Document

Exhibit 10.11

Amendment No. 2 to
Amended and Restated Master Collaboration Agreement
This Amendment No. 2 to Amended and Restated Master Collaboration Agreement (this “Amendment No. 2”)is made as of September 28,2017 (“Amendment No. 2 Effective Date”), by and between bluebird bio, Inc. (“Bluebird”), a Delaware corporation, and Celgene Corporation, a Delaware corporation (“Celgene Corp.”),and Celgene European Investment Company LLC (“Celgene Europe”), a Delaware limited liability company (Celgene Europe and Celgene Corp., together, “Celgene”). Each of Bluebird and Celgene may be referred to herein as a “Party” or together as the “Parties”. Reference is hereby made to that certain Amended and Restated Master Collaboration Agreement, by and between Bluebird, Celgene Corp. and Celgene Europe, dated June 3, 2015, as amended (the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Agreement.
 
AGREEMENT
 
NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the amount and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
 
1. The third sentence of Section 5.1 of the Agreement is hereby amended and restated to include the following at the end of the sentence:
 
“, provided further, in the case of Celgene’s exercise of such option with respect to the first Product Candidate after Celgene’s exercise of such option with respect to the Lead Product Candidate (“Second Product Candidate”), in lieu of providing the additional information set forth in Exhibit G otherwise required to be included in the Celgene Option Notice at the time of exercise, Celgene shall be permitted to (I) provide to Bluebird by December 31, 2017, the clinical Development plan that Celgene is contemplating to achieve Regulatory Approval for the Second Product Candidate, together with the cost estimates for such a clinical program, and (II)provide to Bluebird the additional information set forth on Exhibit G with respect to the Second Product Candidate at the earlier of (A) thirty(30)days following the completion of the Phase 1 Clinical Study of the Second Product Candidate, and (B) December 31, 2017.
 
2. This Amendment No. 2 is binding upon and shall inure to the benefit of the Parties and their respective successors and assigns. This Amendment No. 2 is the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements and discussions. Except as expressly modified by
this Amendment No. 2, all terms and provisions of the Agreement remain in full force and effect. In the event of a conflict between the terms and provisions of this Amendment No. 2 and the Agreement, the terms and provisions of this Amendment No. 2 shall control. This Amendment No. 2 maybe executed in any number of counterparts, each of which shall be deemed an
original, but all of which when taken together shall constitute one and the same instrument.










IN WITNESS WHERE OF, the Parties have caused this Amendment No. 2 to Amended and Restated Master Collaboration Agreement to be executed by their respective duly authorized officers as of the Amendment No. 2 Effective Date.
 
									
	BLUEBIRD BIO, INC.	
			
	By:	/s/ Jason F. Cole	
			
	Name:	Jason F. Cole	
	Title:	Chief Legal Officer	
	Date:	September 28, 2017	
			
	CELGENE CORPORATION	
			
	By:	/s/ Peter N. Kellogg	
			
	Name:	Peter N. Kellogg	
	Title:	Chief Financial Officer	
	Date:	September 28, 2017	
			
	CELGENE EUROPEAN INVESTMENT COMPANY LLC (CEICO)
			
	By:	/s/ Kevin Mello	
			
	Name:	Kevin Mello	
	Title:	Manager	
	Date:	September 26, 2017