|
Delaware
|
|
22-0790350
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S Employer
Identification No.)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock, $0.10 Par Value
|
BMY
|
New York Stock Exchange
|
1.000% Notes due 2025
|
BMY25
|
New York Stock Exchange
|
1.750% Notes due 2035
|
BMY35
|
New York Stock Exchange
|
Bristol-Myers Squibb Contingent Value Rights
|
BMY RT
|
New York Stock Exchange
|
Celgene Contingent Value Rights
|
CELG RT
|
New York Stock Exchange
|
Title of each class
|
$2 Convertible Preferred Stock, $1 Par Value
|
Large accelerated filer ☒
|
|
Accelerated filer ☐
|
|
Non-accelerated filer ☐
|
|
Smaller reporting company ☐
|
|
Emerging growth company ☐
|
|
*
|
Indicates brand names of products which are trademarks not owned by BMS. Specific trademark ownership information is included in the Exhibit Index at the end of this 2019 Form 10-K.
|
Item 1.
|
BUSINESS.
|
|
Year Ended December 31,
|
||||||||||
Dollars in Millions
|
2019
|
|
2018
|
|
2017
|
||||||
United States
|
59
|
%
|
|
56
|
%
|
|
55
|
%
|
|||
Europe
|
24
|
%
|
|
25
|
%
|
|
24
|
%
|
|||
Rest of the World
|
17
|
%
|
|
19
|
%
|
|
21
|
%
|
|||
Total Revenues
|
$
|
26,145
|
|
|
$
|
22,561
|
|
|
$
|
20,776
|
|
•
|
In December 2019, we completed the divestiture of our oral solid, biologics and sterile product manufacturing and packaging facility in Anagni, Italy, to Catalent Inc.
|
•
|
In November 2019, we completed our acquisition of Celgene.
|
•
|
In July 2019, we completed the divestiture of our consumer health business, UPSA, to Taisho Pharmaceutical Co., Ltd.
|
Revlimid
|
Revlimid (lenalidomide) is an oral immunomodulatory drug that in combination with dexamethasone is indicated for the treatment of patients with multiple myeloma. Revlimid as a single agent is also indicated as a maintenance therapy in patients with multiple myeloma following autologous hematopoietic stem cell transplant. Revlimid has received approvals for several indications in the hematological malignancies including lymphoma and MDS.
|
Eliquis
|
Eliquis (apixaban) is an oral Factor Xa inhibitor, targeted at stroke prevention in adult patients with NVAF and the prevention and treatment of VTE disorders.
|
Opdivo
|
Opdivo (nivolumab), a biological product, is a fully human monoclonal antibody that binds to the PD-1 on T and NKT cells. Opdivo has received approvals for several anti-cancer indications including bladder, blood, colon, head and neck, kidney, liver, lung, melanoma and stomach. The Opdivo+Yervoy regimen also is approved in multiple markets for the treatment of melanoma, RCC, and CRC. There are several ongoing potentially registrational studies for Opdivo across other tumor types and disease areas, in monotherapy and in combination with Yervoy and various anti-cancer agents.
|
Orencia
|
Orencia (abatacept), a biological product, is a fusion protein indicated for adult patients with moderately to severely active RA and PsA and is also indicated for reducing signs and symptoms in certain pediatric patients with moderately to severely active polyarticular JIA.
|
Pomalyst/Imnovid
|
Pomalyst/Imnovid (pomalidomide) is a proprietary, distinct, small molecule that is administered orally and modulates the immune system and other biologically important targets. Pomalyst/Imnovid is indicated for patients with multiple myeloma who have received at least two prior therapies including lenalidomide and a proteasome inhibitor and have demonstrated disease progression on or within 60 days of completion of the last therapy.
|
Sprycel
|
Sprycel (dasatinib) is an oral inhibitor of multiple tyrosine kinase indicated for the first-line treatment of patients with Philadelphia chromosome-positive CML in chronic phase, the treatment of adults with chronic, accelerated, or myeloid or lymphoid blast phase CML with resistance or intolerance to prior therapy, including Gleevec* (imatinib mesylate) and the treatment of children and adolescents aged 1 year to 18 years with chronic phase Philadelphia chromosome-positive CML.
|
Yervoy
|
Yervoy (ipilimumab), a biological product, is a monoclonal antibody for the treatment of patients with unresectable or metastatic melanoma.
|
Abraxane
|
Abraxane (paclitaxel albumin-bound particles for injectable suspension) is a solvent-free protein-bound chemotherapy product that combines paclitaxel with albumin using our proprietary nab® technology platform, and is used to treat breast cancer, NSCLC and pancreatic cancer, among others.
|
Reblozyl
|
Reblozyl (luspatercept-aamt) is an erythroid maturation agent indicated for the treatment of anemia in adult patients with beta thalassemia who require regular red blood cell transfusions.
|
Inrebic
|
Inrebic (fedratinib) is a kinase inhibitor indicated for the treatment of adult patients with intermediate-2 or high-risk primary or secondary (post-polycythemia vera or post-essential thrombocythemia) myelofibrosis.
|
Empliciti
|
Empliciti (elotuzumab), a biological product, is a humanized monoclonal antibody for the treatment of multiple myeloma.
|
Baraclude
|
Baraclude (entecavir) is an oral antiviral agent for the treatment of chronic hepatitis B.
|
Vidaza
|
Vidaza (azacitidine for injection) is a pyrimidine nucleoside analog that has been shown to reverse the effects of deoxyribonucleic acid hypermethylation and promote subsequent gene re-expression and is indicated for treatment of patients with the following myelodysplastic syndrome subtypes: refractory anemia or refractory anemia with ringed sideroblasts (if accompanied by neutropenia or thrombocytopenia or requiring transfusions), refractory anemia with excess blasts, refractory anemia with excess blasts in transformation, and CML.
|
|
Estimated LOE
|
||||
|
U.S.
|
|
EU(i)
|
|
Japan
|
Revlimid (lenalidomide)(a)
|
^^
|
|
2022
|
|
2022
|
Opdivo (nivolumab)
|
2028
|
|
2030
|
|
2031
|
Eliquis (apixaban)(b)
|
2026
|
|
2026
|
|
2026
|
Orencia (abatacept)(c)
|
2021
|
|
2021
|
|
^^
|
Pomalyst/Imnovid (pomalidomide)(d)
|
^^
|
|
2023
|
|
2025
|
Sprycel (dasatinib)(e)
|
2020
|
|
^^
|
|
2021
|
Yervoy (ipilimumab)
|
2025
|
|
2026
|
|
2025
|
Abraxane (paclitaxel)(f)
|
2022
|
|
^^
|
|
2023
|
Empliciti (elotuzumab)
|
2029
|
|
2029
|
|
2029
|
Reblozyl (luspatercept-aamt)(g)
|
2029
|
|
++
|
|
++
|
Inrebic (fedratinib)(h)
|
2026
|
|
++
|
|
++
|
^^
|
See product footnote for more information.
|
++
|
We do not currently market the product in the country or region indicated.
|
(a)
|
For Revlimid in the U.S., as part of the settlement with Natco Pharma Ltd. (“Natco”) and its partners and affiliates, Natco was granted a volume-limited license to sell generic lenalidomide in the U.S. commencing in March 2022. As part of the settlement with Lotus Pharmaceutical Co., Ltd. and Alvogen Pine Brook, LLC (collectively, “Alvogen”), Alvogen was granted a volume-limited license to sell generic lenalidomide in the U.S. beginning on a confidential date that is some time after March 2022. In addition, Natco and Alvogen were granted a license to sell generic lenalidomide in the U.S. without volume limitation beginning on January 31, 2026. Each of Natco’s and Alvogen’s ability to market generic lenalidomide in the U.S. will be contingent on its obtaining approval of an aNDA. In the EU, licenses have been granted to third parties to market generic lenalidomide products for certain conditions prior to expiry of our patent and supplementary protection certificate (“SPC”) rights in the UK beginning on January 18, 2022, and in various other European countries where our SPC is in force beginning on February 18, 2022. Refer to “Item 8. Financial Statements and Supplementary Data—Note 19. Legal Proceedings and Contingencies” for more information.
|
(b)
|
For Eliquis, in the U.S. refer to “Item 8. Financial Statements and Supplementary Data—Note 19. Legal Proceedings and Contingencies” for more information.
|
(c)
|
For Orencia, in the U.S. and EU, estimated LOE dates are based on method of use patents that expire in 2021. BMS is not aware of an Orencia biosimilar on the market in the U.S., EU or Japan. Formulation and additional patents expire in 2026 and beyond.
|
(d)
|
For Pomalyst, in the U.S. refer to “Item 8. Financial Statements and Supplementary Data—Note 19. Legal Proceedings and Contingencies” for more information. For Europe and Japan, the estimated LOE date is based on regulatory data protection exclusivity.
|
(e)
|
For Sprycel in the U.S., BMS entered into a settlement agreement with Apotex Inc. (“Apotex”) regarding a patent infringement suit covering the monohydrate form of dasatinib whereby Apotex can launch its generic dasatinib monohydrate aNDA product in September 2024, or earlier in certain circumstances. In the EU, the EPO's Opposition Division upheld the validity of the patent directed to the use of dasatinib to treat CML, which expires in 2024, however, generics may enter the market for indications that are not covered by this patent. Refer to “Item 8. Financial Statements and Supplementary Data—Note 19. Legal Proceedings and Contingencies” for more information.
|
(f)
|
For Abraxane in the U.S., as part of the settlement with Actavis LLC, Actavis was granted a license to certain patents required to sell a generic paclitaxel protein-bound particles for injectable suspension product in the U.S. beginning on March 31, 2022. In the EU, generics may enter the market. For Japan, the estimated LOE is based on a method of use patent. Refer to “Item 8. Financial Statements and Supplementary Data—Note 19. Legal Proceedings and Contingencies” for more information.
|
(g)
|
For Reblozyl in the U.S., a PTR application is pending and if granted, the estimated LOE of the patent will be 2033.
|
(h)
|
For Inrebic in the U.S., a PTR application is pending and if granted, the estimated LOE of the patent will be 2030.
|
(i)
|
Estimated LOE for EU countries are based on the France, Germany, Italy, Spain and the UK.
