Deed of Surrender of Part dated June 15, 2022, 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
DATED 15 June 2022
(1) MEPC MILTON PARK NO.1 LIMITED AND MEPC MILTON PARK NO.2 LIMITED
and
(2) ADAPTIMMUNE LIMITED
deed of SURRENDER OF PART
relating to a lease dated 28 February 2018 of
39 innovation drive
Milton Park
Knights plc
Midland House
West Way
Botley
Oxford
OX2 0PH 
This Deed of Surrender is made the 15th day of June 2022 between:
| (1) | MEPC MILTON PARK NO. 1 LIMITED (Company number ###-###-####) and MEPC MILTON PARK NO. 2 LIMITED (Company number ###-###-####), on behalf of MEPC Milton LP (LP No. 014504), both of whose registered offices are at Sixth Floor, 150 Cheapside, London EC2V 6ET (the Landlord); and |
| (2) | ADAPTIMMUNE LIMITED (Company number ###-###-####) whose registered office is at 60 Jubilee Avenue, Milton Park, Abingdon, Oxfordshire, England OX14 4RX (the Tenant) |
IS SUPPLEMENTAL to the Lease:
WHEREAS:
| A. | The residue of the term granted by the Lease is vested in the Tenant; |
| B. | The reversion expectant on the determination of the term granted by the Lease is vested in the Landlord; |
| C. | The Landlord and the Tenant have agreed that the Tenant will surrender all its estate and interest in the Surrender Property to the Landlord. |
NOW THIS DEED WITNESSETH as follows:
DEFINITIONS
| 1.1 | Lease means a lease of the Property dated 28 February 2018 made between (1) MEPC Milton Park No. 1 Limited and MEPC Milton Park No. 2 Limited and (2) Adaptimmune Limited as varied by a deed of variation dated 20 August 2021 made between (1) MEPC Milton Park No. 1 Limited and MEPC Milton Park No. 2 Limited and (2) Adaptimmune Limited and all documents supplemental thereto; |
| 1.2 | Property means 39 Innovation Drive, Milton Park, Abingdon, Oxfordshire, OX14 4RT more particularly described in and demised by the Lease; |
| 1.3 | Remaining Property means the Property excluding the Surrender Property; |
| 1.4 | Surrender Property means the part of the Property as shown edged green on the plan annexed to this Deed. |
SURRENDER AND ACCEPTANCE
RELEASE OF TENANT
3.1 | the Landlord releases the Tenant from all the tenant covenants of the Lease in so far as they relate to the Surrender Property and from all liability for any subsisting breach of any of those covenants; and |
| 3.2 | the Tenant releases the Landlord from all the landlord covenants of the Lease in so far as they relate to the Surrender Property and from all liability for any subsisting breach of any of them |
The releases set out in clause 3.1 and clause 3.2 are conditional upon the surrender of the Surrender Property pursuant to clause 2 taking effect so that, if the surrender of the Surrender Property pursuant
to clause 2 does not take effect for any reason whatsoever, the releases set out in clause 3.1 and clause 3.2 shall also not take effect.
CONTINUING EFFECT
| 4 | The Lease shall continue in relation to the Remaining Property in full force and effect save as modified by this Deed. |
| 5 | The Principal Rent reserved by the Lease shall continue to be charged on the Remaining Property as originally applied to the Property and shall be payable as provided in the Lease. |
INTERPRETATION
| 6 | The headings in this Deed are for convenience only and do not affect the construction thereof and if any party to this Deed is more than one person then their covenants are joint and several. |
EXCLUSION OF CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
| 7 | A person who is not a party to this Deed shall not have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Deed. |
SUCCESSORS
| 8 | This deed binds the respective successors in title of the Landlord and the Tenant. |
GOVERNING LAW
| 9 | This deed and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. |
JURISDICTION
| 10 | Each party irrevocably agrees that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this deed or its subject matter or formation (including non-contractual disputes or claims). |
Executed by the parties as a Deed on the date stated at the beginning of this document
ANNEXURE
Surrender Property Plan
 EXECUTED as a DEED by Paul Pavia as attorney for MEPC MILTON PARK NO. 1 LIMITED in the presence of: | | /s/ Paul Pavia ....................................... Paul Pavia as attorney for MEPC MILTON PARK NO. 1 LIMITED | |
| | | |
/s/ Philip Campbell ................................................ Signature of witness Witness name: Philip Campbell Address: 99 Park Drive OX14 4RY | | | |
EXECUTED as a DEED by Paul Pavia as attorney for MEPC MILTON PARK NO. 2 LIMITED in the presence of: | | /s/ Paul Pavia ....................................... Paul Pavia as attorney for MEPC MILTON PARK NO. 2 LIMITED | |
| | | |
/s/ Philip Campbell ................................................ Signature of witness Witness name: Philip Campbell Address: 99 Park Drive OX14 4RY | | | |
