What was the primary reason for the Amended and Restated License Agreement with Cellectis?

The agreement was entered into to resolve a dispute between Regeneron and Cellectis regarding the interpretation of a previous license agreement from December 2003, which pertained to a process for gene replacement in the receiver genome.

What is the financial commitment Regeneron is making to Cellectis?

Regeneron is making an upfront payment of $12,450,000 and will pay a low single-digit royalty on future revenues generated from licenses or sales of its VelociGene® or VelocImmune® products and services. Regeneron also intends to acquire 368,301 ordinary shares of Cellectis.

Are there any exceptions to the royalty payments Regeneron will make?

Yes, royalties are not payable with respect to Regeneron's VelocImmune license agreements with AstraZeneca UK Limited and Astellas Pharma Inc., nor its collaboration agreement with sanofi-aventis from November 2007. Additionally, no royalties are payable on any revenue from commercial sales of antibodies derived from Regeneron's VelocImmune technology.

What is the status of Regeneron's planned acquisition of Cellectis shares?

The acquisition of Cellectis shares is contingent upon the prior approval of Cellectis's board of directors and its shareholders at an extraordinary general meeting, which must be held no later than October 30, 2008.

REGN 8-K: Material Agreements

Summary

Regeneron Pharmaceuticals, Inc. (REGN) filed an 8-K on July 3, 2008, reporting on a material definitive agreement entered into on July 1, 2008, with Cellectis S.A. This agreement amends and restates a prior license agreement from December 2003, resolving a dispute over gene replacement technology. Key terms include an upfront payment of $12.45 million to Cellectis by Regeneron. Additionally, Regeneron will pay Cellectis a low single-digit royalty on future revenues derived from licenses or sales of its VelociGene® or VelocImmune® products and services, with specific carve-outs for existing agreements with AstraZeneca, Astellas Pharma, and sanofi-aventis, as well as commercial sales of antibodies from the VelocImmune technology. The filing also discloses Regeneron's intent to acquire approximately 368,301 ordinary shares of Cellectis, subject to Cellectis's board and shareholder approval.

Key Highlights

1Regeneron entered into an Amended and Restated Non-Exclusive License Agreement with Cellectis S.A. on July 1, 2008.
2The new agreement resolves a dispute concerning intellectual property related to a gene replacement process licensed in December 2003.
3Regeneron will make an upfront payment of $12.45 million to Cellectis.
4Regeneron will pay Cellectis a low single-digit royalty on future revenues from VelociGene® or VelocImmune® products and services.
5Specific existing licenses and collaborations are exempt from royalty payments.
6Regeneron plans to acquire 368,301 ordinary shares of Cellectis, subject to certain approvals.
7The acquisition of Cellectis shares is contingent on Cellectis's board and shareholder approval by October 30, 2008.

REGENERON PHARMACEUTICALS, INC. 8-K Report, Material Agreement (Jul 3, 2008)

Summary

Key Highlights

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