and any other relevant legislation). As of December 31, 2021, Adaptimmune Therapeutics

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Plc and Adaptimmune Limited have accumulated net losses and, accordingly, no profits available for distribution out of which to declare or
pay dividends.

Subject to any special rights attaching to or the terms of issue of any shares, on any winding-up of the Company our surplus assets
remaining after satisfaction of our liabilities will be distributed among our shareholders in proportion to their respective holdings of shares
and the amounts paid up on those shares.

Effective from May 14, 2021, the Directors were generally authorized to allot new shares or to grant rights to subscribe for or to

convert any security into shares in the Company up to a maximum aggregate nominal amount of £307,869.00. This authority will expire on
the earlier of the conclusion of the Company’s annual general meeting in 2022 and June 30, 2022 (unless previously renewed, varied or
revoked). Effective from May 14, 2021, the Directors were also empowered to allot equity securities for cash, pursuant to their general
authority to allot described in this paragraph, without first offering them to existing shareholders in proportion to their existing holdings up
to an aggregate maximum nominal amount of £307,869.00. This power will expire on the earlier of the conclusion of the Company’s
annual general meeting in 2022 and June 30, 2022 (unless previously renewed, varied or revoked).

2020 January Offering

On January 24, 2020, the Company closed an underwritten public offering of 21,000,000 American Depository Shares (ADSs),
which together with the full exercise by the underwriters on February 7, 2020 of their option to purchase an additional 3,150,000 ADSs,
generated net proceeds of $90,554,000.

2020 June Offering

On June 4, 2020, the Company closed an underwritten public offering of 20,500,000 ADSs, which together with the full exercise

by the underwriters of their option to purchase an additional 3,075,000 ADSs, generated net proceeds of $243,834,000.

At-the-Market Offerings

On August 10, 2020 the Company entered into a sales agreement with Cowen and Company, LLC (“Cowen”) (the “Sales
Agreement”) under which we may from time to time issue and sell American Depositary Shares (“ADSs”) representing our ordinary shares
through Cowen in at-the-market (“ATM”) offerings for an aggregate offering price of up to $200 million. In the year ended December 31,
2021, the Company sold 511,555 ADSs representing 3,069,330 ordinary shares resulting in net proceeds to the Company of $2,529,000
after deducting commissions payable under the Sales Agreement and issuance costs. As of December 31, 2021, $197,360,000 remained
available for sale under the Sales Agreement.

Note 12 — Share-based compensation

The Company grants options over ordinary shares in Adaptimmune Therapeutics plc under the following option plans: (i) the

Adaptimmune Therapeutics plc Employee Share Option Scheme (adopted on January 14, 2016), (ii) the Adaptimmune Therapeutics plc
2015 Share Option Scheme (adopted on March 16, 2015) and (iii) the Adaptimmune Therapeutics plc Company Share Option Plan
(adopted on March 16, 2015).

The Adaptimmune Therapeutics plc Company Share Option Plan is a tax efficient option scheme intended to comply with the

requirements of Schedule 4 to the Income Tax (Earnings and Pensions) Act 2003 of the United Kingdom, which provides for the grant of
company share option plan (“CSOP”) options. Grants may not exceed the maximum value of £30,000 per participant for the shares under
the option, which is a CSOP compliance requirement.

Generally, the vesting dates for the options granted under these plans up to December 31, 2021 are 25% on the first anniversary of

the grant date and 75% in monthly installments over the following three years. However, the options

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Table of Contents

granted to non-executive directors under the Adaptimmune Therapeutics plc 2015 Share Option Scheme vest and become exercisable as
follows:

Options granted to non-executive directors on May 11, 2015:
Options granted to a non-executive director on June 23, 2016:

Options granted to non-executive directors on August 11, 2016:
Options granted to non-executive directors on November 28, 2016:

Options granted to non-executive directors on July 3, 2017
Options granted to non-executive directors on June 22, 2018:
Options granted to a non-executive director on July 5, 2018:

Options granted to non-executive directors on July 2, 2019:
Options granted to non-executive directors on July 1, 2020:
Options granted to non-executive directors on July 1, 2021:

     Immediately on grant date

25% on the first anniversary of the grant date and 75% in monthly
installments over the following two years
100% on the first anniversary of the grant date
25% on the first anniversary of the grant date and 75% in monthly
installments over the following two years
100% on the first anniversary of the grant date
100% on the first anniversary of the grant date
25% on the first anniversary of the grant date and 75% in monthly
instalments over the following two years
100% on the first anniversary of the grant date
100% on the first anniversary of the grant date
100% on the first anniversary of the grant date

Effective from January 2018, the Company has also granted restricted stock unit style options (“RSU-style”). The RSU-style
options over ordinary shares in Adaptimmune Therapeutics plc are granted under the Adaptimmune Therapeutics plc Employee Share
Option Scheme (adopted on January 14, 2016).  These options have an exercise price equal to the nominal value of an ordinary share, of
 £0.001, and generally vest over four years, with 25% on the first, and each subsequent, anniversary of the grant date.  

Options granted under these plans are not subject to performance conditions. The contractual term of options granted under these

plans is ten years.

The maximum aggregate number of options which may be granted under these plans and any incentive plans adopted by the

Company cannot exceed a scheme limit that equates to 8% of the initial fully diluted share capital of the Company immediately following
its IPO plus an automatic annual increase of an amount equivalent to 4% of the issued share capital on each 30 June (or such lower number
as the Board, or an appropriate committee of the Board, may determine). The automatic increase is effective from July 1, 2016.

Prior to December 31, 2014, the Company granted options to purchase ordinary shares in Adaptimmune Limited under three

option schemes:

(i)   The Adaptimmune Limited Share Option Scheme was adopted on May 30, 2008.  Under this scheme Enterprise Management 

Incentive (“EMI”) options (which are potentially tax-advantaged in the United Kingdom) have been granted (subject to the relevant 
conditions being met) to its employees who are eligible to receive EMI options under applicable U.K. tax law and unapproved options 
(which do not attract tax advantages) have been granted to its employees who are not eligible to receive EMI options, and to its Directors 
and consultants. In May 2014, the Company no longer qualified for EMI status and since that date, no further EMI options were granted 
under this scheme; however, unapproved options have been under granted under this scheme since that date.

(ii)  The Adaptimmune Limited 2014 Share Option Scheme was adopted on April 11, 2014. EMI options were granted (subject to 
the relevant conditions being met) under this scheme to our employees who are eligible to receive EMI options under applicable U.K. tax 
law. Unapproved options were granted to its employees who are not eligible to receive EMI options and to directors.  In May 2014, the 
Company no longer qualified for EMI status and since that date, 

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Table of Contents

no further EMI options were granted under this scheme; however, unapproved options have been under granted under this scheme since 
that date.

(iii) The Adaptimmune Limited Company Share Option Plan was adopted on December 16, 2014. This scheme allowed the grant
of options to our eligible employees prior to the Company’s corporate reorganization in 2015. This scheme is a tax efficient option scheme
and options were granted on December 19, 2014 and on December 31, 2014 to our part-time and full-time employees.

As part of the corporate reorganization in connection with our IPO, the holders of options granted under these schemes over

ordinary shares of Adaptimmune Limited were granted equivalent options on substantially the same terms over ordinary shares of
Adaptimmune Therapeutics plc (“Replacement Options”) in exchange for the release of these options. The Company does not intend to
grant any further options under these schemes.

As of December 31, 2021, all the Replacement Options under the Adaptimmune Limited schemes have vested.

The contractual life of options granted under these schemes is ten years.

