CELLECTIS S.A. (a société anonyme incorporated in the French Republic) 8,800,000 American Depositary Shares Each Representing One Ordinary Share (nominal value €0.05 per share) UNDERWRITING AGREEMENT Dated: February 2, 2023Underwriting Agreement • February 7th, 2023 • Cellectis S.A. • Biological products, (no disgnostic substances) • New York
DEPOSIT AGREEMENT by and among CELLECTIS S.A. AND CITIBANK, N.A., as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of [DATE], 2015Deposit Agreement • March 10th, 2015 • Cellectis S.A. • Biological products, (no disgnostic substances) • Delaware
DEPOSIT AGREEMENT, dated as of [DATE], 2015, by and among (i) CELLECTIS S.A., a company organized and existing under the laws of the Republic of France, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America acting in its capacity as depositary, and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 23rd, 2020 • Cellectis S.A. • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 16, 2020, between Calyxt, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SALES AGREEMENTSales Agreement • March 29th, 2021 • Cellectis S.A. • Biological products, (no disgnostic substances) • New York
PATENT LICENSE AGREEMENT n° C-00061906Patent License Agreement • March 12th, 2019 • Cellectis S.A. • Biological products, (no disgnostic substances)
IP is owner of patents and patent applications relating to a method of homologous recombination. IP has already granted exploitation rights for these patents and patent application to third parties for specific applications and now wishes to share this technology with a new industrial partner.
STOCKHOLDERS AGREEMENTStockholders Agreement • March 12th, 2019 • Cellectis S.A. • Biological products, (no disgnostic substances) • Delaware
THIS STOCKHOLDERS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, this “Agreement”), dated as of July 25, 2017, is made by and among Calyxt, Inc., a Delaware corporation (the “Company”), Cellectis S.A., a French société anonyme (“Cellectis”) and the Persons listed on Schedule A hereto (each, a “Non-Cellectis Holder” and collectively, the “Non-Cellectis Holders”).
LICENSE AGREEMENTLicense Agreement • March 12th, 2019 • Cellectis S.A. • Biological products, (no disgnostic substances)
This LICENSE AGREEMENT (this “Agreement”), dated as of July 25, 2017 (the “Effective Date”), is entered into by and between Cellectis S.A., a corporation existing and registered under the laws of France, located at 8 rue de la Croix Jarry, 75013 Paris, France (“Cellectis”), and Calyxt, Inc., a corporation existing and registered under the laws of Delaware, located at 600 County Road D West, Suite 8, New Brighton, MN 55112, USA (“Calyxt”) (each a “Party” and collectively, the “Parties”).
SEPARATION AGREEMENTSeparation Agreement • March 12th, 2019 • Cellectis S.A. • Biological products, (no disgnostic substances) • New York
THIS SEPARATION AGREEMENT, dated as of July 25, 2017, is by and between CELLECTIS S.A., a French société anonyme (“Cellectis”) and CALYXT, INC., a Delaware corporation (the “Company” and each of Cellectis and the Company, a “Party” and, together, the “Parties”). Capitalized terms used herein shall have the respective meanings assigned to them in Article 1 hereof.
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • March 12th, 2019 • Cellectis S.A. • Biological products, (no disgnostic substances)
This Agreement is made by and between CELLECTIS SA, a French Société Anonyme, located at 8, rue de la Croix Jarry, 75013 Paris, France, (hereinafter “CLS”); CELLECTIS, INC., a Delaware corporation, located at 430 East 29th Street, New York, New York, 10016, USA (hereinafter “CLI”); and CALYXT, INC., a Delaware corporation, located at 600 County Road D West, Suite 8, New Brighton, MN 55112, USA, (hereinafter “CLX”). CLS, CLI, and CLX are thereafter named individually, a “Party” and together the “Parties”.
FIRST AMENDMENT TO THE MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • March 12th, 2019 • Cellectis S.A. • Biological products, (no disgnostic substances)
This FIRST AMENDMENT TO THE MANAGEMENT SERVICES AGREEMENT (the “Amendment”) is entered into and made effective as of July 25, 2017 by and among Cellectis S.A. (“CLS”), Cellectis, Inc. (“CLI”) and Calyxt, Inc. (“CLX”), each a Party and together the Parties.
