Exhibit
10.24


 


CERTAIN CONFIDENTIAL
INFORMATION CONTAINED IN THIS DOCUMENT, MARKED

BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE

THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.


 

Execution Version

 


 


 


 


 


CONTINGENT VALUE RIGHTS AGREEMENT




by and between




CELULARITY INC.




and




the HOLDERS


 


 


Dated: August 15, 2017


 


 


 


 


 






     


    CERTAIN
                                         CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED 

                                         BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE 

                                         THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.


    

 


Table
of Contents


 


	 	 	 	Page
	 	 	 	 
	Article I DEFINITIONS	 	2
	 	Section 1.1	Definitions	 	2
	 	Section 1.2	Interpretation and Rules of Construction	 	4
	Article II CONTINGENT VALUE RIGHTS	 	5
	 	Section 2.1	CVRs	 	5
	 	Section 2.2	Transfer of CVRs	 	5
	 	Section 2.3	No Certificate; Registration; Registration of Transfer; Change of Address	 	6
	 	Section 2.4	Payment Procedures	 	6
	 	Section 2.5	No Voting, Dividends or Interest; No Equity or Ownership Interest	 	10
	 	Section 2.6	Company Programs; Accounting Records	 	10
	Article III MISCELLANEOUS	 	11
	 	Section 3.1	Notices	 	11
	 	Section 3.2	Entire Agreement	 	12
	 	Section 3.3	Successors and Assigns	 	12
	 	Section 3.4	Consent to Amendments; Waiver	 	12
	 	Section 3.5	No Third-Party Beneficiaries	 	12
	 	Section 3.6	Governing Law; Service of Process; Venue	 	12
	 	Section 3.7	Further Assurances	 	13
	 	Section 3.8	Severability	 	13
	 	Section 3.9	Counterparts	 	13
	 	Section 3.10	No Set Off	 	13
	 	Section 3.11	Time is of the Essence	 	13
	 	Section 3.12	No Strict Construction	 	13
	 	Section 3.13	Authorization of the Holders’ Representative	 	14
	 	Section 3.14	Tax Treatment	 	15


 






    i


    CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED 
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CONTINGENT VALUE RIGHTS AGREEMENT


 


THIS CONTINGENT VALUE
RIGHTS AGREEMENT, dated as of August 15, 2017 (this “Agreement”), is entered into by and between Celularity
Inc., a Delaware corporation (“Buyer”) and the Holders (as defined below).


 


RECITALS


 


WHEREAS, Buyer, Anthrogenisis
Corp., a New Jersey corporation (the “Company”), Celgene Corporation, a Delaware corporation (“Celgene”),
Clarity Acquisition Corp., a New Jersey corporation and a wholly owned subsidiary of Buyer, and Clarity Acquisition II LLC, a New
Jersey limited liability company and a wholly owned subsidiary of Buyer, have entered into an Agreement and Plan of Merger, dated
as of July 1, 2017 (as it may be amended, modified or supplemented from time to time, the “Merger Agreement”),
pursuant to which (a) Merger Sub 1 will be merged with and into the Company, with the Company continuing as the surviving entity
(“Merger One”) and (b) immediately following the consummation of Merger One, the Company will be merged
with and into Merger Sub 2, with Merger Sub 2 continuing as the surviving entity (“Merger Two” and together
with Merger One, the “Mergers”);


 


WHEREAS, pursuant to
the Merger Agreement, and in accordance with the terms and conditions thereof, Buyer has agreed to provide to Celgene the right
to receive contingent distributions from the Buyer (a) upon the achievement of certain regulatory and commercial milestones and
(b) in the form of contingent distributions based on Net Sales (as defined below), in each case, as hereinafter described in accordance
with the terms hereof and of the Merger Agreement;


 


WHEREAS, in connection
therewith, as part of the Merger Consideration to be paid by Buyer in respect of the Mergers, one (1) CVR (as defined below) is
hereby being issued by Buyer in respect of each Buyer Share (as defined in the Merger Agreement) to the holder thereof, which CVR
will be inseparable from the related Buyer Share except as otherwise provided pursuant to Section 2.2; and


 


WHEREAS, the parties
hereto have done all things necessary to make the CVRs, when issued pursuant to the Merger Agreement and hereunder, the valid obligations
of Buyer and to make this Agreement a valid and binding agreement of Buyer, in accordance with its terms.


 


NOW, THEREFORE, in
consideration of the premises and the consummation of the transactions referred to above, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, it is mutually covenanted and agreed, for the proportionate benefit
of all Holders (as defined below), as follows:


 






     


    CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED 
 BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE 
 THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.


    

 


Article
I



DEFINITIONS


 


Section
1.1 Definitions. Capitalized terms used
but not otherwise defined herein shall have the meanings ascribed thereto in the Merger Agreement. The following terms shall
have the meanings ascribed to them as follows:


 


“Agreement”
has the meaning set forth in the Preamble.


 


“Annual
Net Sales” means, [***].


 


“Celgene”
has the meaning set forth in the Recitals.


 


“Commercial
Milestone” has the meaning set forth in Section 2.4(d)(i).


 


“Commercial
Milestone Distributions” means, collectively, the First Commercial Milestone Distributions, the Second Commercial
Milestone Distributions and the Third Commercial Milestone Distributions.


 


“Commercial
Milestone Report” has the meaning set forth in Section 2.4(d)(i).