The following table shows the total share-based compensation expense included in the Consolidated Statements of Operations (in

thousands):

Research and development
General and administrative

2021

9,052
11,577
20,629

$

$

$

Year ended
December 31, 

2020

4,417
5,997
10,414

$

$

2019

3,812
7,241
11,053

As of December 31, 2021, there was $18,893,000 of total unrecognized compensation cost related to stock options granted but not
vested under the plans. That cost will be recognized over an expected remaining weighted-average period of 2.9 years. The following table
shows information about share options granted:

Number of options over ordinary shares granted
Weighted average fair value of ordinary shares options
Number of additional options with a nominal exercise price granted
Weighted average fair value of options with a nominal exercise price

Year ended

December 31, 

2020

15,595,374
0.59
8,282,152
0.85

$

$

2021

21,300,998
0.70
17,765,778
0.97

$

$

2019
15,679,383
0.48
8,020,410
0.86

$

$

The following table summarizes all stock option activity for the year ended December 31, 2021:

Outstanding at January 1, 2021
Changes during the period:

Granted
Exercised
Expired
Forfeited

Outstanding at December 31, 2021
Exercisable at December 31, 2021

     Weighted     
average
exercise
price per
option
0.55

£

Options
91,643,184

39,066,776
£
(5,723,646) £
(4,866,762) £
(5,204,114) £
£
£

114,915,438
60,058,450

0.38
0.10
0.79
0.26
0.52  
0.66  

Average
remaining
contractual
term (years)

Aggregate
intrinsic
value
(thousands)

7.0
5.5

£
£

14,030
2,478

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Table of Contents

The following table summarizes information about stock options granted based on the market value at grant date which were

outstanding as of December 31, 2021:

Outstanding at January 1, 2021
Changes during the period:

Granted
Exercised
Expired
Forfeited

Outstanding at December 31, 2021
Exercisable at December 31, 2021

Weighted
average
exercise price

Average
remaining
contractual

per option      term (years)     

Aggregate
intrinsic value
(thousands)

£

0.67

Options
75,525,482

21,300,998
£
(2,659,632) £
(4,844,367) £
(1,935,167) £
£
87,387,314
£
57,005,097

0.70
0.21
0.80
0.71
0.68  
0.69  

6.6
5.4

£
£

1,311
1,068

The following table summarizes information about RSU-style options which were outstanding as of December 31, 2021:

Outstanding at January 1, 2021
Changes during the period:

Granted
Exercised
Expired
Forfeited

Outstanding at December 31, 2021
Exercisable at December 31, 2021

Average
remaining
contractual
term (years)     

8.4

Aggregate
intrinsic value
(thousands)

10,616

8.5   £
6.9   £

12,720
1,411

Options
16,117,702

17,765,778
(3,064,014)
(22,395)
(3,268,947)
27,528,124
3,053,353

There were 5,723,646, 11,401,390 and 3,549,298 share options exercised in the years ended December 31, 2021, 2020 and 2019

respectively. In the years ended December 31, 2021, 2020 and 2019 the total intrinsic value of stock options exercised was $4,321,000,
$8,195,000 and $1,977,000, respectively and the cash received from exercise of stock options was $759,000, $5,663,000 and $366,000
respectively. The Company recognizes tax benefits arising on the exercise of stock options regardless of whether the benefit reduces current
taxes. The tax benefit arising on the exercise of stock options was $862,000, $1,265,000 and $1,488,000 for the years ended December 31,
2021, 2020 and 2019 respectively. The Company satisfies the exercise of stock options through newly issued shares.

Outstanding

Exercisable

Exercise price
£

0     

0.01 - 0.25
0.26 - 0.50  
0.51 - 0.75  
0.76 - 1.00  
1.01 - 1.50  
1.51 - 2.00  

Total

Total share
options
27,528,124
1,268,588
15,420,385
38,895,120
26,156,996
4,255,224
1,391,001
114,915,438  

Weighted-
average
remaining
contractual life

Weighted-
average
exercise price

0.00
0.17
0.41
0.60
0.84
1.24
1.70
0.52  

8.5      £
5.4
4.7  
7.0  
7.1  
7.4  
5.7  
7.0  

£

F-37

Total share
options

3,053,353      £

936,227
13,549,821  
25,612,282  
12,060,873  
3,478,553  
1,367,341  
60,058,450  

£

Weighted-
average
exercise price

0.00
0.16
0.42
0.62
0.93
1.26
1.70
0.66

    
    
 
 
 
 
 
    
    
 
 
 
 
 
    
    
    
    
    
 
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The fair value of the stock options granted during the period was calculated using the Black-Scholes option-pricing model using

the following assumptions:

Expected term
Expected volatility
Risk free rate
Expected dividend yield

Year ended
December 31, 
2021
5 years  

98-100%
0.00-0.61%  

0%

Year ended
December 31, 
2020
5 years  
90-99%
0.00-0.42%
0%

Year ended
December 31, 
2019

5 years
69-73%
0.22-0.90%
0%

The expected term of the option is based on management judgment. The life of the options depends on the option expiration date,

volatility of the underlying shares and vesting features. We do not have sufficient history to determine the expected life based on internal
data and therefore the estimate is based on empirical data. Management uses historical data to determine the volatility of the Company’s
share price. The risk-free rate is based on the Bank of England’s estimates of the gilt yield curve as of the respective grant dates.

Note 13 — Income taxes

Loss before income tax expense is as follows (in thousands):

U.S.
U.K.
Loss before income tax expense

The components of income tax expense are as follows (in thousands):

United States:

Federal
State and local

U.K.
Total current tax expense

United States:

Federal
State and local

U.K.
Total deferred tax expense
Total income tax expense

F-38

Year ended
December 31, 
2021

Year ended
December 31, 
2020

Year ended
December 31, 
2019

$

$

1,625
(158,924)
(157,299)

$

$

(1,359)
(128,571)
(129,930)

$

$

(494)
(136,429)
(136,923)

Year ended
December 31, 
2021

Year ended
December 31, 
2020

Year ended
December 31, 
2019

$

$

791
—
—
791

—
—
—
—
791

$

$

162
—
—
162

—
—
—
—
162

$

$

242
—
—
242

—
—
—
—
242

    
    
    
 
 
    
    
    
    
    
    
Table of Contents

As of December 31, 2021 and 2020 the tax effects of temporary differences and carryforwards that give rise to deferred tax assets

and liabilities were as follows (in thousands):

Deferred tax liabilities

Property, plant and equipment:
Operating lease right-of-use assets
Other

Total

Deferred tax assets

Share-based compensation expense
Intangibles
Operating lease liabilities
Net operating loss and expenditure credit carryforwards
Other

Total

Valuation allowance

Net deferred tax asset/(liability)

December 31, 
2021

December 31, 
2020

$

$

(922)
(1,757)
(238)
(2,917)

15,584
2,401
2,143
114,972
260
135,360
(132,443)
2,917

$

— $

(796)
(2,009)
(156)
(2,961)

9,292
1,745
2,343
71,742
237
85,359
(82,398)
2,961
—

The valuation allowance is primarily related to deferred tax assets for operating loss and tax credit carry-forwards and temporary 
differences relating to share-based compensation expense.  Deferred tax assets have been recognized without a valuation allowance to the 
extent supported by reversing taxable temporary differences. A valuation allowance has been provided over the remaining deferred tax 
assets, which management considered are not more likely than not of being realized after weighing all available positive and negative 
evidence including cumulative losses in recent years and projections of future taxable losses.

The movements in the deferred tax asset valuation allowance for the year ended December 31, 2021 and 2020 are as follows

(thousands):

Valuation allowance at January 1,
Increase in valuation allowance through net loss
Increase/(decrease) in valuation allowance through other comprehensive loss
Foreign exchange translation adjustments

$

$

2021

82,398
50,046
1,512
(1,513)
132,443

2020
59,172
23,025
(2,696)
2,897
82,398

$

$

The net change in valuation allowance of $50,045,000 for the year ended December 31, 2021 includes an increase of $50,046,000

which was recognized in net loss, and an increase of $1,512,000 which was recognized in Other comprehensive loss.

