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Confidential CERTAIN INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED BECAUSE IT (I) IS NOT MATERIAL AND (II) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS THAT INFORMATION AS PRIVAT

Key Takeaway: Cellectis S.A. and AstraZeneca Ireland Limited have formalized a joint research and collaboration agreement as of November 1, 2023. This partnership aims to develop licensed products, with AstraZeneca making an initial investment of $80 million in Cellectis. The agreement outlines various aspects of their collaboration, including research programs, licensing rights, and governance structure. Both companies are committed to leveraging their resources to advance cancer-targeting therapies.

Market Sentiment Analysis

POSITIVE FACTORS

  • Cellectis and AstraZeneca have entered a collaboration agreement to develop licensed products.
  • The agreement includes a significant initial investment of $80 million by AstraZeneca in Cellectis.
  • Both parties have a mutual interest in advancing biopharmaceutical research.

Full Press Release Details

CERTAIN INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED BECAUSE IT (I) IS NOT MATERIAL AND
(II) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS THAT INFORMATION AS PRIVATE OR CONFIDENTIAL.
RESEARCH AND COLLABORATION AGREEMENT
ASTRAZENECA IRELAND LIMITED
DATED NOVEMBER 1, 2023
Article 1 Definitions 1
Article 2 Research Programs 19
2.1 Overview 19
2.2 Target Pool 19
2.3 Research Plans 21
2.4 Conduct of Research Activities 22
2.5 Development Candidates 23
2.6 Records, Reports, and Materials 24
Article 3 Option; Licenses; Exclusivity; Rights of Negotiation 25
3.1 Option 25
3.2 License Grants to AstraZeneca 26
3.3 License Grant to Cellectis 26
3.4 Sublicensing Rights 26
3.5 Subcontractors 27
3.6 Upstream Licenses 27
3.7 Knowledge and Technology Transfer 29
3.8 No Implied Licenses; Retained Rights 29
3.9 Competing Product Exclusivity 29
3.10 AstraZeneca Rights of Negotiation 30
3.11 Cellectis Right to Negotiate 31
Article 4 Governance 32
4.1 Joint Steering Committee 32
4.2 Joint Project Teams 34
4.3 Alliance Managers 35
4.4 Additional Participants 35
4.5 Decision-Making 35
4.6 General Authority 36
4.7 Dispute Resolution 36
Article 5 Development 36
5.1 Licensed Product Development 36
5.2 Development Diligence 37
5.3 Development Reports 37
5.4 [***] Findings Sharing 37
Article 6 Regulatory Affairs 37
6.1 Regulatory Activities 37
6.2 Cellectis Regulatory Support 37
6.3 Assignment of Regulatory Documentation 38
6.4 Right of Reference 38
6.5 Recalls, Suspensions, or Withdrawals 38
6.6 Global Safety Database 38
Article 7 Manufacturing and Technology Transfer 38
7.1 Pre-Option Exercise Date 38
7.2 Post-Option Exercise Date 39
7.3 AstraZeneca Option for Additional Cellectis Manufacturing Capacity 39
7.4 Manufacturing Technology Transfers 39
Article 8 Commercialization 40
8.1 In General 40
8.2 Booking of Net Sales 40
8.3 Commercialization Diligence 40
8.4 Licensed Product Trademarks 41
Article 9 Financial Terms 41
9.1 Upfront Payment 41
9.2 Cellectis Research Costs 41
9.3 Milestones 42
9.4 Royalty Payments 44
9.5 Sublicensing Revenue 45
9.6 Combination Products Adjustment 45
9.7 Royalty Reports; Payments 46
9.8 Mode of Payment 46
9.9 Taxes 46
9.10 Interest on Late Payments 48
9.11 Financial Records 48
9.12 Audit 48
9.13 Right to Offset 49
Article 10 Intellectual Property 49
10.1 Ownership of Intellectual Property 49
10.2 Prosecution and Maintenance 51
10.3 Enforcement 54
10.4 Defense 56
10.5 Common Ownership Under Joint Research Agreements 56
10.6 UPC 56
Article 11 Confidentiality 56
11.1 Confidential Information 56
11.2 Exceptions 57
11.3 Permitted Disclosures 57
11.4 Publicity 59
11.5 No Use of Name 59
11.6 Publications and Presentations 59
Article 12 Representations and Warranties; Covenants 60
12.1 Mutual Representations and Warranties 60
12.2 Additional Representations of Cellectis as of the Effective Date 61
12.3 Additional Representations of Cellectis as of the Option Exercise Date 62
