U.S. Real Property Holding Corporation. The Company is not and has never been a United States 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.

U.K. Lender Status Confirmation. Each U.K. Lender which becomes a U.K. Lender on the date of this Agreement confirms that, at the date of this Agreement, it is a U.K. Qualifying Lender. Each U.K. Lender which becomes a U.K. Lender after the date of this Agreement shall indicate, in the Assignment and Assumption which it executes on becoming a party, which of the following categories it falls within:

U.K. Tax Indemnity. The U.K. Borrower shall (within the later of # 10 days of demand therefor and # three (3) Business Days before the relevant loss, liability or cost will be suffered) pay to a U.K. Lender or the Administrative Agent an amount equal to the loss, liability or cost that such U.K. Lender or the Administrative Agent (as applicable) determines in its reasonable discretion has been (directly or indirectly) suffered by such U.K. Lender or the Administrative Agent, as applicable, for or on account of any Tax in respect of the U.K. Facility. Notwithstanding the foregoing, this [Section 3.02(I)(e)] shall not apply:

U.S. Administration Liabilities. In the event that either Party # incurs any Losses in connection with a Third Party Claim for personal injury or death caused by the use of Licensed Product for U.S. Administration, or # is required to make payments to any Third Party in order to acquire a license or other rights under Patents or Know-How necessary for the Development, Manufacture or Commercialization of Licensed Product for U.S. Administration (collectively, “U.S. Administration Liabilities”), such U.S. Administrative Losses arising from or occurring as a result of the performance, in good faith, of the Development, Manufacture or Commercialization of Licensed Product for U.S. Administration in accordance with this CCPS Agreement will be charged to such Party’s Operating Profit or Loss under the Profit & Loss Share, provided that Operating Profit or Loss will not include U.S. Administration Liabilities of a Party or its Affiliates: # that are caused by a breach of this CCPS Agreement by such Party or its Affiliates; # incurred with respect to or allocable to products other than Licensed Product for U.S. Administration; or # that are subject to indemnification by such Party pursuant to [Section 16.7] (and for clarity, if a Third Party makes a Third Party Claim directly against Bluebird (or any of its Affiliates) or [[Celgene Corp:Organization]] (or any of its Affiliates), respectively, that would otherwise be indemnified by Bluebird or [[Celgene Corp:Organization]], respectively, if such Third Party Claim had been made against the other Party (or any of its Affiliates), then U.S. Administration Liabilities incurred by Bluebird or [[Celgene Corp:Organization]] in connection with such direct Third Party Claim will not be included in the calculation of Operating Profit or Loss).

U.S. dollars, Canadian dollars, euros, pound sterling, any national currency of any participating member state in the European Union or local currencies held from time to time in the ordinary course of business;

U.S. dollars, Sterling, Euro, or, in the case of any Foreign Subsidiary, such local currencies held by it from time to time in the ordinary course of business;

“U.S. Co-Commercialization Agreement” has the meaning set forth in [Section 6.2].

“U.S. Development” means, with respect to the Profit-Share Product, Development activities intended to support the filing of an MAA (including any supplement or amendment thereto) for the Profit-Share Product in the U.S.

U.S. and ex-U.S. patents that issue from or claim priority to any applications in (a), but not including claims in continuation-in-part applications or patents except to the extent provided in # below;

“U.S. Treasury Regulations” means the Treasury regulations of the Code. Reference to a specific Treasury Regulation will include such Treasury Regulation, the section of the Code under which such regulation was promulgated, and any comparable provision of any future legislation or regulation amending, supplementing, or superseding such Section or regulation.