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Table of Contents

Reconciliation of the U.K. statutory income tax rate to the Company's effective tax rate is as follows (in percentages):

U.K. tax rate
Tax-exempt reimbursable tax credits included within pretax Research and
development expense
Surrender of R&D expenditures for R&D tax credit refund
Expenses not deductible
Permanent differences for unrealized foreign exchange on intercompany loans of a
long-term investment nature
Change in valuation allowances
Change in tax rates
Difference in tax rates
R&D tax credits generated
Other
Effective income tax rate

Year ended
December 31, 
2021

Year ended
December 31, 
2020

Year ended
December 31, 
2019

19.0 %  

19.0 %  

19.0 %  

4.1 %  
(10.3)%  
(0.2)%  

— %  
(31.8)%  
18.1 %  
— %  
2.0 %
(1.4)%  
(0.5)%  

2.8 %  
(8.4)%  
(1.4)%  

— %  
(17.8)%  
4.1 %  
— %  
1.8 %  
(0.1)%  
(0.0)%  

2.8 %  
(7.7)%  
— %  

(1.5)%  
(12.4)%  
— %  
(1.2)%  
1.5 %  
(0.7)%  
(0.2)%  

The Company is headquartered in the United Kingdom and has subsidiaries in the United Kingdom and the United States. The 
Company incurs tax losses in the United Kingdom.  The U.K. corporate tax rate for the years ended December 31, 2021, 2020 and 2019 
was 19% in each year. The Company’s subsidiary in the United States has generated taxable profits due to a service agreement between the
Company’s subsidiaries in the United States and the United Kingdom. The U.S. federal corporate tax rate was 21% for the years ended
December 31, 2021, 2020 and 2019, respectively.

The United Kingdom’s Finance Act 2021, which was enacted on June 10, 2021, maintained the corporation tax rate at 19% up

until the year commencing April 1, 2023, at which point the rate will rise to 25%. As of December 31, 2021, the Company used a 25% and
21% tax rate in respect of the measurement of deferred taxes arising in the U.K. and the U.S., respectively, which reflects the currently 
enacted tax rates and the anticipated timing of the unwinding of the deferred tax balances.  In respect of the measurement of deferred taxes 
arising in the U.K, the increase in the tax rate to be adopted by the Company from 19% in the year ended December 31, 2020 to 25% in the
year ended December 31, 2023 has increased the net deferred tax asset and corresponding valuation allowance by $28,420,000. The effect
of the change in tax rates on the Consolidated statement of operations is $nil, after consideration of the change in valuation allowance.

As of December 31, 2021, we do not have unremitted earnings in our U.S. subsidiary.

As of December 31, 2021, we had U.K. net operating losses of approximately $423,572,000, expenditure credit carryforwards of

$762,000 and U.S. tax credit carryforwards of $8,316,000. Unsurrendered U.K. tax losses and tax credit carryforwards can be carried
forward indefinitely to be offset against future taxable profits; however, this is restricted to an annual £5,000,000 allowance in each
standalone company or group and above this allowance, there will be a 50% restriction in the profits that can be covered by losses brought
forward. U.K. tax credit carryforwards can be carried forward indefinitely to be offset against future tax liabilities of the company. U.S. tax
credit carryforwards can be carried forward for 20 years to be offset against future tax liabilities, subject to a minimum tax payment of 25%
of the tax charge. The tax credit carryforwards expire between 2036 and 2041.

Our tax returns are under routine examination in the U.K. and U.S. tax jurisdictions. The scope of these examinations includes, but 

is not limited to, the review of our taxable presence in a jurisdiction, our deduction of certain items, our claims for research and 
development credits, our compliance with transfer pricing rules and regulations and the inclusion or exclusion of amounts from our tax 
returns as filed.  The Company is no longer subject to examinations by tax authorities for the tax years 2014 and prior in the United 
Kingdom.  However, U.K. net operating losses from the tax years 2014 and prior would be subject to examination if and when used in a 
future tax return to offset taxable 

F-40

    
    
    
    
Table of Contents

income. Our U.K. income tax returns have been accepted by Her Majesty’s Revenue and Customs through the period ended December 31, 
2016. The Company is subject to examinations by taxing authorities in the United States for all tax years 2014 through 2021. Our U.S. 
federal income tax return for the year ended June 30, 2014 and December 31, 2016 were audited by the U.S. Internal Revenue Service and 
resulted in no changes. We are also subject to audits by U.S. state taxing authorities where we have operations.

Unrecognized tax benefits arise when the estimated benefit recorded in the financial statements differs from the amounts taken or

expected to be taken in a tax return because of uncertainties in the tax law. As of December 31, 2021 and December 31, 2020, the Company
had no unrecognized tax benefits.

Note 14 — Geographic information

Operations by geographic area

Revenue represents recognized income from the Astellas Collaboration Agreement, the GNE Collaboration and License 

Agreement and the GSK Collaboration and License Agreement.  All revenue was derived in the United Kingdom.

Long-lived assets (excluding intangibles, deferred tax and financial instruments) were located as follows (in thousands):

U.K.
U.S.
Total long-lived assets(1)

Major customers:

December 31, 
2021

December 31, 
2020

$

$

29,701
21,668
51,369

$

$

24,329
22,239
46,568

During the year ended December 31, 2021, 63% and 36% of the Company’s revenues were generated from Astellas and GSK,

respectively.

F-41

    
    
 
 
Exhibit 4.4

DESCRIPTION OF THE REGISTRANT'S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE
ACT OF 1934

The following is a description of the ordinary shares, par value £0.001 per share, of Adaptimmune Therapeutics plc (the “Company”, “we” or “us”)
which are represented by American Depositary Shares (“ADSs”) with each ADS representing six of our ordinary shares registered under Section 12 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”). This description also summarizes certain relevant provisions of English law. The
following summary does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the applicable provisions of English
law and the Company’s articles of association, a copy of which is filed as Exhibit 3.1 to the Annual Report on Form 10-K of the Company for the fiscal
year ended December 31, 2021. We encourage you to read the articles of association and the applicable provisions of English law for additional
information.

For the purposes of this description of the ordinary shares, a “shareholder” or “holder of ordinary shares” is a person or persons in whose name an 

ordinary share is registered on the register of members. Ordinary shares underlying the ADSs are held by Citibank, N.A. as depositary bank and, 
accordingly, Citibank, N.A. will be the shareholder in relation to such ordinary shares.   

General

DESCRIPTION OF ORDINARY SHARES

As of March 11, 2022 the number of outstanding ordinary shares, par value £0.001 per share, of the Registrant is 940,393,818. There are currently no

preferred shares outstanding. All ordinary shares have the same rights and rank pari passu in all respects.

Ordinary Shares

Voting Rights

Subject to any other provisions of our articles of association and without prejudice to any special rights, privileges or restrictions as to voting
attached to any shares forming part of our share capital, the voting rights of shareholders are as follows. On a show of hands, each shareholder present in
person, and each duly authorized representative present in person of a shareholder that is a corporation, has one vote. On a show of hands, each proxy
present in person who has been duly appointed by one or more shareholders entitled to vote on a resolution has one vote, but a proxy has one vote for and
one vote against a resolution if, in certain circumstances, the proxy is instructed by more than one shareholder to vote in different ways on a resolution. On
a poll, each shareholder present in person or by proxy or (being a corporation) by a duly authorized representative has one vote for each share held by the
shareholder. We are prohibited (to the extent specified by the Companies Act 2006) from exercising any rights to attend or vote at meetings in respect of
any shares held by the Company as treasury shares.

Under English law, an ordinary resolution is passed on a show of hands if it is approved by a simple majority (more than 50%) of the votes cast by

shareholders present (in person or by proxy) and entitled to vote. If a poll is demanded, an ordinary resolution is passed if it is approved by holders
representing a simple majority of the total voting rights of shareholders present (in person or by proxy) who (being entitled to vote) vote on the resolution.
Special resolutions require the affirmative vote of not less than 75% of the votes cast by shareholders present (in person or by proxy) at the meeting.

Restrictions on Voting Where Sums Overdue on Shares

None of our shareholders (whether present in person by proxy or, in the case of a corporate member, by a duly authorized representative) shall

(unless the directors otherwise determine) be entitled to vote at any general meeting or at any separate class meeting in respect of any share held by him
unless all calls or other sums payable by him in respect of that share have been paid.

Calls on Shares

Subject to the terms of issue of the shares and to the provisions of our articles of association, the directors may from time to time make calls on

shareholders in respect of any moneys unpaid on their shares, whether in respect of the nominal value of the shares or by way of premium. Shareholders
are required to pay called amounts on shares subject to receiving at least 14 clear days’ notice specifying the time and place for payment. If a shareholder
fails to pay any part of a call or instalment of a call on the day fixed for payment, the directors may serve further notice naming another day not being less
than 14 clear days from the date of the further notice requiring payment and stating that in the event of non-payment the shares in respect of which the call
was made or instalment is

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payable will be liable to be forfeited. Subsequent forfeiture requires a resolution by the directors.