12.4 Compliance Covenants 65
12.5 Additional Covenants of Cellectis 66
12.6 Disclaimer 66
Article 13 Indemnification; Limitation of Liability; Insurance 66
13.1 Indemnification of Cellectis by AstraZeneca 66
13.2 Indemnification of AstraZeneca by Cellectis 67
13.3 Conditions to Indemnification 67
13.4 Limitation of Liability 67
13.5 Insurance 68
Article 14 Term and Termination 68
14.1 Term 68
14.2 Termination 68
14.3 Effects of Termination 69
14.4 Survival of Sublicenses 71
14.5 Remedies 72
14.6 Accrued Rights 72
14.7 Surviving Obligations 72
14.8 Sell-Off Right 72
14.9 Confidential Information 73
Article 15 Miscellaneous 73
15.1 Dispute Resolution 73
15.2 Governing Law 74
15.3 Designation of Affiliates 74
15.4 Injunctive Relief 74
15.5 Cumulative Remedies 75
15.6 Notices 75
15.7 Amendment; Waiver 75
15.8 Assignment and Successors 76
15.9 Force Majeure 76
15.10 Interpretation 76
15.11 Integration 76
15.12 Severability 77
15.13 Further Assurances 77
15.14 Rights in Bankruptcy 77
15.15 Counterparts 77
15.16 Relationship of the Parties 77
15.17 English Language 78
15.18 No Third Party Beneficiaries 78
15.19 Change of Control of Cellectis 78
Schedule 1.93: Existing Upstream Licenses
Schedule 1.208: [***] Patent Rights
Schedule 1.230: [***]
Schedule 2.2.1: Initial Target Pool and Target Encumbrances
Schedule 3.6.1: Certain Terms of Existing Upstream Licenses
Schedule 12.2: Exceptions to Additional Representations of Cellectis as of the Effective Date
Schedule 14.3: [***]
JOINT RESEARCH AND COLLABORATION AGREEMENT
This JOINT RESEARCH AND COLLABORATION
AGREEMENT (this Agreement ) is entered into November 1, 2023 (the Effective Date ), by and between Cellectis S.A., a Corporation under the laws of the France having a place
of business at 8, rue de la Croix Jarry, 75013 Paris, France ( Cellectis ), and AstraZeneca Ireland Limited, a company incorporated in Ireland under no. 734129, whose registered office is at College Business and Technology Park,
Blanchardstown, Dublin 15, D15 R925, Ireland ( AstraZeneca ). Cellectis and AstraZeneca are sometimes referred to herein individually as a Party and collectively as the Parties.
WHEREAS, Cellectis is a clinical-stage biopharmaceutical company that harnesses the immune system to target and eradicate cancer cells;
WHEREAS, AstraZeneca is a global pharmaceutical company focused on developing and commercializing biopharmaceutical products;
WHEREAS, on the date of this Agreement, an Affiliate of AstraZeneca has entered into that certain initial investment agreement with Cellectis
for the subscription of sixteen million (16,000,000) ordinary shares in Cellectis in consideration for eighty Million Dollars ($80,000,000) (the Initial Investment )
WHEREAS, on the date of this Agreement, the Parties have entered into that certain memorandum of understanding (the MOU ),
which set forth the status of their negotiations and the contemplated next steps with respect to certain transactions, including the proposed further investment by AstraZeneca, directly or indirectly through its Affiliates, in Cellectis s share
capital, as further set out in that certain subsequent investment agreement;
WHEREAS, each of this Agreement, the Initial Investment, and
the MOU constitute components of the same transaction; and
WHEREAS, the Parties desire to enter into a collaboration to Develop certain
Candidate Products, and AstraZeneca desires to obtain, and Cellectis desires to grant, certain options to obtain exclusive licenses, under the Licensed Technology, to Exploit Licensed Products in the Field in the Territory (each, as defined below),
in each case, under the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual promises
and conditions set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, do hereby agree as follows:
Unless otherwise specifically provided herein, the following terms shall have the following meanings:
1.1 Accounting Standards means, with respect to a Party or its Affiliates or its or their Sublicensees, United States