CERTAIN CONFIDENTIAL PORTIONS HAVE BEEN REDACTED FROM THIS EXHIBIT BECAUSE THEY ARE BOTH (i) NOT MATERIAL AND (ii) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. INFORMATION THAT HAS BEEN OMITTED HAS BEEN IDENTIFIED IN THIS DOCUMENT WITH A...License Agreement • April 25th, 2019 • Cellectis S.A. • Biological products, (no disgnostic substances) • New York
This License Agreement (the “Agreement”) is entered into as of March 8, 2019 (the “Effective Date”), by and among Allogene Therapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware and having a place of business at 210 East Grand Avenue, South San Francisco, California, 94080 (“Allogene”) and Cellectis SA, a corporation organized and existing under the laws of France and having a place of business at 8 rue de la Croix Jarry, 75013 Paris, France (“Cellectis”). Allogene and Cellectis may each be referred to herein individually as a “Party” and collectively as the “Parties.”
AMENDMENT N0 1 TO THE PATENT LICENSE AGREEMENT n° C-00061905Patent License Agreement • March 12th, 2019 • Cellectis S.A. • Biological products, (no disgnostic substances)
Public limited company with capital with a capital of 122,363.47 euros, with its registered office at at 28, rue du Docteur Roux, 75724 Paris cedex 15, represented by Mr. André Choulika, acting in the capacity of CEO
CERTAIN CONFIDENTIAL PORTIONS HAVE BEEN REDACTED FROM THIS EXHIBIT BECAUSE THEY ARE BOTH (i) NOT MATERIAL AND (ii) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. INFORMATION THAT HAS BEEN OMITTED HAS BEEN IDENTIFIED IN THIS DOCUMENT WITH A...Commercialization Agreement • April 25th, 2019 • Cellectis S.A. • Biological products, (no disgnostic substances)
This License, Development and Commercialization Agreement shall become effective as of the 6th day of March, 2019 (the “Effective Date”) by and between Les Laboratoires Servier, a corporation incorporated under the laws of France having a principal place of business at 50 rue Carnot, 92150 Suresnes, France (“LLS”) and Institut de Recherches Internationales Servier, a corporation incorporated under the laws of France having its principal place of business at 50 rue Carnot, 92 150 Suresnes, France (“IRIS”) (LLS and IRIS being together referred to as “Servier”), and Cellectis SA, a company incorporated under the laws of France having a principal place of business at 8, rue de la Croix Jarry, 75013 Paris, France (“Cellectis”). Cellectis and Servier are individually referred to herein as a “Party” and collectively, as the “Parties.”
FORM OF SHARE PURCHASE AGREEMENTShare Purchase Agreement • June 15th, 2018 • Cellectis S.A. • Biological products, (no disgnostic substances) • Delaware
This SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of June 13, 2018, is entered into among (the “Seller”); Cellectis S.A. (“Cellectis”), a corporation existing and registered under the laws of France, located at 8 rue de la Croix Jarry, 75013 Paris, France; and Calyxt, Inc. (“Calyxt”), a Delaware corporation, located at 600 County Road D West, Suite 8, New Brighton, MN 55112 (each a “Party” and collectively, the “Parties”).
AMENDMENT NO. 1 TO THE PATENT LICENSE AGREEMENT NO. C-00061901Patent License Agreement • March 12th, 2019 • Cellectis S.A. • Biological products, (no disgnostic substances)
L’Institut Pasteur, a public interest foundation, 25, rue du Docteur Roux, 75015 Paris, represented by Mr. Jean Castex, adjunct General Manager for administration and finance, and by Mr. Christian POLICARD, Director of Business Development and Industrial Partnerships.
