Defined Terms Location. Additional Bluebird IP Section 10.7(a) Allowable Expenses Appendix F Allocable Manufacturing Overhead Appendix D Allocable Overhead Appendix F [***] [***] Bluebird Indemnitees Section 11.6(a) Budgeted U.S. Development Costs Section 4.3 Business Acquisition Section 10.4 Business Party Section 10.4 Business Program Section 10.4 CCPS Agreement Term Section 12.1 Celgene Indemnitees Section 11.6(b) CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Defined Terms Location Commercial Supplies Appendix D Competitive Infringement Section 14.1 [***] Cost of Goods Sold or COGS Appendix F [***] Development & U.S. Commercialization Program Section 8.3(a) Distribution Costs Appendix F Elected Candidate Appendix A Fully Burdened Manufacturing Cost Appendix D Gross Profit Appendix F Gross Sales Appendix F Indemnification Claim Notice Section 11.6(c) Indemnified Party Section 11.6(c) Information Request Section 5.6(g) JGC Section 3.1(a) Joint IP Section 12.2 Losses Section 11.6(a) Major EU Countries Section 1.21 Manufacturing and Supply Agreement Section 7.4(b)(ii) Marketing Costs Appendix F Milestone Event Section 11.2(a) Milestone Payment Section 11.2(a) Modified Licensed Product Section 1.24 [***] Operating Profits or Losses Appendix F Other Operating Income/Expense Appendix F Profit & Loss Share Section 11.4 ROW Post-Approval Manufacturing Plan Section 7.3 Sales Costs Appendix F Sales Returns and Allowances Appendix F Solely Owned IP Section 12.1 Specific Patent Section 13.3 Third Party Claims Section 11.6(a) U.S. Administration Liabilities Section 16.8 U.S. Development Costs Appendix F
Defined Terms Location. Business Party Section 10.4 Business Program Section 10.4 CCPS Agreement Preamble CCPS Agreement Effective Date Preamble CCPS Agreement Term Section 17.1 Celgene Preamble Celgene Corp Preamble Celgene Europe Preamble Certain information indicated with [***] in this document has been omitted from this exhibit because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. Celgene Indemnitees Section 16.7(b) Celgene Licensed IP Section 1.9 Celgene Licensed Product In-License Section 1.11 Celgene Licensed Product In-Licensed IP Section 1.12 Celgene Other In-License Section 1.14 Celgene Regulatory Rights Section 1.15 Celgene Technology Section 1.16 Clinical Study Section 1.17 Co-Co In Licenses Section 8.1 Combination Product Section 1.36 Commercialization Section 1.18 Commercially Reasonable Efforts Section 1.19 Competitive Infringement Section 14.1 Control Section 1.20 Cost of Goods Sold or COGS Appendix F Covers Section 1.21 Development & U.S. Commercialization Program Section 8.3(a) Distribution Costs Appendix F Elected Candidate Appendix A EU Section 1.23 EU Regulatory Event Section 1.24 Field Section 1.25 First Commercial Sale Section 1.26 First Indication Section 1.27 Fully Burdened Manufacturing Cost Appendix I GAAP Section 1.28 Gene Editing Section 1.31 Gross Profit Appendix F Gross Sales Appendix F In-License Payment Section 1.32
Defined Terms Location. Additional IP Section 3.2(a) Allocable Manufacturing Overhead Appendix D [***] Biosimilar Product Competition Section 4.3(e) Bluebird Indemnitees Section 9.6(a) Business Acquisition Section 3.4 Business Party Section 3.4 Business Program Section 3.4 Celgene Indemnitees Section 9.6(b) Commercial Supplies Appendix D Competitive Infringement Section 7.1 Elected Candidate Appendix A Fully Burdened Manufacturing Cost Appendix D Indemnification Claim Notice Section 9.6(c) Indemnified Party Section 9.6(c) Joint IP Section 5.2 License Agreement Term Section 10.1 Losses Section 9.6(a) Major EU Countries Section 1.18 Manufacturing and Supply Agreement Section 2.4(c)(ii) Milestone Event Section 4.2 Milestone Payment Section 4.2 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
