Cellectis and AstraZeneca in US$2.2bn deal

Under the co-development agreement, that includes a US$80m equity investment and an option for a further equity investment of US$140m by AstraZeneca plc into Cellectis SA, the French TALEN specialist initially is set to receive up to US$245m in cash with the potential for additional milestones and tiered royalties for providing 25 genetic targets and its gene editing platform and allogenic CAR-T cell manufacturing platform to develop drug programmes in oncology, immunology, and rare diseases.

AstraZeneca will have the option to select and license ten of the targets and resulting candidate products before IND filing. Additionally, the Swedish-British pharma giant will fund Cellectis’ research costs and pay US$25m upfront. Cellectis is eligible to receive an investigational new drug (IND) option fee and milestone payments ranging from US$70m-US$220m per each of the 10 candidate products plus tiered royalties.

AstraZeneca committed to initially subscribe 16 million of Cellectis ordinary shares (at $5 per share) by 6 November for a total of US$80m resulting in 21% of voting rights, 22% of share capital, and the right to nominate a non-voting observer on Cellectis’ Board of Directors. Furthermore, AstraZeneca will have the right to participate pro rata in future share offerings of the French company. A non-binding memorandum of understanding includes the option for AstraZeneca to acquire 10 million convertible preferred shares with single voting right and 18 million convertible preferred shares without voting rights at US$5 per share, which would result in an ownership of 44% of Cellectis share capital and 30% of voting rights.

Cellectis’ programmes UCART22, UCART123, and UCART20x22 will not be affected by the agreement with AstraZeneca.