(AOF) – Cellectis has entered into a research collaboration agreement with AstraZeneca, an investment agreement for an initial investment of $80 million and a memorandum of understanding for a possible additional investment of $140 million . The collaboration agreement aims to accelerate the development of the next generation of therapies in areas of high unmet need, including oncology, immunology and rare diseases.
Under the terms of the collaboration agreement, AstraZeneca will leverage Cellectis’ gene editing technologies and manufacturing capabilities to design new cell and gene therapy product candidates. In this context, 25 genetic targets have been exclusively reserved for AstraZeneca, from which up to 10 product candidates could be explored for development. AstraZeneca will have an option for an exclusive worldwide license on the product candidates, to be exercised before submitting an application for authorization to proceed with clinical trials.
According to the collaboration agreement, Cellectis’ research costs will be funded by AstraZeneca and Cellectis will receive an upfront payment of $25 million. Cellectis is also eligible to receive an option payment to proceed with clinical trials and development, regulatory and commercial milestone payments, in an aggregate amount between $70 million and $220 million, for each of 10 product candidates, as well as tiered royalties on sales.
As a condition of signing the collaboration agreement, AstraZeneca agreed to make an initial investment of $80 million in Cellectis by subscribing for 16 million common shares, at a price of $5 per share.
At the end of the settlement-delivery of the new shares (scheduled for November 6, 2023), AstraZeneca will hold approximately 22% of the company’s capital and 21% of the voting rights, will have the right to propose a censor to the board of directors of Cellectis, and will have the right to participate pro rata in future offers of shares or other equity securities of Cellectis.
In addition, the memorandum of understanding provides that AstraZeneca will, if necessary, make an additional investment of $140 million in Cellectis by subscribing to two categories of newly created Cellectis preferred shares: 10 million preferred shares “of Class A” and 18 million “Class B” preferred shares, in each case at a price of $5 per share.
The memorandum of understanding is not binding and the additional investment must still be confirmed by both parties following consultation with the Cellectis social and economic committee. Immediately following the additional investment, AstraZeneca would hold approximately 44% of the share capital and 30% of the voting rights of the company.
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