IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE x IN RE IOVANCE BIOTHERAPEUTICS, INC. STOCKHOLDER DERIVATIVE LITIGATION This Document Relates To: ALL ACTIONS. : : : : : : : : : : Lead Case No.: 1:17-cv-0

IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF DELAWARE

STIPULATION OF SETTLEMENT

Settlement, dated December 27, 2019 (the "Stipulation"), is made and entered into by and among the following Settling

Parties, by and through their respective counsel of record:1

(i) Plaintiffs,2 individually and

derivatively on behalf of nominal defendant Iovance Biotherapeutics, Inc. ("Iovance" or the "Company");3

(ii) individual defendants Manish Singh, Michael Handelman, Elma Hawkins, Kamilla Bjorlin, Iain Dukes, Maria Fardis, Sanford J.

Hillsberg ("Hillsberg"),4

Ryan Maynard, Merrill A. McPeak, Wayne P. Rothbaum, Jay Venkatesan, Gregory T. Schiffman, and Molly Henderson (collectively, the

"Individual Defendants"); and (iii) nominal defendant Iovance (together with the Individual Defendants, the "Defendants").

This Stipulation is intended by the Settling Parties to fully, finally, and forever resolve, discharge, and settle the Released

Claims, subject to the terms and conditions set forth herein.

All capitalized terms that are not otherwise defined are defined in Section V.1., infra.

"Plaintiffs" refer to Kevin Fong ("Fong") and Howard Rotto, who are stockholders of Iovance Biotherapeutics,

Inc., f/k/a Lion Biotechnologies, Inc. In connection with this Stipulation, the Settling Parties agree to the substitution of Mr.

Rotto as a plaintiff in this derivative litigation in place of Nazeer Khaleeluddin, who no longer owns Iovance stock.

On June 27, 2017, the Company changed its name from Lion Biotechnologies, Inc. to Iovance Biotherapeutics, Inc.

During negotiation of the terms of this Stipulation, defendant Hillsberg passed away. As set forth below, the Settling Parties

contemplate that the releases contained herein extend to defendant Hillsberg's spouses, marital communities, immediate family

members, heirs, executors, personal representatives, estates, administrators, trusts, trustees, predecessors, successors, and assigns

or other entities in which defendant Hillsberg had a controlling interest.

Plaintiffs' derivative

claims brought on behalf of Iovance arise out of an allegedly illicit stock promotion scheme overseen by Iovance's former

Chief Executive Officer, Manish Singh ("Singh"), pursuant to which Singh allegedly placed in the market paid promotional

commentary about Iovance without disclosing that Singh and Kamilla Bjorlin ("Bjorlin") were actually responsible for

the commentary. Specifically, Plaintiffs allege that Singh paid Lidingo Holdings, LLC ("Lidingo"), a stock promotion

firm he started with Bjorlin, to disseminate articles and e mails to the investing public that misleadingly touted Iovance's

financial condition and business prospects, while concealing the fact that much of the content came from Singh and that the authors

were being compensated by the Company, in violation of the securities laws. Plaintiffs allege that the Iovance Board of Directors

(the "Board"), in breach of their fiduciary duties of loyalty and due care, failed to ensure that the Company employed

basic executive vetting, market monitoring and internal controls and, even after the U.S. Securities and Exchange Commission ("SEC")

had commenced an investigation into Singh's alleged scheme, continued to approve the publication of a series of misleading

statements that concealed the truth long after the scheme was discovered and Singh's employment was terminated.

allege that on April 10, 2017, the SEC issued a cease-and-desist order (the "SEC Order") providing that defendants

Singh and Bjorlin engaged in an illegal stock promotion scheme designed to mislead potential investors by publishing articles and

disseminating e-mails from authors that falsely claimed they were independently written, when in reality the Company had paid Lidingo

to hire the writers and insisted that the publications omit or affirmatively deny that the Company had compensated or influenced

the authors. The SEC determined that Iovance violated numerous federal securities laws and regulations, including (i) Sections

17(a)(1) and (3) of the Securities Act of 1933 ("Securities Act") and Section 10(b) of the Exchange Act of 1934 ("Exchange

Act"), and Rules 10b-5(a) and (c) thereunder, which prohibit fraudulent conduct in the offer or sale of securities and in

connection with the purchase or sale of securities; (ii) Section 17(b) of the Securities Act, the "anti-touting" law;

and (iii) Section 5 of the Securities Act, which prohibits "gun-jumping" by publishing articles promoting a stock issue

before a Registration Statement on Form S-1 filed with the SEC has become effective. The SEC Order imposed a $100,000 civil penalty

on Iovance. The SEC Order stated that Iovance did not admit or deny the findings therein.

Based upon these allegations,

this Action pleads claims for breaches of fiduciary duty and other violations of state law, as well as for violations of Section

14(a) of the Exchange Act.