|
|
|
|
|
|
|
|
|
|
|
PHASE I
|
|
PHASE II
|
|
PHASE III
|
|
APPROVED INDICATIONS
|
|
|
|
|
|
|
|
|
|
|
|
OPDIVOª
--Hematologic Malignancies
liso-cel (CD-19 CAR T)
--3L+ Mantle Cell Lymphoma
orva-cel○ (BCMA CAR T)
--Relapsed/Refractory Multiple Myeloma
bb21217 (BCMA CAR T)ª
--Relapsed/Refractory Multiple Myeloma
Relatlimabª^
--Hematologic Malignancies
BET Inhibitor (1)
--Non-Hodgkin Lymphoma
BET Inhibitor (2)
--Non-Hodgkin Lymphoma
--Relapsed/Refractory Acute Myeloid Leukemia
BCMA ADC
--Relapsed/Refractory Multiple Myeloma
BCMA TCE
--Relapsed/Refractory Multiple Myeloma
CD3XCD33 Bispecific Antibodyª
--Relapsed/Refractory Acute Myeloid Leukemia
CELMoD
--Relapsed/Refractory Acute Myeloid Leukemia
--Relapsed/Refractory Multiple Myeloma
--Relapsed/Refractory Non-Hodgkin Lymphoma
Anti-SIRPα
--Non-Hodgkin Lymphoma
LSD1 Inhibitor
--Relapsed/Refractory Non-Hodgkin Lymphoma
MAT2Aª
--Lymphoma
|
|
OPDIVOª
--Non-Hodgkin Lymphoma (Diffuse Large B-cell Lymphoma)
--Non-Hodgkin Lymphoma (Follicular Lymphoma)
--Pediatric Hodgkin Lymphoma
--Primary Testicular Lymphoma
OPDIVOª + EMPLICITIª
--Relapsed/Refractory Multiple Myeloma
IDHIFAª
--1L Acute Myeloid Leukemia
--Newly Diagnosed Acute Myeloid Leukemia with IDH2 Mutation
REBLOZYLª
--MF Anemia
--Non-Transfusion-Dependent Beta-Thalassemia
liso-cel (CD-19 CAR T)
--2L Diffuse Large B-cell Lymphoma
--3L Diffuse Large B-cell Lymphoma
--Chronic Lymphocytic Leukemia
ide-cel (BCMA CAR T)ª
--2L Relapsed/Refractory Multiple Myeloma
--4L+ Relapsed/Refractory Multiple Myeloma
Iberdomide (CELMoD)
--Multiple Myeloma
DNMT Inhibitor (CC-486)
--Post HMA Failure MDS
|
|
OPDIVOª
--Refractory Hodgkin Lymphoma
EMPLICITIª + REVLIMID
--1L Multiple Myeloma
POMALYST/IMNOVID
--Relapsed/Refractory Multiple Myeloma
REBLOZYLª
--ESA Naïve MDS
--MDS Previously treated with ESA
INREBIC
--MF Previously treated with Ruxolitinib
IDHIFAª
--Relapsed/Refractory Acute Myeloid Leukemia with IDH2 Mutation
ISTODAX
--1L Peripheral T-cell Lymphoma
liso-cel (CD-19 CAR T)
--Relapsed/Refractory Aggressive Large B-cell Lymphoma
ide-cel (BCMA CAR T)ª
--3L Relapsed/Refractory Multiple Myeloma
DNMT Inhibitor (CC-486)
--Angioimmunoblastic T-cell Lymphoma
--Lower Risk MDS
--Post-Induction Acute Myeloid Leukemia Maintenance
|
|
REVLIMID
--1L Multiple Myeloma
--Mantle Cell Lymphoma
--MDS
--Multiple Myeloma
--Previously treated Follicular Lymphoma
--Relapsed/Refractory Adult T-cell Leukemia/Lymphoma
OPDIVOª
--Advanced Hodgkin Lymphoma
POMALYST/IMNOVID
--Multiple Myeloma
--Relapsed/Refractory Multiple Myeloma
EMPLICITIª + POMALYST/IMNOVID
--Relapsed/Refractory Multiple Myeloma
EMPLICITIª + REVLIMID
--Relapsed/Refractory Multiple Myeloma
SPRYCEL
--1L CML
--Pediatric ALL
--Refractory CML
VIDAZA
--Acute Myeloid Leukemia
--Chronic Myelomonocytic Leukemia
--MDS
REBLOZYL
--Transfusion-Dependent Beta-Thalassemia
INREBIC
--MF
IDHIFAª
--Relapsed/Refractory AML
ISTODAX
--Cutaneous T-cell Lymphoma
--Peripheral T-cell Lymphoma
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PHASE I
|
|
PHASE II
|
|
PHASE III
|
|
APPROVED INDICATIONS
|
|
|
|
|
|
|
|
|
|
|
|
OPDIVOª
--Solid Tumors
OPDIVOª + YERVOYª
--Solid Tumors
OPDIVOª + Motolimod
--SCCHN
Relatlimabª^
--Solid Tumors
NLRP3 Agonist^
--Solid Tumors
Anti-TIM-3^
--Solid Tumors
STING Agonist
--Solid Tumors
EP4ª Antagonist^
--Solid Tumors
AHRª
--Solid Tumors
Anti-CTLA-4 NF-Probody
--Solid Tumors
Anti-ICOS^
--Solid Tumors
Anti-TIGIT^
--Solid Tumors
Anti-CD73^
--Solid Tumors
BET Inhibitor^
--Solid Tumors
Anti-SIRPα
--Solid Tumors
GEMoaB CD3xPSCAª
--Solid Tumors
Anti-IL8^
--Solid Tumors
LSD1 Inhibitor
--Extensive Stage SCLC
MAT2Aª
--Solid Tumors
|
|
OPDIVOª
--1L CRC
--Ovarian
--Pan Tumor TMB High
--Pediatric
OPDIVOª^
--Solid Tumors
OPDIVOª + YERVOYª
--Metastatic Castration-Resistant Prostate
OPDIVOª + YERVOYª^
--Solid Tumors
OPDIVOª + CDK4/6 Inhibitor
--Neoadjuvant ER+/HER2- Breast
OPDIVOª + Relatlimabª
--Solid Tumors
OPDIVOª + Linrodostat
--Solid Tumors
OPDIVOª + Bempegaldesleukinª
--Solid Tumors
OPDIVOª + Bempegaldesleukinª#
--1L Bladder
POMALYST/IMNOVID
--Pediatric Glioblastoma
Anti-CTLA-4 NF^
--Solid Tumors
Anti-CTLA-4 Probody^
--Solid Tumors
CCR2/5 Dual Antagonist^
--Solid Tumors
Cabiralizumabª^
--Solid Tumors
|
|
OPDIVOª
--1L Glioblastoma
--1L HCC
--1L Head & Neck
--1L Head & Neck Locally Advanced
--2L Esophageal
--Adjuvant Bladder
--Adjuvant Esophageal/Gastroesophageal
--Adjuvant Gastric
--Adjuvant HCC
--Adjuvant Melanoma
--Adjuvant RCC
--Metastatic Castration-Resistant Prostate
--Neoadjuvant ER+/HER2- Breast
--Neoadjuvant NSCLC
--Peri-adjuvant NSCLC
--Unresectable NSCLC
OPDIVOª + YERVOYª
--1L Bladder
--1L Esophageal
--1L Gastric
--1L HCC
--1L Head & Neck
--1L Mesothelioma
--1L NSCLC
--Adjuvant Melanoma
--Adjuvant RCC
--NSCLC EGFR Mutant
--Unresectable NSCLC
OPDIVOª + Relatlimabª
--1L Melanoma
OPDIVOª + Linrodostat
--1L Metastatic Melanoma
--Neoadjuvant Muscle Invasive Bladder Cancer
OPDIVOª + Bacillus Calmette-Guerin
--High-Risk Non-Muscle Invasive Bladder Cancer
OPDIVOª + Bempegaldesleukinª
--1L Melanoma
OPDIVOª + Bempegaldesleukinª#
--1L RCC
OPDIVOª + YERVOYª + Cabozantinibª
--Metastatic RCC
Marizomib
--Newly Diagnosed Glioblastoma
|
|
OPDIVOª
--1L BRAF wild-type Metastatic Melanoma
--Adjuvant Melanoma
--Melanoma across BRAF status
--Mesothelioma
--Previously treated advanced RCC
--Previously treated Gastric cancer (Japan)
--Previously treated HCC
--Previously treated Metastatic Head & Neck
--Previously treated Metastatic Melanoma
--Previously treated Metastatic MSI-High CRC
--Previously treated Metastatic Non-squamous NSCLC
--Previously treated Metastatic SCLC
--Previously treated Metastatic Squamous NSCLC
--Previously treated Metastatic Urothelial
OPDIVOª + YERVOYª
--1L Metastatic Melanoma
--1L RCC
--BRAF wild-type Metastatic Melanoma
--Melanoma across BRAF status
--Previously treated Metastatic MSI-High CRC
YERVOYª
--Adjuvant Melanoma
--Adolescent Metastatic Melanoma
--Metastatic Melanoma
ABRAXANE
--Breast
--Gastric
--Locally Advanced or Metastatic NSCLC
--Metastatic Breast Cancer
--NSCLC
--Pancreatic
--Unresectable Pancreatic
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PHASE I
|
|
PHASE II
|
|
PHASE III
|
|
APPROVED INDICATIONS
|
|
|
|
|
|
|
|
|
|
|
|
TYK2 Inhibitor (2)
--Autoimmune Disease
TLR 7/8 Antagonist
--Autoimmune Disease
S1P1 Agonist
--Autoimmune Disease
IL-2 Agonist
--Autoimmune Disease
MK2
--Autoimmune Disease
|
|
Branebrutinib
--Rheumatoid Arthritis
--Sjögren's Disease
--Systemic Lupus Erythematosus
TYK2 Inhibitor
--Crohn's Disease
--Lupus Nephritis
--Psoriatic Arthritis
--Systemic Lupus Erythematosus
--Ulcerative Colitis
Iberdomide(CELMoD)
--Systemic Lupus Erythematosus
Anti-IL-13
--Eosinophilic Esophagitis
|
|
ORENCIA
--Idiopathic Inflammatory Myopathy
NULOJIX
--Switch from Calcineurin Inhibitor Renal Transplant
TYK2 Inhibitor
--Psoriasis
Ozanimod
--Crohn's Disease
--Relapsing Multiple Sclerosis
--Ulcerative Colitis
|
|
ORENCIA
--Active Polyarticular JIA
--Early Rheumatoid Arthritis
--JIA Intravenous
--JIA Subcutaneous
--Psoriatic Arthritis
--RA Auto injector
--RA Intravenous
--RA Subcutaneous
NULOJIX
--De Novo Renal Transplant
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PHASE I
|
|
PHASE II
|
|
PHASE III
|
|
APPROVED INDICATIONS
|
|
|
|
|
|
|
|
|
|
|
|
Factor XIa Inhibitorª (2)
--Thrombotic Disorders
FPR-2 Agonist
--Heart Failure
Relaxin
--Heart Failure
|
|
ELIQUISª
--Pediatric Heart Disease
Nitroxyl Donor
--Heart Failure
Factor XIa Inhibitorª
--Thrombotic Disorders
|
|
|
|
ELIQUISª
--Stroke Prevention in Atrial Fibrillation
--Venous Thromboembolism Prevention Orthopedic Surgery
--Venous Thromboembolism Treatment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PHASE I
|
|
PHASE II
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LPA1 Antagonist
--Pulmonary Fibrosis
|
|
HSP47ª
--Fibrosis
Pegbelfermin
--Non-alcoholic Steatohepatitis
JNK Inhibitor
--Idiopathic Pulmonary Fibrosis
--Non-Alcoholic Steatohepatitis
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note: Above pipeline excludes clinical collaborations
|
|
|
ª Development Partnership: OPDIVO, YERVOY, Relatlimab, EP4: Ono (our collaboration with Ono also includes other early stage compounds); EMPLICITI: AbbVie; Bempegaldesleukin: Nektar; Cabiralizumab: Five Prime Therapeutics, Inc.; Cabozantinib: Exelixis, Inc.; ELIQUIS: Pfizer; Factor XIa Inhibitor: Janssen Pharmaceuticals, Inc.; HSP47: Nitto Denko Corporation; CD3XCD33, GEMoaB CD3xPSCA, GEM333: GeMoaB Monoclonals GmbH; bb21217, ide-cel: bluebird bio, Inc.; REBLOZYL: Acceleron Pharma Inc.; IDHIFA, MAT2A: Agios Pharmaceuticals, Inc.; AHR: Ikena Oncology
|
|
|
^ Trial(s) exploring various combinations
|
|
|
# Partner-run study
|
|
Opdivo/Yervoy Metastatic Setting
|
|
Hematology
|
||||||
Asset
|
Tumor
|
Trial
|
Timing
|
|
Asset
|
Disease
|
Trial
|
Timing
|
Opdivo + Cabo
|
RCC
|
CM-9ER
|
1H 2020
|
|
Empliciti + Revlimid
|
1L Multiple Myeloma
|
CA204-006
|
1H 2020
|
Opdivo + Yervoy
|
Esophageal
|
CM-648
|
2H 2020
|
|
liso-cel (JCAR017)
|
3L+ Chronic Lymphocytic Leukemia
|
TRANSCEND-CLL-004
|
2021
|
Opdivo + Relatlimab
|
Melanoma
|
CA224-047
|
1H 2021
|
|
2L TE Diffuse Large B-cell Lymphoma
|
TRANSFORM
|
2021
|
|
Opdivo + Yervoy
|
Bladder
|
CM-901
|
2021
|
|
2L TNE Diffuse Large B-cell Lymphoma
|
PILOT
|
2021
|
|
Opdivo + Yervoy
|
Gastric
|
CM-649
|
2021
|
|
ide-cel (bb2121)
|
2L Multiple Myeloma
|
KarMMa-2
|
2021
|
Opdivo + Yervoy
|
Head & Neck
|
CM-651
|
2021
|
|
3L+ Multiple Myeloma
|
KarMMa-3
|
2021
|
|
Opdivo + Yervoy
|
Mesothelioma
|
CM-743
|
2021
|
|
|
|
|
|
Opdivo
|
Melanoma, Renal, Bladder
|
Opdivo + NKTR-214
|
2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Opdivo/Yervoy Early Stage Setting
|
|
Immunology
|
||||||
Asset
|
Tumor
|
Trial
|
Timing
|
|
Asset
|
Disease
|
Trial
|
Timing
|
Opdivo + Yervoy
|
Melanoma
|
CM-915
|
2H 2020
|
|
Ozanimod
|
Ulcerative Colitis
|
TRUE NORTH
|
Mid 2020
|
Opdivo
|
Muscle-Invasive Bladder Cancer
|
CM-274
|
2H 2020
|
|
TYK-2
|
Moderate to Severe Plaque Psoriasis
|
POETYK-PSO-1/IM011-046
|
2H 2020
|
Opdivo + Chemo
|
NSCLC (Neo-Adjuvant)
|
CM-816
|
2H 2020
|
|
POETYK-PSO-2/IM011-047
|
2021
|
||
Opdivo
|
Esophageal
|
CM-577
|
2021
|
|
|
|
|
|
Item 1A.
|
RISK FACTORS.
|
•
|
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.
|
Item 1B.
|
UNRESOLVED STAFF COMMENTS.
|
Item 2.
|
PROPERTIES.
|
|
Manufacturing
|
|
R&D
|
||
United States
|
4
|
|
|
11
|
|
Europe
|
3
|
|
|
1
|
|
Total
|
7
|
|
|
12
|
|
Item 3.
|
LEGAL PROCEEDINGS.
|
Item 4.
|
MINE SAFETY DISCLOSURES.
|
Name and Current Position
|
Age
|
Employment History for the Past 5 Years
|
Giovanni Caforio, M.D.
Chairman of the Board and Chief Executive Officer
Member of the Leadership Team
|
55
|
2014 to 2015 – Chief Operating Officer and Director of the Company
2015 to 2017 – Chief Executive Officer and Director of the Company
2017 to present – Chairman of the Board and Chief Executive Officer
|
Nadim Ahmed
Executive Vice President and President, Hematology
Member of the Leadership Team
|
52
|
2014 to 2016 – Corporate Vice President, U.S. Commercial, Celgene
2016 to 2017 – Senior Vice President Worldwide Markets, Celgene
2017 to 2019 – Executive Vice President/President Hematology/Oncology, Celgene
2019 to present – Executive Vice President and President, Hematology
|
Charles A. Bancroft
Executive Vice President and Head of Integration
Member of the Leadership Team
|
60
|
2011 to 2016 – Chief Financial Officer and Executive Vice President, Global Services
2016 to 2019 – Chief Financial Officer and Executive Vice President, Global Business Operations
2019 to present – Executive Vice President and Head of Integration
|
Christopher Boerner, Ph.D.
Executive Vice President, Chief Commercial Officer Member of the Leadership Team |
49
|
2014 to 2015 – Executive Vice President, Seattle Genetics
2015 to 2017 – President and Head of U.S. Commercial
2017 to 2018 – President and Head, International Markets
2018 to present – Executive Vice President, Chief Commercial Officer
|
Adam Dubow
Senior Vice President, Chief Compliance and Ethics Officer Member of the Leadership Team |
53
|
2013 to 2015 – Vice President and Assistant General Counsel, China, Japan and Intercon Region and EMAC Region
2015 to 2018 – Vice President and Associate General Counsel, Research and Development
2018 to present – Senior Vice President, Chief Compliance and Ethics Officer
|
Joseph E. Eid, M.D.
