Cellectis Uses in Definitions Clause

Definitions from License Agreement

This LICENSE AGREEMENT (this Agreement), dated as of [], 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).

Definitions. (a) For purposes of this Agreement, the following terms shall have the following meanings: Affiliate means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such other Person, whether now or in the future. For purposes of this definition, (i) control when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms controlling and controlled have correlative meanings and (ii) neither Cellectis nor any of its Subsidiaries shall be considered to be an Affiliate of Calyxt or any of its Subsidiaries (and vice versa). Applicable Law means, with respect to any Person, any transnational, domestic or foreign federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Authority that is binding upon or applicable to such Person, as amended unless expressly specified otherwise. Bare Sublicense means any sublicense granted by Calyxt to any third party of rights to some or all of the Licensed Cellectis Patents pursuant to Section 2.03, without any Calyxt Licensed Product developed by or in collaboration with Calyxt. Bare Sublicense Revenue means any and all consideration, payments and revenue (including the fair market value of any non-cash consideration) received by Calyxt pursuant to any Bare Sublicense. Business Day means a day, other than Saturday, Sunday or other day on which commercial banks in Paris, France are authorized or required by Applicable Law to close. Calyxt Field means the field of researching, developing and commercializing agricultural and food products, including, but not limited to traits, seeds, proteins, oils, carbohydrates, food, and food and animal feed ingredients, excluding any application in connection with animals and animal cells. Calyxt Improvement means any improvements, modifications, refinements to, enhancements, derivatives or combinations of, any Licensed Cellectis IP made by Calyxt or any of its Affiliates after the Effective Date and all Intellectual Property Rights in any of the foregoing. Calyxt Improvement Patents means any Patents owned or controlled by Calyxt or any of its Affiliates Covering any Calyxt Improvements. Calyxt Licensed Products means any and all products (i) the creation, generation, development, making or use of which is, in whole or in part, Covered by a Licensed Cellectis Patent, or (ii) which is created, generated, bred or made by use of a process Covered by a Licensed Cellectis Patent. For sake of clarity, any plant or seed which contains one or more modifications made using a process Covered by any of the Licensed Cellectis Patents, as well as any progeny of such plant or seed, any part of such plant or seed, and any product derived from such plant or seed (such as, for example, meal and oil derived from any soybean), is a Calyxt Licensed Product. Cellectis Improvement means any improvements, modifications or refinements to, or enhancements or derivatives of any Licensed Cellectis IP made by Cellectis or any of its Affiliates after the Effective Date and all Intellectual Property Rights in any of the foregoing. Confidential Information means any and all non-public, proprietary or other confidential information disclosed by a Party (disclosing party) to the other Party (receiving party) and includes all information licensed hereunder without the need for any further notice or marking, excluding any information that: (i) the receiving party independently develops without reference to the disclosed information; (ii) the receiving party independently receives on a non-confidential and authorized basis from a source other than the disclosing party; (iii) becomes public knowledge through no fault of the receiving party; or (iv) is in the public domain at the time the receiving party receives the disclosed information. Cover means, with respect to any product, service or process, and any Intellectual Property Right, that the manufacture, use, offer for sale, sale, distribution, importation, development or other commercialization of such product, service or process would, but for any ownership of or license under such Intellectual Property Right, constitute an infringement, misappropriation or other violation of any of such Intellectual Property Right. Covered and Covering have correlative meanings. Exclusively Licensed Cellectis Patents means any and all Licensed Cellectis Patents exclusively related to the Calyxt Field for which Calyxt is granted exclusive rights under the Calyxt License. Governmental Authority means any transnational, domestic or foreign federal, state or local governmental, regulatory or administrative authority, dep

Definitions from License Agreement

This LICENSE AGREEMENT (this Agreement), dated as of [], 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).

