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- S-4/A Registration of securities issued in business combination transactions
- 5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
- 10.9 Form of Indemnity Agreement by and Between Celularity and Its Directors and Officers
- 10.22 License Agreement, Dated August 15, 2017, by and Between Celgene Corporation and Anthrogenesis Corp
- 10.23 Agreement and Plan of Merger, Dated July 1, 2017, by and Among Celularity Inc., Clarity Acquisition Corp, Clarity Acquisition II LLC, Anthrogenesis Corporation and Celgene Corporation
- 10.24 Contingent Value Rights Agreement, Dated August 15, 2017, by and Between Celularity Inc. and the Holders Named Therein, As Amended by Amendment No. 1 to the Contingent Value Rights Agreement, Dated March 4, 2021
- 10.25 Investment Rights Agreement, Dated August 15, 2017, by and Between Celularity Inc. and Celgene Corporation As Amended by Amendment No. 1 to the Investment Rights Agreement, Dated March 4, 2021
- 10.26 License and Transfer Agreement, Dated September 30, 2020, by and Between Celularity Inc. and Sorrento Therapeutics, Inc., As Amended
- 10.27 Agreement and Plan of Merger, Dated August 22, 2018, by and Among Celularity Inc., Caricord Inc, CC Subsidiary, Inc. and Gregory L. Andrews
- 10.34 Stock Purchase Agreement, by and Between Celularity Inc. and DR. Andrew C. Von Eschenbach, Dated As of September 18, 2020
- 23.1 Consent of Independent Registered Public Accounting Firm of GX Acquisition Corp
- 23.2 Consent of Independent Registered Public Accounting Firm of Celularity Inc.
- 99.1 Form of Preliminary Proxy Card
- 28 Jun 21 EFFECT Notice of effectiveness
- 25 Jun 21 424B3 Prospectus supplement
- 22 Jun 21 S-4/A Registration of securities issued in business combination transactions (amended)
- 7 Jun 21 S-4/A Registration of securities issued in business combination transactions (amended)
- 23 Apr 21 S-4/A Registration of securities issued in business combination transactions (amended)
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29 Mar 21 S-4/A Registration of securities issued in business combination transactions (amended)
- 25 Jan 21 S-4 Registration of securities issued in business combination transactions
Exhibit 23.1
Independent Registered Public Accounting Firm’s Consent
We consent to the inclusion in this Registration Statement of GX Acquisition Corp. (the “Company’) on Amendment No. 1 to Form S-4 File No. 333-252402 of our report dated March 3, 2021, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern with respect to our audits of the financial statements of GX Acquisition Corp. as of December 31, 2020 and 2019 and for each of the two years in the period ended December 31, 2020, which report appears in the Prospectus, which is part of this Registration Statement. We also consent to the reference to our Firm under the heading “Experts” in such Prospectus.
/s/ Marcum llp
Marcum llp
New York, NY
March 29, 2021