Senior Vice President and Head of Global Medical Affairs
Member of the Leadership Team
|
52
|
2014 to 2017 – Vice President, Head of Oncology Global Medical Affairs, Merck
2017 to 2019 – Head of Global Medical
2017 to present – Senior Vice President and Head of Global Medical Affairs
|
John E. Elicker
Executive Vice President, Investor Relations
Member of the Leadership Team
|
60
|
2012 to 2017 – Senior Vice President, Public Affairs and Investor Relations
2017 to 2019 – Senior Vice President, Corporate Affairs and Investor Relations
2019 to present – Executive Vice President, Investor Relations
|
David V. Elkins
Executive Vice President and Chief Financial Officer
Member of the Leadership Team
|
51
|
2014 to 2017 – Group Vice President and Chief Financial Officer, Consumer and Consumer Medicines, Johnson & Johnson
2017 to 2018 – Worldwide Vice President and Chief Financial Officer, Consumer Products, Medical Development and Corporate Functions, Johnson & Johnson
2018 to 2019 – Chief Financial Officer, Celgene
2019 to present – Executive Vice President and Chief Financial Officer
|
Samit Hirawat, M.D.
Executive Vice President, Chief Medical Officer, Global Drug Development
Member of the Leadership Team
|
51
|
2012 to 2016 – Senior Vice President & Global Program Head, Novartis
2017 to 2019 – Executive Vice President, Head of Oncology Development, Novartis
2019 to present – Executive Vice President, Chief Medical Officer, Global Drug Development
|
Sandra Leung
Executive Vice President, General Counsel
Member of the Leadership Team
|
59
|
2007 to 2014 – General Counsel and Corporate Secretary
2014 to 2015 – Executive Vice President, General Counsel and Corporate Secretary
2015 to present – Executive Vice President, General Counsel
|
Kathryn Metcalfe
Executive Vice President, Corporate Affairs
Member of the Leadership Team
|
51
|
2011 to 2016 – Chief Communications Officer, Deloitte, LLP
2016 to 2018 – Chief Communications Officer, Aetna, Inc.
2018 to 2019 – Chief Communications Officer, CVS Health Corporation
2020 to present – Executive Vice President, Corporate Affairs
|
Ann Powell Judge
Executive Vice President, Chief Human Resources Officer
Member of the Leadership Team
|
54
|
2009 to 2013 – Chief Human Resources Officer, Shire Pharmaceuticals
2013 to 2016 – Senior Vice President, Global Human Resources
2016 to 2019 – Senior Vice President, Chief Human Resources Officer
2019 to present – Executive Vice President, Chief Human Resources Officer
|
Karen Santiago
Senior Vice President and Corporate Controller |
49
|
2012 to 2015 – Vice President Finance, Global Manufacturing and Supply
2015 to 2016 – Vice President Finance, U.S. Commercial and Global Capability Hub
2016 to 2018 – Lead, Enabling Functions and Finance Transformation
2018 to present – Senior Vice President and Corporate Controller
|
Louis S. Schmukler
Executive Vice President and President, Global Product Development and Supply
Member of the Leadership Team
|
64
|
2011 to 2017 – President, Global Product Development and Supply
2017 to 2019 – Senior Vice President and President, Global Product Development and Supply
2019 to present – Executive Vice President and President, Global Product Development and Supply
|
Rupert Vessey, M.A., B.M., B.Ch., F.R.C.P., D.Phil.
Executive Vice President, Research and Early Development
Member of the Leadership Team
|
55
|
2015 to 2019 – President of Research and Early Development, Celgene
2019 to present – Executive Vice President, Research and Early Development
|
Paul von Autenried
Executive Vice President, Chief Information Officer
Member of the Leadership Team
|
58
|
2012 to 2016 – Senior Vice President, Enterprise Services and Chief Information Officer
2016 to 2019 – Senior Vice President, Chief Information Officer
2019 to present – Executive Vice President, Chief Information Officer
|
Item 5.
|
MARKET FOR THE REGISTRANT’S COMMON STOCK AND OTHER STOCKHOLDER MATTERS.
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
||||||||||||
Bristol-Myers Squibb
|
$
|
100.00
|
|
|
$
|
119.26
|
|
|
$
|
103.17
|
|
|
$
|
111.12
|
|
|
$
|
96.79
|
|
|
$
|
123.64
|
|
S&P 500
|
100.00
|
|
|
101.38
|
|
|
113.51
|
|
|
138.29
|
|
|
132.23
|
|
|
173.86
|
|
||||||
Peer Group
|
100.00
|
|
|
102.92
|
|
|
102.35
|
|
|
117.95
|
|
|
129.78
|
|
|
152.19
|
|
Period
|
Total Number of Shares Purchased(a)
|
|
Average Price Paid per Share(a)
|
|
Total Number of Shares Purchased as Part of Publicly Announced Programs(b)
|
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs(b)
|
||||||
Dollars in Millions, Except Per Share Data
|
|
|
|
|
|
|
|
||||||
October 1 to 31, 2019
|
7,340
|
|
|
$
|
49.78
|
|
|
—
|
|
|
$
|
1,048
|
|
November 1 to 30, 2019(c)
|
98,729,392
|
|
|
—
|
|
|
98,713,203
|
|
|
1,048
|
|
||
December 1 to 31, 2019
|
2,038,527
|
|
|
57.39
|
|
|
—
|
|
|
1,048
|
|
||
Three months ended December 31, 2019
|
100,775,259
|
|
|
|
|
98,713,203
|
|
|
|
(a)
|
Includes shares repurchased as part of publicly announced programs and shares of common stock surrendered to the Company to satisfy tax withholding obligations in connection with the vesting of awards under our long-term incentive program.
|
(b)
|
In May 2010, the Board of Directors authorized the repurchase of up to $3.0 billion of our common stock and in June 2012 increased its authorization for the repurchase of our common stock by an additional $3.0 billion. In October 2016, the Board of Directors approved a new stock repurchase program authorizing the repurchase of an additional $3.0 billion of our common stock and in November 2019 further increased its authorization for the repurchase of our common stock by an additional $7.0 billion. The stock repurchase program does not have an expiration date. Refer to “Item 1. Financial Statements-Note 16. Equity” for information on the share repurchase program.
|
(c)
|
In connection with the stock repurchase program, we executed accelerated share repurchase agreements (“ASR”) with Morgan Stanley & Co. LLC and Barclays Bank PLC to repurchase an aggregate $7 billion of common stock. The ASR was funded with cash on-hand. In November 2019, approximately 99 million shares of common stock, representing approximately 80% of the $7 billion aggregate repurchase price at the then current stock price, were delivered to the Company and included in treasury stock. The agreements are expected to settle during the second quarter of 2020, upon which additional shares of common stock may be delivered to the Company or, under certain circumstances, the Company may be required to make a cash payment or may elect to deliver shares of common stock to the counterparties. The total number of shares ultimately repurchased under the program will be determined upon final settlement and will be based on a discount to the volume-weighted average price of our common stock during the ASR period.
|
Item 6.
|
SELECTED FINANCIAL DATA.
|
Amounts in Millions, except per share data
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Income Statement Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Revenues
|
$
|
26,145
|
|
|
$
|
22,561
|
|
|
$
|
20,776
|
|
|
$
|
19,427
|
|
|
$
|
16,560
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Earnings
|
3,460
|
|
|
4,947
|
|
|
975
|
|
|
4,507
|
|
|
1,631
|
|
|||||
Net Earnings/(Loss) Attributable to:
|
|
|
|
|
|
|
|
|
|
||||||||||
Noncontrolling Interest
|
21
|
|
|
27
|
|
|
(32
|
)
|
|
50
|
|
|
66
|
|
|||||
BMS
|
3,439
|
|
|
4,920
|
|
|
1,007
|
|
|
4,457
|
|
|
1,565
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Earnings per Common Share Attributable to BMS:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
2.02
|
|
|
$
|
3.01
|
|
|
$
|
0.61
|
|
|
$
|
2.67
|
|
|
$
|
0.94
|
|
Diluted
|
2.01
|
|
|
3.01
|
|
|
0.61
|
|
|
2.65
|
|
|
0.93
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
1,705
|
|
|
1,633
|
|
|
1,645
|
|
|
1,671
|
|
|
1,667
|
|
|||||
Diluted
|
1,712
|
|
|
1,637
|
|
|
1,652
|
|
|
1,680
|
|
|
1,679
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash dividends paid on BMS common and preferred stock
|
$
|
2,679
|
|
|
$
|
2,613
|
|
|
$
|
2,577
|
|
|
$
|
2,547
|
|
|
$
|
2,477
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash dividends declared per common share
|
$
|
1.68
|
|
|
$
|
1.61
|
|
|
$
|
1.57
|
|
|
$
|
1.53
|
|
|
$
|
1.49
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial Position Data at December 31:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
12,346
|
|
|
$
|
6,911
|
|
|
$
|
5,421
|
|
|
$
|
4,237
|
|
|
$
|
2,385
|
|
Marketable debt securities(a)(b)
|
3,814
|
|
|
3,623
|
|
|
3,739
|
|
|
4,724
|
|
|
6,442
|
|
|||||
Total Assets
|
129,944
|
|
|
34,986
|
|
|
33,551
|
|
|
33,707
|
|
|
31,748
|
|
|||||
Long-term debt(a)
|
46,150
|
|
|
6,895
|
|
|
6,975
|
|
|
6,465
|
|
|
6,550
|
|
|||||
Equity
|
51,698
|
|
|
14,127
|
|
|
11,847
|
|
|
16,347
|
|
|
14,424
|
|
(a)
|
Includes current and non-current portion.
|
(b)
|
Prior period amounts were conformed to current period presentation.
|
Item 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|
|
Year Ended December 31,
|
||||||
Dollars in Millions, except per share data
|
2019
|
|
2018
|
||||
Total Revenues
|
$
|
26,145
|
|
|
$
|
22,561
|
|
|
|
|
|
||||
Diluted Earnings Per Share
|
|
|
|
||||
GAAP
|
$
|
2.01
|
|
|
$
|
3.01
|
|
Non-GAAP
|
4.69
|
|
|
3.98
|
|
Product
|
Date
|
Approval
|
Revlimid
|
December 2019
|
EC approval in combination with rituximab for the treatment of adult patients with previously treated FL (Grade 1-3a). Revlimid and rituximab (R2) is the first chemotherapy-free combination regimen approved for the patients with FL by the EC.
|
Opdivo+Yervoy
|
March 2019
|
Conversion of accelerated FDA approval to full FDA approval for Opdivo+Yervoy for first line metastatic melanoma treatment based on longer follow-up data from CheckMate-067.
|
January 2019
|
EC approval of Opdivo plus low-dose Yervoy for previously untreated patients with intermediate and poor-risk advanced RCC.
|
Orencia
|
April 2019
|
EC approval of two new strengths (50 mg and 87.5 mg) for subcutaneous administration, and a new indication for Orencia injection for the treatment of moderate to severe active polyarticular juvenile idiopathic arthritis in pediatric patients 2 years of age and older.
|
Sprycel
|
February 2019
|
EC approval in both tablet and powder for oral suspension formulations, in combination with chemotherapy for the treatment of pediatric patients with newly diagnosed Philadelphia chromosome-positive ALL.
|
Empliciti
|
November 2019
|
Approved in Japan in combination with pomalidomide and dexamethasone for multiple myeloma following at least two prior therapies, including lenalidomide and proteasome inhibitor.
|
August 2019
|
EC approval in combination with pomalidomide and dexamethasone for adult patients with RRMM who have received at least two prior therapies, including lenalidomide and a proteasome inhibitor, and have demonstrated disease progression on the last therapy.
|
Inrebic(a)
|
August 2019
|
FDA approval for the treatment of adult patients with intermediate-2 or high-risk primary or secondary (post-polycythemia vera or post-essential thrombocythemia) myelofibrosis.
|
Reblozyl(a)
|
November 2019
|
FDA approval for the treatment of anemia in adult patients with beta thalassemia who require regular red blood cell transfusions.
|
(a)
|
The regulatory approval was obtained by Celgene prior to the completion of the Celgene transaction.
|
|
Year Ended December 31,
|
|
2019 vs. 2018
|
||||||||||
Dollars in Millions
|
2019
|
|
2018
|
|
% Change
|
|
Foreign Exchange(b)
|
||||||
United States
|
$
|
15,342
|
|
|
$
|
12,586
|
|
|
22
|
%
|
|
—
|
|
Europe
|
6,266
|
|
|
5,658
|
|
|
11
|
%
|
|
(6
|
)%
|
||
Rest of the World
|
4,013
|
|
|
3,733
|
|
|
8
|
%
|
|
(5
|
)%
|
||
Other(a)
|
524
|
|
|
584
|
|
|
(10
|
)%
|
|
N/A
|
|
||
Total
|
$
|
26,145
|
|
|
$
|
22,561
|
|
|
16
|
%
|
|
(2
|
)%
|
(a)
|
Other revenues include royalties and alliance-related revenues for products not sold by our regional commercial organizations.
|
(b)
|
Foreign exchange impacts were derived by applying the prior period average currency rates to the current period revenues.