Definitions. (a) For purposes of this Agreement, the following terms shall have the following meanings: Affiliate means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such other Person, whether now or in the future. For purposes of this definition, (i) control when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms controlling and controlled have correlative meanings and (ii) neither Cellectis nor any of its Subsidiaries shall be considered to be an Affiliate of Calyxt or any of its Subsidiaries (and vice versa). Applicable Law means, with respect to any Person, any transnational, domestic or foreign federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Authority that is binding upon or applicable to such Person, as amended unless expressly specified otherwise. Bare Sublicense Revenue means any and all consideration, payments and revenue received by Calyxt pursuant to any sublicense of the Calyxt License and/or TALEN Mark License granted by Calyxt (e.g., license fees, distribution fees, milestone and similar payments), but excluding any payments in respect of Net Sales of Calyxt Licensed Products to the extent that such Net Sales are subject to Section 4.01(a). Business Day means a day, other than Saturday, Sunday or other day on which commercial banks in Paris, France are authorized or required by Applicable Law to close. Calyxt Field means the field of researching, developing and commercializing seeds and food ingredients (excluding animal-derived ingredients) for agricultural, feed and food applications. Calyxt Improvement Patents means any Patents owned or controlled by Calyxt or any of its Affiliates Covering any Calyxt Improvements. Calyxt Licensed Products means any product or service Covered by any of the Licensed Cellectis Patents. Confidential Information means any and all non-public, proprietary or other confidential information disclosed by a Party (disclosing party) to the other Party (receiving party) and includes all information licensed hereunder without the need for any further notice or marking, excluding any information that: (i) the receiving party independently develops without reference to the disclosed information; (ii) the receiving party independently receives on a non-confidential and authorized basis from a source other than the disclosing party; (iii) becomes public knowledge through no fault of the receiving party; or (iv) is in the public domain at the time the receiving party receives the disclosed information. Cover means, with respect to any product or service and any Intellectual Property Right, that the manufacture, use, offer for sale, sale, distribution, importation, development or other commercialization of such product or service would, but for any ownership of or license under such Intellectual Property Right, constitute an infringement, misappropriation or other violation of any of such Intellectual Property Right. Covered and Covering have correlative meanings. Exclusively Licensed Cellectis Patents means any and all Licensed Cellectis Patents other than the I-CreI Patents. Governmental Authority means any transnational, domestic or foreign federal, state or local governmental, regulatory or administrative authority, department, court, agency or official, including any political subdivision thereof. I-CreI Patents means any and all Licensed Cellectis Patents that are related to the making, use, transfer or commercialization (including the leasing, sale, exportation and importation) of a modified or mutated I-CreI homing endonuclease that is a homodimer, heterodimer or single chain endonuclease. Improvement means any and all improvements, modifications, enhancements or derivatives of any Intellectual Property Rights. Intellectual Property Rights means any and all intellectual property rights or similar proprietary rights throughout the world, including all (i) national and multinational statutory invention registrations and similar statutory rights, patents and patent applications, including all provisionals, non-provisionals, divisionals, continuations, continuations-in-part, reissues, renewals, reexaminations, extensions, supplemental protection certificates and the equivalents of any of the foregoing in any jurisdiction, and all inventions disclosed in any of the foregoing (Patents); (ii) trademarks, service marks, certification marks, logos, trade names, trade dress, domain names and other indications of origin, including all registrations and applications for registration of, and all goodwill associated with, any of the foregoin

Definitions from Stockholders Agreement

THIS STOCKHOLDERS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, this Agreement), dated as of [*], 2017, is made by and among Calyxt, Inc., a Delaware corporation (the Company), Cellectis S.A., a French societe anonyme (Cellectis) and the Persons listed on Schedule A hereto (each, a Non-Cellectis Holder and collectively, the Non-Cellectis Holders).

Definitions. As used in this Agreement, the following terms shall have the following meanings: Additional Piggyback Rights has the meaning set forth in Section 4.02(c). Affiliate of any Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person; provided, however, that, for purposes of this Agreement, the Company shall not be considered an Affiliate of any of Cellectis and its Subsidiaries other than the Company, and each of Cellectis and its Subsidiaries other than the Company shall not be considered an Affiliate of the Company. As used herein, control means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities or other interests, by contract or otherwise. For purposes of this definition, Affiliated, controlling, controlled by, and under common control with have correlative meanings. Agreement has the meaning set forth in the preamble. Automatic Shelf Registration Statement has the meaning set forth in Section 4.04. Beneficially Owned has the meaning set forth in Rule 13d-3 under the Exchange Act, but without reference to clause (d)(1) of such Rule. Board of Directors means the board of directors of the Company. Business Day means any day other than a Saturday, Sunday or day on which banking institutions in New York, New York are authorized or obligated by law or executive order to close. Cellectis has the meaning set forth in the preamble. Claims has the meaning set forth in 4.09(a). Company has the meaning set forth in the preamble. Company Shares means common stock of the Company and any and all securities of any kind whatsoever of the Company that may be issued by the Company after the date hereof in respect of, in exchange for, or in substitution of, Company Shares, pursuant to any stock dividends, stock splits, reverse stock splits, combinations, reclassifications, recapitalizations, share exchange, consolidation or other reorganizations and the like occurring after the date hereof. Company Shares Equivalents means all options, warrants and other securities convertible into, or exchangeable or exercisable for (at any time or upon the occurrence of any event or contingency and without regard to any vesting or other conditions to which such securities may be subject) Company Shares or other equity securities of the Company (including any note or debt security convertible into or exchangeable for Company Shares or other equity securities of the Company). Demand Exercise Notice has the meaning set forth in Section 4.01(a). Demand Registration has the meaning set forth in Section 4.01(a). Demand Registration Request has the meaning set forth in Section 4.01(a). Director means a member of the Board of Directors. Exchange Act means the Securities Exchange Act of 1934, as amended, and any successor thereto, and any rules and regulations promulgated thereunder, all as the same shall be in effect from time to time. Expenses means any and all fees and expenses incident to the Companys performance of or compliance with Article 4, including: (i) SEC, stock exchange and FINRA registration and filing fees and all listing fees and fees with respect to the inclusion of securities on the [New York Stock Exchange / NASDAQ] or on any other securities market on which the Company Shares are listed or quoted, (ii) fees and expenses of compliance with state securities or blue sky laws and in connection with the preparation of a blue sky survey, including reasonable fees and expenses of outside blue sky counsel, (iii) printing and copying expenses, (iv) messenger and delivery expenses, (v) expenses incurred in connection with any road show, (vi) fees and disbursements of counsel for the Company, (vii) with respect to each registration, the fees and disbursements of one counsel for the Participating Holder(s) (selected by the Majority Participating Holders), (viii) fees and disbursements of all independent public accountants (including the expenses of any audit and/or comfort letter and updates thereof) and fees and expenses of other Persons, including special experts, retained, or authorized to be retained, by the Company, (ix) fees and expenses payable to any qualified independent underwriter required under applicable FINRA rules, (x) any other fees and disbursements of underwriters, if any, customarily paid by issuers or sellers of securities (excluding, for the avoidance of doubt, any underwriting commission, discount or spread), (xi) any rating agency fees, and (xii) expenses for securities law liability insurance. FINRA means the Financial Industry Regulatory Authority. Governing Documents means (i) with respect to the Company, the certificate of incorporation of the Company, as amended or modified from time to time, and the by-laws of the Company, as amended or modified from time to time and (ii) with respect to any other Pers