Defined Terms Location. Solely Owned IP Section 5.1 Specific Patent Section 6.3 Sublicensee Section 1.35 Third Party Claims Section 9.6(a) Valid Claim Section 1.37 Vector Supplies Section 1.38
Defined Terms Location. Indemnification Claim Notice Section 16.7(c) Indemnified Party Section 16.7(c) Information Request Section 5.6(g) JGC Section 3.1(a) Joint IP Section 12.2 Licensed IP Section 1.33 Licensed Product Section 1.34 Certain information indicated with [***] in this document has been omitted from this exhibit because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. Losses Section 16.7(a) Major EU Countries Section 1.24 Manufacturing Section 1.35 Manufacturing and Supply Agreement Section 7.4(b)(ii) Marketing Costs Appendix F Master Collaboration Agreement Preamble Milestone Event Section 11.2(a) Milestone Payment Section 11.2(a) Modified Licensed Product Section 1.34 Net Sales Section 1.36 Operating Profits or Losses Appendix F Original MCA Preamble Other Operating Income/Expense Appendix F Party(ies) Preamble Profit & Loss Share Section 11.4 Pivotal Study Section 1.37 Regulatory Exclusivity Period Section 1.38 ROW Section 1.40 ROW Administration Section 1.41 ROW Development & Commercialization Program Section 1.42 ROW Development Plan Section 1.43 ROW Post-Approval Manufacturing Plan Section 7.3 Sales Costs Appendix F Sales Returns and Allowances Appendix F Second Indication Section 1.44 Solely Owned IP Section 12.1 Selling Party Section 1.45 Specific Patent Section 13.3 Sublicensee Section 1.46 Target Antigen Section 1.47 Third Party Claims Section 16.7(a) Certain information indicated with [***] in this document has been omitted from this exhibit because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential.
Defined Terms Location. Modified Licensed Product Section 1.21 [***] Solely Owned IP Section 5.1 Third Party Claims Section 9.6(a)
Defined Terms Location. Modified Licensed Product Section 1.21 Patent Challenge Section 10.2(b) Solely Owned IP Section 5.1 Third Party Claims Section 9.6(a)
Defined Terms Location. Additional Bluebird IP Section 10.7(a) Additional Payments Section 1.20 Allowable Expenses Appendix F Allocable Overhead Appendix F Applicable Bluebird In-License Section 1.1 Applicable New In-License Section 1.2 Applicable Pre-Existing In-License Section 1.3 Biosimilar Application Section Error! Reference source not found. Biosimilar Product Section 1.4 Bluebird Preamble Bluebird In-Licensed IP Section 1.5 Bluebird Indemnitees Section 16.7(a) Bluebird Licensed IP Section 1.6 Bluebird Regulatory Rights Section 1.7 Bluebird Technology Section 1.8 Budgeted U.S. Development Costs Section 4.3 Business Acquisition Section 10.4 CONFIDENTIAL TREATMENT REQUESTED BY BLUEBIRD BIO, INC. [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES ACT OF 1934, AS AMENDED Defined Terms Location Business Party Section 10.4 Business Program Section 10.4 CCPS Agreement Preamble CCPS Agreement Effective Date Preamble CCPS Agreement Term Section 17.1 Celgene Preamble Celgene Corp Preamble Celgene Europe Preamble Celgene Indemnitees Section 16.7(b) Celgene Licensed IP Section 1.9
Defined Terms Location in this Agreement ------------- --------------------------
Defined Terms Location. Additional Bluebird IP Section 10.7(a) Additional Payments Section 1.20 Allowable Expenses Appendix F Allocable Overhead Appendix F Applicable Bluebird In-License Section 1.1 Applicable New In-License Section 1.2 Applicable Pre-Existing In-License Section 1.3 Biosimilar Application Section Error! Reference source not found. Biosimilar Product Section 1.4 Bluebird Preamble Bluebird In-Licensed IP Section 1.5 Bluebird Indemnitees Section 16.7(a) Bluebird Licensed IP Section 1.6 Bluebird Regulatory Rights Section 1.7 Bluebird Technology Section 1.8 Budgeted U.S. Development Costs Section 4.3 Business Acquisition Section 10.4