Dividend Rights

Subject to the Companies Act 2006 and the provisions of all other relevant legislation, we may by ordinary resolution declare dividends out of our
profits available for distribution in accordance with the respective rights of shareholders but no such dividend shall exceed the amount recommended by
the directors. If, in the opinion of the directors, our profits available for distribution justify such payments, the directors may pay fixed dividends payable
on any of our shares with preferential rights, half-yearly or otherwise, on fixed dates and from time to time pay interim dividends to the holders of any
class of shares. Subject to any special rights attaching to or terms of issue of any shares, all dividends shall be declared and paid according to the amounts
paid up on the shares on which the dividend is paid. No dividend shall be payable to us in respect of any shares held by us as treasury shares (except to the
extent permitted by the Companies Act 2006 and any other relevant legislation).

We may, upon the recommendation of the directors, by ordinary resolution, direct payment of a dividend wholly or partly by the distribution of

specific assets.

The directors may, if so authorized by ordinary resolution passed at any general meeting, offer any holders of the ordinary shares the right to elect to

receive in lieu of that dividend (or part of any of that dividend) an allotment of ordinary shares credited as fully paid.

We or the directors may by resolution specify a “record date” on which persons registered as the holders of shares shall be entitled to receipt of any

dividend.

Distributions of Assets on Winding-up

Subject to any special rights attaching to or the terms of issue of any shares, on any winding-up of the Company our surplus assets remaining after

satisfaction of our liabilities will be distributed among our shareholders in proportion to their respective holdings of shares and the amounts paid up on
those shares.

On any winding-up of the Company (whether the liquidation is voluntary, under supervision or by the Court), the liquidator may with the authority

of a special resolution of the Company and any other sanction required by any relevant legislation, divide among our shareholders (excluding the Company
itself to the extent that it is a shareholder by virtue of its holding any shares or treasury shares) in specie or in kind the whole or any part of our assets,
whether or not the assets shall consist of property of one kind or of properties of different kinds, and may for that purpose set such value as he deems fair
upon any one or more class or classes of property and may determine how that division shall be carried out as between the shareholders or different classes
of shareholders. The liquidator may, with that sanction, vest the whole or any part of the assets in trustees upon such trusts for the benefit of the
shareholders as he with the relevant authority determines, and the liquidation of the Company may be closed and the Company dissolved, but so that no
shareholders shall be compelled to accept any shares or other property in respect of which there is a liability.

Variation of Rights

The rights or privileges attached to any class of shares may (unless otherwise provided by the terms of the issue of the shares of that class) be varied

or abrogated with the consent in writing of the holders of three-fourths in nominal value of the issued shares of that class (excluding any shares of that class
held as treasury shares) or with the sanction of a special resolution passed at a separate general meeting of the shareholders of that class, but not otherwise.

Transfer of Shares

All of our shares are in registered form and may be transferred by a transfer in any usual or common form or any form acceptable to the directors

and permitted by the Companies Act 2006 and any other relevant legislation.

The directors may decline to register a transfer of a share that is:

● not fully paid or on which we have a lien provided that that discretion may not be exercised in such a way as to prevent dealings in shares of

that class from taking place on an open and proper basis;

● (except where uncertificated shares are transferred without a written instrument) not lodged duly stamped at our registered office or at such

other place as the directors may appoint;

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● (except where a certificate has not been issued) not accompanied by the certificate of the share to which it relates or such other evidence

reasonably required by the directors to show the right of the transferor to make the transfer;

● in respect of more than one class of share; or
● in the case of a transfer to joint holders of a share, the number of joint holders to whom the share is to be transferred exceeds four.   

Capital Variations

We may, by ordinary resolution, consolidate and divide all or any of our share capital into shares of a larger nominal amount than our existing shares
or sub-divide our shares, or any of them, into shares of a smaller amount than our existing shares. Subject to the provisions of the Companies Act 2006 and
any other relevant legislation, we may by special resolution reduce our share capital, any capital redemption reserve fund or any share premium account
and may redeem or purchase any of our own shares.

Pre-emption Rights

There are no rights of pre-emption under our articles of association in respect of transfers of issued ordinary shares. In certain circumstances, our
shareholders may have statutory pre-emption rights under the Companies Act 2006 in respect of the allotment of new shares in the Company for cash.
These statutory pre-emption rights, when applicable, would require us to offer new shares for allotment to existing shareholders on a pro rata basis before
allotting them to other persons. In such circumstances, the procedure for the exercise of such statutory pre-emption rights would be set out in the
documentation by which such ordinary shares would be offered to our shareholders. These statutory pre-emption rights may be disapplied by a special
resolution passed by shareholders in a general meeting in accordance with the provisions of the Companies Act 2006.

Preferred Shares

Subject to the provisions of the Companies Act 2006 and any other relevant legislation, we may issue shares with such preferred, deferred or other

rights, or such restrictions, whether in relation to dividends, returns of capital, voting or otherwise, as we may determine by ordinary resolution (or, failing
any such determination, as the directors may determine). Any or all of such rights and restrictions may be greater than the rights of the ordinary shares.
Holders of preferred shares may be entitled to receive a preference payment in the event of our liquidation before any payment is made to the holders of
ordinary shares. There are currently no preferred shares outstanding, and we have no present intention to issue any preferred shares.

Directors

Unless and until we in a general meeting of our shareholders otherwise determine, the number of directors shall not be subject to any maximum

but shall not be less than two.

General Meetings

Annual General Meetings

We shall in each year hold an annual general meeting of our shareholders in addition to any other meetings in that year, and shall specify the

meeting as such in the notice convening it. The annual general meeting shall be held at such time and place as the directors may appoint.

Calling of General Meetings

The directors may call a general meeting of shareholders. Under the Companies Act 2006, shareholders holding at least 5% of the paid-up capital

of the Company carrying voting rights at general meetings can require the directors to call a general meeting.

Under the Companies Act 2006, 21 clear days’ notice must be given for an annual general meeting and any resolutions to be proposed at the

meeting. At least 14 clear days’ notice is required for any other general meeting. In addition, certain matters (such as the removal of directors or auditors)
require special notice, which is 28 clear days’ notice.

Quorum of Meetings

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No business shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business but the absence of a
quorum shall not preclude the appointment of a chairman that shall not be treated as part of the business of a meeting. One or more qualifying persons
present at a meeting and between them holding (or being the proxy or corporate representative of the holders of) at least one-third in number of the issued
shares (excluding any shares held as treasury shares) entitled to vote on the business to be transacted are a quorum. Notwithstanding that our articles of
association provide that one person may be a quorum, under English law a general meeting will generally require the attendance of more than one person.
A qualifying person for these purposes is an individual who is a shareholder, a person authorized to act as the representative of a shareholder (being a
corporation) in relation to the meeting or a person appointed as proxy of a shareholder in relation to the meeting.

Other English Law Considerations

Mandatory Purchases and Acquisitions

Pursuant to sections 979 to 991 of the Companies Act 2006, where a takeover offer has been made for the Company and the offeror has acquired

or unconditionally contracted to acquire not less than 90 percent of the voting rights carried by those shares, the offeror may give notice, to the holder of
any shares to which the offer relates and which the offeror has not acquired or unconditionally contracted to acquire that he wishes to acquire and is
entitled to so acquire those shares on the same terms as the general offer.

Disclosure of Interest in Shares

Pursuant to Part 22 of the Companies Act 2006 and our articles of association, we are empowered by notice in writing to require any person

whom we know to be, or have reasonable cause to believe to be, interested in the Company, our shares or, at any time during the three years immediately
preceding the date on which the notice is issued has been so interested, within a reasonable time to disclose to us particulars of any interest, rights,
agreements or arrangements affecting any of the shares held by that person or in which such other person as aforesaid is interested (so far as is within his
knowledge).

Under our articles of association, if a person defaults in supplying us with the required particulars in relation to the shares in question (“default

shares”), the directors may by notice direct that:

in respect of the default shares, the relevant shareholder shall not be entitled to vote or exercise any other right conferred by membership in

relation to general meetings; and/or

where the default shares represent at least 0.25 percent of their class, (a) any dividend or other money payable in respect of the default shares shall
be retained by us without liability to pay interest, and/or (b) no transfers by the relevant shareholder of shares other than certain approved transfers may be
registered (unless the shareholder himself is not in default and the transfer does not relate to default shares), and/or (c) any shares held by the relevant
number in uncertificated form shall be converted into certificated form.

