such Licensed Product for use in Commercialization in the Profit-Sharing Territory shall be included in the definition of Pre-Tax Profit or Loss.

Pre-Tax Profit or Loss. Subject to [Section 6.7] (ITEOS Opt-Out), in partial consideration for the licenses granted to GSK under Section 9.1 (License Grant to GSK), the Parties shall share, on a Licensed Product–by–Licensed Product basis, the Pre-Tax Profit or Loss in the Profit-Sharing Territory with respect to the Licensed Antibodies and Licensed Products, as follows: ITEOS shall bear (and be entitled to) fifty percent (50%), and GSK shall bear (and be entitled to) fifty percent (50%), commencing in the earlier to occur of the first Calendar Quarter in which either Party incurs any Allowable Expenses or the First Commercial Sale of a Licensed Product occurs in the Profit-Sharing Territory (the “Cost Share Start Date”) and continuing until the Cost Share End Date. Procedures for reporting, quarterly reconciliation and other finance and accounting matters will be as set forth in this Section 8.3 (Pre-Tax Profit or Loss Sharing) and the Pre-Tax Profit or Loss Schedule. Any Balancing Payment made by GSK to ITEOS to effectuate the sharing of Pre-Tax Profit or Loss in the Profit-Sharing Territory set forth in this [Section 8.3.1] (Pre-Tax Profit or Loss) will be considered a royalty paid in partial consideration for the licenses granted to GSK under Section 9.1 (License Grant to GSK) hereunder, and any Balancing Payment made by ITEOS to GSK to effectuate the sharing of Pre-Tax Profit or Loss in the Profit-Sharing Territory set forth in this [Section 8.3.1] (Pre-Tax Profit or Loss) will be considered a royalty rebate paid by ITEOS.

Termination of the Profit & Loss Share. Bluebird will have the right to terminate the Profit & Loss Share by delivering written notice to [[Celgene Corp:Organization]], such termination to be effective ​ following the date of such notice. Promptly following such notice, the Parties will enter into a license agreement with respect to the United States and the ROW, which agreement will be substantially identical to the License Agreement, with such changes that the Parties may, acting reasonably, mutually agree are required in order to address any specific facts or circumstances existing at the time of such termination. The Parties will enter into such license agreement no later than the effective date of such termination and, if such license agreement is not entered into prior the expiration of such ​, upon execution, the effective date of such license agreement will be deemed to be the effective date of such termination. For clarity, # termination of the Profit & Loss Share pursuant to this [Section 17.2(c)] will not release Bluebird from any obligation or liability which, at the time of the effective date of such termination, has already accrued to [[Celgene Corp:Organization]] or which is attributable to a period prior to the effective date of such termination, and # any events that have already occurred before the effective date of such termination (such as achievement of any milestones) will not trigger any payment obligation by [[Celgene Corp:Organization]] to Bluebird under such executed license agreement (other than, for clarity, the Milestone Payment based on the Pivotal Study if not already paid or accrued under this CCPS Agreement).

23 ARTICLE 8: COMMISSIONS

Definition of Profit and Loss. “Profit” and “Loss” and any items of income, gain, expense, or loss referred to in this Agreement shall be determined in accordance with federal income tax accounting principles, as modified by Regulations [Section 1.704-1(b)(2)(iv)])], except that Profit and Loss shall not include items of income, gain and expense that are specially allocated pursuant to [Sections 5.1(b), 5.1(c), or 5.1(d)])])]. All allocations of income, Profit, gain, Loss and expense (and all items contained therein) for federal income tax purposes shall be identical to all allocations of such items set forth in this Section 5.1, except as otherwise required by Section 704(c) of the Code and Regulations [Section 1.704-1(b)(4)])]. The General Partner shall have the sole and absolute authority to elect the method to be used by the Partnership for allocating items of income, gain, and expense as required by Section 704(c) of the Code including a method that may result in a Partner receiving a disproportionately larger share of the Partnership tax depreciation deductions, and such election shall be binding on all Partners; provided, however, the Partnership shall allocate items of income, gain, loss and deduction with respect to the assets contributed to REIT I Operating Partnership pursuant to the Contribution and Exchange Agreement using the “traditional method” under Regulations Section 1.704-3(b))].

The Seller as controlling entity and the Company as controlled entity (at this time still acting under the name of Riverside KM Holding GmbH with registered seat in Munich) are parties to a profit and loss transfer agreement dated 5 December 2011 (the “PLTA”). The PLTA came into existence upon its registration with the formerly competent commercial register of the local court •of Munich under registration number [[Identifier]] 192526 on 8 December 2011. According to Section 6.3 of the PLTA, the PLTA may be terminated for good cause without a notice in case the controlling entity (i.e. the Seller) loses the majority of the voting rights in the share­ holder's meeting of the Company as a result of a disposal of the Company's shares to a third party.

Pre-Tax Profit or Loss. Subject to [Section 7.5], the Parties shall share in Pre-Tax Profit or Loss in the Profit-Sharing Territory solely with respect to MAT2A Products (subject to occurrence of the Option Closing Date) and WRN Products as follows: IDEAYA shall bear (and be entitled to) fifty percent (50%), and GSK shall bear (and be entitled to) fifty percent (50%), commencing with the First Commercial Sale of the applicable Licensed Product in the Profit-Sharing Territory and continuing for as long as the relevant Licensed Product continues to be sold by GSK, its Affiliates, and their Sublicensees in the Profit-Sharing Territory (the “Profit-Sharing Term”). Procedures for reporting, quarterly reconciliation and other finance and accounting matters will be as set forth in the Pre-Tax Profit or Loss Schedule.

Definition of Profit and Loss. “Profit” and “Loss” and any items of income, gain, expense or loss referred to in this Agreement means the net income, net loss or items thereof for the applicable period as determined for maintaining Capital Accounts, and shall be determined in accordance with U.S. federal income tax accounting principles, as modified by Regulations [Section 1.704-1(b)(2)(iv)])], except that Profit and Loss shall not include items of income, gain, loss and expense that are specially allocated pursuant to this Article 6 (other than [Section 6.1A] or [Section 6.1B]).

Calculation of Net Profit and Net Loss. In calculating Net Profit and Net Loss for the Product, no account shall be taken of any costs, expenses or activities conducted outside the scope of this Agreement, including with respect to the development and commercialization of other products, in or outside the Territory.

​ - Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.