 


“Commercially
Reasonable Efforts” means, with respect to Buyer’s and its Affiliates’ obligations under this Agreement
to undertake research, Development, Manufacturing or Commercialization activities, as applicable, the [***] Develop and Commercialize
[***] the research, Development, Manufacturing or Commercialization of a similarly situated compound or product at a similar stage
of Development or Commercialization as the applicable Company Program Product, (a) taking into account issues of safety, efficacy,
product profile, the competitiveness of the marketplace, the proprietary position of the Company Programs, the regulatory structure
involved, profitability of the Company Programs and other relevant commercial factors, and (b) without taking into account any
other product, compound, or asset that is Developed, Commercialized, or Controlled by Buyer or its Affiliates.


 


“Company”
has the meaning set forth in the Recitals.


 


“CVR”
has the meaning set forth in Section 2.1.


 


“CVR Register”
has the meaning set forth in Section 2.3(b).


 


“Disputed
Amounts” has the meaning set forth in Section 2.4(d)(v).


 


“First
Commercial Milestone Distribution” means an amount equal to $[***] divided by the total number of CVRs
without interest thereon.


 


“First
Commercial Sale” means the first commercial sale in a given country of a Company Program Product by Buyer, the Company
or any of their respective Affiliates, distributors, licensees or agents to a third party in an arms’ length transaction
following receipt of applicable Regulatory Approval of such Company Program Product in such country. Sales for test marketing or
clinical trial purposes shall not constitute a First Commercial Sale.


 






    2


    CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED 
 BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE 
 THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.


    

 


“GAAP”
means United States generally accepted accounting principles as in effect from time to time, provided that, to the extent that
a Party adopts International Financial Reporting Standards (“IFRS”), then “GAAP”
means IFRS, consistently applied.


 


“Holder”
means, at the relevant time, a Person in whose name a CVR is registered in the CVR Register and who has executed this Agreement
or a joinder hereto.


 


“Holders’
Representative” has the meaning set forth in Section 3.13(a).


 


“Independent
Accountant” has the meaning set forth in Section 2.4(d)(v).


 


“IPO”
means the first firm commitment underwritten public offering of securities of Buyer pursuant to an effective registration statement
under the Securities Act of 1933, as amended (other than a registration statement relating to the sale of securities to employees
of Buyer pursuant to a stock option, stock purchase or similar plan or an SEC Rule 145 transaction).


 


“Marketing
Exclusivity” means, with respect to a Company Program Product and a particular country, that the Company Program
Product has been granted marketing exclusivity by a Regulatory Authority, whereby the Regulatory Authority has neither reviewed
nor approved a marketing authorization application or similar regulatory submission submitted by a Person other than the Company,
its Affiliates or licensees for another product containing the same active pharmaceutical ingredient as that which is contained
in such Company Program Product.


 


“Merger
Agreement” has the meaning set forth in the Recitals.


 


“Merger
One” has the meaning set forth in the Recitals.


 


“Merger
Two” has the meaning set forth in the Recitals.


 


“Mergers”
has the meaning set forth in the Recitals.


 


“Milestone
Distributions” means the Regulatory Milestone Distributions and the Commercial Milestone Distributions.


 


“Net Sales”
means [***].


 


“Quarterly
Progress Report” has the meaning set forth in Section 2.6(b).


 


“Regulatory
Milestone Distribution” means an amount equal to $[***] divided by the total number of CVRs, without interest
thereon.


 


“Review
Period” has the meaning set forth in Section 2.4(d)(iii).


 






    3


    CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED 
 BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE 
 THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.


    

 


“Sale of
Buyer” shall mean: (a) a consolidation or merger of Buyer which results in the stockholders of Buyer immediately
prior to the transaction owning less than a majority of the equity or voting power of the surviving entity, (b) the sale, transfer
or lease of all or substantially all of Buyer’s assets, (c) the grant of an exclusive license to all or substantially all
of Buyer’s intellectual property that is used to generate all or substantially all of Buyer’s revenues, (d) any sale
of all or substantially all of Buyer’s equity or any other transaction which results in the stockholders of Buyer immediately
prior to the transaction owning less than a majority of the equity or voting power of the surviving entity but not including any
transaction or series of transactions principally for bona fide equity financing purposes in which cash is received by Buyer or
indebtedness of Buyer is cancelled or converted (or a combination thereof), or (e) a liquidation, dissolution or winding up of
Buyer.


 


“Second
Commercial Milestone Distribution” means an amount equal to $[***] divided by the total number of CVRs, without
interest thereon.


 


“Statement
of Objections” has the meaning set forth in Section 2.4(d)(iv).


 


“Statements”
has the meaning set forth in Section 2.4(c)(ii).


 


“Third
Commercial Milestone Distribution” means an amount equal to $[***] divided by the total number of CVRs, without
interest thereon.


 


“Variable
Distribution” means, for a given calendar year and Company Program, an amount per CVR equal to [***] of the Annual
Net Sales for such Company Program divided by the total number of CVRs, without interest thereon.


 


“Variable
Distribution Report” has the meaning set forth in Section 2.4(d)(ii).


 


“Variable
Distribution Term” has the meaning set forth in Section 2.4(c)(i).


