CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN EXCLUDED PURSUANT TO REGULATION S-K, ITEM 601(b)(10). SUCH EXCLUDED INFORMATION IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. MUTUAL RELEASE AND...
Exhibit 10.1
(***) CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN EXCLUDED PURSUANT TO REGULATION S-K, ITEM 601(b)(10). SUCH EXCLUDED INFORMATION IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
MUTUAL RELEASE AND RESOLUTION AGREEMENT
This Settlement Agreement (the “Agreement”) is made and entered into as of September 23, 2024 (the “Effective Date”) by and among Adaptimmune Limited, having its principal place of business at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (“Adaptimmune”), on the one hand, and Genentech, Inc., a Delaware corporation, having its principal place of business at ▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ (“GNE”), and ▇. ▇▇▇▇▇▇▇▇-▇▇ ▇▇▇▇▇ Ltd, having its principal place of business at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ (“Roche”), on the other hand. Adaptimmune and GNE are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” The term “Party” or “Parties” shall not include Roche unless explicitly stated below.
WHEREAS, Adaptimmune, GNE, and Roche are signatories to a Strategic Collaboration And License Agreement by and among them executed on September 3, 2021 (the “Collaboration Agreement”);
WHEREAS, by notice dated April 8, 2024, Genentech terminated the Collaboration Agreement in accordance with Article 17.4.1 of the Collaboration Agreement;
WHEREAS, under the Collaboration Agreement, this termination will become effective 180 days later on October 7, 2024;
WHEREAS, the Parties are in dispute in relation to interpretation of certain provisions of the Collaboration Agreement;
WHEREAS, the Parties have agreed upon a basis for the resolution of their dispute and any other claims and rights that any Party may want to assert against the other, in order to avoid the cost and expense of litigation and arbitration, without any admission of liability or wrongdoing on behalf of any Party; and
WHEREAS, the Parties mutually agree to terminate the Collaboration Agreement and to settle and release each Party from any and all past, present, and future disputes, claims, demands, and causes of action of any nature whatsoever, whether known or unknown, arising out of, in connection with, or in relation to the Collaboration Agreement, for and in consideration of the mutual covenants, promises, releases, and agreements contained in this Agreement, and for such other good and valuable consideration, the receipt, adequacy and legal sufficiency of which are hereby acknowledged;
NOW, THEREFORE, it is hereby agreed by and among GNE, Roche, and Adaptimmune as follows:
| 3. | Payment: |
| 4. | Mutual Release and (***): |
As used in this Section 4, the terms “GNE” and “Parties” shall include Roche.
As used herein, the terms “Claim” or “Claims” mean all disputes, claims, actions, causes of actions, demands, defenses judgments, debts, expenses, losses, liabilities, and obligations of
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whatsoever kind and nature, character, and description, whether known or unknown, whether anticipated, made, asserted, or brought, or that could have been anticipated, made, asserted, or brought, for the purpose of recovering any damages or for the purpose of obtaining any equitable relief or any other relief of any kind.
California Civil Code provides that:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
The Parties acknowledge that they are aware that they may hereafter discover facts different from or in addition to what they now know or believe to be true with respect to the matters herein released, and they agree that these releases shall be and remain in effect in all respects as complete general releases as to the matters released, notwithstanding any such different or additional facts. Each Party acknowledges that it has been informed of Section 1542 of the California Civil Code and does hereby expressly waive and relinquish all rights and benefits, if any, which it has or may have under said Section and any similar or comparable federal, state or local law. The Parties represent, warrant and agree that this waiver is a material term of this Agreement, without which the Parties would not have entered into this Agreement.
e.Future Actions: This Agreement shall be deemed breached by a Party, and a cause of action accrued thereon by that Party immediately, upon the commencement or continuation of any action based upon any Claim released by the Parties in this Agreement. This Agreement may be raised as a full and complete defense to any Claim that any Party may institute, prosecute or attempt in breach of this Agreement. In any such action, and in any action to enforce this Agreement, the prevailing Party shall recover its reasonable attorneys’ fees and costs.
f.Scope of Mutual Release and (***):
(i)Each Party knowingly and intentionally waives any and all rights, benefits, and protections of any state or federal statute or common law limiting the scope of a general release, except as otherwise provided in this Agreement. (***).
