Exhibit 1(a) BRISTOL-MYERS SQUIBB COMPANY [TITLE OF SECURITIES] UNDERWRITING AGREEMENTUnderwriting Agreement • August 9th, 2001 • Bristol Myers Squibb Co • Pharmaceutical preparations • New York
Exhibit 1 Bristol-Myers Squibb Company Underwriting AgreementBristol Myers Squibb Co • April 2nd, 1998 • Pharmaceutical preparations • New York
EXHIBIT 99(d)(2) STOCKHOLDER AGREEMENT dated as of September 19, 2001 among BRISTOL-MYERS SQUIBB COMPANY, BRISTOL-MYERS SQUIBB BIOLOGICS COMPANY and IMCLONE SYSTEMS INCORPORATED TABLE OF CONTENTSStockholder Agreement • September 28th, 2001 • Bristol Myers Squibb Co • Pharmaceutical preparations • New York
EXHIBIT 99(d)(1) ACQUISITION AGREEMENT dated as of September 19, 2001 among IMCLONE SYSTEMS INCORPORATED, BRISTOL-MYERS SQUIBB COMPANY and BRISTOL-MYERS SQUIBB BIOLOGICS COMPANY TABLE OF CONTENTSAcquisition Agreement • September 28th, 2001 • Bristol Myers Squibb Co • Pharmaceutical preparations • New York
by and amongPurchase Agreement • August 14th, 2001 • Bristol Myers Squibb Co • Pharmaceutical preparations • Delaware
UNDERWRITING AGREEMENT, dated as of April 29, 2015 Bristol-Myers Squibb Company 1.000% Notes due 2025 1.750% Notes due 2035Underwriting Agreement • May 5th, 2015 • Bristol Myers Squibb Co • Pharmaceutical preparations • New York
EXHIBIT 2.2 CONFORMED COPY AMENDMENT TO PURCHASE AGREEMENT AMENDMENT (the "Amendment"), dated as of October 1, 2001, to the Purchase Agreement, dated as of June 7, 2001 (the "Purchase Agreement") by and among E.I. du Pont de Nemours and Company, a...Purchase Agreement • October 12th, 2001 • Bristol Myers Squibb Co • Pharmaceutical preparations
OFFER TO PURCHASE FOR CASH UP TO 14,392,003 OF THE OUTSTANDING SHARES OF COMMON STOCK OFBristol Myers Squibb Co • September 28th, 2001 • Pharmaceutical preparations
ARTICLE I Defined Terms The definition of capitalized terms used in this Agreement is provided in the last Article hereof. ARTICLE II Term of Agreement This Agreement shall commence on the date hereof and shall continue in effect through December 31,...Agreement • November 12th, 1999 • Bristol Myers Squibb Co • Pharmaceutical preparations • New York
betweenStock and Asset Purchase Agreement • August 14th, 2001 • Bristol Myers Squibb Co • Pharmaceutical preparations • New York
RESTRICTED STOCK UNITS AGREEMENT UNDER THE BRISTOL-MYERS SQUIBB COMPANYRestricted Stock Units Agreement • February 13th, 2024 • Bristol Myers Squibb Co • Pharmaceutical preparations • Delaware
BRISTOL-MYERS SQUIBB COMPANY, a Delaware corporation (the “Company”), has granted to you an award of Restricted Stock Units (“RSUs” or “Award”) under the 2021 Stock Award and Incentive Plan (the “Plan”), on the terms and conditions specified in this Restricted Stock Units Agreement (including Addendum A and Addendum B, the “Agreement”), the Plan and the Prospectus (which summarizes various aspects of the Plan, including your risk in participating in the Plan, restrictions on resales of delivered shares, federal income tax consequences, and other Plan information). The terms and conditions of the Plan and the Prospectus are hereby incorporated by reference into and made a part of this Agreement. Capitalized terms used in this Agreement that are not specifically defined herein shall have the meanings ascribed to such terms in the Plan and in the Prospectus.
