Certain U.S. Tax Elections. Notwithstanding any provision in this Agreement to the contrary, Buyer shall be entitled to make or cause to be made, in its sole discretion, an election under Code [section 338(g)] with respect to any one or more or all of the Group Companies that are classified as “corporations” for U.S. tax purposes (each, a “[Section 338(g)] Election”) provided, however, that any Tax or other Liability resulting from a 338(g) Election shall be the sole responsibility of the Buyer and the Sellers shall have no obligation or liability with respect to such Tax or Liability, including, but not limited to, any indemnification obligation pursuant to [Section 11] herein. The Sellers shall cooperate as reasonably requested by Buyer in the making of any [Section 338(g)] Election. Except to the extent otherwise required pursuant to a “determination” within the meaning of Code [section 1313(a)], the Buyer and the Sellers shall, and shall cause their respective Affiliates to: # file all Tax Returns, if any, in a manner not inconsistent with each [Section 338(g)] Election, and # take no position contrary thereto in connection with any proceeding with respect to Taxes.

Certain U.S. Tax Matters. The Parties intend that, for U.S. federal income tax purposes, the license under this Agreement (and the rights transferred upon exercise of the options under this Agreement) represent a sale of intellectual property (i.e., a transfer of all substantial rights in respect of intellectual property as determined for U.S. federal income tax purposes). ​

U.S. Commercialization Budget. The U.S. Commercialization Plan shall include a ​ rolling budget for Allowable Expenses to be incurred by the Parties in conducting Commercialization activities for the Profit Share Product in the U.S. pursuant to the U.S. Commercialization Plan during ​ the “U.S. Commercialization Budget”). The U.S. Commercialization Budget shall include budgeted amounts for Commercial FTE Costs and Out-of-Pocket Expenses, broken down by Calendar Quarter for ​, for Commercialization activities in the U.S. and a breakout of costs by functional area or category, as determined by the USJCC in conjunction with the JFC. The ​ of the U.S. Commercialization Budget ​ to the extent provided in the Financial Exhibit, and the ​ shall serve as ​ (subject to any other applicable restrictions in this Exhibit). Each U.S. Commercialization Budget shall also include an annual amount for strategic commercial efforts that will be undertaken by Janssen and its Affiliates at the global team level in accordance with the global commercialization strategy described in [Section 5.1.2(e)], of which ​ percent (​) shall be allocable to the U.S. (the “Allocable Global Costs”).

U.S. Commercialization Reports. In advance of each meeting of the USJCC, unless otherwise agreed between the Parties, each Party will provide to the USJCC a ​.

U.S. Pricing Matters. Janssen shall be solely responsible for and have sole authority with respect to the prices charged and discounts, rebates and other sale and reimbursement terms and conditions for the Profit Share Products in the U.S. Janssen shall keep Fate reasonably informed through the USJCC of such matters. ​.

U.S. Recalls. Janssen shall decide, in its sole discretion, whether to conduct a recall of any Profit Share Product in the U.S. and shall have sole discretion to determine the manner in which any such recall shall be conducted. Janssen shall notify Fate prior to commencing any recall and shall in good faith take into account any reasonable suggestions made by Fate in respect of such recall.

U.S. Medical Inquiries. Janssen shall handle all medical questions or inquiries from members of the medical profession in the U.S. regarding the Profit Share Products. Janssen shall keep Fate reasonably informed through the USJCC of any material medical question or inquiry from members of the medical profession in the U.S. regarding the Profit Share Products.

U.S. Pre-Tax Profits and Losses. In partial consideration for the licenses granted by Fate to Janssen in accordance with [Section 5.1.2] of the Agreement with respect to the Profit Share Product, the Parties shall share in U.S. Pre-Tax Profits and Losses as follows: Fate shall bear (and be entitled to) ​, and Janssen shall bear (and be entitled to) ​. The U.S. Pre-Tax Profits and Losses shall be calculated as set forth in the Financial Exhibit.

[U.S. QFC Stay Rules. The parties agree that # to the extent that prior to the date hereof both parties have adhered to the 2018 ISDA U.S. Resolution Stay Protocol (the “Protocol”), the terms of the Protocol are incorporated into and form a part of the Agreement, and for such purposes the Agreement shall be deemed a Protocol Covered Agreement and each party shall be deemed to have the same status as Regulated Entity and/or Adhering Party as applicable to it under the Protocol; # to the extent that prior to the date hereof the parties have executed a separate agreement the effect of which is to amend the qualified financial contracts between them to conform with the requirements of the QFC Stay Rules (the “Bilateral Agreement”), the terms of the Bilateral Agreement are incorporated into and form a part of the Agreement and each party shall be deemed to have the status of “Covered Entity” or “Counterparty Entity” (or other similar term) as applicable to it under the Bilateral Agreement; or # if clause (i) and clause (ii) do not apply, the terms of Section 1 and Section 2 and the related defined terms (together, the “Bilateral Terms”) of the form of bilateral template entitled “Full-Length Omnibus (for use between U.S. G-SIBs and Corporate Groups)” published by ISDA on November 2, 2018 (currently available on the 2018 ISDA U.S. Resolution Stay Protocol page at www.isda.org and, a copy of which is available upon request), the effect of which is to amend the qualified financial contracts between the parties thereto to conform with the requirements of the QFC Stay Rules, are hereby incorporated into and form a part of the Agreement, and for such purposes the Agreement shall be deemed a “Covered Agreement,” Dealer shall be deemed a “Covered Entity” and Dealer shall be deemed a “Counterparty Entity.” In the event that, after the date of the Agreement, both parties hereto become adhering parties to the Protocol, the terms of the Protocol will replace the terms of this Section 8(x) of the Confirmation. In the event of any inconsistencies between the Agreement and the terms of the Protocol, the Bilateral Agreement or the Bilateral Terms (each, the “QFC Stay Terms”), as applicable, the QFC Stay Terms will govern. Terms used in this paragraph without definition shall have the meanings assigned to them under the QFC Stay Rules. For purposes of this paragraph, references to “the Agreement” include any related credit enhancements entered into between the parties or provided by one to the other. In addition, the parties agree that the terms of this paragraph shall be incorporated into any related covered affiliate credit enhancements, with all references to Dealer Parent replaced by references to the covered affiliate support provider.“QFC Stay Rules” means the regulations codified at 12 C.F.R. 252.2, 252.81–8, 12 C.F.R. 382.1-7 and 12 C.F.R. 47.1-8, which, subject to limited exceptions, require an express recognition of the stay-and-transfer powers of the FDIC under the Federal Deposit Insurance Act and the Orderly Liquidation Authority under Title II of the Dodd Frank Wall Street Reform and Consumer Protection Act and the override of default rights related directly or indirectly to the entry of an affiliate into certain insolvency proceedings and any restrictions on the transfer of any covered affiliate credit enhancements.]

U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.