generally accepted accounting principles, International Financial Reporting Standards, or such other similar national standards as such Party, Affiliate, or its or their Sublicensee adopts, in each case, consistently applied.
1.2 Additional DC Activities has the meaning set forth in Section 2.5.5 (Additional DC Activities).
1.3 Additional Indication has the meaning set forth in
Section 2.3.4 (Additional Research Plans).
1.4 Additional Research Plan has the meaning set forth in
Section 2.3.4 (Additional Research Plans).
1.6 Affiliate means, with respect to a Party, any Person that, directly or indirectly, through one (1) or more
intermediaries, controls, is controlled by, or is under common control with such Party. For purposes of this Section 1.6 (Affiliate), control and, with correlative meanings, the terms controlled by and under common
control with , means: (a) the possession, directly or indirectly, of the power to direct the management or policies of a business entity, whether through the ownership of voting securities, by contract relating to voting rights or
corporate governance, or otherwise; or (b) the ownership, directly or indirectly, of fifty percent (50%) or more of the voting securities or other ownership interest of a business entity (or, with respect to a limited partnership or other
similar entity, its general partner or controlling entity). Notwithstanding the foregoing, a Party and its Affiliates shall not constitute Affiliates of the other Party or such other Party s Affiliates.
1.7 Agreement has the meaning set forth in the Preamble.
1.8 Alliance Manager has the meaning set forth in Section 4.3 (Alliance Managers).
1.9 AMF means the France Autorit des March s Financiers or any successor thereto.
1.10 Applicable Law means applicable laws, rules and regulations, statutes, ordinances, treaties, directives,
administrative interpretations, rules of national stock exchanges, and any rules, regulations, guidelines, or other requirements of any relevant Regulatory Authority or Governmental Authority, in each case, that may be in effect from time to time,
including the applicable regulations and guidances of the FDA and EMA (and national implementations thereof) that constitute cGLP, cGMP, and cGCP (and, to the extent appropriate under the circumstances, International Conference on Harmonization
(ICH) guidance or other comparable regulation and guidance of any applicable Regulatory Authority in the Territory).
Arbitration Notice has the meaning set forth in Section 15.1.1 (Executive Officer Negotiations).
Arbitrators has the meaning set forth in Section 15.1.2(a).
1.13 AstraZeneca has the
meaning set forth in the Preamble.
1.14 AstraZeneca Background
Know-How means all Know-How Controlled by AstraZeneca or any of its Affiliates: (a) as of the Effective Date; or (b) during the Term independently of
the activities under this Agreement.
1.15 AstraZeneca Background Patent Rights means all Patent Rights
Controlled by AstraZeneca or any of its Affiliates that claim or otherwise Cover any AstraZeneca Background Know-How.
1.16 AstraZeneca Background Technology means, collectively, the AstraZeneca Background Patent Rights and the
AstraZeneca Background Know-How.
1.18 AstraZeneca Foreground Know-How has the meaning set forth in
1.19 AstraZeneca Foreground Patent Right has the meaning set forth in
1.20 AstraZeneca Foreground Technology has the meaning set forth in
1.21 AstraZeneca Indemnitees has the meaning set forth in Section 13.2
(Indemnification of AstraZeneca by Cellectis).
1.22 AstraZeneca Licensed Technology means all Patent Rights and
Know-How Controlled by AstraZeneca or any of its Affiliates as of the Effective Date or during the Term that, in each case, claim or otherwise Cover, or are otherwise are necessary for, the performance of the
Cellectis Research Activities.
1.23 AstraZeneca Patent Rights has the meaning set forth in Section 10.2.2
(AstraZeneca Patent Rights).
1.24 AstraZeneca Research Activities means, with respect to a given Research Plan,