 


Section
1.2 Interpretation and Rules of Construction. Unless otherwise indicated to the contrary herein by the context or use
thereof:


 


(a)
a capitalized term has the meaning assigned to it;


 


(b)
when a reference is made in this Agreement to an Article or Section, such reference is to an Article or Section of this
Agreement;


 


(c)
the table of contents and headings for this Agreement are for reference purposes only and do not affect in any way the
meaning or interpretation of this Agreement;


 


(d)
the words, “herein,” “hereto,” “hereof” and words of similar import refer to this
Agreement as a whole and not to any particular Section or paragraph hereof;


 


(e)
references to “including” in this Agreement shall mean “including, without limitation,” whether or
not so specified;


 


(f)
references in the singular or to “him,” “her,” “it,” “itself,” or other like
references, and references in the plural or the feminine or masculine reference, as the case may be, shall also, when the
context so requires, be deemed to include the plural or singular, or the masculine or feminine reference, as the case may
be;


 






    4


    CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED 
 BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE 
 THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.


    

 


(g)
references to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or
regulations promulgated thereunder;


 


(h)
all accounting terms used herein and not expressly defined herein shall have the meanings assigned to such terms in
accordance with GAAP;


 


(i)
all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or
delivered pursuant hereto, unless otherwise defined therein; and


 


(j)
all references to “$” will be references to United States Dollars, and with respect to any Contract, obligation,
liability, claim or document that is contemplated by this Agreement, but denominated in currency other than United States
Dollars, the amounts described in such Contract, obligation, liability, claim or document will be deemed to be converted into
United States Dollars for purposes of this Agreement based on the noon buying rate in New York, as certified weekly by the
Federal Reserve Bank of New York, in effect as of the applicable date of determination.


 


Article
II



CONTINGENT VALUE RIGHTS


 


Section
2.1 CVRs. Pursuant to the terms of the Merger Agreement, Buyer is hereby issuing one (1) contractual contingent value
right (each, a “CVR”) in respect of each Buyer Share to the holder thereof; provided, however,
that in the event of a recapitalization, reclassification of the Buyer Shares, stock split, reverse stock split, division or
subdivision of the Buyer Shares, consolidation of the Buyer Shares or similar transaction, the number of outstanding CVRs
shall be appropriately adjusted so there remains one (1) CVR in respect of each Buyer Share then outstanding. Other than as
set forth in the immediately preceding sentence, Buyer shall not issue any CVRs.


 


Section
2.2 Transfer of CVRs. CVRs may not be sold, assigned, transferred, pledged, encumbered or disposed of in any manner,
in whole or in part, other than in connection with the sale, assignment, transfer, pledge encumbrance or disposition of the Buyer
Shares to which such CVRs relate; provided, however, that upon an IPO or a Sale of Buyer, each CVR shall become separated from
the related Buyer Share and may be sold, assigned, transferred, pledged, encumbered or disposed of by the Holder thereof. Any
attempted sale, assignment, transfer, pledge, encumbrance or disposition of CVRs, in whole or in part, in violation of this Section
2.2 shall be void ab initio and of no effect.


 






    5


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 BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE 
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Section
2.3 No Certificate; Registration; Registration of Transfer; Change of Address.


 


(a)
CVRs shall not be evidenced by a certificate or other instrument.


 


(b)
Buyer shall keep a register (the “CVR Register”) for the purposes of (i) identifying the Holders of
CVRs and maintaining each such Holder’s address and wire instructions, and (ii) registering CVRs and transfers
thereof.


 


(c)
Upon any transfer of CVRs, the registered Holder or Holders thereof shall notify Buyer of such transfer and, to the extent
the applicable transferee of the CVRs is not already a Holder, such notice shall be accompanied by (i) a joinder to this
Agreement duly executed by such transferee, and (ii) wire instructions and address for notices for such transferee. Upon
receipt of notice of transfer from a registered Holder or Holders of CVRs, Buyer shall register the transfer of the
applicable CVRs in the CVR Register. All duly transferred CVRs registered in the CVR Register shall be the valid obligations
of Buyer, evidencing the same right, and entitling the transferee to the same benefits and rights under this Agreement, as
those held by the transferor. Any transfer or assignment of CVRs shall be without charge (other than the cost of any transfer
tax or similar tax or charge) to the applicable Holder.


 


(d)
A Holder may make a written request to Buyer to change such Holder’s address or wire instructions of record in the CVR
Register. Such written request must be duly executed by such Holder. Upon receipt of such written request, Buyer shall
promptly record the change of address or wire instructions, as applicable, in the CVR Register.


 


Section
2.4 Payment Procedures.


 


(a) Regulatory
Milestone Distributions. With respect to each Company Program, following receipt of each of (i) [***], and (ii) [***],
Buyer shall make a distribution to each Holder an amount equal to the product of (x) the Regulatory Milestone Distribution,
and (y) the total number of CVRs held by such Holder. With respect to each such [***] and [***], Buyer shall or shall cause
the Company to, give the Holders’ Representative prompt written notice of receipt thereof and, in any event, within
[***]. If payable, the Regulatory Milestone Distributions shall be paid to the Holders within [***] after such notice of
[***] is given by Buyer or the Company to the Holders’ Representative, and in any event within [***] after the
Company’s [***]. Buyer shall pay to each Holder any such Regulatory Milestone Distributions by wire transfer of
immediately available funds to the account of record for such Holder in the CVR Register. For the avoidance of doubt, the
Regulatory Milestone Distributions in respect of [***] [***] and the Regulatory Milestone Distributions in respect of [***]
shall be due and payable only once with respect to each Company Program.


