AMENDMENT NO. 2 TO THE PATENT LICENSE AGREEMENT NO. C-00061906

Exhibit 10.2.2

CONFIDENTIAL TREATMENT REQUESTED BY CELLECTIS S.A.—CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.

AMENDMENT NO. 2 TO THE PATENT LICENSE AGREEMENT NO. C-00061906

BETWEEN:

L’Institut Pasteur, a public interest foundation, 00, xxx xx Xxxxxxx Xxxx, 00000 Xxxxx, represented by Xx. Xxxx Xxxxxx, adjunct General Manager for administration and finance, and by Xx. Xxxxxxxxx XXXXXXXX, Director of Business Development and Industrial Partnerships.

Hereafter referred to as “IP” or the “LICENSOR”,

Party of the first part,

AND:

CELLECTIS, a public limited company with a capital of 122,363.47 euros, headquartered at 000, xxxxx xx Xxxxx, 00000 Xxxxxxxxxxx cedex, represented by Xx. Xxxxx Xxxxxxxx, acting as Chief Executive Officer

Hereafter referred to as “CELLECTIS” or the “LICENSEE”,

Party of the second part.

The LICENSOR and LICENSEE are hereafter referred to as the “Parties”.

RECITALS:

IP owns patents and patent applications relating to a method of homologous recombination.

On June 19, 2000, the Parties signed the license agreement no. C-00061906 (hereafter the “AGREEMENT”), by which the LICENSOR grants the LICENSEE exploitation rights to the patents and patent applications mentioned above.

The Agreement was the subject of a first amendment signed on September 8, 2003 and an email dated September 26, 2003 modifying the FIELD of the AGREEMENT.

After discussions and exchanges between the Parties, they have decided to modify the provisions of the AGREEMENT.

It is thus agreed as follows:

ARTICLE 1

1.1 The Parties agree that the words defined in Article 1, “DEFINITIONS”, of the AGREEMENT, as they are used in this amendment, have the same definitions as in the AGREEMENT and form an integral part of this amendment.

1.2 The following definitions apply for the purposes of this amendment, it being understood when permitted by context that the singular shall be considered to include the plural and vice versa:

1.2.1 By “I-SceI and/or I-Spom I” the Parties agree to mean the technologies claimed by the AGREEMENT PATENTS of LICENSE AGREEMENT no. C-00061901 signed between the Parties.

1.2.2 By “PGN”, the Parties agree to mean the technologies claimed by the AGREEMENT PATENTS of LICENSE AGREEMENT no. C-00061906 signed between the Parties.

1.2.3 By “Xxxxxxxx”, the Parties agree to mean the technologies claimed by the AGREEMENT PATENTS of LICENSE AGREEMENT no. C-00061905 signed between the Parties.

ARTICLE 2

Article 1.3 of the AGREEMENT is modified by the following provisions, which supersede all previous provisions of the same article:

1.3 FIELD

The FIELD of the AGREEMENT covers the field of homologous recombination applied to all genes other than those of cytokines, hormones and human growth factors.

This exclusion does not apply in either of the following cases:

(i) As part of the creation of test animals used as a research and medication screening and validation tool;

(ii) As part of use combined with the PGN patents on the one hand and I-SceI and/or I-Spom I and/or Xxxxxxxx on the other hand, excluding applications for Erythropoietin (EPO).

ARTICLE 3

Under this Amendment, the LICENSEE will pay the LICENSOR on the date of signing of this amendment a fixed, non-refundable and non-deductible payment of [***].

ARTICLE 4

This amendment will enter into force on the date of its signature.

The AGREEMENT’s other provisions remain unchanged and in force between the Parties.

Signed in Paris on [Handwritten text: June 24, 2004]

in 2 original copies.

CELLECTIS INSTITUT PASTEUR

[***] CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

Received on July 2, 2004

INSTITUT XXXXXXX		Xxxxx, July 1, 2004
Technology Transfer Department		Xxx. Xxxxxxxx Xxxxxxxxx-Bressag
		Business Development
		CELLECTIS SA
		000 xxxxx xx Xxxxx
		00000 XXXXXXXXXXX CEDEX

Our ref.:		JPS-CPT/138-04
Your ref.:		BD_COU_040625_I
From:		Xxxxxxxxx Xxxx		Telephone:		[***]
				Fax:		[***]
				Email:		[***]

Case handled by: Xxxx-Xxxxxx Saintouil

SUBJECT: Amendment no. 2 to patent licensing contract no. C-00061906

Dear Madam,

Please find attached an original copy of Amendment no. 2 to Patent Licensing Contract no. C-00061906 signed by Messrs. X. Xxxxxxxx and X. Xxxxxx.

Please accept our most distinguished regards.

Xxxxxxxxx Xxxx

Marketing Assistant

Department of Business Development and Industrial Partnerships

00-00 xxx xx Xxxxxxx Xxxx

00000 Xxxxx cedex 15

Telephone: [***]

[***] CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.