• the CVRs may trade at low volumes which could have an adverse effect on the resale price, if any, of the CVRs; • the market price and trading volume of the CVRs may be volatile; • if the milestones specified in the CVR agreement are not achieved for any reason within the time periods specified therein, no payment will be made under the CVRs and the CVRs will expire without value; • since the U.S. federal income tax treatment of the CVRs is unclear, any part of any CVR payment could be treated as ordinary income and required to be included in income prior to the receipt of the CVR payment; • any payments in respect of the CVRs are subordinated to the right of payment of certain of our indebtedness; • we are not prohibited from acquiring the CVRs, whether in open market transactions, private transactions or otherwise; • we may under certain circumstances purchase and cancel all outstanding CVRs; and • while we have agreed to use diligent efforts to achieve each milestone set forth in the CVR Agreement until it is terminated, we are not required to take all possible actions to achieve these goals, and the failure to achieve such goals would have an adverse effect on the value of the CVRs. In connection with our acquisition of Celgene, we issued CVRs under the Contingent Value Rights Agreement, dated as of November 20, 2019 (the “CVR Agreement”), by and between us and Equiniti Trust Company, as trustee. Pursuant to the CVR Agreement, each holder of a CVR is entitled to the right to receive $9.00 in cash if a specified set of milestones is achieved, as set forth in the CVR Agreement. In addition to the risks relating to our common stock, holders of our CVRs are subject to additional risks, including: In addition to the risks relating to our common stock, holders of our CVRs and the Celgene CVRs are subject to additional risks. Item 1B. UNRESOLVED STAFF COMMENTS. Item 2. PROPERTIES. Item 3. LEGAL PROCEEDINGS. Item 4. MINE SAFETY DISCLOSURES. None. Our principal executive offices are located at 430 East 29th Street, 14$^{th}$ Floor, New York, NY. We own or lease manufacturing, R&D, administration, storage and distribution facilities at approximately 260 sites worldwide. We believe our manufacturing properties, in combination with our third- party manufacturers, are in good operating condition and provide adequate production capacity for our current and projected operations. We also believe that none of our properties is subject to any material encumbrance, easement or other restriction that would detract materially from its value or impair its use in the operation of the business. For further information about our manufacturing properties, refer to “Item 1. Business— Manufacturing and Quality Assurance.” Our significant manufacturing and R&D locations by geographic area were as follows at December 31, 2019: Information pertaining to legal proceedings can be found in “Item 8. Financial Statements and Supplementary Data—Note 19. Legal Proceedings and Contingencies” and is incorporated by reference herein. Not applicable. 27 Manufacturing R&D United States 4 11 Europe 3 1 Total 7 12