Special Provisions for Merger Transactions. Notwithstanding anything to the contrary herein or in the Equity Definitions:

Notwithstanding anything to the contrary herein or in the Notes, if a Purchaser converts a Note and:

If Tenant assumes this Lease and proposes to assign the same pursuant to the provisions of the Bankruptcy Code, 11 U.S.C. 101 et seq. (the “Bankruptcy Code”), to any person or entity who shall have made a bona fide offer to accept an assignment of this Lease on terms acceptable to Tenant, then notice of such proposed assignment, setting forth # the name and address of such person, # all of the terms and conditions of such offer, and # the adequate assurance to be provided Landlord to assure such person's future performance under the Lease, including, without limitation, the assurance referred to in Section 365(b)(3) of the Bankruptcy Code, shall be given to Landlord by Tenant no later than twenty (20) days after receipt by Tenant, but in any event no later than ten (10) days prior to the date that Tenant shall make application to a court of competent jurisdiction for authority and approval to enter into such assignment and assumption, and Landlord shall thereupon have the prior right and option, to be exercised by notice to Tenant given at any time prior to the effective date of such proposed assignment, to accept an assignment of this Lease upon the same terms and conditions and for the same consideration, if any, as the bona fide offer made by such person, less any brokerage commissions which may be payable out of the consideration to be paid by such person the assignment of this Lease.

Special Luxembourg Provisions. Without prejudice to the generality of any provision of this Agreement, to the extent this Agreement relates to any Loans Parties incorporated under the laws of Luxembourg, a reference to: # a winding-up, administration, liquidation or dissolution includes, bankruptcy (faillite), insolvency, voluntary or judicial liquidation (liquidation volontaire ou judiciaire), composition with creditors (concordat préventif de la faillite), reprieve from payment (sursis de paiement), controlled management (gestion contrôlée), fraudulent conveyance (action paulienne), general settlement with creditors, reorganisation or similar laws affecting the rights of creditors generally; # a receiver, administrative receiver, administrator or the like includes, a juge délégué, commissaire, juge-commissaire, liquidateur or curateur; # a security interest includes any hypothèque, nantissement, gage, privilège, sûreté réelle, droit de rétention and any type of real security or agreement or arrangement having a similar effect and any transfer of title by way of security; # a person being unable to pay its debts or admitting inability to pay its debts includes that person being in a state of cessation of payments (cessation de paiements).

A party must not make or authorise a press release or public announcement relating to the negotiations of the parties or the subject matter or provisions of this agreement unless it has the prior written approval of the Purchaser and the Vendor. Notwithstanding the foregoing, Vendor acknowledges and agrees that:

Subject to clause 17.1.2, neither party shall make any announcement to shareholders, employees, customers or suppliers, or to securities markets or other authorities or to the media or otherwise, regarding the subject-matter of this Agreement or any term or provision of it without the prior written approval of the other party to this Agreement.

Announcements. Except as may be expressly permitted under Section 7.2.3, neither Party will make any public announcement regarding this Agreement without the prior written approval of the other Party. For the sake of clarity, nothing in this Agreement will prevent # either Party from making any public disclosure relating to this Agreement if the contents of such public disclosure have previously been made public other than through a breach of this Agreement by the issuing Party or its Affiliates; # Allogene from making any scientific publication or public announcement with respect to any Allogene Licensed Product Targeting such Allogene Target under this Agreement; provided, however, that, except as permitted under Section 7.2, Allogene will not disclose any of [[Cellectis:Organization]]’ Confidential Information in any such publication or announcement without obtaining [[Cellectis:Organization]]’ prior written consent to do so and # [[Cellectis:Organization]] from making any scientific publication or public announcement with respect to any [[Cellectis:Organization]] Licensed Product Targeting such [[Cellectis:Organization]] Program Target under this Agreement; provided, however, that, except as permitted under Section 7.2, [[Cellectis:Organization]] will not disclose any of Allogene’s Confidential Information in any such publication or announcement without obtaining Allogene’s prior written consent to do so.

Announcements. The Parties will jointly issue a press release, in the form attached hereto as [Exhibit D], regarding the signing of this Agreement on a date to be determined by the Parties within four (4) days following the Effective Date. Except as set forth in the preceding sentence and as may be expressly permitted under [Section 10.3], or as required to comply with Applicable Law (including the rules and regulations promulgated by the United States Securities and Exchange Commission or any equivalent governmental agency in any country in the Territory), neither Party will make any public announcement regarding this Agreement without the prior written approval of the other Party.

Announcements. The Parties will jointly issue a press release, in a form mutually agreed by the Parties in good faith, regarding the signing of this Agreement on a date to be determined by the Parties within ​ Business Days following the Effective Date. Except as set forth in the preceding sentence and as may be expressly permitted under Section 11.3 or this Section 11.5.2, or as required to comply with Applicable Law (including the rules and regulations promulgated by the United States Securities and Exchange Commission or any equivalent governmental agency in any country in the Territory), neither Party will make any public announcement regarding this Agreement without the prior written approval of the other Party. For the sake of clarity, nothing in this Agreement will prevent # ​ from making any scientific publication or public announcement concerning ​ Research, Development, Manufacture or Commercialization activities with respect to any Product under this Agreement; provided, however, that, except as permitted under Section 11.2, ​ will not disclose any of ​ Confidential Information in any such publication or announcement without obtaining ​ prior written consent to do so; and # ​ from making any # scientific publication concerning ​ activities arising from, relating to or otherwise in connection ​; and # public announcement or statement (including an Internet posting) regarding the identity of the Products, the nature of the collaboration of the Parties contemplated by this Agreement and the nature of each Party’s activities under this Agreement and the transactions contemplated hereby, in each case of this [clause (B)], to the extent previously publicly disclosed by ​ or as otherwise permitted under Section 11.3 or Section 11.5.4; provided, however, that # except as permitted under Section 11.2, ​ will not disclose any of ​ Confidential Information in any such publication, announcement, statement or Internet posting and # except as permitted under Section 11.2 or Section 11.5.4, ​ will not disclose any information related to the Research, Development, Manufacture or Commercialization of Products in any such publication, announcement, statement or Internet posting, in each case ((x) and (y)), without obtaining ​ prior written consent to do so.

Announcements. Neither Party shall, without the prior written consent of the other Party (which consent shall not be unreasonably delayed, conditioned or withheld), make any announcement or public statement, or make any other form of public disclosure (including, without limitation, the issuing of a press release) relating to or concerning this Agreement or any of the provisions hereof; provided, however, that any Party may make any announcement or public disclosure required by Applicable Law (including, without limitation, federal and state securities laws) or the rules and regulations of any applicable securities exchange on which the securities of such Party or its Affiliates may then be traded.