Definitions from License Agreement

This LICENSE AGREEMENT (this Agreement), dated as of [], 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).

Definitions. (a) For purposes of this Agreement, the following terms shall have the following meanings: Affiliate means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such other Person, whether now or in the future. For purposes of this definition, (i) control when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms controlling and controlled have correlative meanings and (ii) neither Cellectis nor any of its Subsidiaries shall be considered to be an Affiliate of Calyxt or any of its Subsidiaries (and vice versa). Applicable Law means, with respect to any Person, any transnational, domestic or foreign federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Authority that is binding upon or applicable to such Person, as amended unless expressly specified otherwise. Bare Sublicense Revenue means any and all consideration, payments and revenue received by Calyxt pursuant to any sublicense of the Calyxt License and/or TALEN Mark License granted by Calyxt (e.g., license fees, distribution fees, milestone and similar payments), but excluding any payments in respect of Net Sales of Calyxt Licensed Products to the extent that such Net Sales are subject to Section 4.01(a). Business Day means a day, other than Saturday, Sunday or other day on which commercial banks in Paris, France are authorized or required by Applicable Law to close. Calyxt Field means the field of researching, developing and commercializing seeds and food ingredients (excluding animal-derived ingredients) for agricultural, feed and food applications. Calyxt Improvement Patents means any Patents owned or controlled by Calyxt or any of its Affiliates Covering any Calyxt Improvements. Calyxt Licensed Products means any product or service Covered by any of the Licensed Cellectis Patents. Confidential Information means any and all non-public, proprietary or other confidential information disclosed by a Party (disclosing party) to the other Party (receiving party) and includes all information licensed hereunder without the need for any further notice or marking, excluding any information that: (i) the receiving party independently develops without reference to the disclosed information; (ii) the receiving party independently receives on a non-confidential and authorized basis from a source other than the disclosing party; (iii) becomes public knowledge through no fault of the receiving party; or (iv) is in the public domain at the time the receiving party receives the disclosed information. Cover means, with respect to any product or service and any Intellectual Property Right, that the manufacture, use, offer for sale, sale, distribution, importation, development or other commercialization of such product or service would, but for any ownership of or license under such Intellectual Property Right, constitute an infringement, misappropriation or other violation of any of such Intellectual Property Right. Covered and Covering have correlative meanings. Exclusively Licensed Cellectis Patents means any and all Licensed Cellectis Patents other than the I-CreI Patents. Governmental Authority means any transnational, domestic or foreign federal, state or local governmental, regulatory or administrative authority, department, court, agency or official, including any political subdivision thereof. I-CreI Patents means any and all Licensed Cellectis Patents that are related to the making, use, transfer or commercialization (including the leasing, sale, exportation and importation) of a modified or mutated I-CreI homing endonuclease that is a homodimer, heterodimer or single chain endonuclease. Improvement means any and all improvements, modifications, enhancements or derivatives of any Intellectual Property Rights. Intellectual Property Rights means any and all intellectual property rights or similar proprietary rights throughout the world, including all (i) national and multinational statutory invention registrations and similar statutory rights, patents and patent applications, including all provisionals, non-provisionals, divisionals, continuations, continuations-in-part, reissues, renewals, reexaminations, extensions, supplemental protection certificates and the equivalents of any of the foregoing in any jurisdiction, and all inventions disclosed in any of the foregoing (Patents); (ii) trademarks, service marks, certification marks, logos, trade names, trade dress, domain names and other indications of origin, including all registrations and applications for registration of, and all goodwill associated with, any of the foregoin

