Other Information.
+Added: Servier Amendment
+Added: On May 10, 2024, we entered into the Servier Amendment with Servier, pursuant to which the parties settled their disputes relating to each party’s performance under the Servier Agreement.
+Added: The parties agreed to waive any and all outstanding claims that were asserted relating to alleged violations of the Servier Agreement, including all claims that such party was entitled to various payments or refunds from the other party under the Servier Agreement, and any and all claims that either party now has or may have in the future related to such outstanding claims, and mutual releases with respect to such claims were granted.
+Added: Additionally, the Servier Amendment expanded our territory under the Servier Agreement to include the European Union and the United Kingdom, and provides for an option to further expand our territory to include China and Japan.
+Added: Under the Servier Amendment all of our future milestone payments (regulatory and sales) under the Servier Agreement are modified to be the same as, and to coincide with, Servier’s milestone payments to Cellectis under the Servier-Cellectis Agreement.
+Added: The Servier Amendment also modified the royalties payable under the Servier Agreement.
+Added: Subsequent Events to our condensed consolidated financial statements included elsewhere in this report for further description of the Servier Amendment.
Description of document
8 unchanged sentences
333-227333), filed with the SEC on October 2, 2018).
−Removed: 4.3 Investors Rights Agreement, dated April 6, 2018, as amended September 5, 2018, by and among the Registrant and certain of its stockholders (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1, as amended (File No.
−Removed: 333-227333), filed with the SEC on September 14, 2018).
−Removed: 5.1 Opinion of Cooley LLP.
−Removed: 10.1 Employment Letter of Agreement, dated August 11, 2023, by and between the Registrant and Earl Douglas.
−Removed: 10.2 Employment Letter of Agreement, dated October 12, 2023, by and between the Registrant and Geoffrey Parker.
−Removed: 10.3†‡ Asset Contribution Agreement, dated April 2, 2018, by and between the Registrant and Pfizer Inc.
−Removed: 10.4 Amendment No.
−Removed: 2 to Sales Agreement, dated November 2, 2023, by and between the Registrant and Cowen and Company, LLC.
−Removed: 23.1 Consent of Cooley LLP (included in Exhibit 5.1).
+Added: 10.1+ Non-employee director compensation policy, as amended.
+Added: 10.2* ‡ Amended and Restated Collaboration and License Agreement, dated January 17, 2024, by and between the Registrant and Notch Therapeutics Inc.
+Added: (incorporated by reference to Exhibit 10.18 to the Registrant's Annual Report on Form 10-K, filed with the SEC on March 14, 2024).
+Added: 10.3* Strategic Collaboration Agreement, dated January 3, 2024, by and between Foresight Diagnostics, Inc.
+Added: and the Registrant (incorporated by reference to Exhibit 10.30 to the Registrant's Annual Report on Form 10-K, filed with the SEC on March 14, 2024).
31.1 Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.
9 unchanged sentences
104 The cover page from the Company’s Quarterly Report on Form 10-Q has been formatted in Inline XBRL.
−Removed: __________________________
−Removed: † Certain portions of this exhibit (indicated by “[***]”) have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
+Added: + Indicates management contract or compensatory plan.
+Added: * Certain portions of this exhibit (indicated by “[***]”) have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both not material and is the type of information that the Registrant treats as private or confidential.
‡ Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
−Removed: November 2, 2023 By:
+Added: May 13, 2024 By:
/s/ David Chang
David Chang, M.D., Ph.D.
−Removed: Chief Executive Officer
+Added: President and Chief Executive Officer
(Principal Executive Officer)
−Removed: November 2, 2023 By:
+Added: May 13, 2024 By:
/s/ Geoffrey Parker
3 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.