Bristol Myers Squibb Co Sample Contracts
March 23, 1999 Bristol-Myers Squibb Company Route 206 & Province Line Road Princeton, NJ 08543-4000 Gentlemen: Bristol-Myers Squibb Company ("BMS") currently owns 2,061,673 shares of common stock (the "Shares") of Cadus Pharmaceutical Corporation...Shareholder Agreement • March 10th, 2000 • Bristol Myers Squibb Co • Pharmaceutical preparations
Bristol-Myers Squibb Company ("BMS") currently owns 2,061,673 shares of common stock (the "Shares") of Cadus Pharmaceutical Corporation ("Cadus"). This letter sets forth our agreement as to certain restrictions on BMS's ability to dispose of the Shares.
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
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 1(a) BRISTOL-MYERS SQUIBB COMPANY [TITLE OF SECURITIES] UNDERWRITING AGREEMENTUnderwriting Agreement • August 9th, 2001 • Bristol Myers Squibb Co • Pharmaceutical preparations • New York
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,...Executive Employment Agreement • November 12th, 1999 • Bristol Myers Squibb Co • Pharmaceutical preparations • New York
OFFER TO PURCHASE FOR CASH UP TO 14,392,003 OF THE OUTSTANDING SHARES OF COMMON STOCK OFOffer to Purchase • September 28th, 2001 • Bristol Myers Squibb Co • Pharmaceutical preparations
by and amongPurchase Agreement • August 14th, 2001 • Bristol Myers Squibb Co • Pharmaceutical preparations • Delaware
betweenStock and Asset Purchase Agreement • August 14th, 2001 • 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
Exchange and Registration Rights AgreementExchange and Registration 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 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:
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.
Exhibit 1 Bristol-Myers Squibb Company Underwriting AgreementUnderwriting Agreement • April 2nd, 1998 • Bristol Myers Squibb Co • Pharmaceutical preparations • New York
AGREEMENT AND PLAN OF MERGER BY AND AMONG BRISTOL-MYERS SQUIBB COMPANY, B&R ACQUISITION COMPANY AND AMYLIN PHARMACEUTICALS, INC. DATED AS OF JUNE 29, 2012Merger Agreement • July 3rd, 2012 • Bristol Myers Squibb Co • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of June 29, 2012 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and among Bristol-Myers Squibb Company, a Delaware corporation (“Parent”), B&R Acquisition Company, a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”) and Amylin Pharmaceuticals, Inc., a Delaware corporation (the “Company”).
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:
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.
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
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.
AGREEMENT AND PLAN OF MERGERMerger Agreement • 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”).
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”).
AMENDMENTFive Year Competitive Advance and Revolving Credit 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 July 30, 2012, (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”), 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 individ
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.
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.
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.
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.
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.
AMENDED AND RESTATED CHANGE-IN-CONTROL AGREEMENT December , 2008Change-in-Control 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
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, 2007Change-in-Control 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
FACE OF NOTE)Global Security Agreement • July 31st, 2012 • Bristol Myers Squibb Co • 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.
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...Product Know-How License Agreement • August 17th, 2009 • Bristol Myers Squibb Co • Pharmaceutical preparations • New York
AMONGDevelopment, Promotion, Distribution and Supply Agreement • September 28th, 2001 • Bristol Myers Squibb Co • Pharmaceutical preparations • New York
Bristol-Myers Squibb Company Underwriting AgreementUnderwriting Agreement • November 27th, 2006 • Bristol Myers Squibb Co • 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, between the Company and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), 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 mean either the singular or plural as the context requires. Certain terms used herein are defined in Section 24 hereof.
Dated 5 August, 2005 SINGLE CURRENCY TERM FACILITY AGREEMENT FACILITY AGREEMENT between BMS OMEGA BERMUDA HOLDINGS FINANCE LTD. arranged by BNP PARIBAS and THE ROYAL BANK OF SCOTLAND plc with THE ROYAL BANK OF SCOTLAND plc acting as AgentSingle Currency Term Facility Agreement • November 3rd, 2005 • Bristol Myers Squibb Co • Pharmaceutical preparations • Luxembourg
NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • March 14th, 2006 • Bristol Myers Squibb Co • Pharmaceutical preparations
Bristol-Myers Squibb Company (the “Company”) has granted you an option to purchase a number of shares of the Common Stock of Bristol-Myers Squibb Company, (the “Option”), at the specified price set forth in the above Grant Summary. The Expiration Date of the grant is set forth above. This grant is subject in all respects to the terms, definitions and provisions of the Bristol-Myers Squibb Company 2002 Stock Incentive Plan (the “Plan”) adopted by the Company.