|
|
Year Ended December 31, 2019
|
||||||||||||||
Dollars in Millions
|
Charge-Backs and Cash Discounts
|
|
Medicaid and Medicare Rebates
|
|
Other Rebates, Returns, Discounts and Adjustments
|
|
Total
|
||||||||
Balance at January 1, 2019
|
$
|
245
|
|
|
$
|
1,061
|
|
|
$
|
1,356
|
|
|
$
|
2,662
|
|
Celgene acquisition
|
116
|
|
|
426
|
|
|
846
|
|
|
1,388
|
|
||||
Provision related to sales made in:
|
|
|
|
|
|
|
|
||||||||
Current period
|
3,679
|
|
|
5,003
|
|
|
3,482
|
|
|
12,164
|
|
||||
Prior period
|
(4
|
)
|
|
(62
|
)
|
|
(66
|
)
|
|
(132
|
)
|
||||
Payments and returns
|
(3,643
|
)
|
|
(4,569
|
)
|
|
(3,196
|
)
|
|
(11,408
|
)
|
||||
Foreign currency translation and other
|
(2
|
)
|
|
—
|
|
|
(6
|
)
|
|
(8
|
)
|
||||
Balance at December 31, 2019
|
$
|
391
|
|
|
$
|
1,859
|
|
|
$
|
2,416
|
|
|
$
|
4,666
|
|
|
Year Ended December 31,
|
|
% Change
|
|||||||
Dollars in Millions
|
2019
|
|
2018
|
|
2019 vs. 2018
|
|||||
Gross product sales
|
$
|
37,206
|
|
|
$
|
30,174
|
|
|
23
|
%
|
GTN Adjustments
|
|
|
|
|
|
|||||
Charge-backs and cash discounts
|
(3,675
|
)
|
|
(2,735
|
)
|
|
34
|
%
|
||
Medicaid and Medicare rebates
|
(4,941
|
)
|
|
(3,225
|
)
|
|
53
|
%
|
||
Other rebates, returns, discounts and adjustments
|
(3,416
|
)
|
|
(2,633
|
)
|
|
30
|
%
|
||
Total GTN Adjustments
|
(12,032
|
)
|
|
(8,593
|
)
|
|
40
|
%
|
||
Net product sales
|
$
|
25,174
|
|
|
$
|
21,581
|
|
|
17
|
%
|
|
|
|
|
|
|
|||||
GTN adjustments percentage
|
32
|
%
|
|
28
|
%
|
|
4
|
%
|
||
U.S.
|
40
|
%
|
|
36
|
%
|
|
4
|
%
|
||
Non-U.S.
|
15
|
%
|
|
13
|
%
|
|
2
|
%
|
|
Year Ended December 31,
|
|
% Change
|
|||||||
Dollars in Millions
|
2019
|
|
2018
|
|
2019 vs. 2018
|
|||||
Prioritized Brands
|
|
|
|
|
|
|||||
Revlimid
|
$
|
1,299
|
|
|
$
|
—
|
|
|
N/A
|
|
U.S.
|
899
|
|
|
—
|
|
|
N/A
|
|
||
Non-U.S.
|
400
|
|
|
—
|
|
|
N/A
|
|
||
|
|
|
|
|
|
|||||
Eliquis
|
7,929
|
|
|
6,438
|
|
|
23
|
%
|
||
U.S.
|
4,755
|
|
|
3,760
|
|
|
26
|
%
|
||
Non-U.S.
|
3,174
|
|
|
2,678
|
|
|
19
|
%
|
||
|
|
|
|
|
|
|||||
Opdivo
|
7,204
|
|
|
6,735
|
|
|
7
|
%
|
||
U.S.
|
4,344
|
|
|
4,239
|
|
|
2
|
%
|
||
Non-U.S.
|
2,860
|
|
|
2,496
|
|
|
15
|
%
|
||
|
|
|
|
|
|
|||||
Orencia
|
2,977
|
|
|
2,710
|
|
|
10
|
%
|
||
U.S.
|
2,146
|
|
|
1,875
|
|
|
14
|
%
|
||
Non-U.S.
|
831
|
|
|
835
|
|
|
—
|
|
||
|
|
|
|
|
|
|||||
Pomalyst/Imnovid
|
322
|
|
|
—
|
|
|
N/A
|
|
||
U.S.
|
226
|
|
|
—
|
|
|
N/A
|
|
||
Non-U.S.
|
96
|
|
|
—
|
|
|
N/A
|
|
||
|
|
|
|
|
|
|||||
Sprycel
|
2,110
|
|
|
2,000
|
|
|
6
|
%
|
||
U.S.
|
1,191
|
|
|
1,091
|
|
|
9
|
%
|
||
Non-U.S.
|
919
|
|
|
909
|
|
|
1
|
%
|
||
|
|
|
|
|
|
|||||
Yervoy
|
1,489
|
|
|
1,330
|
|
|
12
|
%
|
||
U.S.
|
1,004
|
|
|
941
|
|
|
7
|
%
|
||
Non-U.S.
|
485
|
|
|
389
|
|
|
25
|
%
|
||
|
|
|
|
|
|
|||||
Abraxane
|
166
|
|
|
—
|
|
|
N/A
|
|
||
U.S.
|
122
|
|
|
—
|
|
|
N/A
|
|
||
Non-U.S.
|
44
|
|
|
—
|
|
|
N/A
|
|
||
|
|
|
|
|
|
|||||
Empliciti
|
357
|
|
|
247
|
|
|
45
|
%
|
||
U.S.
|
246
|
|
|
164
|
|
|
50
|
%
|
||
Non-U.S.
|
111
|
|
|
83
|
|
|
34
|
%
|
||
|
|
|
|
|
|
|||||
Inrebic
|
5
|
|
|
—
|
|
|
N/A
|
|
||
U.S.
|
5
|
|
|
—
|
|
|
N/A
|
|
||
Non-U.S.
|
—
|
|
|
—
|
|
|
N/A
|
|
|
Year Ended December 31,
|
|
% Change
|
|||||||
Dollars in Millions
|
2019
|
|
2018
|
|
2019 vs. 2018
|
|||||
Established Brands
|
|
|
|
|
|
|||||
Baraclude
|
$
|
555
|
|
|
$
|
744
|
|
|
(25
|
)%
|
U.S.
|
20
|
|
|
32
|
|
|
(38
|
)%
|
||
Non-U.S.
|
535
|
|
|
712
|
|
|
(25
|
)%
|
||
|
|
|
|
|
|
|||||
Vidaza
|
58
|
|
|
—
|
|
|
N/A
|
|
||
U.S.
|
1
|
|
|
—
|
|
|
N/A
|
|
||
Non-U.S.
|
57
|
|
|
—
|
|
|
N/A
|
|
||
|
|
|
|
|
|
|||||
Other Brands(a)
|
1,674
|
|
|
2,357
|
|
|
(29
|
)%
|
||
U.S.
|
383
|
|
|
484
|
|
|
(21
|
)%
|
||
Non-U.S.
|
1,291
|
|
|
1,873
|
|
|
(31
|
)%
|
||
|
|
|
|
|
|
|||||
Total Revenues
|
26,145
|
|
|
22,561
|
|
|
16
|
%
|
||
U.S.
|
15,342
|
|
|
12,586
|
|
|
22
|
%
|
||
Non-U.S.
|
10,803
|
|
|
9,975
|
|
|
8
|
%
|
(a)
|
Includes BMS and Celgene products in 2019.
|
•
|
U.S. revenues increased due to higher demand, partially offset by higher Medicare Part D coverage gap cost share (from 50% in 2018 to 70% in 2019).
|
•
|
International revenues increased due to higher demand. Excluding foreign exchange impacts, revenues increased by 24% in 2019.
|
•
|
U.S. revenues increased due to higher average net selling price. The decline in growth rate from 37% in 2018 to 2% in 2019 was primarily due to a smaller previously-treated advanced lung cancer market and increased competition for the Opdivo+Yervoy combination in kidney cancer. We expect this trend to continue until the market stabilizes or new indications are approved and launched.
|
•
|
International revenues increased due to higher demand as a result of approvals for additional indications in 2018 and launches in Europe and Asia. Excluding foreign exchange impacts, revenues increased by 22% in 2019.
|
•
|
U.S. revenues increased due to higher demand and higher average net selling price.
|
•
|
Excluding foreign exchange impacts, international revenues increased by 5% in 2019.
|
•
|
U.S. revenues increased due to higher average net selling price and higher demand.
|
•
|
International revenues were unchanged in 2019, but may decline due to generic European competition.
|
•
|
U.S. revenues increased due to higher demand and higher average net selling price.
|
•
|
International revenues increased due to higher demand as a result of approvals for additional indications and launches primarily in Europe and Japan in 2018. Excluding foreign exchange impacts, revenue increased by 31% in 2019.
|
•
|
International revenues decreased due to lower demand resulting from increased generic competition.
|
•
|
International revenues decreased primarily due to divestiture of the UPSA business and certain other brands and continued generic erosion.
|
|
Year Ended December 31,
|
|
% Change
|
|||||||
Dollar in Millions
|
2019
|
|
2018
|
|
2019 vs 2018
|
|||||
Cost of products sold(a)
|
$
|
8,078
|
|
|
$
|
6,467
|
|
|
25
|
%
|
Marketing, selling and administrative
|
4,871
|
|
|
4,551
|
|
|
7
|
%
|
||
Research and development
|
6,148
|
|
|
6,332
|
|
|
(3
|
)%
|
||
Amortization of acquired intangible assets
|
1,135
|
|
|
97
|
|
|
**
|
|
||
Other (income)/expense, net
|
938
|
|
|
(854
|
)
|
|
**
|
|
||
Total Expenses
|
$
|
21,170
|
|
|
$
|
16,593
|
|
|
28
|
%
|
**
|
In excess of +/- 100%.
|
(a)
|
Excludes amortization of acquired intangible assets.
|
•
|
Cost of products sold increased by $1.6 billion due to higher royalties and profit sharing of $702 million primarily from higher Eliquis sales, unwinding of inventory fair value adjustments of $660 million, an impairment charge of $126 million for a manufacturing and packaging facility and higher product sales.
|
•
|
Marketing, selling and administrative expenses increased by $320 million in 2019 primarily due to Celgene expenses of approximately $400 million, partially offset by foreign exchange impact of 2%.
|
•
|
Research and development expense decreased by $184 million in 2019 due to $1.1 billion of Nektar related charges in 2018, partially offset by Celgene expenses of approximately $500 million and higher investment in IO and other immunology development programs.
|
|
Year Ended December 31,
|
||||||
Dollars in Millions
|
2019
|
|
2018
|
||||
License and asset acquisition charges
|
$
|
25
|
|
|
$
|
1,135
|
|
IPRD impairments
|
32
|
|
|
—
|
|
||
Employee compensation charges
|
33
|
|
|
—
|
|
||
Site exit and other costs
|
167
|
|
|
79
|
|
||
Research and development significant charges
|
$
|
257
|
|
|
$
|
1,214
|
|
•
|
License and asset acquisition charges resulted from strategic transactions to acquire or license certain investigational compounds (or options to acquire or license) as disclosed in “—Acquisitions, Divestitures, Licensing and Collaboration Arrangements.” Significant charges include an up-front charge of $1.1 billion related to Nektar in 2018; a $60 million milestone for Cormorant Pharmaceuticals in 2018 and $25 million milestones in 2019 and 2018 for IFM Therapeutics, Inc.
|
•
|
IPRD impairment charges includes the discontinued development of an investigational compound previously acquired with Medarex.
|
•
|
Employee compensation charges resulted from the impact of retention and sign-on arrangements in connection with the Celgene transaction.
|
•
|
Site exit and other costs include $79 million in 2019 and 2018 resulting from the expected exit of R&D sites in the U.S. and an $85 million charge in 2019 resulting from the purchase of priority review voucher expected to be used with an on-going development program.
|
•
|
Amortization of acquired intangible assets increased by $1.0 billion in 2019 as a result of the marketed product rights acquired with the Celgene transaction.
|
•
|
Other (income)/expense, net changed by $1.8 billion in 2019 primarily due to $2.0 billion of costs and expenses resulting from the Celgene transaction and a $1.6 billion pension settlement charge, partially offset by a $1.2 billion gain on the sale of the UPSA business and equity investments fair value adjustments.
|
|
Year Ended December 31,
|
||||||
Dollars in Millions
|
2019
|
|
2018
|
||||
Interest expense
|
$
|
656
|
|
|
$
|
183
|
|
Pension and postretirement
|
1,599
|
|
|
(27
|
)
|
||
Royalties and licensing income
|
(1,360
|
)
|
|
(1,353
|
)
|
||
Divestiture gains
|
(1,168
|
)
|
|
(178
|
)
|
||
Acquisition expenses
|
657
|
|
|
—
|
|
||
Contingent value rights
|
523
|
|
|
—
|
|
||
Investment income
|
(464
|
)
|
|
(173
|
)
|
||
Integration expenses
|
415
|
|
|
—
|
|
||
Provision for restructuring
|
301
|
|
|
131
|
|
||
Equity investment (gains)/losses
|
(279
|
)
|
|
512
|
|
||
Litigation and other settlements
|
77
|
|
|
76
|
|
||
Transition and other service fees
|
(37
|
)
|
|
(12
|
)
|
||
Intangible asset impairment
|
15
|
|
|
64
|
|
||
Equity in net loss/(income) of affiliates
|
4
|
|
|
(93
|
)
|
||
Other
|
(1
|
)
|
|
16
|
|
||
Other (income)/expense, net
|
$
|
938
|
|
|
$
|
(854
|
)
|
•
|
Interest expense includes interest incurred on the approximately $19.0 billion of notes issued in May 2019 (including $340 million incurred prior to the Celgene acquisition date) and approximately $19.9 billion of Celgene debt acquired in the 2019 exchange offer. Interest expense was reduced by $18 million of amortization of the purchase price adjustment attributed to Celgene's debt.
|
•
|
Pension and postretirement includes pension settlement charges, including $1.6 billion primarily relating to the termination of the Bristol-Myers Squibb Retirement Income Plan in 2019.