Exchange and Registration Rights AgreementBristol Myers Squibb Co • November 12th, 2003 • Pharmaceutical preparations • New York
Bristol-Myers Squibb Company, a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) its 4.00% Senior Notes due 2008 and 5.25% Senior Notes due 2013. As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company agrees with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
MARKET SHARE UNITS AGREEMENT UNDER THE BRISTOL-MYERS SQUIBB COMPANYMarket Share Units Agreement • February 13th, 2024 • Bristol Myers Squibb Co • Pharmaceutical preparations • Delaware
BRISTOL-MYERS SQUIBB COMPANY, a Delaware corporation (the “Company”), has granted to you an award of Market Share Units (“MSUs” or “Award”) under the 2021 Stock Award and Incentive Plan (the “Plan”), on the terms and conditions specified in this Market Share Units Agreement (including, Exhibit A, Addendum A and Addendum B, the “Agreement”), the Plan, and the Prospectus (which summarizes various aspects of the Plan, including your risk in participating in the Plan, restrictions on resales of delivered shares, federal income tax consequences, and other Plan information). The terms and conditions of the Plan and the Prospectus are hereby incorporated by reference into and made a part of this Agreement. Capitalized terms used in this Agreement that are not specifically defined herein shall have the meanings ascribed to such terms in the Plan and in the Prospectus.
Bristol-Myers Squibb Company Floating Rate Convertible Senior Debentures due 2023 Registration Rights AgreementRegistration Rights Agreement • November 12th, 2003 • Bristol Myers Squibb Co • Pharmaceutical preparations • New York
Bristol-Myers Squibb Company, a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) its Floating Rate Convertible Senior Debentures due 2023 (the “Securities”). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company agrees with the Purchasers for the benefit of Holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 4th, 2019 • Bristol Myers Squibb Co • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 2, 2019 is by and among Bristol-Myers Squibb Company, a Delaware corporation (“Parent”), Burgundy Merger Sub, Inc., a Delaware corporation and a direct, wholly owned Subsidiary of Parent (“Merger Sub”), and Celgene Corporation, a Delaware corporation (the “Company”).
PERFORMANCE SHARE UNITS AGREEMENT Under the Bristol-Myers Squibb CompanyPerformance Share Units Agreement • February 14th, 2023 • Bristol Myers Squibb Co • Pharmaceutical preparations • Delaware
BRISTOL-MYERS SQUIBB COMPANY, a Delaware corporation (the “Company”), has granted to you the Performance Share Units (“Performance Share Units”) specified in the Grant Summary located on the Stock Plan Administrator’s website. This award is subject in all respects to the terms, definitions and provisions of the 2021 Stock Award and Incentive Plan (the “Plan”) adopted by the Company. The terms and conditions of the Plan and the Grant Summary are hereby incorporated by reference into this Performance Share Units Agreement (the “Agreement”) and made a part hereof. Capitalized terms used in this Agreement that are not specifically defined herein shall have the meanings ascribed to such terms in the Plan and in the Grant Summary.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 22nd, 2019 • Bristol Myers Squibb Co • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT dated November 22, 2019 (this “Agreement”) is entered into by and among Bristol-Myers Squibb Company, a Delaware corporation (the “Company”), and Morgan Stanley & Co. LLC, Deutsche Bank Securities Inc. and Evercore Group L.L.C. (each, a “Dealer Manager” and collectively, the “Dealer Managers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 16th, 2019 • Bristol Myers Squibb Co • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT dated May 16, 2019 (this “Agreement”) is entered into by and among Bristol-Myers Squibb Company, a Delaware corporation (the “Company”), and, upon execution of the joinder agreement referred to below, Celgene Corporation, a Delaware corporation (“Celgene” or the “Guarantor”), and Morgan Stanley & Co. LLC, Barclays Capital Inc., Credit Suisse Securities (USA) LLC and Wells Fargo Securities, LLC as representatives (collectively, the “Representatives”) of the initial purchasers listed in Schedule I to the Purchase Agreement (as defined below) (the “Initial Purchasers”). The agreements of Celgene under this Agreement shall not become effective unless and until Celgene executes a joinder agreement to this Agreement, which joinder agreement shall be substantially in the form attached as Exhibit A to this Agreement (the “Joinder Agreement”), at which time such agreements shall become effective pursuant to the terms of the Joinder Agreement (and until such ti
CONTINGENT VALUE RIGHTS AGREEMENT by and between BRISTOL-MYERS SQUIBB COMPANY and EQUINITI TRUST COMPANY Dated as of November 20, 2019Contingent Value Rights Agreement • February 24th, 2020 • Bristol Myers Squibb Co • Pharmaceutical preparations • New York
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of November 20, 2019 (this “CVR Agreement”), by and between Bristol-Myers Squibb Company, a Delaware corporation (the “Company”), and Equiniti Trust Company, a limited trust company organized under the laws of the state of New York, as trustee (the “Trustee”), in favor of each person who from time to time holds one or more Contingent Value Rights (the “Securities” or “CVRs”) to receive cash payments in the amounts and subject to the terms and conditions set forth herein.
