Common use of Buy-Out Clause in Contracts

Buy-Out. If Servier exercises its right to Buy-Out, Servier will provide written notice to Cellectis (a “Buyout Notice”) within fifteen (15) days following the Change of Control Notice. Within ten (10) days following Servier’s provision of the Buyout Notice, the Parties will meet and negotiate the amount of the Buyout Payment. 12.2.1. If the Parties agree on the amount of the Buyout Payment within such ten (10) day period, then Servier will pay the applicable Buyout Payment to Cellectis (or its successor) within thirty (30) day period. Further to the Buyout, and subject to actual payment of the Buy-Out Payment, the licenses on the Cellectis IP within the scope of the Buy-Out will be deemed fully paid up. 12.2.2. If the Parties fail to agree on an amount of a Buyout Payment within ten (10) days following the provision of the Buyout Notice, then within two (2) days thereafter each Party will select and pay at its costs one (1) Third Party valuator (such valuators shall be from top-tier, internationally-recognized investment banks or accounting firms) with relevant expertise to determine the appropriate amount for the Buyout Payment. Each of the Parties will provide to such valuators such information as it deems pertinent and any information requested by such valuators. Such selected valuators will promptly (and in any event within twenty (20) days after the selection of such valuators) determine their respective valuation of the Buyout Payment amount and provide notice of such amount (and underlying assumptions and methodology) to each of the Parties. If the amount of the Buyout Payment estimated by one valuator is equal to or less than one hundred twenty percent (120%) of the amount of the Buyout Payment estimated by the other valuator, then the Buyout Payment shall be equal to the average of the amount proposed by the valuators. If the amount of the Buyout Payment estimated by one valuator is greater than one hundred twenty percent (120%) of the amount of the Buyout Payment estimated by the other valuator, then the Parties will mutually agree upon a third valuator. In such event, the Buyout Payment determined by the third valuator shall be the Buyout Payment (provided, that the Buyout Payment shall be capped at the amount of the higher of the Buyout Payments determined by the prior two valuators, and shall not be lower than the amount of the lower of the Buyout Payments determined by the prior two valuators). 12.2.3. After determination of the Buyout Payment pursuant to Section 12.2.1 or 12.2.2 above, as applicable, Servier will pay the applicable Buyout Payment to Cellectis (or its successor) within thirty (30) day period. Further to the Buyout, and subject to actual payment of the Buy-Out Payment, the licenses on the Cellectis IP within the scope of the Buy-Out will be deemed fully paid up.

Buy-Out. Cellectis will notify Servier with [***] after the occurrence of a Change of Control. If Servier exercises its right to Buybuy-Outout Cellectis’s interest, Servier will provide written notice to Cellectis (a “Buyout Notice”) within fifteen (15) days [***] following the Change of Control NoticeControl. Within ten (10) days [***] following Servier’s provision of the Buyout Notice, the Parties will meet and negotiate the amount of the payment from Servier to Cellectis for the buy-out of Cellectis’s interest in the Pre-Candidate Products, Candidate Products or Product(s) (the “Buyout Payment”). 12.2.1. If the Parties agree on the amount of the Buyout Payment within such ten (10) day [***] period, then Servier will have [***] to determine whether to proceed with the buy-out at such price. If Servier elects to proceed with the buy-out at the agreed Buyout Payment, then it will provide written notice thereof to Cellectis (or its successor) and, this Agreement will terminate [***] after delivery of such written notice, Servier will pay the applicable Buyout Payment to Cellectis (or its successor) within thirty (30) day period. Further to the Buyout, and subject to actual payment of the Buy-Out Payment, the licenses on the Cellectis IP within the scope of the Buy-Out will be deemed fully paid upsuch [***]. 12.2.2. If the Parties fail to agree on an amount of a Buyout Payment within ten (10) days [***] following the provision of the Buyout Notice, then within two (2) days [***] thereafter each Party will select and pay at its costs one (1) Third Party valuator (such valuators shall be from top-tier, internationally-recognized investment banks or accounting firms) with relevant expertise to determine the appropriate amount for the Buyout Payment. Each of the Parties will provide to such valuators such information as it deems pertinent and any information requested by such valuators. Such selected valuators will promptly (and in any event within twenty (20) days [***] after the selection of such valuators) determine their respective valuation of the Buyout Payment amount and provide notice of such amount (and underlying assumptions and methodology) to each of the Parties. If the amount of the Buyout Payment estimated by one valuator is equal to or less than one hundred twenty percent (120%) of the amount of the Buyout Payment estimated by the other valuator, then the Buyout Payment shall be equal to the average of the amount proposed by the valuators. If the amount of the Buyout Payment estimated by one valuator is greater than one hundred twenty percent (120%) of the amount of the Buyout Payment estimated by the other valuator, then the Parties will mutually agree upon a third valuator. In such event, the Buyout Payment determined by the third valuator shall be the Buyout Payment (provided, that the Buyout Payment shall be capped at the amount of the higher of the Buyout Payments determined by the prior two valuators, and shall not be lower than the amount of the lower of the Buyout Payments determined by the prior two valuators). . 