|
•
|
Royalties and licensing income primarily includes diabetes royalties of $650 million in 2019 and $661 million in 2018, and Keytruda* royalties of $545 million in 2019 and $343 million in 2018. In addition, Erbitux* royalties of $145 million, a $50 million fee for amending a royalty rate and a $25 million sales-based milestone were included in 2018.
|
•
|
Divestiture gains resulted from the divestiture of the UPSA business in 2019 and multiple mature global product lines in 2018.
|
•
|
Acquisition expenses include the following items related to the Celgene transaction: (1) upfront bridge facility commitment, term loan and debt exchange fees of $135 million, (2) acquisition financing hedge losses of $278 million and (3) financial advisory, legal, proxy filing and other transaction costs of $244 million.
|
•
|
Contingent value rights include fair value adjustments resulting from changes in the traded price of the securities.
|
•
|
Investment income includes $197 million of interest income earned on the net proceeds of the new notes issued prior to the Celgene transaction. The net proceeds were used to fund a portion of the Celgene acquisition cash consideration and to pay related fees and expenses.
|
•
|
Integration expenses include consulting fees incurred in connection with Celgene integration activities.
|
•
|
Restructuring charges include exit costs primarily related to employee termination benefits and contract terminations. Restructuring charges related to the prior company transformation initiatives were $45 million in 2019 and $131 million in 2018. Restructuring charges related to the Celgene transaction were $256 million in 2019, including $145 million of accelerated vesting of Celgene equity awards. Refer to “Item 8. Financial Statements and Supplementary Data—Note 6. Restructuring” for further information.
|
•
|
Equity investment (gains)/losses includes fair value adjustments related to equity investments in uniQure N.V., Nektar and other equity investments obtained in the Celgene transaction. In addition, $80 million related to the termination of our Europe and Asia partnership with Sanofi in 2019.
|
•
|
Litigation and other settlements include $75 million related to a government pricing matter in 2019 and $70 million related to intellectual property and product liability settlements in 2018.
|
•
|
Intangible asset impairment includes $64 million in 2018 for an out-licensed asset obtained in the acquisition of ZymoGenetics, Inc., which did not meet its primary endpoint in a Phase II clinical study.
|
•
|
Equity in net loss/(income) of affiliates is primarily related to our partnership with Sanofi in Europe and Asia, which was terminated in 2019 and other investments in limited partnerships.
|
|
Year Ended December 31,
|
||||||
Dollars in Millions
|
2019
|
|
2018
|
||||
Earnings Before Income Taxes
|
$
|
4,975
|
|
|
$
|
5,968
|
|
Provision for Income Taxes
|
1,515
|
|
|
1,021
|
|
||
Effective Tax Rate
|
30.5
|
%
|
|
17.1
|
%
|
||
|
|
|
|
||||
Impact of Specified Items
|
15.7
|
%
|
|
—
|
|
||
Effective Tax Rate Excluding Specified Items
|
14.8
|
%
|
|
17.1
|
%
|
|
Year Ended December 31,
|
||||||
Dollars in Millions
|
2019
|
|
2018
|
||||
Inventory purchase price accounting adjustments
|
$
|
660
|
|
|
$
|
—
|
|
Employee compensation charges
|
1
|
|
|
—
|
|
||
Site exit and other costs
|
197
|
|
|
58
|
|
||
Cost of products sold
|
858
|
|
|
58
|
|
||
|
|
|
|
||||
Employee compensation charges
|
27
|
|
|
—
|
|
||
Site exit and other costs
|
9
|
|
|
2
|
|
||
Marketing, selling and administrative
|
36
|
|
|
2
|
|
||
|
|
|
|
||||
License and asset acquisition charges
|
25
|
|
|
1,135
|
|
||
IPRD impairments
|
32
|
|
|
—
|
|
||
Employee compensation charges
|
33
|
|
|
—
|
|
||
Site exit and other costs
|
167
|
|
|
79
|
|
||
Research and development
|
257
|
|
|
1,214
|
|
||
|
|
|
|
||||
Amortization of acquired intangible assets
|
1,062
|
|
|
—
|
|
||
|
|
|
|
||||
Interest expense
|
322
|
|
|
—
|
|
||
Pension and postretirement
|
1,635
|
|
|
121
|
|
||
Royalties and licensing income
|
(24
|
)
|
|
(75
|
)
|
||
Divestiture gains
|
(1,168
|
)
|
|
(177
|
)
|
||
Acquisition expenses
|
657
|
|
|
—
|
|
||
Contingent value rights
|
523
|
|
|
—
|
|
||
Investment income
|
(197
|
)
|
|
—
|
|
||
Integration expenses
|
415
|
|
|
—
|
|
||
Provision for restructuring
|
301
|
|
|
131
|
|
||
Equity investment (gains)/losses
|
(279
|
)
|
|
512
|
|
||
Litigation and other settlements
|
75
|
|
|
70
|
|
||
Intangible asset impairment
|
—
|
|
|
64
|
|
||
Other
|
2
|
|
|
—
|
|
||
Other (income)/expense, net
|
2,262
|
|
|
646
|
|
||
|
|
|
|
||||
Increase to pretax income
|
4,475
|
|
|
1,920
|
|
||
|
|
|
|
||||
Income taxes on items above
|
(687
|
)
|
|
(268
|
)
|
||
Income taxes attributed to Otezla* divestiture
|
808
|
|
|
—
|
|
||
Income taxes attributed to U.S. tax reform
|
—
|
|
|
(56
|
)
|
||
Income taxes
|
121
|
|
|
(324
|
)
|
||
|
|
|
|
||||
Increase to net earnings
|
$
|
4,596
|
|
|
$
|
1,596
|
|
|
Year Ended December 31,
|
||||||
Dollars in Millions, except per share data
|
2019
|
|
2018
|
||||
Net Earnings Attributable to BMS used for Diluted EPS Calculation — GAAP
|
$
|
3,439
|
|
|
$
|
4,920
|
|
Specified Items
|
4,596
|
|
|
1,596
|
|
||
Net Earnings Attributable to BMS used for Diluted EPS Calculation — Non-GAAP
|
$
|
8,035
|
|
|
$
|
6,516
|
|
|
|
|
|
||||
Weighted Average Common Shares Outstanding — Diluted
|
1,712
|
|
|
1,637
|
|
||
|
|
|
|
||||
Diluted EPS Attributable to BMS — GAAP
|
$
|
2.01
|
|
|
$
|
3.01
|
|
Diluted EPS Attributable to Specified Items
|
2.68
|
|
|
0.97
|
|
||
Diluted EPS Attributable to BMS — Non-GAAP
|
$
|
4.69
|
|
|
$
|
3.98
|
|
|
December 31,
|
||||||
Dollars in Millions
|
2019
|
|
2018
|
||||
Cash and cash equivalents
|
$
|
12,346
|
|
|
$
|
6,911
|
|
Marketable debt securities — current
|
3,047
|
|
|
1,848
|
|
||
Marketable debt securities — non-current
|
767
|
|
|
1,775
|
|
||
Total cash, cash equivalents and marketable debt securities
|
16,160
|
|
|
10,534
|
|
||
Short-term debt obligations
|
(3,346
|
)
|
|
(1,703
|
)
|
||
Long-term debt
|
(43,387
|
)
|
|
(5,646
|
)
|
||
Net (debt)/cash position(a)
|
$
|
(30,573
|
)
|
|
$
|
3,185
|
|
|
Year Ended December 31,
|
||||||
Dollars in Millions
|
2019
|
|
2018
|
||||
Cash flow provided by/(used in):
|
|
|
|
||||
Operating activities
|
$
|
8,067
|
|
|
$
|
5,940
|
|
Investing activities
|
(9,770
|
)
|
|
(874
|
)
|
||
Financing activities
|
7,621
|
|
|
(3,535
|
)
|
•
|
Higher cash collections and timing of payments in the ordinary course of business of approximately $3.0 billion, including approximately $1.0 billion relating to Celgene; and
|
•
|
Lower R&D licensing and collaboration payments of approximately $1.0 billion primarily due to the Nektar transaction in 2018.
|
•
|
Higher income tax payments of approximately $750 million; and
|
•
|
Celgene acquisition and integration related payments of approximately $1.1 billion.
|
|
Obligations Expiring by Period
|
||||||||||||||||||||||||||
Dollars in Millions
|
Total
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Later Years
|
||||||||||||||
Short-term borrowings
|
$
|
583
|
|
|
$
|
583
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Long-term debt
|
44,335
|
|
|
2,750
|
|
|
2,000
|
|
|
4,750
|
|
|
3,267
|
|
|
4,286
|
|
|
27,282
|
|
|||||||
Interest on long-term debt(a)
|
21,659
|
|
|
1,627
|
|
|
1,483
|
|
|
1,428
|
|
|
1,292
|
|
|
1,191
|
|
|
14,638
|
|
|||||||
Operating leases
|
966
|
|
|
165
|
|
|
145
|
|
|
130
|
|
|
104
|
|
|
68
|
|
|
354
|
|
|||||||
Purchase obligations
|
3,353
|
|
|
1,143
|
|
|
717
|
|
|
526
|
|
|
384
|
|
|
262
|
|
|
321
|
|
|||||||
Uncertain tax positions(b)
|
85
|
|
|
85
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Deemed repatriation transition tax
|
3,416
|
|
|
119
|
|
|
339
|
|
|
339
|
|
|
567
|
|
|
798
|
|
|
1,254
|
|
|||||||
Total(c)
|
$
|
74,397
|
|
|
$
|
6,472
|
|
|
$
|
4,684
|
|
|
$
|
7,173
|
|
|
$
|
5,614
|
|
|
$
|
6,605
|
|
|
$
|
43,849
|
|
(a)
|
Includes estimated future interest payments and periodic cash settlements of derivatives.
|
(b)
|
Includes only short-term uncertain tax benefits because of uncertainties regarding the timing of resolution.
|
(c)
|
Excludes other non-current liabilities because of uncertainties regarding the timing of resolution.
|
•
|
Identification of product candidates with sufficient substance requiring separate recognition;
|
•
|
Estimates of revenues and operating profits related to commercial products or product candidates;
|
•
|
Eligible patients, pricing and market share used in estimating future revenues;
|
•
|
Probability of success for unapproved product candidates and additional indications for commercial products;
|
•
|
Resources required to complete the development and approval of product candidates;
|
•
|
Timing of regulatory approvals and exclusivity;
|
•
|
Appropriate discount rate by products;
|
•
|
Market participant income tax rates; and
|
•
|
Allocation of expected synergies to products.
|
Product
|
Indication
|
Date
|
Developments
|
Revlimid
|
FL
|
December 2019
|
Announced the EC approval of a new indication for Revlimid, in combination with rituximab (anti-CD20 antibody), for the treatment of adult patients with previously treated FL (Grade 1-3a). This combination of Revlimid and rituximab (R2) is the first chemotherapy-free combination regimen approved for the patients with FL by the EC.
|
Eliquis
|
NVAF/ACS
|
September 2019
|
Announced findings from NAXOS (EvaluatioN of ApiXaban in strOke and Systemic embolism prevention in patients with nonvalvular atrial fibrillation in the real-life setting in France), the largest real-world data analysis on OAC effectiveness and safety in Europe among patients with NVAF. In this analysis, Eliquis use was associated with a lower rate of major bleeding compared to a vitamin K antagonist, rivaroxaban and dabigatran. These data were featured as a late-breaking oral presentation at the European Society of Cardiology Congress 2019 in Paris, France.
|
March 2019
|
Announced results from the Phase IV AUGUSTUS trial evaluating Eliquis versus vitamin K antagonists (“VKAs”) in patients with NVAF and ACS and/or undergoing PCI. Results show that in patients receiving a P2Y12 inhibitor with or without aspirin (antiplatelet therapies), the proportion of patients with major or clinically relevant non-major bleeding at six months was significantly lower for those treated with Eliquis compared to those treated with a VKA.
|
||
VTE
|
December 2019
|
Announced results from retrospective real-world data analyses reporting outcomes on the safety and effectiveness of Eliquis compared to low molecular weight heparin (“LMWH”) or warfarin for the treatment of VTE in patients with active cancer. The real-world data analyses were highlighted during oral presentations at the American Society of Hematology Annual Meeting in Orlando, Florida. Results from the primary analysis showed that Eliquis use was associated with lower rates of major bleeding, clinically-relevant non-major (“CRNM”) bleeding and recurrent VTE compared to LMWH. Eliquis was also associated with a lower rate of recurrent VTE and similar rates of major bleeding and CRNM bleeding compared to warfarin. Outcomes were defined based on diagnosis codes and setting of care.
|
|
Atrial Fibrillation
|
November 2019
|
The BMS-Pfizer alliance announced the initiation of a new randomized controlled study, GUARD-AF, to determine if earlier detection of atrial fibrillation through screening in previously undiagnosed men and women at least 70 years of age in the U.S. ultimately impacts the rate of stroke, compared to usual standard medical care. This study will also assess potential bleeding leading to hospitalization, and therefore provide an evaluation of net clinical benefit or harm.
|
Product
|
Indication
|
Date
|
Developments
|
Opdivo
|
CRC
|
March 2019
|
Ono, our alliance partner for Opdivo in Japan, announced the submission of a supplemental application of Opdivo in Japan for additional indication of MSI-H unresectable advanced or recurrent CRC that has progressed following chemotherapy for a partial change in the approved items of the manufacturing and marketing approval. This is mainly based on the result from Phase II CheckMate-142 study evaluating Opdivo in patients with MSI-H or dMMR recurrent or metastatic CRC that has progressed on or after, or been intolerant of, at least one previous line of treatment with chemotherapy including fluoropyrimidine anticancer drugs.