JONES DAY PARTNERSHIP CONSTITUEE SELON LE DROIT DE L’OHIO, USA AVOCATS AU BARREAU DE PARIS 2, RUE SAINT-FLORENTIN • 75001 PARIS TELEPHONE: (0)1.56.59.39.39 • FACSIMILE: (0)1.56.59.39.38 • TOQUE J 001Cellectis S.A. • February 8th, 2023 • Biological products, (no disgnostic substances)
The New Shares are included in the shelf registration statement on Form F-3 (No. 333-265826) filed by the Company with the Securities and Exchange Commission (“SEC”) on June 24, 2022, as amended, in the form in which it became effective on July 7, 2022 (the “Form F-3”), including the final prospectus supplement dated as of February 2, 2023, and filed by the Company pursuant to Rule 424(b) under the Securities Act on February 3, 2023, relating to the New Shares underlying the ADSs (the “Prospectus Supplement” and, together with the Form F-3, the “Prospectus”). The issuance and subscription of the New Shares is pursuant to the underwriting agreement (the “Underwriting Agreement”) entered into by and among the Company on the one hand and Jefferies LLC and Barclays Capital Inc., acting as the representative of the several underwriters named in the Underwriting Agreement on the other hand, substantially in the form filed by the Company as exhibit 1.1 to a Current Report on Form 6-K filed on
UNIVERSITY OF MINNESOTA EXCLUSIVE PATENT LICENSE AGREEMENTExclusive Patent License Agreement • December 29th, 2020 • Cellectis S.A. • Biological products, (no disgnostic substances) • Minnesota
THIS EXCLUSIVE PATENT LICENSE AGREEMENT (this “Agreement”) is made by and between Regents of the University of Minnesota, a constitutional corporation under the laws of the state of Minnesota, having a place of business at 1000 Westgate Drive, Suite 160, St. Paul, Minnesota 55114 (the “University”), and the Licensee identified below. The University and the Licensee agree that:
VOTING AGREEMENTVoting Agreement • January 17th, 2023 • Cellectis S.A. • Biological products, (no disgnostic substances) • Delaware
VOTING AGREEMENT, dated as of January 13, 2023 (this “Agreement”), by and between Cibus Global, LLC, a Delaware limited liability company (“Merger Partner”), and the undersigned stockholder (“Holder”) of Calyxt, Inc., a Delaware corporation (the “Public Company”), and, solely for purposes of Section 1.6 and Annex A, the Public Company. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Merger Agreement (as herein defined).
UNIVERSITY OF MINNESOTA FIRST AMENDMENT TO THE EXCLUSIVE PATENT LICENSE AGREEMENTPatent License Agreement • March 12th, 2015 • Cellectis S.A. • Biological products, (no disgnostic substances)
THIS FIRST AMENDMENT TO THE EXCLUSIVE PATENT LICENSE AGREEMENT (the “First Amendment”) is entered into as of the date of last signature by and between the Regents of the University of Minnesota, a Minnesota constitutional corporation under the laws of the state of Minnesota, having a place of business at 1000 Westgate Drive, Suite 160, St. Paul, MN 55114 (the “University”), and Cellectis S.A., a corporation under the laws of the country of France having a business address of 8, rue de la Croix Jarry, 75013, Paris, France (the “Licensee” or “Cellectis S.A.”).
AMENDMENTCellectis S.A. • March 13th, 2018 • Biological products, (no disgnostic substances)
THIS AMENDMENT (“Amendment”) is made this 1st day of December, 2016 by and between Pfizer, Inc., a corporation organized and existing under the laws of the State of Delaware and having a place of business at 235 East 42nd Street, New York, New York 10017 United States (“Pfizer”), and Cellectis SA, a corporation organized and existing under the laws of France and having a place of business at 8 rue de la Croix Jarry, 75013 Paris, France (“Cellectis”).
RESEARCH, PRODUCT DEVELOPMENT, OPTION, LICENSE AND COMMERCIALIZATION AGREEMENT BETWEEN LES LABORATOIRES SERVIER SAS INSTITUT DE RECHERCHES INTERNATIONALES SERVIER SAS AND CELLECTIS SALicense and Commercialization Agreement • March 12th, 2015 • Cellectis S.A. • Biological products, (no disgnostic substances)
This Product Development, Option, License and Commercialization Agreement shall become effective as of the 17 day of February, 2014 (the “Effective Date”) by and between Les Laboratoires Servier, a corporation incorporated under the laws of France having a principal place of business at 50 rue Carnot, 92150 Suresnes, France (“LLS”) and lnstitut de Recherches lnternationales Servier, a corporation incorporated under the laws of France having its principal place of business at 50 rue Carnot, 92 150 Suresnes, France (“IRIS”) (LLS and IRIS being together referred to as “Servier”), and Cellectis SA, a company incorporated under the laws of France having a principal place of business, at 8, rue de la Croix Jarry, 75013 Paris, France (“Cellectis”). Cellectis and Servier are individually referred to herein as a “Party” and collectively, as the “Parties.”
AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENTStockholders Agreement • March 5th, 2020 • Cellectis S.A. • Biological products, (no disgnostic substances) • Delaware
This AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT (this “Amendment”), is made and entered into as of May 7, 2018 by and among Calyxt, Inc., a Delaware corporation (the “Company”) and Cellectis S.A., a French société anonyme (“Cellectis”). Terms used, but not otherwise defined, in this Amendment have the meaning assigned to them in the Stockholders Agreement dated July 25, 2017 among the Company, Cellectis and the persons listed on Schedule A thereto (the “Stockholders Agreement”).
AMENDMENT NO. 4 TO THE PATENT LICENSE AGREEMENT NO. C-00061901Patent License Agreement • March 12th, 2015 • Cellectis S.A. • Biological products, (no disgnostic substances)
L’Institut Pasteur, a public interest foundation, 25, rue du Docteur Roux, 75015 Paris, represented by Mr. Christophe Mauriet, Adjunct General Manager,
JONES DAY PARTNERSHIP CONSTITUEE SELON LE DROIT DE L’OHIO, USA AVOCATS AU BARREAU DE PARIS 2, RUE SAINT-FLORENTIN ● 75001 PARIS TELEPHONE: (0)1.56.59.39.39 ● FACSIMILE: (0)1.56.59.39.38 ● TOQUE J 001Cellectis S.A. • March 29th, 2021 • Biological products, (no disgnostic substances)
We are acting as special French counsel for Cellectis S.A. (the “Company”), a French société anonyme, in connection with the issuance and sale by the Company of $125,000,000 aggregate offering price of ordinary shares, nominal value €0.05 (“Ordinary Shares”), of the Company (the “Underlying Shares”), which Underlying Shares shall be delivered in the form of American Depositary Shares (“ADSs”), each ADS representing one Ordinary Share. The Underlying Shares will be issued and sold pursuant to the Sales Agreement with Jefferies LLC (the “Sales Agent”) dated March 29, 2021 (the “Sales Agreement”). The Underlying Shares may be offered and sold from time to time pursuant to Rule 415 under the Securities Act of 1933 (the “Act”) in accordance with the terms of the Sales Agreement. The ADSs will be issued pursuant to the Deposit Agreement, dated as of March 30, 2015 (the “Deposit Agreement”), by and among the Company, Citibank, N.A., as depositary (the “Depositary”), and all holders and benefi
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. JOINT RESEARCH AND...Joint Research and Collaboration Agreement • November 9th, 2023 • Cellectis S.A. • Biological products, (no disgnostic substances) • New York
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.”
AMENDMENT NO. 3 TO THE PATENT LICENSE AGREEMENT NO. C-00061906Cellectis S.A. • March 12th, 2015 • Biological products, (no disgnostic substances)
L’Institut Pasteur, a public interest foundation, 25, rue du Docteur Roux, 75015 Paris, represented by Mr. Jean Castex, adjunct General Manager for administration and finance,
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. MEMORANDUM OF...Subsequent Investment Agreement • November 9th, 2023 • Cellectis S.A. • Biological products, (no disgnostic substances) • New York
FOURTH AMENDMENT TO EXCLUSIVE PATENT LICENSE AGREEMENTExclusive Patent License Agreement • March 14th, 2023 • Cellectis S.A. • Biological products, (no disgnostic substances)
THIS FOURTH AMENDMENT TO EXCLUSIVE PATENT LICENSE AGREEMENT (the “Fourth Amendment”) is made and entered effective as of the date of the last signature (the “Third Amendment Effective Date”), by and between Regents of the University of Minnesota (the “University”), a Minnesota constitutional corporation under the laws of the state of Minnesota, and 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 (the “Licensee” or “Cellectis”) each a “Party” and collectively, the “Parties”).