Purchase of Own Shares

Under English law, a public limited company may only purchase its own shares out of the distributable profits of the company or the proceeds of a

fresh issue of shares made for the purpose of financing the purchase. A limited company may not purchase its own shares if as a result of the purchase
there would no longer be any issued shares of the company other than redeemable shares or shares held as treasury shares.

Subject to the above, we may purchase our own shares in the manner prescribed below. We may purchase on a recognized investment exchange

our own fully paid shares pursuant to an ordinary resolution of the Company. Under the Companies Act 2006, the resolution authorizing the purchase must:

● specify the maximum number of shares authorized to be acquired;
● determine the maximum and minimum prices that may be paid for the shares; and
● specify a date, not being later than five years after the passing of the resolution, on which the authority to purchase is to expire.

We may purchase our own fully paid shares otherwise than on a recognized investment exchange pursuant to a purchase contract authorized by

special resolution of the Company before the purchase takes place. Any authority will not be effective if any shareholder from whom we propose to
purchase shares votes on the resolution and the resolution would not have been passed if he had not done so. The resolution authorizing the purchase must
specify a date, not being later than five years after the passing of the resolution, on which the authority to purchase is to expire.

4

 
 
 
 
 
 
 
Takeover Provisions

If at the time of a takeover offer the U.K. Panel on Takeovers and Mergers (the “Takeover Panel”) determines that we have our place of central
management and control in the United Kingdom, we would be subject to the U.K. City Code on Takeovers and Mergers (the “Takeover Code”), which is
issued and administered by the Takeover Panel. The Takeover Code provides a framework within which takeovers of companies subject to it are
conducted, including, in particular, certain rules in respect of mandatory offers.

In July 2018, the Takeover Panel confirmed that, based on our current circumstances, we are not subject to the Takeover Code. As a result, our

shareholders are not entitled to the benefit of certain takeover offer protections provided under the Takeover Code. We believe that this position is unlikely
to change at any time in the near future but, in accordance with good practice, we will review the situation on a regular basis and consult with the Takeover
Panel if there is any change in our circumstances, which may have a bearing on whether the Takeover Panel would determine our place of central
management and control to be in the United Kingdom.

Exchange Controls

There are no governmental laws, decrees, regulations or other legislation in the United Kingdom that may affect the import or export of capital,

including the availability of cash and cash equivalents for use by us, or that may affect the remittance of dividends, interest, or other payments by us to
non-resident holders of our ordinary shares, other than withholding tax requirements. There is no limitation imposed by English law or our articles of
association on the right of non-residents to hold or vote shares.

Market Listing

Our ADSs are listed on The Nasdaq Global Select Market under the symbol “ADAP”.

5

 
 
DESCRIPTION OF AMERICAN DEPOSITARY SHARES

Citibank, N.A. (the “Depositary”) has agreed to act as the depositary bank for the American Depositary Shares. Citibank’s depositary offices are
located at 388 Greenwich Street, New York, New York 10013. American Depositary Shares are frequently referred to as “ADSs” and represent ownership
interests in securities that are on deposit with the depositary bank. ADSs may be represented by certificates that are commonly known as “American
Depositary Receipts” or “ADRs.” The depositary bank typically appoints a custodian to safekeep the securities on deposit. In this case, the custodian is
Citibank, N.A. London Branch, having its principal office at Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, England.

We have appointed Citibank as depositary bank pursuant to a deposit agreement. A copy of the deposit agreement is on file with the SEC under

cover of a Registration Statement on Form F-6. A copy of the deposit agreement is available from the SEC’s website (www.sec.gov). Please refer to
Registration Number 333-203642, Registration Number 333-212714 or Registration Number 333-233560 when retrieving such copy.

 “Holder” means the person or persons in whose name an ADS is registered on the register maintained by the Depositary for such purpose.

Each ADS represents the right to receive 12 ordinary shares, each of which is frequently referred to as a “Share” or collectively, as “Shares”, on

deposit with the custodian. An ADS also represents the right to receive any other property received by the depositary bank or the custodian on behalf of the
owner of the ADS but that has not been distributed to the owners of ADSs because of legal restrictions or practical considerations. The custodian, the
depositary bank and their respective nominees will hold all deposited property for the benefit of the holders and beneficial owners of ADSs. The deposited
property does not constitute the proprietary assets of the depositary bank, the custodian or their nominees. Beneficial ownership in the deposited property
will under the terms of the deposit agreement be vested in the beneficial owners of the ADSs. The depositary bank, the custodian and their respective
nominees will be the record holders of the deposited property represented by the ADSs for the benefit of the holders and beneficial owners of the
corresponding ADSs. Owners of ADSs will be able to exercise beneficial ownership interests in the deposited property only through the registered holders
of the ADSs, by the registered holders of the ADSs (on behalf of the applicable ADS owners) only through the depositary bank, and by the depositary bank
(on behalf of the owners of the corresponding ADSs) directly, or indirectly through the custodian or their respective nominees, in each case upon the terms
of the deposit agreement.

If you become an owner of ADSs, you will become a party to the deposit agreement and therefore will be bound to its terms and to the terms of

any ADR that represents your ADSs. The deposit agreement and the ADR specify our rights and obligations as well as your rights and obligations as
owner of ADSs and those of the depositary bank. As an ADS holder, you appoint the depositary bank to act on your behalf in certain circumstances. The
deposit agreement and the ADRs are governed by New York law. However, our obligations to the holders of Shares will continue to be governed by the
laws of England and Wales, which may be different from the laws in the United States.

In addition, applicable laws and regulations may require you to satisfy reporting requirements and obtain regulatory approvals in certain
circumstances. You are solely responsible for complying with such reporting requirements and obtaining such approvals. Neither the depositary bank, the
custodian, us nor any of their or our respective agents or affiliates shall be required to take any actions whatsoever on your behalf to satisfy such reporting
requirements or obtain such regulatory approvals under applicable laws and regulations.

 As an owner of ADSs, we will not treat you as one of our shareholders and you will not have direct shareholder rights. The depositary bank will

hold on your behalf the shareholder rights attached to the Shares underlying your ADSs. As an owner of ADSs you will be able to exercise the
shareholders rights for the Shares represented by your ADSs through the depositary bank only to the extent contemplated in the deposit agreement. To
exercise any shareholder rights not contemplated in the deposit agreement you will, as an ADS owner, need to arrange for the cancellation of your ADSs
and become a direct shareholder.

 Dividends and Distributions

Holders generally have the right to receive the distributions we make on the securities deposited with the custodian. A Holder’s receipt of these

distributions may be limited, however, by practical considerations and legal limitations. Holders will receive such distributions under the terms of the
deposit agreement in proportion to the number of ADSs held as of the specified record date, after deduction of the applicable fees, taxes and expenses.

6

Distributions of Cash

Whenever we make a cash distribution for the securities on deposit with the custodian, we will deposit the funds with the custodian. Upon receipt
of confirmation of the deposit of the requisite funds, the depositary bank will arrange for the funds to be converted into U.S. dollars and for the distribution
of the U.S. dollars to the holders, subject to the laws and regulations of England and Wales.

The conversion into U.S. dollars will take place only if practicable and if the U.S. dollars are transferable to the United States. The depositary

bank will apply the same method for distributing the proceeds of the sale of any property (such as undistributed rights) held by the custodian in respect of
securities on deposit.

The distribution of cash will be made net of the fees, expenses, taxes and governmental charges payable by holders under the terms of the deposit

agreement. The depositary bank will hold any cash amounts it is unable to distribute in a non-interest bearing account for the benefit of the applicable
holders and beneficial owners of ADSs until the distribution can be effected or the funds that the depositary bank holds must be escheated as unclaimed
property in accordance with the laws of the relevant states of the United States.

