$85 Million Deal for Four Core Cell Therapies

July 28, 2025 — Adaptimmune Therapeutics (NASDAQ: ADAP) announced it has entered into a definitive agreement with US-based US WorldMeds to sell four of its core cell therapies: TECELRA, Lete-Cel, Afami-Cel, and Uza-Cel. The transaction is expected to close within the week. Given the company's current financial situation, this strategic move comes after a thorough evaluation of all viable options, aiming to maximize stakeholder value and ensure uninterrupted access to TECELRA—the world’s first approved engineered TCR-T cell therapy. The company believes the transaction offers the best outlook for Adaptimmune, patients, and stakeholders.

Following the announcement, Adaptimmune’s stock plummeted by 71%.

Transaction Details

Under the terms of the asset purchase agreement, US WorldMeds will acquire all assets related to Adaptimmune’s TECELRA, Uza-Cel, Afami-Cel, and Lete-Cel therapies, along with all associated intellectual property (IP). As consideration, Adaptimmune will receive $55 million in cash upon closing. An additional up to $30 million in milestone payments may be made based on future achievements.

The two companies will also enter into a license agreement. US WorldMeds will receive:

• Exclusive rights to use remaining IP to complete manufacturing and commercialization of the transferred assets
• Non-exclusive rights to use Adaptimmune’s vector manufacturing IP

Adaptimmune will provide transitional services to US WorldMeds as part of a transition services agreement. US WorldMeds plans to bring Lete-Cel to market and continue collaborating with Galapagos on the development of Uza-Cel. US employees involved in R&D and commercialization of the transferred assets will be invited to join US WorldMeds to ensure product supply and business continuity. US WorldMeds aims to retain about half of Adaptimmune’s workforce (506 employees as of Dec 31, 2024).

Post-transaction, Adaptimmune will undergo restructuring to support further development of Lete-Cel, TECELRA, and Uza-Cel while maximizing the value of its remaining assets (e.g., PRAME and CD70-targeted T-cell therapies).

As part of the restructuring:

• CMO Dr. Elliot Norry and CBO Cintia Piccina will step down on August 8
• CSO Dr. Joanna Brewer and CFO Gavin Wood will exit their roles on August 31

Product Overview

TECELRA (Afami-Cel)

The first engineered T-cell therapy approved for solid tumors and the first effective treatment for synovial sarcoma in over a decade. Approved by the FDA in August 2024 for treatment of advanced MAGE-A4+ synovial sarcoma in adults with specific HLA types who previously received chemotherapy. It had received Orphan Drug and RMAT designations but sales fell short, generating only $1.2 million in Q4 2024.

Uza-Cel (Uzatresgene autoleucel)

Next-generation MAGE-A4-targeted TCR-T therapy developed by Adaptimmune. Phase I SURPASS trial showed 35% ORR as monotherapy, and up to 50% ORR when combined with PD-1 inhibitors in ovarian and head & neck cancer subgroups. In May 2024, Adaptimmune partnered with Galapagos to develop and commercialize Uza-Cel using a distributed manufacturing platform. A pivotal Phase II trial (NCT05601752) is ongoing with data expected in 2025.

Lete-Cel

An engineered TCR-T cell therapy targeting the NY-ESO-1 antigen, which is highly expressed in synovial sarcoma and MRCLS cells. Based on positive data from the pivotal Phase II IGNYTE-ESO trial, Adaptimmune planned a rolling BLA submission by the end of 2025. US WorldMeds plans to continue development and bring Lete-Cel to market.

Background and Strategic Rationale

In April 2024, Genentech (a Roche subsidiary) terminated a collaboration with Adaptimmune that could have been worth up to $3 billion. Over the past year, the company had a negative free cash flow of $110 million and was rapidly burning cash. Continued independent commercialization of TECELRA and late-stage pipeline therapies posed a risk of imminent insolvency.

The $55 million cash plus up to $30 million in milestones provides immediate liquidity to avoid bankruptcy and ensures no disruption to TECELRA patients. US WorldMeds has a robust U.S. commercial network, a manufacturing partnership with Galapagos, and debt financing from Oaktree/Athyrium, enabling them to carry forward development of Lete-Cel (expected FDA approval in 2026) and Uza-Cel (currently in pivotal Phase II).

The acquisition centers on a first-to-market commercial therapy, backed by promising late-stage assets. Adaptimmune states that this move is a major step toward bringing hope and innovation to patients in urgent need. US WorldMeds acknowledges the strong foundation Adaptimmune built in cell therapy and commits to advancing and delivering these critical therapies to patients and their families.