12.2.3. After determination of the Buyout Payment pursuant to Section 12.2.1 or 12.2.2 above, as applicable, Servier will have [***] to determine whether to proceed with the buy-out at such price. If Servier elects to proceed with the buy-out at the agreed Buyout Payment, then it will provide written notice thereof to Cellectis (or its successor) and this Agreement will terminate [***] after delivery of such written notice, Servier will pay the applicable Buyout Payment to Cellectis (or its successor) within thirty (30) day period. Further to the Buyout, and subject to actual payment of the Buy-Out Payment, the licenses on the Cellectis IP within the scope of the Buy-Out will be deemed fully paid upsuch [***].

Buy-Out. Cellectis will notify Servier with [***] after the occurrence of a Change of Control. If Servier exercises its right to Buybuy-Outout Cellectis’s interest, Servier will provide written notice to Cellectis (a “Buyout Notice”) within fifteen (15) days [***] following the Change of Control NoticeControl. Within ten (10) days [***] following Servier’s provision of the Buyout Notice, the Parties will meet and negotiate the amount of the payment from Servier to Cellectis for the buy-out of Cellectis’s interest in the Pre-Candidate Products, Candidate Products or Product(s) (the “Buyout Payment”). 12.2.1. If the Parties agree on the amount of the Buyout Payment within such ten (10) day period[***], then Servier will have [***] to determine whether to proceed with the buy-out at such price. If Servier elects to proceed with the buy-out at the agreed Buyout Payment, then it will provide written notice thereof to Cellectis (or its successor) and, this Agreement will terminate [***] after delivery of such written notice, Servier will pay the applicable Buyout Payment to Cellectis (or its successor) within thirty (30) day period. Further to the Buyout, and subject to actual payment of the Buy-Out Payment, the licenses on the Cellectis IP within the scope of the Buy-Out will be deemed fully paid upsuch [***]. 12.2.2. If the Parties fail to agree on an amount of a Buyout Payment within ten (10) days [***] following the provision of the Buyout Notice, then within two (2) days [***] thereafter each Party will select and pay at its costs one (1) Third Party valuator (such valuators shall be from top-tier, internationally-recognized investment banks or accounting firms) with relevant expertise to determine the appropriate amount for the Buyout Payment. Each of the Parties will provide to such valuators such information as it deems pertinent and any information requested by such valuators. Such selected valuators will promptly (and in any event within twenty (20) days [***] after the selection of such valuators) determine their respective valuation of the Buyout Payment amount and provide notice of such amount (and underlying assumptions and methodology) to each of the Parties. If the amount of the Buyout Payment estimated by one valuator is equal to or less than one hundred twenty percent (120%) of the amount of the Buyout Payment estimated by the other valuator, then the Buyout Payment shall be equal to the average of the amount proposed by the valuators. If the amount of the Buyout Payment estimated by one valuator is greater than one hundred twenty percent (120%) of the amount of the Buyout Payment estimated by the other [***] CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION valuator, then the Parties will mutually agree upon a third valuator. In such event, the Buyout Payment determined by the third valuator shall be the Buyout Payment (provided, that the Buyout Payment shall be capped at the amount of the higher of the Buyout Payments determined by the prior two valuators, and shall not be lower than the amount of the lower of the Buyout Payments determined by the prior two valuators). 12.2.3. After determination of the Buyout Payment pursuant to Section 12.2.1 or 12.2.2 above, as applicable, Servier will have [***] to determine whether to proceed with the buy-out at such price. If Servier elects to proceed with the buy-out at the agreed Buyout Payment, then it will provide written notice thereof to Cellectis (or its successor) and this Agreement will terminate [***] after delivery of such written notice, Servier will pay the applicable Buyout Payment to Cellectis (or its successor) within thirty (30) day period. Further to the Buyout, and subject to actual payment of the Buy-Out Payment, the licenses on the Cellectis IP within the scope of the Buy-Out will be deemed fully paid upsuch [***].