Distributions of Shares

Whenever we make a free distribution of ordinary shares for the securities on deposit with the custodian, we will deposit the applicable number of

ordinary shares with the custodian. Upon receipt of confirmation of such deposit, the depositary bank will either distribute to holders new ADSs
representing the ordinary shares deposited or modify the ADS-to-ordinary share ratio, in which case each ADS a Holder holds will represent rights and
interests in an integral number of the additional ordinary shares so deposited. Only whole new ADSs will be distributed. Fractional entitlements will be
sold and the proceeds of such sale will be distributed as in the case of a cash distribution.

The distribution of new ADSs or the modification of the ADS-to-ordinary share ratio upon a distribution of ordinary shares will be made net of

the fees, expenses, taxes and governmental charges payable by holders under the terms of the deposit agreement. In order to pay such taxes or
governmental charges, the depositary bank may sell all or a portion of the new ordinary shares so distributed.

No such distribution of new ADSs will be made if it would violate a law (i.e., the U.S. securities laws) or if it is not  practicable. If the depositary
bank does not distribute new ADSs as described above, it may sell the ordinary shares received upon the terms described in the deposit agreement and will
distribute the proceeds of the sale as in the case of a distribution of cash.

Distributions of Rights

Whenever we intend to distribute rights to purchase additional ordinary shares, we will give prior notice to the depositary bank and will indicate

whether we wish the elective distribution to be made available to you. In such case, we will assist the depositary bank in determining whether such
distribution is lawful and reasonably practicable to distribute rights to purchase additional ADSs to holders.

The depositary bank will establish procedures to distribute rights to purchase additional ADSs to holders and to enable such holders to exercise

such rights if it is lawful and reasonably practicable to make the rights available to holders of ADSs, we indicate that we wish such rights to be made
available to holders of ADSs, and if we provide all of the documentation contemplated in the deposit agreement (such as opinions to address the lawfulness
of the transaction). A Holder may have to pay fees, expenses, taxes and other governmental charges to subscribe for the new ADSs upon the exercise of a
Holder’s rights. The depositary bank is not obligated to establish procedures to facilitate the distribution and exercise by holders of rights to purchase new
ordinary shares other than in the form of ADSs.

The depositary bank will not distribute the rights to a Holder if:

● We do not timely request that the rights be distributed to a Holder or we request that the rights not be distributed to a Holder; or
● We fail to deliver satisfactory documents to the depositary bank; or
● It is not reasonably practicable to distribute the rights.

7

The depositary bank will sell the rights that are not exercised or not distributed if such sale is lawful and reasonably practicable. The proceeds of such

sale will be distributed to holders as in the case of a cash distribution. If the depositary bank is unable to sell the rights, it will allow the rights to lapse.

Elective Distributions

Whenever we intend to distribute a dividend payable at the election of shareholders either in cash or in additional shares, we will give prior notice
thereof to the depositary bank and will indicate whether we wish the elective distribution to be made available to a Holder. In such case, we will assist the
depositary bank in determining whether such distribution is lawful and reasonably practicable.

The depositary bank will make the election available to a Holder only if it is lawful and reasonably practicable, we indicate that we wish such election

to be made available to holders of ADSs, and if we have provided all of the documentation contemplated in the deposit agreement. In such case, the
depositary bank will establish procedures to enable a Holder to elect to receive either cash or additional ADSs, in each case as described in the deposit
agreement.

If the election is not made available to a Holder, such Holder will receive either cash or additional ADSs, upon the terms described above for
distributions of cash and ordinary shares, respectively, depending on what a shareholder in England and Wales would receive upon failing to make an
election, as more fully described in the deposit agreement.

Other Distributions

Whenever we intend to distribute property other than cash, ordinary shares or rights to purchase additional ordinary shares, we will notify the
depositary bank in advance and will indicate whether we wish such distribution to be made to Holders. If so, we will assist the depositary bank in
determining whether such distribution to holders is lawful and reasonably practicable.

If it is reasonably practicable to distribute such property to a Holder, we indicate that we wish such distribution to be made available to holders of
ADSs, and if we provide all of the documentation contemplated in the deposit agreement, the depositary bank will distribute the property to the holders in a
manner it deems practicable.

 The distribution will be made net of fees, expenses, taxes and governmental charges payable by holders under the terms of the deposit agreement. In

order to pay such taxes and governmental charges, the depositary bank may sell all or a portion of the property received.

The depositary bank will not distribute the property to a Holder and will sell the property if:

● We do not request that the property be distributed to a Holder or if we ask that the property not be distributed to a Holder; or
● We do not deliver satisfactory documents to the depositary bank; or
● The depositary bank determines that all or a portion of the distribution to a Holder is not reasonably practicable.

The proceeds of such a sale will be distributed to holders as in the case of a cash distribution.

Redemption

Whenever we decide to redeem any of the securities on deposit with the custodian, we will notify the depositary bank in advance. If it is practicable
and if we provide all of the documentation contemplated in the deposit agreement, the depositary bank will provide notice of the redemption to the holders.

The custodian will be instructed to surrender the shares being redeemed against payment of the applicable redemption price. The depositary bank will
convert the redemption funds received into U.S. dollars upon the terms of the deposit agreement and will establish procedures to enable holders to receive
the net proceeds from the redemption upon surrender of their ADSs to the depositary bank. A Holder may have to pay fees, expenses, taxes and other
governmental charges upon the redemption of a Holder’s ADSs. If less than all ADSs are being redeemed, the ADSs to be retired will be selected by lot or
on a pro rata basis, as the depositary bank may determine. 

8

Changes Affecting Ordinary Shares 

The ordinary shares held on deposit for a Holder’s ADSs may change from time to time. For example, there may be a change in nominal or par value,

a split-up, cancellation, consolidation or any other reclassification of such ordinary shares or a recapitalization, reorganization, merger, consolidation or
sale of assets of the Company.

If any such change were to occur, a Holder’s ADSs would, to the extent permitted by law, represent the right to receive the property received or

exchanged in respect of the ordinary shares held on deposit. The depositary bank may in such circumstances deliver new ADSs to a Holder, amend the
deposit agreement, the ADRs and the applicable Registration Statement(s) on Form F-6, call for the exchange of a Holder’s existing ADSs for new ADSs
and take any other actions that are appropriate to reflect as to the ADSs the change affecting the Shares. If the depositary bank may not lawfully distribute
such property to a Holder, the depositary bank may sell such property and distribute the net proceeds to a Holder as in the case of a cash distribution.

Issuance of ADSs upon Deposit of Ordinary Shares

The depositary bank may create ADSs on a Holder’s behalf if a Holder or a Holder’s broker deposit ordinary shares with the custodian. The depositary

bank will deliver these ADSs to the person a Holder indicates only after a Holder pays any applicable issuance fees and any charges and taxes payable for
the transfer of the ordinary shares to the custodian. A Holder’s ability to deposit ordinary shares and receive ADSs may be limited by U.S. and English
legal considerations applicable at the time of deposit.

The issuance of ADSs may be delayed until the depositary bank or the custodian receives confirmation that all required approvals have been given and

that the ordinary shares have been duly transferred to the custodian. The depositary bank will only issue ADSs in whole numbers.

 When a Holder makes a deposit of ordinary shares, a Holder will be responsible for transferring good and valid title to the depositary bank. As such, a

Holder will be deemed to represent and warrant that:

● The ordinary shares are duly authorized, validly issued, fully paid, non-assessable and legally obtained.
● All preemptive (and similar) rights, if any, with respect to such ordinary shares have been validly waived or exercised.
● A Holder is duly authorized to deposit the ordinary shares.
● The ordinary shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and are

not, and the ADSs issuable upon such deposit will not be, “restricted securities” (as defined in the deposit agreement).

● The ordinary shares presented for deposit have not been stripped of any rights or entitlements.

If any of the representations or warranties are incorrect in any way, we and the depositary bank may, at a Holder’s cost and expense, take any and all

actions necessary to correct the consequences of the misrepresentations. 

Transfer, Combination and Split Up of ADRs

ADR Holders will be entitled to transfer, combine or split up such Holder’s ADRs and the ADSs evidenced thereby. For transfers of ADRs, a Holder

will have to surrender the ADRs to be transferred to the depositary bank and also must:

● ensure that the surrendered ADR is properly endorsed or otherwise in proper form for transfer;
● provide such proof of identity and genuineness of signatures as the depositary bank deems appropriate;
● provide any transfer stamps required by the State of New York or the United States; and
● pay all applicable fees, charges, expenses, taxes and other government charges payable by ADR holders pursuant to the terms of the deposit

agreement, upon the transfer of ADRs.

