AstraZeneca has signed a joint research collaboration agreement with Cellectis to develop up to ten cell and gene therapy candidates.
As part of the agreement, Cellectis will receive a $25m upfront payment and an initial equity investment of $80m. AstraZeneca also signed a non-binding memorandum of understanding (MoU) for potential further investment of $140m in two convertible preferred shares tranches, as per the 1 November press release.
Following the news, Cellectis’s stock skyrocketed and was up by over 174% in pre-market trading on 1 November, compared to the market close on the previous day.
The partnership leverages Cellectis’s proprietary gene editing technologies and manufacturing capabilities. AstraZeneca will select up to ten cell and gene therapy candidates from a pool of 25 genetic targets which have been exclusively reserved for the company.
Furthermore, AstraZeneca will have the option for an exclusive worldwide licence for the candidates, exercisable before the filling of the investigational new drug (IND) application. AstraZeneca will also fund the research cost for the therapies.
Cellectis will also be in line to receive an IND option fee and milestone-based payments of $70m-$220m for each of the ten candidates, along with tiered royalties.
Cellectis was quick to add that the company’s three chimeric antigen receptor (CAR) T-cell therapies clinical assets, namely UCART22, UCART123 and UCART20x22, will remain under its ownership and control.
The cell and gene therapy market is forecasted to be worth $81bn by 2029, as per GlobalData’s sales and forecast database. AstraZeneca has made multiple investments in bolstering its cell and gene therapy portfolio. In June, it partnered with UK-based start-up Quell Therapeutics to advance and license T-regulator (Treg) cell therapies for autoimmune diseases.
GlobalData is the parent company of Pharmaceutical Technology.
In December 2022, Cellectis partnered with Primera to develop a gene-editing platform to treat mitochondrial diseases. Following the agreement, the US-based company holds a 19% equity ownership stake in Primera and a seat on its board of directors.
The initial $80m equity will be invested in Cellitis by subscribing to 16 million ordinary shares at $5 per share. Following this, AstraZeneca will hold 22% of Cellectis’s share capital and 21% of its voting rights, as per the 1 November press release.
AstraZeneca will also make a further potential equity investment in Cellectis in the form of two convertible preferred share classes. This includes ten million Class A convertible preferred shares and 18 million Class B convertible preferred shares. Both classes will be priced at $5 per share.
Until they convert to ordinary shares, Class A shares will only have single voting rights while Class B shares carry no voting rights except on any distribution of dividends or reserves.
After the additional investment, AstraZeneca will hold 44% of Cellectis’ share capital and 30% of its voting rights. Furthermore, AstraZeneca will hold the right to nominate two directors to the board of directors of Cellectis.
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