RARE Daily

Cellectis and AstraZeneca Enter Gene Therapy Collaboration and Investment Agreements

November 1, 2023

Rare Daily Staff

Cellectis entered agreements with AstraZeneca that will leverage its gene editing technologies and manufacturing abilities to develop up to 10 novel cell and gene therapy candidates in areas of unmet need, including oncology, immunology, and rare diseases.

“The differentiated capabilities Cellectis has in gene editing and manufacturing complement our in-house expertise and investments made in the past year,” said Marc Dunoyer, chief strategy officer, AstraZeneca, and CEO, Alexion, AstraZeneca Rare Disease. “AstraZeneca continues to advance our ambition in cell therapy for oncology and autoimmune diseases as well as in genomic medicine, which has potential to be transformative for patients with rare diseases.”

Along with a joint research collaboration agreement, the partners signed an investment agreement under which AstraZeneca will make an initial equity investment of $80 million, and a memorandum of understanding (MOU) for an additional equity investment of $140 million.

Under their deal, AstraZeneca will leverage Cellectis’ proprietary gene editing technologies and manufacturing capabilities to design novel cell and gene therapy candidate products. As part of the collaboration, 25 genetic targets have been exclusively reserved for AstraZeneca, from which up to 10 candidate products could be explored for development. AstraZeneca will have an option for a worldwide exclusive license on the candidate products, to be exercised before IND filing.

Cellectis’ research costs under the collaboration will be funded by AstraZeneca and Cellectis will receive an upfront payment of $25 million. Cellectis is also eligible to receive an investigational new drug (IND) option fee and development, regulatory, and sales-related milestone payments, ranging from $70 million up to $220 million, per each of the 10 candidate products, plus tiered royalties.

“This collaboration will allow us to leverage our pioneering research in gene editing and cell therapies, as well as our cutting-edge capabilities in manufacturing with the ambition to bring potentially life-saving therapies to patients with unmet medical need,” said André Choulika, CEO of Cellectis.

As a condition to the signing of the collaboration agreement, AstraZeneca agreed to make an initial equity investment of $80 million in Cellectis by subscribing for 16 million ordinary shares, at a price of $5.00 per share. AstraZeneca will then own approximately 22 percent of the share capital and 21 percent of the voting rights of Cellectis, will have the right to nominate a non-voting observer on the board of directors of Cellectis, and will have the right to participate pro rata in Cellectis’s future share offerings.

Additionally, the MOU contemplates that AstraZeneca will make a potential further equity investment in Cellectis of $140M by subscribing for two newly created classes of convertible preferred shares of Cellectis. The MOU is non-binding.

Cellectis plans to use the proceeds received from the collaboration and the proposed equity investments to develop gene editing tools, for research and development expenses incurred in developing its programs, and other general corporate purposes. Cellectis’ clinical-stage assets, UCART22, UCART123 and UCART20x22 will remain under Cellectis’ ownership and control.

Photo: Andre Choulika, CEO of Cellectis

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