EX-10.3






Exhibit 10.3




SUBSCRIPTION AGREEMENT




This Subscription Agreement (this “Agreement”) made as of the 1st day of July, 2008, by
and between Cellectis S.A., a French société anonyme, the main office of which is located 102,
avenue Gaston Roussel, 93230 Romainville, France, registered with the registry of commerce and
companies of Bobigny under number 428 859 052, (the “Company”) and Regeneron Pharmaceuticals, Inc.,
a company incorporated under the law of New York, the main office of which is located 777 Old Saw
Mill River Road, Tarrytown, New York 10591 (the “Investor”) (the Company and the Investor shall be
sometimes hereinafter individually referred to as a “Party” and collectively as the “Parties”).



WHEREAS, pursuant to the terms and subject to the conditions set forth in this Agreement, the
Company desires to issue to the Investor, and the Investor desires to subscribe from the Company,
certain ordinary shares of the Company (the “Investment”),



NOW THEREFORE, the Investor and the Company agree as follows:




	1.	 	the Investment






	 	1.1.	 	Subject to the prior approval of the board of directors (conseil
d’administration) (the “Board”) and extraordinary general meeting of the shareholders of
the Company (the “EGM”), the Investment will be completed by means of the issuance and
subscription of a number of 368,301 ordinary shares of the Company (the “Ordinary
Shares”) with a par value of EUR 0.05 each at a price of EUR 8.63 per share (the
“Subscription Price”), representing a total investment of EUR 3,178,437.63 (issue
premium included).
	 
	 	1.2.	 	Subject to the prior approval of the Board, the EGM shall be held no later than
October 30, 2008 in order to decide the issuance of the Ordinary Shares, with a waiver
of the shareholders’ preemptive rights (droits préférentiels de souscription) in favour
of the Investor, at the Subscription Price, in accordance with applicable French law.
	 
	 	1.3.	 	The Investor hereby undertakes to subscribe the Ordinary Shares and to pay in
full the Subscription Price within a week of the EGM, provided that such subscription
shall take place on November 7 2008 at the latest.
	 
	 	 	 	The Subscription Price will be fully paid up in cash by wire transfer to the
Company’s bank account which details shall be provided by the Company to the
Investor at the latest 7 days before the EGM. The issuance of the Ordinary Shares
will occur at the date of the certificate established by the depositary of the
funds (the “Issuance Date”).
	 
	 	1.4.	 	The Ordinary Shares will be issued in dematerialized form. Title to the Ordinary
Shares will be evidenced in accordance with Article L. 211-4 of the French Code
monétaire et financier by book-entries (inscription en compte) in the books of Société
Générale acting as account holder.
	 
	 	1.5.	 	Upon issue, the Ordinary Shares will be recorded in the books of




 









 






	 	 	 	Société Générale in the name of the Investor’s financial intermediary. Details of
the Investor’s financial intermediary’s account shall be provided by the Investor
to the Company at the latest 7 days before the EGM.






	2.	 	Listing and Clearing
	 
	 	 	The Company undertakes (i) to apply in due course to NYSE Euronext for the Ordinary Shares to
be admitted to trading on the Alternext market of NYSE Euronext with effect from the Issuance
Date, and (ii) to make an application for the admission of the Ordinary Shares to the
clearing systems operated by Euroclear France, Euroclear and Clearstream.
	 
	3.	 	Representations and Warranties of the Investor
	 
	 	 	The Investor hereby represents and warrants to the Company that the statements in this
Section 3 are true and correct as of the date hereof and will confirm to the Company on the
Issuance Date that such representations are still true and correct:






	 	3.1.	 	The Investor is aware that the Ordinary Shares purchased hereunder are not being
offered pursuant to a prospectus or similar document, are “restricted securities” under
US securities laws and may not be resold in the United States without registration or an
exemption therefrom.
	 
	 	3.2.	 	All actions on the part of the Investor necessary for the authorization execution
and performance by the Investor of this Agreement have been duly taken and this
Agreement is a legal, valid, and binding obligation, enforceable as to the Investor in
accordance with its terms except to the extent limited by applicable bankruptcy,
insolvency, reorganization, moratorium and similar laws of general application related
to the enforcement of creditor’s rights generally.
	 
	 	3.3.	 	The Investor acknowledges that neither the Company nor any director, officer,
shareholder, advisor, agent or affiliate of the Company has made any representations or
warranties with respect to the Company or the Ordinary Shares, except for the
representations and warranties of the Company set out in Section 4 below.
	 
	 	3.4.	 	The Investor is an “accredited investor” as defined in rule 501 under the US
Securities Act of 1933, as amended.
	 
	 	3.5.	 	The Investor is acquiring the Ordinary Shares for investment purposes and not
with a view to any distribution thereof in violation of any applicable securities laws.
The Investor has no arrangement or understanding with any person to sell, distribute,
grant participations in or otherwise transfer the Ordinary Shares.
	 