|
ESCC
|
September 2019
|
Announced results from the Phase III ATTRACTION-3 trial evaluating Opdivo versus chemotherapy for the treatment of patients with unresectable advanced or recurrent ESCC refractory or intolerant to combination therapy with fluoropyrimidine and platinum-based drugs. For the primary endpoint of overall survival, Opdivo demonstrated a statistically significant improvement over chemotherapy, with a 23% reduction in risk of death and a 2.5-month improvement in median overall survival compared to patients treated with chemotherapy. The safety profile for Opdivo in this trial was consistent with previously reported studies in ESCC and other solid tumors.
|
|
May 2019
|
Ono, our alliance partner for Opdivo in Japan, announced the submission of a supplemental application of Opdivo for indication of unresectable advanced or recurrent esophageal cancer in Japan for a partial change in approved items of manufacturing and marketing approval.
|
||
GBM
|
September 2019
|
Announced Phase III CheckMate-548 trial evaluating the addition of Opdivo to the current standard of care (temozolomide and radiation therapy) versus the standard of care alone did not meet one of its primary endpoints, progression-free survival, in patients with newly diagnosed GBM that is MGMT-methylated. The data monitoring committee recommended that the trial continue as planned to allow the other primary endpoint, overall survival, to mature. The Company remains blinded to all study data.
|
|
May 2019
|
Announced Phase III CheckMate-498 trial evaluating Opdivo plus radiation versus temozolomide plus radiation in patients with newly diagnosed MGMT-unmethylated GBM did not meet its primary endpoint of overall survival at final analysis.
|
||
HCC
|
June 2019
|
Announced topline results from CheckMate-459, a randomized Phase III study evaluating Opdivo versus sorafenib as a first-line treatment in patients with unresectable HCC. The trial did not achieve statistical significance for its primary endpoint of overall survival per the pre-specified analysis.
|
|
Melanoma
|
October 2019
|
Announced the EC approval of Opdivo flat dosing schedule of 240 mg infused over 30 minutes every two weeks or 480 mg infused over 60 minutes every four weeks for the adjuvant treatment of adult patients with melanoma with involvement of lymph nodes or metastatic disease who have undergone complete resection.
|
|
September 2019
|
Announced results of a three-year analysis of efficacy data from the Phase III CheckMate-238 study evaluating adjuvant use of Opdivo 3 mg/kg versus Yervoy 10 mg/kg in patients with Stage III or Stage IV melanoma who were at high risk of recurrence following complete surgical resection. At three years of follow-up, Opdivo continues to demonstrate superior recurrence-free survival compared to Yervoy, the active control, with recurrence-free survival rates of 58% and 45%, respectively.
|
||
August 2019
|
Announced, with our alliance partner Nektar, that the FDA has granted Breakthrough Therapy Designation for investigational agent bempegaldesleukin (NKTR-214) in combination with Opdivo for the treatment of patients with previously untreated unresectable or metastatic melanoma. The Breakthrough Therapy Designation is based on clinical data which were recently reported in the 2019 American Society of Clinical Oncology Annual Meeting from the cohort of patients with metastatic melanoma that were treated with the doublet therapy in the ongoing PIVOT-02 Phase I/II clinical study.
|
||
NSCLC
|
September 2019
|
Announced long-term pooled efficacy and safety results from the Phase III CheckMate-017 and CheckMate-057 studies in patients with previously treated advanced NSCLC. At five years, patients treated with Opdivo continued to experience long-term overall survival (“OS”) benefit versus docetaxel. OS rate at five years were 13.4% for Opdivo and 2.6% for docetaxel. The OS benefit for Opdivo-treated patients was observed across all subgroups.
|
|
April 2019
|
Announced results from pooled analyses of survival data from four studies (CheckMate-017, -057, -063 and -003) in patients with previously-treated advanced NSCLC who were treated with Opdivo. In the pooled analysis of the four studies, 14% of all Opdivo-treated patients were alive at four years. Notably, in patients with PD-L1 greater than or equal to 1% and less than 1%, four-year overall survival rate were 19% and 11%, respectively.
|
||
SCCHN
|
September 2019
|
Received approval in China for Opdivo, as a monotherapy in treatment of patients with SCCHN with disease progression on or after platinum-based therapy, and whose tumors have PD-L1 positive expression (defined as ≥1% of tumor cells expressing PD-L1)
|
|
January 2019
|
Acceptance in China of sBLA filing for patients who had previously been treated for metastatic or recurrent SCCHN.
|
Product
|
Indication
|
Date
|
Developments
|
Opdivo+Yervoy
|
HCC
|
November 2019
|
Announced that the FDA accepted our sBLA and granted Breakthrough Therapy Designation for Opdivo in combination with Yervoy for the treatment of patients with advanced HCC previously treated with sorafenib. The FDA granted the application Priority Review with a PDUFA goal date of March 10, 2020.
|
June 2019
|
Announced first results from Opdivo+Yervoy cohort of the Phase I/II CheckMate-040 study, evaluating the IO combination in patients with advanced HCC previously treated with sorafenib. With a minimum follow-up of 28 months, the blinded independent central review objective response rate was 31% per Response Evaluation Criteria in Solid Tumors version 1.1. At the time of data cutoff the median duration of response was 17.5 months.
|
||
mCRPC
|
February 2019
|
Announced results from an interim analysis of the Phase II CheckMate-650 trial evaluating Opdivo+Yervoy in patients with mCRPC showed that among 32 asymptomatic or minimally symptomatic patients whose disease had progressed after second-generation hormone therapy and who had not received chemotherapy (cohort 1), with a median follow-up of 11.9 months, the objective response rate was 25%. Additionally, among 30 patients whose disease progressed after taxane-based chemotherapy (cohort 2), with a median follow-up of 13.5 months, the objective response rate was 10%.
|
|
Melanoma
|
November 2019
|
Announced results for one of the co-primary endpoints from CheckMate-915, a randomized Phase III study evaluating Opdivo+Yervoy versus Opdivo alone for the adjuvant treatment of patients who have had a complete surgical removal of stage IIIb/c/d or stage IV (no evidence of disease) melanoma. A statistically significant benefit was not reached for the co-primary endpoint of recurrence-free survival (“RFS”) in patients whose tumors expressed PD-L1 <1%. The Data Monitoring Committee recommended that the study continue unchanged. The study remains double-blinded and will continue to assess the other co-primary endpoint of RFS in the all-comer (intent-to-treat) population.
|
|
September 2019
|
Announced five-year results from the Phase III CheckMate-067 clinical trial, which continues to demonstrate improved overall survival with the first-line combination of Opdivo+Yervoy, versus Yervoy alone, in patients with advanced metastatic melanoma. With a minimum follow-up of 60 months (five years), five-year overall survival rates were 52% for the Opdivo+Yervoy combination, 44% for Opdivo alone, and 26% for Yervoy alone.
|
||
June 2019
|
Announced five-year analysis of the Phase I CA209-004 study, the longest follow-up for the Opdivo+Yervoy combination in patients with previously treated or untreated advanced melanoma to date. The analysis showed that with a median follow-up of 43.1 months (range: 0.9-76.7) in all patients, at four years or longer, overall survival rates were stable at 57%.
|
||
June 2019
|
Announced that an analysis exploring long-term quality of life (“QoL”) and symptom burden in the Phase III CheckMate-067 study found that QoL was maintained during the treatment-free interval, the period where a patient is off study treatment and free of subsequent therapy, in patients with previously untreated unresectable or metastatic melanoma following discontinuation of therapy with Opdivo or Opdivo+Yervoy.
|
||
March 2019
|
Received FDA full approval for Opdivo in combination with Yervoy for the treatment of patients with unresectable or metastatic melanoma based on additional longer term efficacy data from CheckMate-067 (4-year overall survival) without restrictions in patient population. This approval fulfills two Post Marketing Requirements to verify and describe clinical benefit, thereby converting prior accelerated approval to full approval for nivolumab in combination with ipilimumab for patients with unresectable or metastatic melanoma and nivolumab monotherapy for BRAF Mutant subjects with unresectable or metastatic melanoma. Importantly, based on FDA review of the CheckMate-067 4-year overall survival data, the results of exploratory analyses by PD-L1 tumor expression have been removed entirely from the label.
|
||
NSCLC
|
January 2020
|
Announced voluntary withdrawal of the Company's application in the EU for the combination of Opdivo and Yervoy for the treatment of advanced NSCLC based on data from CheckMate-227. The application was originally filed in 2018 for patients with first-line NSCLC who have tumor mutational burden ≥10 mutations/megabase, based on the final analysis of progression-free survival, a co-primary endpoint in the trial. The application was subsequently amended to include the statistically significant result of overall survival, a co-primary endpoint, from CheckMate-227 Part 1a evaluating Opdivo+Yervoy versus chemotherapy in patients whose tumors expressed PD-L1 ≥1%.
Though the Committee for Medicinal Products for Human Use (“CHMP”) acknowledged the integrity of the patient level data, the CHMP determined a full assessment of the application was not possible following multiple protocol changes the company made in response to rapidly evolving science and data. The company has no plans to refile this application in the EU.
|
|
January 2020
|
Announced that the FDA accepted our sBLA for Opdivo in combination with Yervoy for the first-line treatment of patients with metastatic or recurrent NSCLC with no EGFR or ALK genomic tumor aberrations. This application is based on data from Part 1 of the Phase 3 CheckMate -227 trial evaluating Opdivo plus Yervoy versus chemotherapy in patients with previously untreated NSCLC, in which the dual immunotherapy combination demonstrated significant improvement in overall survival versus chemotherapy alone. The FDA granted the application Priority Review with a PDUFA goal date of May 15, 2020.
|
Product
|
Indication
|
Date
|
Developments
|
Opdivo+Yervoy
|
NSCLC
|
October 2019
|
Announced results from Phase III CheckMate-9LA trial evaluating Opdivo plus low-dose Yervoy given concomitantly with two cycles of chemotherapy as first-line treatment for patients with advanced NSCLC, met its primary endpoint of superior overall survival at a pre-specified interim analysis. The comparator in this study was chemotherapy alone for up to four cycles followed by optional maintenance therapy. The safety profile of Opdivo plus low-dose Yervoy and two cycles of chemotherapy in CheckMate-9LA was reflective of the known safety profiles of the immunotherapy and chemotherapy components in first-line NSCLC.
|
September 2019
|
Announced results from Part 1 of the Phase III CheckMate-227 trial evaluating Opdivo plus low-dose Yervoy as first-line treatment for patients with advanced NSCLC. Opdivo plus low-dose Yervoy met the independent co-primary endpoint of overall survival, demonstrating superior benefit compared to chemotherapy in patients whose tumors expressed PD-L1 ≥1%. Additionally, in an exploratory analysis, results showed improved overall survival for patients treated with the combination of Opdivo plus low-dose Yervoy with PD-L1 <1%. The two-year survival rate for patients treated with the combination regimen was 40% for both patients whose tumors expressed PD-L1 ≥1% and patients whose tumors expressed PD-L1 <1%. In the chemotherapy control arm, two-year survival rates were 33% and 23%, respectively.
|
||
July 2019
|
Announced Part 2 of the Phase III CheckMate-227 study evaluating Opdivo plus chemotherapy versus chemotherapy did not meet its primary endpoint of overall survival in first-line non-squamous NSCLC patients regardless of PD-L1 status.
|
||
January 2019
|
Announced voluntary withdrawal of the Company's sBLA for the Opdivo plus low-dose Yervoy for treatment of first-line advanced NSCLC in patients with TMB greater than or equal to 10 mutations per megabase as data from CheckMate-227, Part 1a. After discussions with FDA, the Company believes further evidence on the relationship between TMB and PD-L1 is required to fully evaluate the impact of Opdivo plus Yervoy on overall survival in first-line NSCLC patients. This analysis will require availability of the final data from CheckMate-227, Part 1a, which could not be provided on time within the review cycle of the current application.
|
||
RCC
|
February 2019
|
Announced new results from the Phase III CheckMate-214 study, showing that therapy with Opdivo plus low-dose Yervoy continued to demonstrate long-term survival benefits in patients with previously untreated advanced or metastatic RCC.
|
|
January 2019
|
Announced the EC approval of Opdivo plus low-dose Yervoy for previously untreated patients with intermediate and poor-risk advanced RCC.
|
||
SCCHN
|
April 2019
|
Announced topline results from the Phase II CheckMate-714 trial evaluating Opdivo versus Opdivo+Yervoy in patients with recurrent or metastatic SCCHN. The study did not meet its primary endpoints.
|
Orencia
|
GvHD
|
December 2019
|
Announced that the FDA has granted Breakthrough Therapy Designation for Orencia for the prevention of moderate to severe acute GvHD in hematopoietic stem cell transplants from unrelated donors. There are no approved therapies for the prevention of acute GvHD, a potentially life-threatening medical complication that can impact patients receiving such transplants for the treatment of certain genetic diseases and hematologic cancers.
|
JIA
|
April 2019
|
Received the EC notification on the adoption of the approval on our Orencia solution for subcutaneous injection in pre-filled syringe extension application (50 mg & 87.5 mg strength) and extension of indication for the treatment of polyarticular JIA in pediatric patients two years of age and older.
|
|
RA
|
June 2019
|
Announced data from a Phase IV mechanistic study exploring differences in the cellular and molecular mechanisms by which Orencia and another treatment, adalimumab, interfere with disease progression in moderate-to-severe early RA patients seropositive for certain autoantibodies. Among 80 adult patients with early moderate-to-severe RA who had never been treated with a biologic medication and tested positive for autoantibodies called anti-citrullinated protein antibody and rheumatoid factor, numerically higher efficacy responses were seen with Orencia at week 24. These results, which are from a prospective analysis of the Early AMPLE head-to-head trial, are featured in a late-breaking oral presentation at the Annual European Congress of Rheumatology.