Plaintiff Fong filed

a complaint on December 15, 2017 against the Individual Defendants in the United States District Court for the District of Delaware.

The complaint asserted claims against the Individual Defendants other than Bjorlin for breach of fiduciary duty as directors and/or

officers of Iovance, unjust enrichment, waste of corporate assets, abuse of control, gross mismanagement, and violations of section

14(a) of the Exchange Act and SEC Rule 14a-9 promulgated thereunder, and claims for aiding and abetting breach of fiduciary duty

against Bjorlin (the "Fong Action"). On March 28, 2018, a similar derivative action was filed in the United States

District Court for the District of Delaware, captioned Khaleeluddin v. Fardis, et al., Case No. 1:18- cv-00469 (the "Khaleeluddin

Action"). On April 13, 2018, the parties to the Fong and Khaleeluddin Actions jointly moved to consolidate the actions

(defined herein as the "Action"), and the motion was granted on May 1, 2018 (D.I. 8).

The alleged misstatements

and stock promotion scheme were the basis for Iovance, as well as defendants Singh, Michael Handelman, and Bjorlin, to be named

in a federal securities fraud class action filed in the United States District Court for the Northern District of California, captioned

Rabkin v. Lion Biotechnologies, Inc., et al., Case No. 3:17-cv-02086-SI (the "Securities Class Action"). The

Securities Class Action settled for $3.25 million. The settlement was approved, and judgment of dismissal was entered, on April

plaintiff Fong sent an extensive settlement demand letter to Iovance, which included proposed corporate governance reforms. In

or around May 2018, the Settling Parties agreed to explore a potential resolution of the Action and agreed to mediate with Jed

Melnick, Esq. ("Mediator") of JAMS, a nationally recognized mediator with extensive experience mediating complex stockholder

disputes including disputes similar to that of the Action. On July 2, 2018, the Settling Parties exchanged mediation briefs, which

outlined their respective positions as to the facts and law, the Defendants' prospects for liability, and the alleged damages

suffered by the Company. On the same day, Plaintiffs sent a detailed joint settlement demand letter to the Company, which, among

other things, proposed a package of corporate governance reforms tailored to address the alleged wrongdoing, which could form the

basis for a potential settlement in the Company's best interest.

On July 11, 2018, the

Settling Parties (with the exception of defendant Bjorlin) participated in an all-day mediation session in New York, New York with

the Mediator. The Settling Parties made substantial progress at the mediation, but were unable to resolve the Action that day.

During the following four months, the Settling Parties continued their arm's-length settlement negotiations with the assistance

of the Mediator and in late-October 2018 reached an agreement in principle on the material substantive terms of a settlement of

the Action, including a package of corporate governance reforms that will, inter alia, enhance the Board's oversight

of the Company's public disclosures, including through the adoption of a formal Disclosure Committee Charter; improve the

Company's oversight of content and commentary published by third parties, better enable the Company to identify commentary

that may be the product of an improper paid stock promotion activity involving its employees, and ensure that relevant information

is elevated to the Company's Legal Department and to the Chair of the Nominating and Governance Committee of the Board; improve

the Company's Contract Review and Approval Process policy to ensure that every contract entered into by the Company, including

for work completed pursuant to contracts regarding stock promotion or investor relations, complies with all securities laws and

applicable regulations; enhance the Company's Information Technology ("IT") Security policy; and improve the

Company's Press Release Review and Approval Policy to hold the Company's General Counsel and Legal Department responsible

for ensuring that all Company press releases comply with all laws and regulations, including those SEC rules and regulations pertaining

After reaching agreement

on the substantive consideration for the settlement, the Settling Parties began negotiating in good faith regarding a reasonable

award of attorneys' fees and expenses to be paid to Plaintiffs' Counsel. Despite months of good faith negotiations,

with the assistance of the Mediator, the Settling Parties were still unable to reach an agreement on Plaintiffs' Counsel's

attorneys' fees and expenses. In June 2019, Mr. Melnick made a "Mediator's Proposal" as to an appropriate

amount of attorneys' fees and expenses for Plaintiffs' Counsel in light of the substantial benefits obtained. All parties

accepted the Mediator's proposal.

This Stipulation, together

with the Exhibits hereto, reflects the final and binding agreement between the Settling Parties.

that the Action has substantial merit, and Plaintiffs' entry into this Stipulation and Settlement is not intended to be and

shall not be construed as an admission or concession concerning the relative strength or merit of the claims alleged in the Action.

However, Plaintiffs and Plaintiffs' Counsel recognize and acknowledge the significant risk, expense, and length of continued

proceedings necessary to prosecute the Action against the Individual Defendants through trial and possible appeals. Plaintiffs'

Counsel also have taken into account the uncertain outcome and the risk of any litigation, especially in complex cases such as