 


(b) Commercial
Milestone Distributions. With respect to each Company Program, upon the first achievement of Annual Net Sales for such
Company Program that equals or exceeds:


 


(i) [$***],
Buyer shall pay to each Holder an amount equal to the product of (x) the First Commercial Milestone Distribution, and (y) the
total number of CVRs held by such Holder;


 






    6


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 BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE 
 THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.


    

 


(ii)
[$***], Buyer shall pay to each Holder an amount equal to the product of (x) the Second Commercial Milestone Distribution, and
(y) the total number of CVRs held by such Holder;


 


(iii)
[$***], Buyer shall pay to each Holder an amount equal to the product of (x) the Third Commercial Milestone Distribution, and
(y) the total number of CVRs held by such Holder.


 


Each Commercial Milestone Distribution,
if payable, shall be paid within [***] after the first to occur of (x) the Holders’ Representative’s receipt from Buyer
of a Commercial Milestone Report indicating that such Commercial Milestone Distributions are due and payable to the Holders, or
(y) the final determination that such Commercial Milestone Distributions are payable in accordance with Section 2.4(d).
Buyer shall pay to each Holder any such Commercial Milestone Distributions by wire transfer of immediately available funds to the
account of record for such Holder in the CVR Register. For the avoidance of doubt, each of the First Commercial Milestone Distributions,
the Second Commercial Milestone Distributions and the Third Commercial Milestone Distributions shall be due and payable only once
for each Company Program.


 


(c) Variable
Distributions.


 


(i)
With respect to each Company Program and calendar year, Buyer shall pay to each Holder an amount equal to the product of (x) the
applicable Variable Distribution, and (y) the total number of CVRs held by such Holder. Variable Distributions payable under this
Section 2.4(c) shall be paid by Buyer on a Company Program Product-by-Company Program Product basis from the date of the First
Commercial Sale of any Company Program Product in a particular country, until the latest to occur of (i) the expiration of the
last to expire of any Valid Claim of a Company Patent Covering such Company Program Product in such country, (ii) expiration of
Marketing Exclusivity with respect to such Company Program Product in such country, or (iii) the tenth (10th) anniversary of the
Closing Date (each such term with respect to a Company Program Product, a “Variable Distribution Term”).


 


(ii)
Variable Distributions shall be made by wire transfer of immediately available funds to the account of record for each Holder
in the CVR Register within [***] after Buyer delivers to the Holders’ Representative a Statement indicating that such Variable
Distributions are due and payable to the Holders, and in any event within [***] after the end of the calendar quarter with respect
to which such Variable Distributions were earned.


  


(d) Reports.


 


(i)
Within [***] after the end of each calendar quarter, commencing with the calendar quarter during which the First Commercial Sale
occurs and ending with the [***] consecutive calendar quarter during which there have been no Net Sales whatsoever, Buyer shall
prepare and deliver to the Holders’ Representative a written report in which Buyer certifies, with respect to each Company
Program, the Annual Net Sales therefor as of the end of such calendar quarter, whether any Annual Net Sales level described in
Section 2.4(b)(i), (ii) or (iii) (each, a “Commercial Milestone”)
has occurred as of the end of such calendar quarter and, if so, the Commercial Milestone Distribution(s) due to the Holders (each,
a “Commercial Milestone Report”). For clarity, in each Commercial Milestone Report, Buyer shall certify
as to the occurrence of the Commercial Milestone, whether Buyer, its Affiliate, licensee, assignee or successor in interest achieved
the Commercial Milestone.


 







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(ii) Within
[***] after the end of each calendar quarter, commencing with the calendar quarter during which the First Commercial Sale
occurs and ending with the calendar quarter during which the last to expire Variable Distribution Term has expired, Buyer
shall prepare and deliver to the Holders’ Representative a statement setting forth Buyer’s good faith calculation
of (i) Net Sales on a country-by-country and Company Program Product-by-Company Program Product basis for such calendar
quarter, including, in reasonable detail, the deductions from gross sales used to calculate such Net Sales, and (ii) the
resulting Variable Distributions, if any, to be paid to the Holders hereunder in respect of such calendar quarter (each, a
“Variable Distribution Report” and, together with the Commercial Milestone Reports, the
“Statements”). Each Variable Distribution Report shall be prepared by Buyer in accordance with
GAAP. Within [***] after delivery to the Holders’ Representative of a Variable Distribution Report indicating that any
Variable Distribution(s) are due to the Holders, Buyer shall pay to the Holders, by wire transfer of immediately available
funds to the account of record for each Holder in the CVR Register, such Variable Distribution(s).


 


(iii)
After receipt of a Statement, the Holders’ Representative shall have [***] (the “Review
Period”) to review such Statement. During the Review Period, the Holders’ Representative and its
accountants shall have reasonable access to the books and records of Buyer, the Company and any of their respective
Affiliates, the personnel of, and work papers prepared by, Buyer, the Company or their accountants to the extent that they
relate to the applicable Statement and to such historical financial information relating to the Statement as the
Holders’ Representative may reasonably request for the purpose of reviewing the applicable Statement and to prepare a
Statement of Objections (as defined below), provided, that such access shall be in a manner that does not materially
interfere with the normal business operations of Buyer or the Company. For the avoidance of doubt, each Company Program
Product shall be included in only one Company Program for purposes of this Agreement.