FIVE YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT Among BRISTOL-MYERS SQUIBB COMPANY, THE BORROWING SUBSIDIARIES, THE LENDERS NAMED HEREIN, BANK OF AMERICA, N.A., BARCLAYS BANK PLC, DEUTSCHE BANK SECURITIES INC., and WELLS FARGO...Revolving Credit Facility Agreement • July 31st, 2012 • Bristol Myers Squibb Co • Pharmaceutical preparations • New York
FIVE YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT (the “Agreement”) dated as of July 30, 2012, among BRISTOL-MYERS SQUIBB COMPANY, a Delaware corporation (the “Company”), the BORROWING SUBSIDIARIES (as defined herein), the lenders listed in Schedule 2.1 (the “Lenders”), BANK OF AMERICA, N.A., BARCLAYS BANK PLC, DEUTSCHE BANK SECURITIES INC. and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Documentation Agents, CITIBANK, N.A., as Administrative Agent for the Lenders (in such capacity, “CBNA”), and as competitive advance facility agent (in such capacity, the “Advance Agent”), JPMORGAN CHASE BANK, N.A., a national banking association, as administrative agent for the Lenders (in such capacity, “JPMCB”; CBNA and JPMCB are referred to herein individually as an “Administrative Agent” and collectively as the “Administrative Agents”).
Purchase AgreementPurchase Agreement • November 12th, 2003 • Bristol Myers Squibb Co • Pharmaceutical preparations • New York
The Purchasers and other holders (including subsequent transferees) of Securities in registered form will be entitled to the benefits of the registration rights agreement, to be dated as of the First Time of Delivery (as defined in Section 4) (the “Registration Rights Agreement”), by and among the Company and the Purchasers. Pursuant to the Registration Rights Agreement, the Company will agree to file with the United States Securities and Exchange Commission (the “Commission”) under the circumstances set forth therein a registration statement under the United States Securities Act of 1933, as amended (the “Act”), relating to the resale of the Securities and shares of Stock initially issuable upon conversion of the Securities by holders thereof, and to use its reasonable efforts to cause such shelf registration statement to be declared effective as provided therein.
PERFORMANCE SHARES AGREEMENT Under the Bristol-Myers Squibb CompanyPerformance Shares Agreement • February 20th, 2009 • Bristol Myers Squibb Co • Pharmaceutical preparations • New York
Bristol-Myers Squibb Company (the “Company”) has granted you a Performance Shares Award as set forth in the Grant Summary. This award is subject in all respects to the terms, definitions and provisions of the 2007 Stock Award and Incentive Plan (the “Plan”) adopted by the Company.
FACE OF NOTE)Bristol Myers Squibb Co • July 31st, 2012 • Pharmaceutical preparations • New York
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM IN ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE AND THE TERMS OF THE SECURITIES, TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.
