Cellectis S Sample Clauses

Cellectis S. A. retains rights under the Cellectis Patents and is not restricted from granting rights to Third Parties under the Cellectis Patents, (b) any licenses and rights granted by Precision to Baxalta under the Cellectis Patents are granted only within the permissible scope of sublicenses granted under the Cellectis Agreement, and (c) pursuant to the Cellectis Agreement, Cellectis S.A. retains non-exclusive rights under certain Precision Patents and Precision Platform Patents identified in the Cellectis Agreement, which may be further sublicensed by Cellectis S.A. without Precision control or consent. Baxalta acknowledges and [***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. FINAL EXECUTION VERSION CONFIDENTIAL agrees that any exercise of any right by Cellectis S.A, or by any Third Party through Cellectis S.A, under the Cellectis Agreement shall not constitute a breach of this Agreement by Precision. Each Party shall not, and shall not permit any of its Affiliates or sublicensees to, practice any Patent Rights or Know-How licensed to it by the other Party outside the scope of the license granted to it under this Agreement.
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Cellectis S. A. may exercise its Option to Sublet by providing Landlord with written notice within fifteen (15) days of Tenant’s receipt of a notice of Default.
Sample 1
Cellectis S. A. For the Attention of Xxxxx Xxxxxxxx, 0, xxx xx xx Xxxxx Xxxxx, 75013 Paris, France [•], [•] 2023 Re. Letter-Agreement related to the investment of AstraZeneca into Cellectis S.A.1 Dear Xxx, Further to our recent discussions on the contemplated investment (the Transaction) by AstraZeneca Holdings B.V., a company organised and existing under the laws of the Netherlands, having its registered office at Xxxxxxx Xxxxxxxxxxx 000, 0000 XX, Xxx Xxxxx, xxx Xxxxxxxxxxx, and registered with the Dutch Chamber of Commerce under number 24179427 (AstraZeneca) in Cellectis, a société anonyme incorporated under the laws of the Republic of France and registered at the Paris Registre du Commerce et des Sociétés under number 428 859 052, having its registered office at 0, xxx xx xx Xxxxx Xxxxx, 75013 Paris, France (the Company), we note that AstraZeneca has emphasised the opportunity of carrying out the Transaction [to accelerate the Company’s strategic roadmap, as described in the press release dated [•] 2023 attached as Annex 1]2. We have reviewed the information regarding such contemplated Transaction contained in the Memorandum of Understanding dated November 1, 2023 (the MoU) and the agreed form of the Subsequent Investment Agreement between AstraZeneca and the Company (the SIA) (together the Documentation, as set out in Annex 2). We have also reviewed the Joint Research and Collaboration Agreement between the Company and an affiliate of AstraZeneca with respect to a joint collaboration to research, develop, manufacture and commercialise up to ten (10) novel cell and gene therapy candidate products dated [•] 2023 and the Initial Investment Agreement between AstraZeneca and the Company for the issuance by the Company, and the subscription by AstraZeneca, of sixteen million (16,000,000) Ordinary Shares, which completed on [•] 2023. We understand, following the Company’s board of directors’ decision of [•] 2023, that the Transaction will be carried out in the best interest of the Company’s shareholders, clients and employees, and more generally their stakeholders. We have also noted that the Company’s works council rendered a [positive] opinion on the Transaction on [•] 2023. Considering and based upon the above, we are pleased to confirm that, in our capacity as shareholder, we fully support the Transaction.
Sample 1
Cellectis S. A., a public limited liability company (société anonyme) incorporated in France under number 428 859 052 RCS Paris, having its registered office at 8 xxx xx xx Xxxxx Xxxxx, 00000, Paris, France (the "Issuer" or the "Company"), represented by Axxxx Xxxxxxxx, duly authorised for the purpose hereof. The Subscriber and the Issuer are hereinafter referred to, collectively, as the "Parties" and, individually, as a "Party".
Sample 1

Related to Cellectis S

  • Manufacturing Technology Transfer With respect to each Technology Transfer Product, upon AbbVie’s written request after the Inclusion Date for the Included Target to which such Technology Transfer Product is Directed, Morphic shall effect a full transfer to AbbVie or its designee (which designee may be an Affiliate or a Third Party manufacturer) of all Morphic Know-How and Joint Know-How relating to the then-current process for the Manufacture of such Technology Transfer Product (the “Manufacturing Process”) and to implement the Manufacturing Process at facilities designated by AbbVie (such transfer and implementation, as more fully described in this Section 5.3, the “Manufacturing Technology Transfer”). To assist with the Manufacturing Technology Transfer, Morphic will make its personnel reasonably available to AbbVie during normal business hours for up to [***] FTE hours with respect to each Included Target (in each case, free of charge to AbbVie) to transfer and implement the Manufacturing Process under this Section 5.3. Thereafter, if requested by AbbVie, Morphic shall continue to perform such obligations; provided, that AbbVie will reimburse Morphic for its full-time equivalent (FTE) costs (for clarity, in excess of [***] FTE hours) and any reasonable and verifiable out-of-pocket costs incurred in providing such assistance. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.

  • Clinical Data The descriptions of the results of any studies and tests conducted by or on behalf of, or sponsored by, the Company or its subsidiaries, or in which the Company has participated, that are described in the Disclosure Package and the Prospectus, or the results of which are referred to in the Disclosure Package and the Prospectus do not contain any misstatement of material fact or omit to state a material fact necessary to make such statements not misleading. The Company has no knowledge of any studies or tests not described in the Disclosure Package and the Prospectus the results of which reasonably call into question in any material respect the results of the studies, tests and trials described in the Disclosure Package or Prospectus.

  • Regulatory Documentation Avidity and its Affiliates have generated, prepared, maintained and retained all Regulatory Documentation that is required to be maintained or retained pursuant to and in accordance with, to the extent applicable, good laboratory and clinical practice and Applicable Law and all such information is true, complete and correct in all material respects and what it purports to be. “Regulatory Documentation” means all: (a) applications (including all INDs and applications for Regulatory Approval), registrations, licenses, authorizations and approvals (including Regulatory Approvals); (b) correspondence and reports submitted to or received from Regulatory Authorities (including minutes and official contact reports relating to any communications with any Regulatory Authority) and all supporting documents with respect thereto, including all adverse event files and complaint files; (c) supplements or changes to any of the foregoing following Regulatory Approval; and (d) clinical and other data, including Clinical Trial data, contained or relied upon in any of the foregoing; in each case ((a), (b), (c) and (d)) relating to a Collaboration Target and Compounds Directed Against a Collaboration Target.

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