 


(iv)
On or prior to [the last day] of the applicable Review Period, the Holders’ Representative may object to the applicable
Statement by delivering to Buyer a written statement setting forth the Holders’ Representative objections in reasonable
detail, indicating each disputed item or amount and the basis for the Holders’ Representative’s disagreement
therewith (the “Statement of Objections”). If the Holders’ Representative delivers a
Statement of Objections before [***], Buyer and the Holders’ Representative shall negotiate in good faith to resolve
such objections within [***] after the delivery of the Statement of Objections and, if the same are so resolved within such
[***] period, the applicable Statement, with such changes as may have been previously agreed in writing by Buyer and the
Holders’ Representative, if any, shall be final and binding on the parties. The failure of the Holders’
Representative to object to any Statement pursuant to this Section 2.4(d)(iv) shall not prejudice in any
respect the Holders’ Representative’s rights under Section 2.4(d)(vii).


 






    8


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 BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE 
 THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.


    

 


(v) If
Buyer and the Holders’ Representative fail to reach an agreement with respect to all of the matters set forth in a
Statement of Objections before expiration of the applicable [***] period, then any amounts remaining in dispute
(“Disputed Amounts”) shall be submitted for resolution to the office of a mutually agreed,
impartial, nationally recognized firm of independent certified public accountants (the “Independent
Accountant”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any
adjustments to the applicable Statement and the applicable calculations set forth therein. The Independent Accountant shall
only decide the specific items under dispute by the parties and their decision for each Disputed Amount must be within the
range of values assigned to each such item in the applicable Statement and Statement of Objections, respectively. The
Independent Accountant shall make a determination as soon as practicable within [***] after its engagement (or such other
time as the parties shall agree in writing), and their resolution of the Disputed Amounts and their adjustments to the
applicable Statement and the applicable calculations set forth therein shall be conclusive and binding upon the parties. The
fees and expenses of the Independent Accountant(s) shall be paid [***.]


 


(vi)
Within [***] following final determination that any Commercial Milestone Distributions are due and owing to the Holders in
accordance with this Section 2.4, to the extent such Commercial Milestone Distributions have not already been
paid to the Holders, Buyer shall pay to the Holders, by wire transfer of immediately available funds to the account of record
for each Holder in the CVR Register, such Commercial Milestone Distributions. Within [***] following final determination of
the amount of any Variable Distributions to be paid to the Holders in respect of any calendar quarter in accordance with this Section
2.4, to the extent such amount is greater than the Variable Distributions actually paid by the Company to the Holders
in respect of such calendar quarter, Buyer shall pay to the Holders, by wire transfer of immediately available funds to the
account of record for each Holder in the CVR Register, such excess.


 


(vii)
Upon reasonable prior written notice to Buyer, Buyer shall, and shall cause the Company to, provide the Holders’
Representative and its accountants with access to examine all of the books and records of the Company as may be reasonably
necessary or useful for the purpose of conducting a review or audit of the calculations of Net Sales and Annual Net Sales and
all Milestone Distributions and Variable Distributions payable under this Agreement. Such access shall be made available: (A)
during normal business hours; (B) in a manner reasonably designed to facilitate the Holders’ Representative’s
review or audit without unreasonable disruption to the Company’s business; and (C) no more than [***] each calendar
year until [***] [***]. Buyer shall promptly pay to the Holders the amount of any underpayment determined by the review or
audit plus interest at a rate of [***] on such amount accruing from the date of the underpayment to the date of payment of
such amount. If the review or audit determines that the Company has underpaid any Variable Distribution or Milestone
Distribution by [***] or more, then Buyer shall in addition, promptly pay the costs and expenses of the Holders’
Representative and its accountants in connection with such review or audit. The Statements and any and all records of the
Company examined by the Holders’ Representative and its accountants pursuant to this Section 2.4(d)(vii) shall
be deemed to be the confidential information of Buyer, the treatment of which shall be governed by Section 11.1 of the Merger
Agreement, mutatis mutandis, and Buyer may require that the Holders’ Representative and such accountants enter
into a reasonable confidentiality agreement restricting the use or disclosure of such confidential information.


 






    9


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 BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE 
 THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.


    

 


(e) Withholdings.
Buyer shall be entitled to withhold and deduct from any consideration payable or otherwise deliverable pursuant to this
Agreement such amounts as the Buyer is required to deduct and withhold therefrom under the Internal Revenue Code of 1986, as
amended, or any provision of state, local, or non-U.S. tax law. Buyer shall timely deduct, withhold, and pay over any
deducted or withheld amounts to the appropriate governmental entity and any such amounts that are so deducted or withheld and
paid over to the appropriate governmental entity shall be treated for all purposes of this Agreement as having been paid to
the person to whom such amounts would otherwise have been paid.


 


Section
2.5 No Voting, Dividends or Interest; No
Equity or Ownership Interest. CVRs shall not have any voting or dividend rights, and, except as set forth in this
Agreement, interest shall not accrue on any amounts payable in respect of CVRs.


 


Section
2.6 Company Programs; Accounting
Records.


 


(a)
From and after the Closing, and at Buyer’s sole cost and expense, Buyer shall use Commercially Reasonable Efforts to
Develop and Commercialize the Company Program Products in order to Commercialize Company Program Products in all
prophylactic, therapeutic and diagnostic uses throughout the world.


 


(b) On
the first Business Day of each calendar quarter occurring after the Closing Date, Buyer shall submit to the Holders’
Representative a written report covering Buyer’s, its Affiliate’s, licensees’ and/or assignees, as
applicable, progress in: (i) development and testing of all Company Program Products; (ii) preparing, filing, and obtaining
and
 maintaining of any Regulatory Approvals; and (iii) plans for the upcoming year related to commercializing the Company
Program Product(s) (each, a “Quarterly Progress Report”). Each such Quarterly Progress Report shall
contain reasonable detail so as to permit the Holders’ Representative to determine whether Buyer is meeting its
obligations pursuant to Section 2.6(a).