the Research Activities expressly allocated to AstraZeneca under such Research Plan.
1.25 Bankruptcy Code has
the meaning set forth in Section 15.14 (Rights in Bankruptcy).
1.26 Biosimilar Application has the meaning
set forth in Section 10.3.5 (Biosimilar Litigation).
1.27 BLA means a Biologics License Application (as
more fully described in 21 C.F.R. Part 601, et seq., or its successor regulation) filed with the FDA or abbreviated processes relating to the foregoing, any successor application to the foregoing, or the foreign equivalent of any such application in
any other country or group of countries filed with a Regulatory Authority to obtain marketing approval for a biopharmaceutical product, including a marketing authorization application filed with the EMA.
1.28 Brief has the meaning set forth in [***].
1.29 Business Day means a day that is not a Saturday, Sunday, or a day on which banking institutions in Paris,
France, Dublin, Ireland, New York, New York, and London, England are authorized or required by Applicable Law to remain closed.
1.30 Calendar Quarter means each successive period of three (3) calendar months commencing on January 1,
April 1, July 1, and October 1. Notwithstanding the foregoing, the first Calendar Quarter of the Term shall commence on the Effective Date and end on the day immediately prior to the first to occur of January 1, April 1,
July 1 or October 1 after the Effective Date, and the last Calendar Quarter of the Term shall end on the last day of the Term.
1.31 Calendar Year means each successive period of twelve (12) calendar months commencing on January 1 and
ending on December 31. Notwithstanding the foregoing, the first Calendar Year of the Term shall commence on the Effective Date and end on December 31 of the year in which the Effective Date occurred, and the last Calendar Year of the Term shall
commence on January 1 of the year in which the Term ends and end on the last day of the Term.
1.32 Candidate Product has the meaning provided in
Section 2.3.1 (Research Plans In General).
1.33 Candidate Product Approval Date means, on a Candidate
Product-by-Candidate Product basis, the date of JSC approval of the corresponding Research Plan pursuant to Section 2.3.1 (Research Plans In General).
1.34 Cellectis has the meaning set forth in the Preamble.
1.35 Cellectis Acquiror has the meaning set forth in Section 15.19 (Change of Control of
1.36 Cellectis Background Know-How means all Know-How Controlled by Cellectis or any of its Affiliates: (a) as of the Effective Date; or (b) during the Term independently of the activities under this Agreement.
1.37 Cellectis Background Patent Rights means all Patent Rights Controlled by Cellectis or any of its
Affiliates that claim or otherwise Cover any Cellectis Background Know-How.
Cellectis Background Technology means, collectively, the Cellectis Background Patent Rights and the Cellectis Background Know-How.
1.39 Cellectis Foreground Know-How has the meaning set forth in
1.40 Cellectis Foreground Patent Right has the meaning set forth in

Frequently Asked Questions

What is the purpose of the joint research agreement?

The agreement facilitates collaboration between Cellectis and AstraZeneca to develop candidate products and grants AstraZeneca options for exclusive licenses.

What are the financial terms in the agreement?

Key financial terms include an upfront payment, milestone payments, royalties, and provisions for sublicensing revenue.

How is intellectual property handled?

The agreement outlines ownership, maintenance, prosecution, and enforcement of intellectual property rights between the parties.

What kind of research programs are outlined?

The agreement specifies research programs including target pools, research plans, and development candidates.

What is the role of the Joint Steering Committee?

The Joint Steering Committee oversees governance, decision-making, and coordination of collaboration efforts.

Last updated: Nov 1, 2023