Buy-Out. Cellectis will notify Servier with [***] after the occurrence of a Change of Control. If Servier exercises its right to Buybuy-Outout Cellectis’s interest, Servier will provide written notice to Cellectis (a “Buyout Notice”) within fifteen (15) days [***] following the Change of Control NoticeControl. Within ten (10) days [***] following Servier’s provision of the Buyout Notice, the Parties will meet and negotiate the amount of the payment from Servier to Cellectis for the buy-out of Cellectis’s interest in the Pre-Candidate Products, Candidate Products or Product(s) (the “Buyout Payment”). 12.2.1. If the Parties agree on the amount of the Buyout Payment within such ten (10) day [***] period, then Servier will have [***] to determine whether to proceed with the buy-out at such price. If Servier elects to proceed with the buy-out at the agreed Buyout Payment, then it will provide written notice thereof to Cellectis (or its successor) and, this Agreement will terminate [***] after delivery of such written notice, Servier will pay the applicable Buyout Payment to Cellectis (or its successor) within thirty (30) day period. Further to the Buyout, and subject to actual payment of the Buy-Out Payment, the licenses on the Cellectis IP within the scope of the Buy-Out will be deemed fully paid upsuch [***]. 12.2.2. If the Parties fail to agree on an amount of a Buyout Payment within ten (10) days [***] following the provision of the Buyout Notice, then within two (2) days [***] thereafter each Party will select and pay at its costs one (1) Third Party valuator (such valuators shall be from top-tier, internationally-recognized investment banks or accounting firms) with relevant expertise to determine the appropriate amount for the Buyout Payment. Each of the Parties will provide to such valuators such information as it deems pertinent and any information requested by such valuators. Such selected valuators will promptly (and in any event within twenty (20) days [***] after the selection of such valuators) determine their respective valuation of the Buyout Payment amount and provide notice of such amount (and underlying assumptions and methodology) to each of the Parties. If the amount of the Buyout Payment estimated by one valuator is equal to or less than one hundred twenty percent (120%) of the amount of the Buyout Payment estimated by the other valuator, then the Buyout Payment shall be equal to the average of the amount proposed by the valuators. If the amount of the Buyout Payment estimated by one valuator is greater than one hundred twenty percent (120%) of the amount of the Buyout Payment estimated by the other valuator, then the Parties will mutually agree upon a third valuator. In such event, the Buyout Payment determined by the third valuator shall be the Buyout Payment (provided, that the Buyout Payment shall be capped at the amount of the higher of the Buyout Payments determined by the prior two valuators, and shall not be lower than the amount of the lower of the Buyout Payments determined by the prior two valuators). 12.2.3. After determination of the Buyout Payment pursuant to Section 12.2.1 or 12.2.2 above, as applicable, Servier will have [***] to determine whether to proceed with the buy-out at such price. If Servier elects to proceed with the buy-out at the agreed Buyout Payment, then it will provide written notice thereof to Cellectis (or its successor) and this Agreement will terminate [***] after delivery of such written notice, Servier will pay the applicable Buyout Payment to Cellectis (or its successor) within thirty (30) day period. Further to the Buyout, and subject to actual payment of the Buy-Out Payment, the licenses on the Cellectis IP within the scope of the Buy-Out will be deemed fully paid upsuch [***].