|
|
March 2019
|
Announced the submission of supplemental applications of “Orencia for Intravenous Infusion 250mg,” “Orencia 125mg Syringe for Subcutaneous Injection 1mL” and “Orencia 125mg Autoinjector for Subcutaneous Injection 1mL” to include the description of “inhibition of the structural damage of the joints” in the currently approved indication of RA for a partial change in approved items of the manufacturing and marketing approval in Japan.
|
Sprycel
|
ALL
|
February 2019
|
Announced the EC approval of Sprycel, in both tablet and powder for oral suspension formulations, in combination with chemotherapy for the treatment of pediatric patients with newly diagnosed Philadelphia chromosome-positive ALL.
|
Product
|
Indication
|
Date
|
Developments
|
Empliciti
|
Multiple Myeloma
|
November 2019
|
Announced the sJNDA for Empliciti in combination with pomalidomide and dexamethasone (EPd) was approved by the Japan Ministry of Health, Labour and Welfare. Approval was based on a global Phase II trial (ELOQUENT-3) in EPd for the treatment of patients with MM who have received at least two prior therapies, including lenalidomide and proteasome inhibitor.
|
August 2019
|
Announced that the EC has approved Empliciti plus pomalidomide and low-dose dexamethasone (EPd) for the treatment of adult patients with RRMM who have received at least two prior therapies, including lenalidomide and a proteasome inhibitor, and have demonstrated disease progression on the last therapy.
|
||
June 2019
|
Announced updated data from ELOQUENT-3, the international randomized Phase II study evaluating Empliciti plus pomalidomide and dexamethasone (EPd) versus pomalidomide and dexamethasone (Pd) alone in patients with RRMM. In a non-prespecified analysis conducted to provide a descriptive assessment of overall survival after extended follow-up of at least 18.3 months, patients treated with EPd continued to experience sustained and clinically relevant overall survival and progression-free survival benefits compared with patients treated with Pd. These data were presented at the 24th Congress of the European Hematology Association in a poster display.
|
||
February 2019
|
Completed filing of a supplemental Japanese New Drug Application (sJNDA) for Empliciti in combination with pomalidomide and dexamethasone for the treatment of patients with multiple myeloma who have received at least two prior therapies, including Revlimid and proteasome inhibitor. The sJNDA filing was submitted based on the results of a global phase II study. The orphan designation was already granted for the indication of RRMM at the initial JNDA. This sJNDA will also be reviewed under “priority review.”
|
Reblozyl
|
MDS
|
December 2019
|
Announced that following the late-cycle review meeting on December 4, 2019, BMS and Acceleron Pharma Inc. were notified by the FDA that Reblozyl will not be reviewed at the Oncology Drugs Advisory Committee (“ODAC”) meeting scheduled for December 18, 2019. The agency has informed BMS that the original Prescription Drug User Fee Act, or target action, date of April 4, 2020 for its sBLA for Reblozyl will remain, without the requirement for an ODAC review. BMS is seeking approval of Rebloyzl, an erythroid maturation agent representing a new class of therapy, for the treatment of adult patients with very low- to intermediate-risk MDS-associated anemia who have ring sideroblasts and require red blood cell transfusions.
|
liso-cel
|
Lymphoma
|
February 2020
|
Announced that the FDA has accepted for Priority Review its BLA for lisocabtagene maraleucel (liso-cel), the company's autologous anti-CD19 CAR T-cell immunotherapy with a defined composition of purified CD8+ and CD4+ CAR T cells for the treatment of adult patients with relapsed or refractory large B-cell lymphoma after at least two prior therapies. The FDA has set a Prescription Drug User Fee Act goal date of August 17, 2020.
Liso-cel has been granted Breakthrough Therapy and Regenerative Medicine Advanced Therapy designations by the FDA for relapsed/refractory aggressive large B-cell non-Hodgkin lymphoma, including diffuse large B-cell lymphoma (“DLBCL”), not otherwise specified (de novo or transformed from indolent lymphoma), primary mediastinal B-cell lymphoma or Grade 3B follicular lymphoma and Priority Medicines scheme by the EMA for relapsed/refractory DLBC.
|
Item 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
|
Item 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
|
|
Year Ended December 31,
|
||||||||||
EARNINGS
|
2019
|
|
2018
|
|
2017
|
||||||
Net product sales
|
$
|
25,174
|
|
|
$
|
21,581
|
|
|
$
|
19,258
|
|
Alliance and other revenues
|
971
|
|
|
980
|
|
|
1,518
|
|
|||
Total Revenues
|
26,145
|
|
|
22,561
|
|
|
20,776
|
|
|||
|
|
|
|
|
|
||||||
Cost of products sold(a)
|
8,078
|
|
|
6,467
|
|
|
6,014
|
|
|||
Marketing, selling and administrative
|
4,871
|
|
|
4,551
|
|
|
4,751
|
|
|||
Research and development
|
6,148
|
|
|
6,332
|
|
|
6,468
|
|
|||
Amortization of acquired intangible assets
|
1,135
|
|
|
97
|
|
|
97
|
|
|||
Other (income)/expense, net
|
938
|
|
|
(854
|
)
|
|
(1,685
|
)
|
|||
Total Expenses
|
21,170
|
|
|
16,593
|
|
|
15,645
|
|
|||
|
|
|
|
|
|
||||||
Earnings Before Income Taxes
|
4,975
|
|
|
5,968
|
|
|
5,131
|
|
|||
Provision for Income Taxes
|
1,515
|
|
|
1,021
|
|
|
4,156
|
|
|||
Net Earnings
|
3,460
|
|
|
4,947
|
|
|
975
|
|
|||
Noncontrolling Interest
|
21
|
|
|
27
|
|
|
(32
|
)
|
|||
Net Earnings Attributable to BMS
|
$
|
3,439
|
|
|
$
|
4,920
|
|
|
$
|
1,007
|
|
|
|
|
|
|
|
||||||
Earnings per Common Share
|
|
|
|
|
|
||||||
Basic
|
$
|
2.02
|
|
|
$
|
3.01
|
|
|
$
|
0.61
|
|
Diluted
|
2.01
|
|
|
3.01
|
|
|
0.61
|
|
(a)
|
Excludes amortization of acquired intangible assets.
|
|
Year Ended December 31,
|
||||||||||
COMPREHENSIVE INCOME
|
2019
|
|
2018
|
|
2017
|
||||||
Net Earnings
|
$
|
3,460
|
|
|
$
|
4,947
|
|
|
$
|
975
|
|
Other Comprehensive Income/(Loss), net of taxes and reclassifications to earnings:
|
|
|
|
|
|
||||||
Derivatives qualifying as cash flow hedges
|
(32
|
)
|
|
70
|
|
|
(57
|
)
|
|||
Pension and postretirement benefits
|
1,203
|
|
|
53
|
|
|
214
|
|
|||
Available-for-sale securities
|
36
|
|
|
(25
|
)
|
|
39
|
|
|||
Foreign currency translation
|
35
|
|
|
(254
|
)
|
|
18
|
|
|||
Total Other Comprehensive Income/(Loss)
|
1,242
|
|
|
(156
|
)
|
|
214
|
|
|||
|
|
|
|
|
|
||||||
Comprehensive Income
|
4,702
|
|
|
4,791
|
|
|
1,189
|
|
|||
Comprehensive Income/(Loss) Attributable to Noncontrolling Interest
|
21
|
|
|
27
|
|
|
(32
|
)
|
|||
Comprehensive Income Attributable to BMS
|
$
|
4,681
|
|
|
$
|
4,764
|
|
|
$
|
1,221
|
|
|
December 31,
|
||||||
ASSETS
|
2019
|
|
2018
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
12,346
|
|
|
$
|
6,911
|
|
Marketable debt securities
|
3,047
|
|
|
1,848
|
|
||
Receivables
|
7,685
|
|
|
5,747
|
|
||
Inventories
|
4,293
|
|
|
1,195
|
|
||
Other current assets
|
1,983
|
|
|
2,015
|
|
||
Total Current Assets
|
29,354
|
|
|
17,716
|
|
||
Property, plant and equipment
|
6,252
|
|
|
5,027
|
|
||
Goodwill
|
22,488
|
|
|
6,538
|
|
||
Other intangible assets
|
63,969
|
|
|
1,091
|
|
||
Deferred income taxes
|
510
|
|
|
815
|
|
||
Marketable debt securities
|
767
|
|
|
1,775
|
|
||
Other non-current assets
|
6,604
|
|
|
2,024
|
|
||
Total Assets
|
$
|
129,944
|
|
|
$
|
34,986
|
|
|
|
|
|
||||
LIABILITIES
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Short-term debt obligations
|
$
|
3,346
|
|
|
$
|
1,703
|
|
Accounts payable
|
2,445
|
|
|
1,892
|
|
||
Other current liabilities
|
12,513
|
|
|
7,059
|
|
||
Total Current Liabilities
|
18,304
|
|
|
10,654
|
|
||
Deferred income taxes
|
6,454
|
|
|
19
|
|
||
Long-term debt
|
43,387
|
|
|
5,646
|
|
||
Other non-current liabilities
|
10,101
|
|
|
4,540
|
|
||
Total Liabilities
|
78,246
|
|
|
20,859
|
|
||
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
||||
|
|
|
|
||||
EQUITY
|
|
|
|
||||
Bristol-Myers Squibb Company Shareholders’ Equity:
|
|
|
|
||||
Preferred stock, $2 convertible series, par value $1 per share: Authorized 10 million shares; issued and outstanding 3,568 in 2019 and 3,590 in 2018, liquidation value of $50 per share
|
—
|
|
|
—
|
|
||
Common stock, par value of $0.10 per share: Authorized 4.5 billion shares; 2.9 billion issued in 2019 and 2.2 billion issued in 2018
|
292
|
|
|
221
|
|
||
Capital in excess of par value of stock
|
43,709
|
|
|
2,081
|
|
||
Accumulated other comprehensive loss
|
(1,520
|
)
|
|
(2,762
|
)
|
||
Retained earnings
|
34,474
|
|
|
34,065
|
|
||
Less cost of treasury stock — 672 million common shares in 2019 and 576 million common shares in 2018
|
(25,357
|
)
|
|
(19,574
|
)
|
||
Total Bristol-Myers Squibb Company Shareholders' Equity
|
51,598
|
|
|
14,031
|
|
||
Noncontrolling interest
|
100
|
|
|
96
|
|
||
Total Equity
|
51,698
|
|
|
14,127
|
|
||
Total Liabilities and Equity
|
$
|
129,944
|
|
|
$
|
34,986
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Cash Flows From Operating Activities:
|
|
|
|
|
|
||||||
Net earnings
|
$
|
3,460
|
|
|
$
|
4,947
|
|
|
$
|
975
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization, net
|
1,746
|
|
|
637
|
|
|
789
|
|
|||
Deferred income taxes
|
(924
|
)
|
|
45
|
|
|
453
|
|
|||
Stock-based compensation
|
441
|
|
|
221
|
|
|
199
|
|
|||
Impairment charges
|
199
|
|
|
126
|
|
|
327
|
|
|||
Pension settlements and amortization
|
1,688
|
|
|
186
|
|
|
236
|
|
|||
Divestiture gains and royalties
|
(1,855
|
)
|
|
(992
|
)
|
|
(706
|
)
|
|||
Asset acquisition charges
|
25
|
|
|
85
|
|
|
760
|
|
|||
Equity investment (gains)/losses
|
(279
|
)
|
|
512
|
|
|
(23
|
)
|
|||
Contingent consideration fair value adjustments
|
523
|
|
|
—
|
|
|
—
|
|
|||
Other adjustments
|
(22
|
)
|
|
(44
|
)
|
|
120
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Receivables
|
752
|
|
|
(429
|
)
|
|
(431
|
)
|
|||
Inventories
|
463
|
|
|
(216
|
)
|
|
(29
|
)
|
|||
Accounts payable
|
229
|
|
|
(59
|
)
|
|
320
|
|
|||
Deferred income
|
12
|
|
|
84
|
|
|
(642
|
)
|
|||
Income taxes payable
|
907
|
|
|
203
|
|
|
3,154
|
|
|||
Other
|
702
|
|
|
634
|
|
|
(227
|
)
|
|||
Net Cash Provided by Operating Activities
|
8,067
|
|
|
5,940
|
|
|
5,275
|
|
|||
Cash Flows From Investing Activities:
|
|
|
|
|
|
||||||
Sale and maturities of marketable debt securities
|
3,809
|
|
|
2,379
|
|
|
6,398
|
|
|||
Purchase of marketable debt securities
|
(3,961
|
)
|
|
(2,305
|
)
|
|
(5,419
|
)
|
|||
Capital expenditures
|
(836
|
)
|
|
(951
|
)
|
|
(1,055
|
)
|
|||
Divestiture and other proceeds
|
15,852
|
|
|
1,249
|
|
|
736
|
|
|||
Acquisition and other payments, net of cash acquired
|
(24,634
|
)
|
|
(1,246
|
)
|
|
(726
|
)
|
|||
Net Cash Used in Investing Activities
|
(9,770
|
)
|
|
(874
|
)
|
|
(66
|
)
|
|||
Cash Flows From Financing Activities:
|
|
|
|
|
|
||||||
Short-term debt obligations, net
|
131
|
|
|
(543
|
)
|
|
727
|
|
|||
Issuance of long-term debt
|
26,778
|
|
|
—
|
|
|
1,488
|
|
|||
Repayment of long-term debt
|
(9,256
|
)
|
|
(5
|
)
|
|
(1,224
|
)
|
|||
Repurchase of common stock
|
(7,300
|
)
|
|
(320
|
)
|
|
(2,469
|
)
|
|||
Dividends
|
(2,679
|
)
|
|
(2,613
|
)
|
|
(2,577
|
)
|
|||
Other
|
(53
|
)
|
|
(54
|
)
|
|
(22
|
)
|
|||
Net Cash Provided by/(Used in) Financing Activities
|
7,621
|
|
|
(3,535
|
)
|
|
(4,077
|
)
|
|||
Effect of Exchange Rates on Cash, Cash Equivalents and Restricted Cash
|
(9
|
)
|
|
(41
|
)
|
|
52
|
|
|||
Increase in Cash, Cash Equivalents and Restricted Cash
|
5,909
|
|
|
1,490
|
|
|
1,184
|
|
|||
Cash, Cash Equivalents and Restricted Cash at Beginning of Year
|
6,911
|
|
|
5,421
|
|
|
4,237
|
|
|||
Cash, Cash Equivalents and Restricted Cash at End of Year
|
$
|
12,820
|
|
|
$
|
6,911
|
|
|
$
|
5,421
|
|
|
Year Ended December 31,
|
||||||||||
Dollars in Millions
|
2019
|
|
2018
|
|
2017
|
||||||
Net product sales
|
$
|
25,174
|
|
|
$
|
21,581
|
|
|
$
|
19,258
|
|
Alliance revenues
|
597
|
|
|
647
|
|
|
962
|
|
|||
Other revenues
|
374
|
|
|
333
|
|
|
556
|
|
|||
Total Revenues
|
$
|
26,145
|
|
|
$
|
22,561
|
|
|
$
|
20,776
|
|
|
Year Ended December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
McKesson Corporation
|
26
|
%
|
|
25
|
%
|
|
24
|
%
|
AmerisourceBergen Corporation
|
20
|
%
|
|
20
|
%
|
|
18
|
%
|
Cardinal Health, Inc.
