EX-4.2.2





 Exhibit 4.2.2 

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

BETWEEN: 
 L’Institut Pasteur, a public
interest foundation, 25, rue du Docteur Roux, 75015 Paris, represented by Mr. Jean Castex, adjunct General Manager for administration and finance, and by Mr. Christian POLICARD, 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 102, route de Noisy, 93235 Romainville cedex, represented by
Mr. André Choulika, 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 “Mulligan”, 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 Mulligan 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 50,000 EUROS ex tax. 

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














																	
								
		  		  		  		  		  		  		  	Received on July 2, 2004
							
	INSTITUT PASTEUR	  		  		  		  		  		  	Paris, July 1, 2004
					
	Technology Transfer Department	  		  	Mrs. Isabelle Pelletier-Bressag	  		  	
		  		  		  		  	Business Development	  		  	
		  		  		  		  	CELLECTIS SA	  		  	
		  		  		  		  	102 route de Noisy	  		  	
		  		  		  		  	93235 ROMAINVILLE CEDEX	  		  	
								
	Our ref.:	  	JPS-CPT/138-04	  		  		  		  		  		  	
	Your ref.:	  	BD_COU_040625_I	  		  		  		  		  		  	
						
	From:	  	Christine Phan	  	Telephone:	  	01.45.68.81.92	  		  	
		  		  		  	Fax:	  	01.40.61.37.32	  		  		  	
		  		  		  	Email:	  	cphan@pasteur.fr	  		  		  	

 Case handled by: Jean-Pierre 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.
C. Policard and J. Castex. 
 Please accept our most distinguished regards. 

Christine Phan 
 Marketing Assistant

 Department of Business Development and Industrial Partnerships 

25-26 rue du Docteur Roux 

75724 Paris cedex 15 
 Telephone: +33 (0)1 45 68 81 06