RESTRICTED STOCK UNITS AGREEMENT UNDER THE BRISTOL-MYERS SQUIBB COMPANYRestricted Stock Units Agreement • May 7th, 2012 • Bristol Myers Squibb Co • Pharmaceutical preparations • New York
BRISTOL-MYERS SQUIBB COMPANY, a Delaware corporation (the “Company”), has granted to you the Restricted Stock Units (“RSUs”) specified in the Grant Summary above, which is incorporated into this Restricted Stock Units Agreement (the “Agreement”) and deemed to be a part hereof. The RSUs have been granted to you under Section 6(e) of the 2012 Stock Award and Incentive Plan (the “Plan”), on the terms and conditions specified in the Grant Summary and this Agreement. Capitalized terms used in this Agreement that are not specifically defined herein shall have the meanings ascribed to such terms in the Plan.
Bristol-Myers Squibb Company Underwriting AgreementBristol Myers Squibb Co • May 7th, 2008 • Pharmaceutical preparations • New York
Bristol-Myers Squibb Company, a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the principal amount of its securities identified in Schedule I hereto (the “Securities”), to be issued under an indenture (the “Indenture”) dated as of June 1, 1993, as supplemented by a supplemental indenture, to be dated as of May 1, 2008 (collectively, the “Indenture”), between the Company and The Bank of New York (as successor to JPMorgan Chase Bank, N.A. (formerly JPMorgan Chase Bank, formerly The Chase Manhattan Bank (successor to The Chase Manhattan Bank (National Association)))), as Trustee (the “Trustee”). To the extent there are no additional Underwriters listed on Schedule II other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall me
RESTRICTED STOCK UNITS AGREEMENT UNDER THE BRISTOL-MYERS SQUIBB COMPANYRestricted Stock Units Agreement • February 18th, 2011 • Bristol Myers Squibb Co • Pharmaceutical preparations • New York
BRISTOL-MYERS SQUIBB COMPANY, a Delaware corporation (the "Company"), has granted to you the Restricted Stock Units (“RSUs”) specified in the Grant Summary above, which is incorporated into this Restricted Stock Units Agreement (the “Agreement”) and deemed to be a part hereof. The RSUs have been granted to you under Section 6(e) of the 2007 Stock Award and Incentive Plan (the "Plan"), on the terms and conditions specified in the Grant Summary and this Agreement.
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTAssignment, Assumption and Amendment Agreement • November 20th, 2019 • Bristol Myers Squibb Co • Pharmaceutical preparations • New York
This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made and entered into as of November 20, 2019, by and among Celgene Corporation, a Delaware corporation (“Assignor”), Bristol-Myers Squibb Company, a Delaware corporation (“Assignee”), American Stock Transfer & Trust Company, LLC, a New York limited liability company, as trustee (the “Existing Trustee”), and Equiniti Trust Company, a limited trust organized under the laws of the State of New York (the “New Trustee”). All capitalized terms used but not defined in this Agreement have the meanings given to them in the CVR Agreement (as defined below).
