Item 1.01. Entry into a Material Definitive Agreement.

On January 5, 2023, bluebird bio, Inc. (the "Company") entered into an asset purchase agreement (the "PRV Transfer Agreement") with Bristol-Myers Squibb Company ("Buyer"), pursuant to which the Company agreed to sell a Rare Pediatric Disease Priority Review Voucher ("PRV") to Buyer. The Company was awarded the voucher under a U.S. Food and Drug Administration ("FDA") program intended to encourage the development of certain rare pediatric disease product applications. The Company received the PRV when ZYNTEGLO® (betibeglogene autotemcel) was approved by the FDA for the treatment of ß-thalassemia in adult and pediatric patients who require regular red blood cell transfusions. Pursuant to the PRV Transfer Agreement, Buyer agreed to pay the Company $95 million, payable in cash, upon the closing of the sale, which occurred simultaneously with the parties entering into the PRV Transfer Agreement.

The PRV Transfer Agreement contains customary representations, warranties, covenants, and indemnification provisions subject to certain limitations.

The foregoing description of the PRV Transfer Agreement does not purport to be complete and is qualified in its entirety by the full text of the PRV Transfer Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The information contained above in Item 1.01 is hereby incorporated by reference into this Item 2.01.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits

Exhibit
  No.                                    Description

2.1+          Asset Purchase Agreement, dated as of January 5, 2023, by and
            between bluebird bio, Inc. and Bristol-Myers Squibb Company.

104         Cover Page Interactive Data File (embedded within the inline XBRL
            document).



+   Exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The
    registrant undertakes to furnish supplemental copies of any of the omitted
    exhibits upon request by the SEC.

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