To have a Holder’s ADRs either combined or split up, such Holder must surrender the ADRs in question to the depositary bank with such
Holder’s request to have them combined or split up, and such Holder must pay all applicable fees, charges and expenses payable by ADR holders, pursuant
to the terms of the deposit agreement, upon a combination or split up of ADRs.

9

Withdrawal of Ordinary Shares Upon Cancellation of ADSs

ADS Holders will be entitled to present such Holder’s ADSs to the depositary bank for cancellation and then receive the corresponding number of

underlying ordinary shares at the custodian’s offices. A Holder’s ability to withdraw the ordinary shares held in respect of the ADSs may be limited by
U.S. and English considerations applicable at the time of withdrawal. In order to withdraw the ordinary shares represented by a Holder’s ADSs, such
Holder will be required to pay to the depositary bank the fees for cancellation of ADSs and any charges and taxes payable upon the transfer of the ordinary
shares being withdrawn. A Holder assumes the risk for delivery of all funds and securities upon withdrawal. Once canceled, the ADSs will not have any
rights under the deposit agreement.

The depositary bank may ask a Holder to provide proof of identity and genuineness of any signature and such other documents as the depositary

bank may deem appropriate before it will cancel a Holder’s ADSs. The withdrawal of the ordinary shares represented by a Holder’s ADSs may be delayed
until the depositary bank receives satisfactory evidence of compliance with all applicable laws and regulations. Please keep in mind that the depositary
bank will only accept ADSs for cancellation that represent a whole number of securities on deposit.

Holders will have the right to withdraw the securities represented by such Holder’s ADSs at any time except for:

● Temporary delays that may arise because (i) the transfer books for the ordinary shares or ADSs are closed, or (ii) ordinary shares are immobilized

on account of a shareholders’ meeting or a payment of dividends;

● Obligations to pay fees, taxes and similar charges; and
● Restrictions imposed because of laws or regulations applicable to ADSs or the withdrawal of securities on deposit.

The deposit agreement may not be modified to impair a Holder’s right to withdraw the securities represented by a Holder’s ADSs except to comply

with mandatory provisions of law.

Voting Rights

Holders generally have the right under the deposit agreement to instruct the depositary bank to exercise the voting rights for the ordinary shares

represented by a Holder’s ADSs. The voting rights of holders of ordinary shares are described above in “Ordinary Shares—Voting Rights.”

At our request, the depositary bank will distribute to a Holder any notices of shareholders’ meetings received from us together with information

explaining how to instruct the depositary bank to exercise the voting rights of the securities represented by ADSs.

If the depositary bank timely receives voting instructions from a holder of ADSs, it will endeavor to vote the securities (in person or by proxy)

represented by the holder’s ADSs in accordance with the voting instructions received from such holder and as follows.

● In the event of voting by show of hands, the Depositary will vote (or cause the custodian to vote) all Shares held on deposit at that time in

accordance with the voting instructions received from a majority of holders of ADSs who provide timely voting instructions.

● In the event of voting by poll, the Depositary will vote (or cause the custodian to vote) the Shares held on deposit in accordance with the voting
instructions received from the holders of ADSs. Under certain limited circumstances described in the deposit agreement, a person designated by
us shall be entitled to vote the Shares held on deposit for which voting instructions have not been timely received by the depositary from holders
of ADSs.

Securities for which no voting instructions have been received will not be voted (except as otherwise contemplated herein). Please note that the ability

of the depositary bank to carry out voting instructions may be limited by practical and legal limitations and the terms of the securities on deposit. We
cannot assure that Holders will receive voting materials in time to enable such Holder to return voting instructions to the depositary bank in a timely
manner.

Fees and Charges

The following table shows the fees and charges that a holder of our ADSs may have to pay, either directly or indirectly.

10

These fees and charges are set by the Depositary and are subject to change:

Service

Fees

Issuance of ADSs

Cancellation of ADSs

  Up to U.S. 5¢ per ADS issued

  Up to U.S. 5¢ per ADS canceled

Distribution of cash dividends or other cash distributions

  Up to U.S. 5¢ per ADS held

Distribution of ADSs pursuant to stock dividends, free stock distributions or
exercise of rights

  Up to U.S. 5¢ per ADS held

Distribution of securities other than ADSs or rights to purchase additional
ADSs

  Up to U.S. 5¢ per ADS held

Depositary Services

  Up to U.S. 5¢ per ADS held on the applicable record date(s) established by

the depositary bank

As an ADS holder you will also be responsible for paying certain fees and expenses incurred by the depositary bank and certain taxes and

governmental charges such as:

● Fees for the transfer and registration of Shares or other deposited securities, including those charged by the registrar and transfer agent for the

Shares in England and Wales (i.e., upon deposit and withdrawal of Shares).

● Expenses incurred for converting foreign currency into U.S. dollars.
● Expenses for cable, telex and fax transmissions and for delivery of securities.
● Taxes and duties (including applicable interest and penalties) and other governmental charges, including upon the transfer of securities (i.e.,

when Shares are deposited or withdrawn from deposit).

● Fees and expenses as are incurred by the depositary bank in connection with compliance with exchange control regulations and other

regulatory requirements applicable to Shares, deposited securities, ADSs and ADRs.

● Fees and expenses incurred in connection with the delivery or servicing of Shares and other property on deposit.

Depositary fees payable upon the issuance and cancellation of ADSs are typically paid to the depositary bank by the brokers (on behalf of their
clients) receiving the newly issued ADSs from the depositary bank and by the brokers (on behalf of their clients) delivering the ADSs to the depositary
bank for cancellation. The brokers in turn charge these fees to their clients. Depositary fees payable in connection with distributions of cash or securities to
ADS holders and the depositary services fee are charged by the depositary bank to the holders of record of ADSs as of the applicable ADS record date.

The Depositary fees payable for cash distributions are generally deducted from the cash being distributed. In the case of distributions other than

cash (i.e., stock dividend, rights), the depositary bank charges the applicable fee to the ADS record date holders concurrent with the distribution. In the case
of ADSs registered in the name of the investor (whether certificated or uncertificated in direct registration), the depositary bank sends invoices to the
applicable record date ADS holders. In the case of ADSs held in brokerage and custodian accounts (via DTC), the depositary bank generally collects its
fees through the systems provided by DTC (whose nominee is the registered holder of the ADSs held in DTC) from the brokers and custodians holding
ADSs in their DTC accounts. The brokers and custodians who hold their clients’ ADSs in DTC accounts in turn charge their clients’ accounts the amount
of the fees paid to the depositary banks.

 In the event of a refusal to pay the depositary fees, the depositary bank may, under the terms of the deposit agreement, refuse the requested

service until payment is received or may set off the amount of the depositary fees from any distribution to be made to the ADS holder.

 Note that the fees and charges you may be required to pay may vary over time and may be changed by us and by the depositary bank. You will

receive prior notice of such changes.

 The depositary bank may reimburse us for certain expenses incurred by us in respect of the ADS program established pursuant to the deposit

agreement, by making available a portion of the depositary fees charged in respect of the ADS program or otherwise, upon such terms and conditions as we
and the depositary bank may agree from time to time.

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Amendments and Termination

We may agree with the depositary bank to modify the deposit agreement at any time without a Holder’s consent. We undertake to give holders 30
days’ prior notice of any modifications that would materially prejudice any of their substantial rights under the deposit agreement. We will not consider to
be materially prejudicial to a Holder’s substantial rights any modifications or supplements that are reasonably necessary for the ADSs to be registered
under the Securities Act or to be eligible for book-entry settlement, in each case without imposing or increasing the fees and charges such Holder is
required to pay. In addition, we may not be able to provide Holders with prior notice of any modifications or supplements that are required to accommodate
compliance with applicable provisions of law.

Holders will be bound by the modifications to the deposit agreement if such Holder’s continue to hold ADSs after the modifications to the deposit

agreement become effective. The deposit agreement cannot be amended to prevent a Holder from withdrawing the ordinary shares represented by such
Holder’s ADSs (except as permitted by law).