CHANGE-IN-CONTROL AGREEMENT December 17, 2007Control Agreement • February 22nd, 2008 • Bristol Myers Squibb Co • Pharmaceutical preparations • New York
Bristol-Myers Squibb Company (the “Company”) considers it essential to the best interests of its stockholders to foster the continued employment of key management personnel. Our Board of Directors (the “Board”) recognizes that the possibility of a change in ownership or control of the Company may result in the departure or distraction of key personnel to the detriment of the Company and our stockholders. Therefore, the Board has determined to enter into this agreement with you (i) to encourage and reinforce your attention and dedication to your assigned duties without distraction in the face of the disruptive circumstances that can arise from a possible change in control of the Company, (ii) to enhance our ability to retain you in those circumstances, and (iii) to provide you with fair and reasonable protection from the risks of a change in ownership and control so that you will be in a position to help the Company complete a transaction that would be beneficial to stockholders. Accord
AMENDMENTCredit Facility Agreement • February 10th, 2021 • Bristol Myers Squibb Co • Pharmaceutical preparations • New York
FIVE YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT (the “Agreement”) originally dated as of September 29, 2011, (as amended, restated, amended and restated, supplemented and otherwise modified through and including that certain Amendment dated as of January 22, 2021), among BRISTOL-MYERS SQUIBB COMPANY, a Delaware corporation (the “Company”), the BORROWING SUBSIDIARIES (as defined herein) from time to time party hereto, the lenders listed in Schedule 2.1from time to time party hereto (the “Lenders”), BNP PARIBAS and THE ROYAL BANK OF SCOTLAND PLC, as Documentation AgentsAgent, BANK OF AMERICA, N.A., as Syndication Agent, JPMORGAN CHASE BANK, N.A., a national banking association, as administrative agent for the Lenders (in such capacity, “JPMCB”), and CITIBANK, N.A., as Administrative Agent for the Lenders (in such capacity, “CBNA”; JPMCB and CBNA are referred to herein individually as an “Administrative Agent” and collectively as the “Administrative Agents”) and as c
AMENDED AND RESTATED CHANGE-IN-CONTROL AGREEMENT December , 2008Control Agreement • February 20th, 2009 • Bristol Myers Squibb Co • Pharmaceutical preparations • New York
Bristol-Myers Squibb Company (the “Company”) considers it essential to the best interests of its stockholders to foster the continued employment of key management personnel. Our Board of Directors (the “Board”) recognizes that the possibility of a change in ownership or control of the Company may result in the departure or distraction of key personnel to the detriment of the Company and our stockholders. Therefore, the Board has determined to enter into this agreement with you (i) to encourage and reinforce your attention and dedication to your assigned duties without distraction in the face of the disruptive circumstances that can arise from a possible change in control of the Company, (ii) to enhance our ability to retain you in those circumstances, and (iii) to provide you with fair and reasonable protection from the risks of a change in ownership and control so that you will be in a position to help the Company complete a transaction that would be beneficial to stockholders. Accord
Purchase AgreementPurchase Agreement • November 12th, 2003 • Bristol Myers Squibb Co • Pharmaceutical preparations • New York
The Purchasers and other holders (including subsequent transferees) of Securities will be entitled to the benefits of the exchange and registration rights agreement, to be dated as of the Time of Delivery (as defined in Section 4 hereof) (the “Registration Rights Agreement”), by and among the Company and the Purchasers. Pursuant to the Registration Rights Agreement, the Company will agree to file with the United States Securities and Exchange Commission (the “Commission”) under the circumstances set forth therein a registration statement under the United States Securities Act of 1933, as amended (the “Act”), relating to the exchange of the Securities by holders thereof, and to use its reasonable efforts to cause such registration statement to be declared effective as provided therein.
FACE OF NOTE)Bristol Myers Squibb Co • November 12th, 2003 • Pharmaceutical preparations
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.
BRISTOL-MYERS SQUIBB COMPANY Restricted Stock Units AgreementRestricted Stock Units Agreement • August 3rd, 2005 • Bristol Myers Squibb Co • Pharmaceutical preparations • New York
This Restricted Stock Units Agreement (the “Agreement”) amends and supersedes the Restricted Stock Units Agreement dated June 15, 2005, confirming the grant on June 15, 2005 (the “Grant Date”) by Bristol-Myers Squibb Company, a Delaware corporation (the “Company”), to James D. Robinson III (“Grantee”), of Restricted Stock Units settleable solely in cash (the “Units”), including rights to Dividend Equivalents as specified herein, subject to the terms, conditions and restrictions set forth herein.
AMENDMENTCredit Facility Agreement • July 25th, 2019 • Bristol Myers Squibb Co • Pharmaceutical preparations • New York
or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.
CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PRODUCT KNOW-HOW LICENSE AGREEMENT among SANOFI BRISTOL-MYERS SQUIBB COMPANY and SANOFI PHARMA BRISTOL- MYERS SQUIBB dated as...How License Agreement • August 17th, 2009 • Bristol Myers Squibb Co • Pharmaceutical preparations • New York