Definitions from Stockholders Agreement

THIS STOCKHOLDERS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, this Agreement), dated as of [*], 2017, is made by and among Calyxt, Inc., a Delaware corporation (the Company), Cellectis S.A., a French societe anonyme (Cellectis) and the Persons listed on Schedule A hereto (each, a Non-Cellectis Holder and collectively, the Non-Cellectis Holders).

Definitions. As used in this Agreement, the following terms shall have the following meanings: Additional Piggyback Rights has the meaning set forth in Section 4.02(c). Affiliate of any Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person; provided, however, that, for purposes of this Agreement, the Company shall not be considered an Affiliate of any of Cellectis and its Subsidiaries other than the Company, and each of Cellectis and its Subsidiaries other than the Company shall not be considered an Affiliate of the Company. As used herein, control means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities or other interests, by contract or otherwise. For purposes of this definition, Affiliated, controlling, controlled by, and under common control with have correlative meanings. Agreement has the meaning set forth in the preamble. automatic shelf registration statement has the meaning set forth in Section 4.04. Beneficially Owned has the meaning set forth in Rule 13d-3 under the Exchange Act, but without reference to clause (d)(1) of such Rule. Board of Directors means the board of directors of the Company. Business Day means any day other than a Saturday, Sunday or day on which banking institutions in New York, New York are authorized or obligated by law or executive order to close. Cellectis has the meaning set forth in the preamble. Claims has the meaning set forth in 4.09(a). Company has the meaning set forth in the preamble. Company Shares means common stock of the Company and any and all securities of any kind whatsoever of the Company that may be issued by the Company after the date hereof in respect of, in exchange for, or in substitution of, Company Shares, pursuant to any stock dividends, stock splits, reverse stock splits, combinations, reclassifications, recapitalizations, share exchange, consolidation or other reorganizations and the like occurring after the date hereof. Company Shares Equivalents means all options, warrants and other securities convertible into, or exchangeable or exercisable for (at any time or upon the occurrence of any event or contingency and without regard to any vesting or other conditions to which such securities may be subject) Company Shares or other equity securities of the Company (including any note or debt security convertible into or exchangeable for Company Shares or other equity securities of the Company). Demand Exercise Notice has the meaning set forth in Section 4.01(a). Demand Registration has the meaning set forth in Section 4.01(a). Demand Registration Request has the meaning set forth in Section 4.01(a). Director means a member of the Board of Directors. Exchange Act means the Securities Exchange Act of 1934, as amended, and any successor thereto, and any rules and regulations promulgated thereunder, all as the same shall be in effect from time to time. Expenses means any and all fees and expenses incident to the Companys performance of or compliance with Article 4, including: (i) SEC, stock exchange and FINRA registration and filing fees and all listing fees and fees with respect to the inclusion of securities on the [New York Stock Exchange / NASDAQ] or on any other securities market on which the Company Shares are listed or quoted, (ii) fees and expenses of compliance with state securities or blue sky laws and in connection with the preparation of a blue sky survey, including reasonable fees and expenses of outside blue sky counsel, (iii) printing and copying expenses, (iv) messenger and delivery expenses, (v) expenses incurred in connection with any road show, (vi) fees and disbursements of counsel for the Company, (vii) with respect to each registration, the fees and disbursements of one counsel for the Participating Holder(s) (selected by the Majority Participating Holders), (viii) fees and disbursements of all independent public accountants (including the expenses of any audit and/or comfort letter and updates thereof) and fees and expenses of other Persons, including special experts, retained, or authorized to be retained, by the Company, (ix) fees and expenses payable to any qualified independent underwriter required under applicable FINRA rules, (x) any other fees and disbursements of underwriters, if any, customarily paid by issuers or sellers of securities (excluding, for the avoidance of doubt, any underwriting commission, discount or spread), (xi) any rating agency fees, and (xii) expenses for securities law liability insurance. FINRA means the Financial Industry Regulatory Authority. Governing Documents means (i) with respect to the Company, the certificate of incorporation of the Company, as amended or modified from time to time, and the by-laws of the Company, as amended or modified from time to time and (ii) with respect to any other Pers