We have the right to direct the depositary bank to terminate the deposit agreement. Similarly, the depositary bank may in certain circumstances on

its own initiative terminate the deposit agreement. In either case, the depositary bank must give notice to the holders at least 30 days before termination.
Until termination, a Holder’s rights under the deposit agreement will be unaffected.

After termination, the depositary bank will continue to collect distributions received (but will not distribute any such property until a Holder

request the cancellation of such Holder’s ADSs) and may sell the securities held on deposit. After the sale, the depositary bank will hold the proceeds from
such sale and any other funds then held for the holders of ADSs in a non-interest bearing account. At that point, the depositary bank will have no further
obligations to holders other than to account for the funds then held for the holders of ADSs still outstanding (after deduction of applicable fees, taxes and
expenses).

Books of Depositary

The depositary bank will maintain ADS holder records at its depositary office. Holders may inspect such records at such office during regular

business hours but solely for the purpose of communicating with other holders in the interest of business matters relating to the ADSs and the deposit
agreement.

The depositary bank will maintain in New York facilities to record and process the issuance, cancellation, combination, split-up and transfer of

ADSs. These facilities may be closed from time to time, to the extent not prohibited by law. 

Limitations on Obligations and Liabilities

The deposit agreement limits our obligations and the depositary bank’s obligations to Holders. Please note the following:

● We and the depositary bank are obligated only to take the actions specifically stated in the deposit agreement without negligence or bad faith.
● The depositary bank disclaims any liability for any failure to carry out voting instructions, for any manner in which a vote is cast or for the

effect of any vote, provided it acts in good faith and in accordance with the terms of the deposit agreement.

● The depositary bank disclaims any liability for any failure to determine the lawfulness or practicality of any action, for the content of any

document forwarded to Holders on our behalf or for the accuracy of any translation of such a document, for the investment risks associated
with investing in ordinary shares, for the validity or worth of the ordinary shares, for any tax consequences that result from the ownership of
ADSs, for the credit-worthiness of any third party, for allowing any rights to lapse under the terms of the deposit agreement, for the timeliness
of any of our notices or for our failure to give notice.

● We and the depositary bank will not be obligated to perform any act that is inconsistent with the terms of the deposit agreement.
● We and the depositary bank disclaim any liability if we or the depositary bank are prevented or forbidden from or subject to any civil or

criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of the deposit agreement,
by reason of any provision, present or future of any law or regulation, or by reason of present or future provision of any provision of our
articles of association or any provision of or governing the securities on deposit, or by reason of any act of God or war or other circumstances
beyond our control.

12

● We and the depositary bank disclaim any liability by reason of any exercise of, or failure to exercise, any discretion provided for in the

deposit agreement or in our articles of association or in any provisions of or governing the securities on deposit.

● We and the depositary bank further disclaim any liability for any action or inaction in reliance on the advice or information received from

legal counsel, accountants, any person presenting Shares for deposit, any holder of ADSs or authorized representatives thereof, or any other
person believed by either of us in good faith to be competent to give such advice or information.

● We and the depositary bank also disclaim liability for the inability by a holder to benefit from any distribution, offering, right or other benefit

that is made available to holders of ordinary shares but is not, under the terms of the deposit agreement, made available to Holders.

● We and the depositary bank may rely without any liability upon any written notice, request or other document believed to be genuine and to

have been signed or presented by the proper parties.

● We and the depositary bank also disclaim liability for any consequential or punitive damages for any breach of the terms of the deposit

agreement.

● No disclaimer of any Securities Act liability is intended by any provision of the deposit agreement.

Taxes

A Holder will be responsible for the taxes and other governmental charges payable on the ADSs and the securities represented by the ADSs. We,

the depositary bank and the custodian may deduct from any distribution the taxes and governmental charges payable by holders and may sell any and all
property on deposit to pay the taxes and governmental charges payable by holders. You will be liable for any deficiency if the sale proceeds do not cover
the taxes that are due.

The depositary bank may refuse to issue ADSs, to deliver, transfer, split-up or combine ADRs or to release securities on deposit until all taxes and

charges are paid by the applicable holder. The depositary bank and the custodian may take reasonable administrative actions to obtain tax refunds and
reduced tax withholding for any distributions on your behalf. However, you may be required to provide to the depositary bank and to the custodian proof of
taxpayer status and residence and such other information as the depositary bank and the custodian may require to fulfill legal obligations. You are required
to indemnify us, the depositary bank and the custodian for any claims with respect to taxes based on any tax benefit obtained for you.

Foreign Currency Conversion

The depositary bank will arrange for the conversion of all foreign currency received into U.S. dollars if such conversion is practical, and it will
distribute the U.S. dollars in accordance with the terms of the deposit agreement. You may have to pay fees and expenses incurred in converting foreign
currency, such as fees and expenses incurred in complying with currency exchange controls and other governmental requirements.

If the conversion of foreign currency is not practicable or lawful, or if any required approvals are denied or not obtainable at a reasonable cost or

within a reasonable period, the depositary bank may take the following actions in its discretion:

● Convert the foreign currency to the extent practical and lawful and distribute the U.S. dollars to the holders for whom the conversion and

distribution is lawful and practical.

● Distribute the foreign currency to holders for whom the distribution is lawful and practical.
● Hold the foreign currency (without liability for interest) for the applicable holders.

Governing Law/Waiver of Jury Trial

The deposit agreement, the ADRs and the ADSs will be interpreted in accordance with the laws of the State of New York.  The rights of holders

of ordinary shares (including ordinary shares represented by ADSs) are governed by the laws of England and Wales.  As an owner of ADSs, holders
irrevocably agree that any legal action arising out of the Deposit Agreement, the ADSs or the ADRs, involving the Company or the Depositary, may only
be instituted in a state or federal court in the city of New York.

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Consent of Independent Registered Public Accounting Firm

Exhibit 23.1

The Board of Directors
Adaptimmune Therapeutics plc:

We consent to the incorporation by reference in the registration statements Nos. 333-233557 and 333-243743 on Form S-3 and Nos. 333-233558
and 333-203929 on Form S-8 of Adaptimmune Therapeutics plc of our reports dated March 14, 2022, with respect to the consolidated financial statements
of Adaptimmune Therapeutics plc and the effectiveness of internal control over financial reporting.

/s/ KPMG LLP

Reading, United Kingdom
March 14, 2022

Form of Certification Required by Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934 as Adopted Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002

Exhibit 31.1

I, Adrian Rawcliffe, certify that:

1.

I have reviewed this annual report on Form 10-K of Adaptimmune Therapeutics plc;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered
by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects

the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)), for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our

supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most
recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected or is reasonably
likely to materially affect the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to

the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s

internal control over financial reporting.

Date: March 14, 2022

/s/ Adrian Rawcliffe
Adrian Rawcliffe
Chief Executive Officer and Director

Form of Certification Required by Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934 as Adopted Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002

Exhibit 31.2

I, Gavin Wood, certify that:

1.

I have reviewed this annual report on Form 10-K of Adaptimmune Therapeutics plc;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered
by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects

the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)), for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our

supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most
recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected or is reasonably
likely to materially affect the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to

the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s

internal control over financial reporting.

Date: March 14, 2022

/s/ Gavin Wood
Gavin Wood
Chief Financial Officer

Exhibit 32.1

Section 906 Certificate

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), I,
Adrian Rawcliffe, Chief Executive Officer of Adaptimmune Therapeutics plc, a public limited company incorporated under English law (the “Company”),
hereby certify, to my knowledge, that:

1.

2.

The Company’s annual report on Form 10-K for the year ended December 31, 2021, to which this Certification is attached as Exhibit 32.1
(the “Annual Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of
the Company.

Date: March 14, 2022

/s/ Adrian Rawcliffe
Adrian Rawcliffe
Chief Executive Officer and Director

Exhibit 32.2

Section 906 Certificate

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), I,

Gavin Wood, Chief Financial Officer of Adaptimmune Therapeutics plc, a public limited company incorporated under English law (the “Company”),
hereby certify, to my knowledge, that:

1.

2.

The Company’s annual report on Form 10-K for the year ended December 31, 2021, to which this Certification is attached as Exhibit 32.2
(the “Annual Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of
the Company.

Date: March 14, 2022

/s/ Gavin Wood
Gavin Wood
Chief Financial Officer