 


(c) From
and after the Closing Date until the end of the last to expire Variable Distribution Term, Buyer shall maintain distinct
accounting records for the Company.


 






    10


    CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED 
 BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE 
 THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.


    

 


Article
III



MISCELLANEOUS


 


Section
3.1 Notices. All notices and other
communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given or made (a) as
of the date delivered, if delivered personally, prior to 5:00 p.m. local time, (b) on the date the delivering party receives
confirmation, if delivered by facsimile or electronic transmission, prior to 5:00 p.m. local time, (c) three (3) Business
Days after being mailed by registered or certified mail (postage prepaid, return receipt requested) or (d) one (1) Business
Day after being sent by overnight courier (providing proof of delivery), to the parties at the following addresses (or at
such other address for a party as shall be specified in a notice given in accordance with this Section
3.1):


 


If to Buyer to:


 


Celularity Inc.


7 Powder Horn Drive


Warren, New Jersey 07059


Telephone No.: [([***]]


Email: [***]


Attention: [***]


 


with a copy, which shall
not constitute notice to Buyer, to:


 


Jones Day


4655 Executive Drive, Suite 1500

San Diego, CA 92121

Facsimile: [***]

Attention: [***].


 


If to Celgene, so long as
it is the Holders’ Representative, to:


 


c/o Celgene Corporation

86 Morris Avenue

Summit, New Jersey 07901

Facsimile: [***]

Attention: [***]


 


with copies, which shall
not constitute notice to Celgene, to:


 


Proskauer Rose LLP

Eleven Times Square

New York, New York 10036

Facsimile: [***]

Attention: [***]


 






    11


    CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED 
 BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE 
 THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.


    

 


If to any successor
Holders’ Representative, to the address set forth for the Holders’ Representative in the CVR Register.


 


Section
3.2 Entire Agreement. This Agreement and
the Merger Agreement represent the entire understanding of parties with reference to the matters covered hereby, and this
Agreement supersedes any and all other oral or written agreements hereto made with respect to CVRs, except for the Merger
Agreement.


 


Section
3.3 Successors and Assigns. Except as
otherwise expressly provided in this Agreement, neither this Agreement nor any of the rights, interests or obligations
hereunder may be assigned by Buyer without the prior written consent of the Holders’ Representative. The assignment by
a Holder of this Agreement or any of the rights, interests or obligations hereunder shall be made in compliance with Sections
2.2 and 2.3. All covenants and agreements set forth herein by or on behalf of the parties hereto shall
bind and inure to the benefit of the respective successors and permitted assigns of the parties hereto, whether so expressed
or not.


 


Section
3.4 Consent to Amendments; Waiver. This
Agreement may be amended or modified, in each case upon the approval, in writing, executed by Buyer and the Holders’
Representative. Each party to this Agreement may: (a) extend the time for the performance of any of the obligations or other
acts of the other parties; (b) waive any inaccuracies in the representations and warranties of the other parties contained
herein or in any document delivered by the other party or parties pursuant hereto or (c) waive compliance with any of the
agreements of the other parties or conditions to such parties’ obligations contained herein. Any such extension or
waiver will be valid only if set forth in an instrument in writing signed by the party to be bound thereby.


 


Section
3.5 No Third-Party Beneficiaries. Except
as otherwise expressly provided in this Agreement, no Person which is not a party shall have any right or obligation pursuant
to this Agreement.


 


Section
3.6 Governing Law; Service of Process; Venue. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
DOMESTIC LAWS OF THE STATE OF DELAWARE FOR CONTRACTS ENTERED INTO AND TO BE PERFORMED IN SUCH STATE WITHOUT GIVING EFFECT TO
ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE
THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE. EACH PARTY HERETO HEREBY SUBMITS TO THE
EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE
COURT SITTING IN NEW YORK, NEW YORK FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY AND AGREES THAT PROCESS SHALL BE SERVED UPON SUCH PARTY IN THE MANNER SET FORTH IN SECTION
3.1, AND THAT SERVICE IN SUCH MANNER SHALL CONSTITUTE VALID AND SUFFICIENT SERVICE OF PROCESS. EACH PARTY HERETO
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF
THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS
BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY
LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 






    12


    CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED 
 BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE 
 THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.


    

 


Section
3.7 Further Assurances. The
parties hereto agree (a) to furnish upon request to each other such further information, (b) to execute and deliver to each
other such other documents, and (c) to do such other acts and things, all as the other parties may reasonably request for the
purpose of carrying out the intent of this Agreement.


 


Section
3.8 Severability. Should any provision
of this Agreement or the application thereof to any Person or circumstance be held invalid or unenforceable to any extent:
(a) such provision shall be ineffective to the extent, and only to the extent, of such unenforceability or prohibition and
shall be enforced to the greatest extent permitted by Law, (b) such unenforceability or prohibition in any jurisdiction shall
not invalidate or render unenforceable such provision as applied (i) to other Persons or circumstances or (ii) in any other
jurisdiction, and (c) such unenforceability or prohibition shall not affect or invalidate any other provision of this
Agreement.