Cellectis and Allogene Therapeutics Intend to Continue Strategic Cancer Immunotherapy Collaboration to Accelerate Development and Commercialization of Allogeneic Off-the-Shelf CAR T Therapies Allogene intends to assume from Pfizer the global strategic...Cellectis S.A. • April 3rd, 2018 • Biological products, (no disgnostic substances)
Cellectis (Paris:ALCLS) (NASDAQ:CLLS) (Euronext Growth: ALCLS - Nasdaq: CLLS), a clinical-stage biopharmaceutical company focused on developing immunotherapies based on gene-edited allogeneic CAR T-cells (UCART), and Allogene Therapeutics, Inc. (Allogene), a biotechnology company focused on the rapid advancement of allogeneic CAR T therapies targeting blood cancers and solid tumors, announced today that Allogene intends to assume from Pfizer the global strategic collaboration to develop “off-the-shelf” CAR T immunotherapies for oncology. This agreement was initially formed with Cellectis in June 2014.
AMENDMENT NO. 2 TO THE PATENT LICENSE AGREEMENT NO. C-00061906Patent License Agreement • March 12th, 2019 • Cellectis S.A. • Biological products, (no disgnostic substances)
L’Institut Pasteur, a public interest foundation, 25, rue du Docteur Roux, 75015 Paris, represented by Mr. Jean Castex, adjunct General Manager for administration and finance, and by Mr. Christian POLICARD, Director of Business Development and Industrial Partnerships.
THIRD AMENDMENT TO EXCLUSIVE PATENT LICENSE AGREEMENT (“EPLA”)Exclusive Patent License Agreement • March 13th, 2018 • Cellectis S.A. • Biological products, (no disgnostic substances)
THIS THIRD AMENDMENT TO EXCLUSIVE PATENT LICENSE AGREEMENT (the “Third Amendment”) is made and entered effective as of the date of the last signature (the “Third Amendment Effective Date”), by and between Regents of the University of Minnesota (the “University”), a Minnesota constitutional corporation under the laws of the state of Minnesota, and Cellectis SA, a Corporation under the laws of the France having a place of business at 8, rue de la Croix Jarry, 75013 Paris, France (the “Licensee”) each a “Party” and collectively, the “Parties”).
PATENT & TECHNOLOGY LICENSE AGREEMENT AGT. NO. A2014-1834Technology License Agreement • March 12th, 2019 • Cellectis S.A. • Biological products, (no disgnostic substances) • Ohio
This Patent & Technology License Agreement (“PTLA”) is by and between the Licensor and the Licensee identified below (collectively, “Parties”, or singly, “Party”).
FORM OF [FIRST AMENDMENT TO THE] CHANGE IN CONTROL AGREEMENTControl Agreement • March 14th, 2023 • Cellectis S.A. • Biological products, (no disgnostic substances) • Delaware
[This First Amendment to the Change in Control Agreement (the “Amendment”)] / [This Change in Control Agreement (the “Agreement”)] is made as of ___, 2022, by and between [EXECUTIVE NAME] (the “Executive”) and [INSERT] (the “Company”).
PATENT LICENSE AGREEMENT n° C-00061905Cellectis S.A. • March 12th, 2015 • Biological products, (no disgnostic substances)
IP filed two provisional patents applications in the United States whom inventors are Mr. Richard Mulligan and Mr. André Choulika relating to process of homologous recombination using meganucleases. IP has agreed to share with BCH exploitation rightsof the inventions of theses patent applications and now wishes to share its rights under this technology with a industrial partner.
UNIVERSITY OF MINNESOTA FIRST AMENDMENT TO THE EXCLUSIVE PATENT LICENSE AGREEMENTPatent License Agreement • December 29th, 2020 • Cellectis S.A. • Biological products, (no disgnostic substances)
THIS FIRST AMENDMENT TO THE EXCLUSIVE PATENT LICENSE AGREEMENT (the “First Amendment”) is entered into as of the date of last signature by and between the Regents of the University of Minnesota, a Minnesota constitutional corporation under the laws of the state of Minnesota, having a place of business at 1000 Westgate Drive, Suite 160, St. Paul, MN 55114 (the “University”), and Cellectis S.A., a corporation under the laws of the country of France having a business address of 8, rue de la Croix Jarry, 75013, Paris, France (the “Licensee” or “Cellectis S.A.”).