(ii)This Agreement sets forth a compromise and settlement of Claims for the purpose of avoiding the costs, disruptions, and uncertainties associated with litigation and arbitration. This Agreement, and the communications, documents, and/or correspondence exchanged during the negotiation/settlement process, do not constitute and shall not be considered a ruling on the merits, an admission as to any issue of fact or law, or an admission of liability or responsibility of any Party, and any and all admissions of liability or responsibility are expressly denied by the Parties.
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Except for the express representations and warranties set forth in this Agreement, no Party hereto or any person on such Party’s behalf has made or makes any express or implied representation or warranty whatsoever, either oral or written, whether arising by law, course of dealing, course of performance, or otherwise, all of which are expressly disclaimed. Each Party further acknowledges that, in entering into this Agreement, it has not relied upon any representation or warranty made by the other Party, or any other person on such other Party’s behalf, except as specifically provided in this Agreement.
| 8. | Confidentiality: As used in this Section 8, the terms “GNE” and “Parties” shall include Roche. |
The parties expressly incorporate the definition of Confidential Information as set forth in Article 1.41 of the Collaboration Agreement, without incorporating any other provision or obligation set forth in the Collaboration Agreement (except as expressly set forth herein). For the avoidance of doubt, any Confidential Information that is not destroyed or returned pursuant to Section 10 of this Agreement is deemed Grantback-related information and subject to the scope of Section 11 (Collaboration Grantback Licenses) of this Agreement and is exempt from the obligation of destruction or return as set forth herein.
The Parties agree that the existence and terms of this Agreement, as well as all information and communications, written or oral, relating to the negotiation of this Agreement (the “Settlement Confidential Information”) shall be kept confidential and may be revealed or disclosed only to the employees of the Parties (***). Each Party shall be responsible for ensuring that the persons to whom it discloses Settlement Confidential Information maintain and protect its confidentiality.
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Notwithstanding the foregoing, the Parties may disclose the Settlement Confidential Information to the extent necessary to prosecute or defend its position in related proceedings or to pursue a legal right, to respond to a compulsory order or request for information of a court or governmental or regulatory body, to make a disclosure required by law or by the rules of a securities exchange, or to seek legal, accounting, or other professional services, provided that, in case of any disclosure allowed under the foregoing circumstances, the disclosing Party takes reasonable measures to ensure that the recipient preserves the confidentiality of the Settlement Confidential Information provided as set forth in this Section 8; and, assuming permissible by law, provided that the disclosing Party promptly provides the other Party with prior written notice of any such disclosures. The Parties’ obligations arising from this Section 8 are continuing in nature and shall survive this Agreement.
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As used in Sections 14–22, the terms “GNE” and “Parties” shall include Roche.
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If to GNE:
(***)
with required copies (which shall not constitute notice) to:
(***)
If to Roche:
(***)
If to Adaptimmune:
(***)
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IN WITNESS WHEREOF, the Parties hereto (including ▇▇▇▇▇) have executed this Agreement by their respective officers hereunto duly authorized, on the Effective Date.
| | | ADAPTIMMUNE LIMITED | ||||||
| | | By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇ | |||||
| | | Name: | ▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇ | |||||
| | | Title: | Chief Business & Strategy Officer | |||||
| | | | | |||||
| | | GENENTECH, INC. | ||||||
| | | By: | /s/ ▇▇▇▇ ▇▇▇▇▇▇ | |||||
| | | Name: | ▇▇▇▇ ▇▇▇▇▇▇ | |||||
| | | Title: | VP, Litigation | |||||
| | | | | |||||
▇. ▇▇▇▇▇▇▇▇-▇▇ ▇▇▇▇▇ LTD | | | | ||||||
By: | /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ | | By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ | |||||
Name: | ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ | | Name: | ▇▇▇▇▇▇ ▇▇▇▇▇ | |||||
Title: | Head Alliance and Asset Management | | Title: | Senior Legal Counsel | |||||
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