	 	3.6.	 	The Investor represents that it can bear the economic risk of its investment, it
has such knowledge and experience in financial or business matters and it is capable of
evaluating the merits and risks of the investment in the shares hereunder.




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	4.	 	Representations and Warranties of The Company
	 
	 	 	The Company represents and warrants to the Investor that the statements contained in this
Section 4 are true and correct as of the date hereof:






	 	4.1.	 	The Company is duly organized and validly existing under the laws of the
République française, and has all requisite power and authority to execute and deliver
this Agreement and to consummate the transactions contemplated hereby.
	 
	 	4.2.	 	If and when issued, the Ordinary Shares shall have the rights, restrictions and
privileges as shall be set forth from time to time in the Articles of Association of the
Company. The current articles of association of the Company (statuts) are attached as an
Exhibit hereto.
	 
	 	4.3.	 	The issue of the Ordinary Shares, the entering by the Company into this Agreement
and the consummation of the transactions contemplated hereby and compliance with their
terms do not violate, conflict with or result in a breach of any terms, conditions or
provisions of any deed, agreement, mortgage or other instrument to which the Company or
any of its subsidiaries is a party.






	5.	 	Conditions precedent






	 	5.1.	 	The obligations of the Investor to subscribe and pay for the Ordinary Shares are
conditional upon:






	 	-	 	there having been, as at the Issuance Date, no event making
any of the representations, warranties and undertakings contained in Clauses
2 and 4 hereof untrue or incorrect in any material respect on the Issuance
Date as though they had been given on such date; and
	 
	 	-	 	the issuance of the Ordinary Shares having been approved
and decided at and by the EGM in accordance with applicable French law.






	6.	 	Confidentiality
	 
	 	 	The Investor understands and agrees that, since the Company is listed on the Alternext market
of NYSE Euronext and the Investor may have access to inside information, the Investor must
comply with applicable securities laws and regulations, which provide, in particular, that
certain uses of inside information, communication of inside information or manipulation of
the market price of listed securities constitute an offence.
	 
	 	 	The Investor undertakes to the Company that any confidential information concerning the
Company which comes into the Investor’s possession or to the Investor’s attention will be
kept in the strictest confidence and will not, without the prior written consent of the
Company, be used by the Investor or be disclosed to, or discussed with, any third party
whatsoever. The above undertaking of confidentiality will not apply to information which is
in the public domain at the




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	 	 	time of disclosure or subsequently becomes part of the public domain, except by breach by the
Investor of its obligations, is received from a third party who is not under an obligation of
confidentiality to the Company or is independently developed without the use of confidential
information received from the Company.
	 
	7.	 	Fees and Expenses
	 
	 	 	Each of the Parties hereto shall each bear its own expenses and legal fees incurred by it or
on its behalf with respect to this Agreement and the transactions contemplated hereby.
	 
	8.	 	Notices






	 	8.1.	 	All notices hereunder will be in writing, mailed registered or certified mail,
postage prepaid, addressed to the parties at their respective addresses as set out in
the preamble to this Agreement, or transmitted by courier, facsimile or e-mail or other
reliable method of transmission.
	 
	 	8.2.	 	Notices will be deemed received by the receiving party within seven (7) days of
mailing, if mailed, within three (3) days of sending, if sent by courier, when actually
delivered by hand, if so delivered, and on the first business day (at the receiving end)
following transmission, if transmitted by facsimile or e-mail with confirmation of
receipt.






	9.	 	Assignment
	 
	 	 	The provisions of this Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns, provided that the Investor may
not pledge, assign, delegate or otherwise transfer any of the its rights or obligations under
this Agreement.
	 
	10.	 	Termination
	 
	 	 	This Agreement shall automatically terminate if the Ordinary Shares have not been duly issued
on November 7, 2008 at the latest.
	 
	11.	 	Entire Agreement and Amendment
	 
	 	 	This Agreement constitutes the entire agreement between the Parties with respect to the
subject matter hereof and contains all of the promises, undertakings, and other
representations made by the parties to each other prior to its execution, all of which are
merged herein.
	 
	 	 	This Agreement shall prevail over any prior agreement, understanding, promise or undertaking
of the parties with respect to the subject matter hereof, all of which are merged herein. No
subsequent amendment to this Agreement will be of any effect unless executed in writing and
signed by the Parties.




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	12. Governing Law; Jurisdiction. 
	 
	 	 	This Agreement shall be governed by and construed according to the laws of the République
française without regard to the conflict of laws provisions thereof. The Parties irrevocably
agree that the commercial court (tribunal de commerce) of Paris shall have exclusive
jurisdiction to resolve any dispute or claim of whatever nature arising out of or relating
to this Agreement.





IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first appearing above:



CELLECTIS S. A.




By: /s/ André Choulika




Name: André Choulika




Title: Directeur Général




REGENERON PHARMACEUTICALS, INC.




By: /s/ Stuart Kolinski




Name: Stuart Kolinski




Title: General Counsel




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Exhibit




Articles of association (statuts) of the Company




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