 


Section
3.9 Counterparts. This Agreement may be executed in counterparts, all of which taken together shall constitute one
agreement. For purposes of this Agreement, signatures delivered by facsimile or by email in the portable document format
(PDF) or any other electronic format shall be accepted and binding as original signatures.


 


Section
3.10 No Set Off. Except as otherwise
expressly provided in Section 2.4(e) and Section 3.13(f), any payments required to be made by any
party pursuant to this Agreement shall be made without any withholding, deduction or set-off, and no party shall assert a
right of set-off with respect to any such payments at common law or otherwise.


 


Section
3.11 Time is of the Essence. Each of
the parties hereby expressly acknowledge and agree that time is of the essence for each and every provision of this
Agreement.


 


Section
3.12 No Strict Construction. Each of the
parties acknowledges that this Agreement has been prepared jointly by the parties, and shall not be strictly construed
against either party.


 






    13


    CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED 
 BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE 
 THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.


    

 


Section
3.13 Authorization of the Holders’
Representative.


 


(a) Each
Holder hereby designates and appoints, authorizes and empowers Celgene (and each successor as is appointed in accordance with Section
3.13(d)) (the “Holders’ Representative”) to perform all such acts, on behalf of each
Holder, as are required, authorized or contemplated by this Agreement and the transactions contemplated hereby, which will
include the power and authority to: (i) carry out the duties and take such actions contemplated by this Agreement and to be
performed by the Holders’ Representative; (ii) give and receive all notices, grant any consents or approvals, execute
and deliver any and all documents in connection with any determination or dispute of any Milestone Distributions or Variable
Distributions and settle any disputes arising under this Agreement (including any dispute with respect to payment of any
Milestone Distributions or Variable Distributions); and (iii) take all actions necessary or appropriate in the judgment of
the Holders’ Representative for the accomplishment of the foregoing to effectuate and carry out the terms and purposes
of the transactions contemplated by this Agreement.


 


(b)
Each Holder hereby acknowledges and agrees that the Holders’ Representative shall be the only Person authorized to take
any action so required, authorized or contemplated by this Agreement by any Holder and, without limiting the generality of
the foregoing, each Holder hereby acknowledges and agrees that Buyer shall be required to provide any notices to the Holders
pursuant to this Agreement solely to the Holders’ Representative. Each Holder further designates and appoints the
Holders’ Representative as his agent for service of process with respect to any disputes regarding or arising out of
this Agreement. Any action taken by the Holders’ Representative in the name of or on behalf of any Holder in connection
with any matter arising under this Agreement shall be binding upon such Holder and its successors, agents and heirs.


 


(c) The
grant of authority provided for in this Section 3.13: (i) is coupled with an interest and will be irrevocable
and survive the death, incompetency, bankruptcy or liquidation of any Holder and will be binding on any successor thereto;
and (ii) may be exercised by the Holders’ Representative acting by signing as the Holders’ Representative of any
Holder.


 


(d)
The Holders holding a majority in interest of the outstanding CVRs may remove and replace the Holders’ Representative
at any time upon notice to Buyer. Any references in this Agreement to the Holders’ Representative shall be deemed to
include any duly appointed successor Holders’ Representative. The Holders’ Representative may resign at any time
by providing written notice of its resignation to Buyer and the Holders holding a majority in interest of the outstanding
CVRs, which resignation shall be effective five (5) Business Days after the delivery of such notice or upon the earlier
appointment of a successor. If at any time there is not a Holders’ Representative, the Holder with the highest
percentage of the outstanding CVRs is entitled to serve as the Holders’ Representative until a successor is
appointed.


 


(e) Buyer
may conclusively and absolutely rely, without inquiry, and until the receipt of written notice of a change of the
Holders’ Representative, may continue to rely, without inquiry, upon the actions of the Holders’ Representative
as the actions of each Holder in all matters referred to in this Section 3.13.


 


(f) To
the extent that the Holders’ Representative incurs any reasonable, out-of-pocket costs and expenses in performing its
duties hereunder, it may instruct Buyer by written notice to, and Buyer shall (i) reduce its subsequent payment to the
Holders on a pro rata basis, based on the number of CVRs held by each such Holder, by an aggregate amount equal to the total
amount of such costs and expenses, and (ii) pay such aggregate amount to the Holders’ Representative.


 






    14


    CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED 
 BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE 
 THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.


    

 


Section
3.14 Tax Treatment. The parties
acknowledge and agree that (i) except as otherwise provided pursuant to Section 2.2, each CVR is inseparable
from the related Buyer Share, and (ii) for U.S. federal income tax purposes, each such party intends that each CVR reflects
an equity or ownership interest in Buyer at the time of issuance and each CVR is part of, and represents a portion of the
rights and obligations of, the related Buyer Share. Except as otherwise required by applicable law, each of the parties
agrees to make all tax filings in a manner which is consistent with the intentions described in this Section
3.14.


 


 



[Remainder of the page left intentionally blank.]


 






    15


    CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED 
 BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE 
 THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.


    

 


IN WITNESS WHEREOF,
each party hereto has caused this Agreement to be duly executed as of the date first written above by their respective officers
thereunto duly authorized.


 


	 	CELULARITY INC.
	 	 
	 	By:	/s/Robert Hariri
	 	 	Name:	Robert J. Hariri
	 	 	Title:	Chief Executive Officer









 


 





	 	CELGENE CORPORATION
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	





 




[Signature Page to Contingent Value Rights Agreement]


 




    16


    CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED 
 BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE 
 THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.


    




 


IN WITNESS WHEREOF,
each party hereto has caused this Agreement to be duly executed as of the date first written above by their respective officers
thereunto duly authorized.


 





	 	CELULARITY INC.
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	
	 	 


 





	 	CELGENE CORPORATION
	 	 
	 	By:	/s/Jonathan Biller
	 	 	Name:	Jonathan Biller
	 	 	Title:	SVP, Tax & Treasury


 


 


[Signature
Page to Contingent Value Rights Agreement]


 






    17


     


    

  





Execution Version

 


Amendment
NO. 1 to THE

CONTINGENT VALUE RIGHTS agreement


 


This AMENDMENT NO.
1 TO THE CONTINGENT VALUE RIGHTS AGREEMENT (this “Amendment”) is entered into as of March 4, 2021,
by and between Celularity Inc., a Delaware corporation (the “Company”), and Celgene Corporation, a Delaware
corporation (“Celgene”).


 


WHEREAS, the Company
and Celgene are parties to that certain Contingent Value Rights Agreement, dated as of August 15, 2017 (the “Agreement”);


 


WHEREAS, pursuant
to Section 3.4 of the Agreement, any term of the Agreement may be amended or waived only upon the written consent of the Company
and Celgene, as the Holders’ Representative;


 


WHEREAS, the Company
and Celgene desire to amend the Agreement as set forth below; and


 


WHEREAS, capitalized
terms used but not defined herein shall have the meanings given to them in the Agreement.


 


NOW THEREFORE,
the Company and Celgene hereby agree as follows:


 


1. Amendment
to Section 2.2 (Transfer of CVRs). Section 2.2 of the Agreement is hereby amended and restated in its entirety to read as follows:


 


“Section
2.2. Transfer of CVRs.CVRs may not be sold, assigned, transferred, pledged, encumbered or disposed of in any manner,
in whole or in part, other than in connection with the sale, assignment, transfer, pledge, encumbrance or disposition of the Buyer
Shares to which such CVRs relate; provided, however, that upon the earliest to occur of (a) an IPO, (b) a Sale of
Buyer or (c) the Effective Time (as defined in that certain Merger Agreement and Plan of Reorganization, by and among GX Acquisition
Corp., a Delaware corporation, Alpha First Merger Sub, Inc., a Delaware corporation, Alpha Second Merger Sub, LLC, a Delaware limited
liability company and Buyer, dated as of January 8, 2021), each CVR shall become separated from the related Buyer Share and may
be sold, assigned, transferred, pledged, encumbered or disposed of by the Holder thereof. Any attempted sale, assignment, transfer,
pledge, encumbrance or disposition of CVRs, in whole or in part, in violation of this Section 2.2 shall be void ab
initio and of no effect.”


 


2. Continued
Validity of the Agreement. Except as specifically amended by this Amendment, the Agreement shall remain in full force and effect
as originally constituted.


 


3. Successors
and Assigns. Except as otherwise expressly provided in this Amendment, neither this Amendment nor any of the rights, interests
or obligations hereunder may be assigned by Buyer without the prior written consent of the Holders’ Representative. The assignment
by a Holder of this Amendment or any of the rights, interests or obligations hereunder shall be made in compliance with Sections
2.2 and 2.3 of the Agreement. All covenants and agreements set forth therein by or on behalf of the parties
thereto shall bind and inure to the benefit of the respective successors and permitted assigns of the parties thereto, whether
so expressed or not.


 






    


     


    

 


4. Governing
Law. This Amendment will be governed by and construed in accordance with the domestic laws of the state of Delaware for contracts
entered into and to be performed in such State without giving effect to any choice of conflict of law provision or rule (whether
of the State of Delaware or any other Jurisdiction) that would cause the application of the laws of any other jurisdiction other
than the State of Delaware. Each party hereto hereby submits to the exclusive jurisdiction of the United States District Court
for the Southern District of New York and of any New York State Court sitting in New York, New York for purposes of all legal proceedings
arising out of or relating to this Amendment or the transactions contemplated hereby and agrees that process shall be served upon
such party in the manner set forth in Section 3.1 of the Agreement, and that Service in such manner shall constitute
sufficient and valid service of process. Each party hereto irrevocably waives, to the fullest extent permitted by law, any objection
which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that
any such proceeding brought in an inconvenient forum. Each party hereto hereby irrevocably waives any and all right to trial by
jury in any legal proceeding arising out of or relating to this Amendment or the transactions contemplated hereby.


 


5. Counterparts.
This Amendment may be executed in counterparts, all of which taken together shall constitute one agreement. For purposes of this
Amendment, signatures delivered by facsimile or by email in the portable document format (PDF) or any other electronic format shall
be accepted and binding as original signatures.


 


[Remainder of page intentionally left
blank.]


 




    2


     


    


 


IN WITNESS WHEREOF,
the parties have executed this Amendment as of the date first written above.





 


	 	CELULARITY INC.
	 	 
	 	By:	/s/ Robert J. Hariri, MD, PhD
	 	Name: 	Robert J. Hariri, MD, PhD
	 	Title: 	CEO



 


	 	CELGENE CORPORATION 
	 	 
	 	By:	/s/ Daniel O’Connell
	 	Name: 	Daniel O’Connell
	 	Title: 	Authorized Signatory






 


SIGNATURE PAGE TO AMENDMENT NO. 1


TO THE CONTINGENT VALUE RIGHTS AGREEMENT