|
17
|
%
|
|
17
|
%
|
|
15
|
%
|
|
Year Ended December 31,
|
||||||||||
Dollars in Millions
|
2019
|
|
2018
|
|
2017
|
||||||
Gross product sales
|
$
|
37,206
|
|
|
$
|
30,174
|
|
|
$
|
25,499
|
|
GTN adjustments(a)
|
|
|
|
|
|
||||||
Charge-backs and cash discounts
|
(3,675
|
)
|
|
(2,735
|
)
|
|
(2,084
|
)
|
|||
Medicaid and Medicare rebates
|
(4,941
|
)
|
|
(3,225
|
)
|
|
(2,086
|
)
|
|||
Other rebates, returns, discounts and adjustments
|
(3,416
|
)
|
|
(2,633
|
)
|
|
(2,071
|
)
|
|||
Total GTN adjustments
|
(12,032
|
)
|
|
(8,593
|
)
|
|
(6,241
|
)
|
|||
Net product sales
|
$
|
25,174
|
|
|
$
|
21,581
|
|
|
$
|
19,258
|
|
(a)
|
Includes adjustments for provisions for product sales made in prior periods resulting from changes in estimates of $132 million, $96 million and $71 million for the years ended December 31, 2019, 2018 and 2017, respectively.
|
|
Year Ended December 31,
|
||||||||||
Dollars in Millions
|
2019
|
|
2018
|
|
2017
|
||||||
Prioritized Brands
|
|
|
|
|
|
||||||
Revlimid
|
$
|
1,299
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Eliquis
|
7,929
|
|
|
6,438
|
|
|
4,872
|
|
|||
Opdivo
|
7,204
|
|
|
6,735
|
|
|
4,948
|
|
|||
Orencia
|
2,977
|
|
|
2,710
|
|
|
2,479
|
|
|||
Pomalyst/Imnovid
|
322
|
|
|
—
|
|
|
—
|
|
|||
Sprycel
|
2,110
|
|
|
2,000
|
|
|
2,005
|
|
|||
Yervoy
|
1,489
|
|
|
1,330
|
|
|
1,244
|
|
|||
Abraxane
|
166
|
|
|
—
|
|
|
—
|
|
|||
Empliciti
|
357
|
|
|
247
|
|
|
231
|
|
|||
Inrebic
|
5
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Established Brands
|
|
|
|
|
|
||||||
Baraclude
|
555
|
|
|
744
|
|
|
1,052
|
|
|||
Vidaza
|
58
|
|
|
—
|
|
|
—
|
|
|||
Other Brands(a)
|
1,674
|
|
|
2,357
|
|
|
3,945
|
|
|||
Total Revenues
|
$
|
26,145
|
|
|
$
|
22,561
|
|
|
$
|
20,776
|
|
|
|
|
|
|
|
||||||
United States
|
$
|
15,342
|
|
|
$
|
12,586
|
|
|
$
|
11,358
|
|
Europe
|
6,266
|
|
|
5,658
|
|
|
4,988
|
|
|||
Rest of World
|
4,013
|
|
|
3,733
|
|
|
3,877
|
|
|||
Other(b)
|
524
|
|
|
584
|
|
|
553
|
|
|||
Total Revenues
|
$
|
26,145
|
|
|
$
|
22,561
|
|
|
$
|
20,776
|
|
(a)
|
Includes BMS and Celgene products in 2019.
|
(b)
|
Other revenues include royalties and alliance-related revenues for products not sold by BMS's regional commercial organizations.
|
•
|
When BMS is the principal in the end customer sale, 100% of product sales are included in Net product sales. When BMS's alliance partner is the principal in the end customer sale, BMS's contractual share of the third-party sales and/or royalty income are included in Alliance revenues as the sale of commercial products are considered part of BMS's ongoing major or central operations. Refer to “—Note 2. Revenue” for information regarding recognition criteria.
|
•
|
Amounts payable to BMS by alliance partners (who are the principal in the end customer sale) for supply of commercial products are included in Alliance revenues as the sale of commercial products are considered part of BMS's ongoing major or central operations.
|
•
|
Profit sharing, royalties and other sales-based fees payable by BMS to alliance partners are included in Cost of products sold as incurred.
|
•
|
Cost reimbursements between the parties are recognized as incurred and included in Cost of products sold; Marketing, selling and administrative expenses; or Research and development expenses, based on the underlying nature of the related activities subject to reimbursement.
|
•
|
Upfront and contingent development and approval milestones payable to BMS by alliance partners for investigational compounds and commercial products are deferred and amortized over the expected period of BMS's development and co-promotion obligation through the market exclusivity period or the periods in which the related compounds or products are expected to contribute to future cash flows. The amortization is presented consistent with the nature of the payment under the arrangement. For example, amounts received for investigational compounds are presented in Other (income)/expense, net as the activities being performed at that time are not related to the sale of commercial products included in BMS’s ongoing major or central operations; amounts received for commercial products are presented in alliance revenue as the sale of commercial products are considered part of BMS’s ongoing major or central operations.
|
•
|
Upfront and contingent approval milestones payable by BMS to alliance partners for commercial products are capitalized and amortized over the shorter of the contractual term or the periods in which the related products are expected to contribute to future cash flows.
|
•
|
Upfront and contingent milestones payable by BMS to alliance partners prior to regulatory approval are expensed as incurred and included in Research and development expense.
|
•
|
Royalties and other contingent consideration payable to BMS by alliance partners related to the divestiture of such businesses are included in Other (income)/expense, net when earned.
|
•
|
All payments between BMS and its alliance partners are presented in Cash Flows From Operating Activities.
|
|
Year Ended December 31,
|
||||||||||
Dollars in Millions
|
2019
|
|
2018
|
|
2017
|
||||||
Revenues from alliances:
|
|
|
|
|
|
||||||
Net product sales
|
$
|
9,944
|
|
|
$
|
8,359
|
|
|
$
|
6,917
|
|
Alliance revenues
|
597
|
|
|
647
|
|
|
962
|
|
|||
Total Revenues
|
$
|
10,541
|
|
|
$
|
9,006
|
|
|
$
|
7,879
|
|
|
|
|
|
|
|
||||||
Payments to/(from) alliance partners:
|
|
|
|
|
|
||||||
Cost of products sold
|
$
|
4,169
|
|
|
$
|
3,439
|
|
|
$
|
2,718
|
|
Marketing, selling and administrative
|
(127
|
)
|
|
(104
|
)
|
|
(62
|
)
|
|||
Research and development
|
42
|
|
|
1,044
|
|
|
(28
|
)
|
|||
Other (income)/expense, net
|
(60
|
)
|
|
(67
|
)
|
|
(46
|
)
|
Selected Alliance Balance Sheet Information:
|
December 31,
|
||||||
Dollars in Millions
|
2019
|
|
2018
|
||||
Receivables – from alliance partners
|
$
|
347
|
|
|
$
|
395
|
|
Accounts payable – to alliance partners
|
1,026
|
|
|
904
|
|
||
Deferred income from alliances(a)
|
431
|
|
|
491
|
|
(a)
|
Includes unamortized upfront and milestone payments.
|
|
Year Ended December 31,
|
||||||||||
Dollars in Millions
|
2019
|
|
2018
|
|
2017
|
||||||
Revenues from Pfizer alliance:
|
|
|
|
|
|
||||||
Net product sales
|
$
|
7,711
|
|
|
$
|
6,329
|
|
|
$
|
4,808
|
|
Alliance revenues
|
218
|
|
|
109
|
|
|
64
|
|
|||
Total Revenues
|
$
|
7,929
|
|
|
$
|
6,438
|
|
|
$
|
4,872
|
|
|
|
|
|
|
|
||||||
Payments to/(from) Pfizer:
|
|
|
|
|
|
||||||
Cost of products sold – Profit sharing
|
$
|
3,745
|
|
|
$
|
3,078
|
|
|
$
|
2,314
|
|
Other (income)/expense, net – Amortization of deferred income
|
(55
|
)
|
|
(55
|
)
|
|
(55
|
)
|
Selected Alliance Balance Sheet Information:
|
December 31,
|
||||||
Dollars in Millions
|
2019
|
|
2018
|
||||
Receivables
|
$
|
247
|
|
|
$
|
220
|
|
Accounts payable
|
922
|
|
|
786
|
|
||
Deferred income
|
355
|
|
|
410
|
|
|
Year Ended December 31,
|
||||||||||
Dollars in Millions
|
2019
|
|
2018
|
|
2017
|
||||||
Revenues from Otsuka alliances:
|
|
|
|
|
|
||||||
Net product sales – Oncology territory
|
$
|
1,794
|
|
|
$
|
1,705
|
|
|
$
|
1,699
|
|
|
|
|
|
|
|
||||||
Payments to Otsuka:
|
|
|
|
|
|
||||||
Cost of products sold – Oncology fee
|
302
|
|
|
297
|
|
|
299
|
|
|
Year Ended December 31,
|
||||||||||
Dollars in Millions
|
2019
|
|
2018
|
|
2017
|
||||||
Revenues from Ono alliances:
|
|
|
|
|
|
||||||
Net product sales
|
$
|
194
|
|
|
$
|
165
|
|
|
$
|
145
|
|
Alliance revenues
|
305
|
|
|
294
|
|
|
268
|
|
|||
Total Revenues
|
$
|
499
|
|
|
$
|
459
|
|
|
$
|
413
|
|
Amounts in Millions, Except Per Share Data
|
Total Consideration
|
||
Celgene shares outstanding at November 19, 2019
|
714.9
|
|
|
Cash per share
|
$
|
50
|
|
Cash consideration for outstanding shares
|
35,745
|
|
|
|
|
||
Celgene shares outstanding at November 19, 2019
|
714.9
|
|
|
Closing price of BMS common stock on November 19, 2019
|
$
|
56.48
|
|
Estimated fair value of share consideration
|
40,378
|
|
|
|
|
||
Celgene shares outstanding at November 19, 2019
|
714.9
|
|
|
Closing price of CVR(a)
|
$
|
2.30
|
|
Fair value of CVRs
|
1,644
|
|
|
|
|
||
Fair value of replacement options
|
1,428
|
|
|
Fair value of replacement restricted share awards
|
987
|
|
|
Fair value of CVRs issued to option and share award holders
|
87
|
|
|
Fair value of share-based compensation awards attributable to pre-combination service(b)
|
2,502
|
|
|
|
|
||
Total consideration transferred
|
$
|
80,269
|
|
(a)
|
The closing price of CVR is based on the first trade on November 21, 2019.
|
(b)
|
Fair value of the awards attributed to post-combination services of $1.0 billion will be included in compensation costs. Refer to “—Note 18. Employee Stock Benefit Plans” for more information.
|
Dollars in Millions
|
Preliminary Purchase Price Allocation
|
||
Cash and cash equivalents
|
$
|
11,179
|
|
Receivables
|
2,652
|
|
|
Inventories
|
4,511
|
|
|
Property, plant and equipment
|
1,342
|
|
|
Intangible assets(a)
|
64,027
|
|
|
Otezla* assets held-for-sale(b)
|
13,400
|
|
|
Other assets
|
3,408
|
|
|
Accounts payable
|
(363
|
)
|
|
Income taxes payable
|
(2,718
|
)
|
|
Deferred income tax liabilities
|
(7,339
|
)
|
|
Debt
|
(21,782
|
)
|
|
Other liabilities
|
(4,017
|
)
|
|
Identifiable net assets acquired
|
64,300
|
|
|
Goodwill(c)
|
15,969
|
|
|
Total consideration transferred
|
$
|
80,269
|
|
(a)
|
Intangible assets consists of currently marketed product rights of approximately $44.5 billion (amortized over 5.1 years calculated using the weighted-average useful life of the assets) and IPRD of approximately $19.5 billion (not amortized), and were valued using the multi-period excess earnings method. This method starts with a forecast of all of the expected future net cash flows associated with the asset and then involves adjusting the forecast to present value by applying an appropriate discount rate that reflects the risk factors associated with the cash flow streams.
|
(b)
|
Amount includes $381 million of inventory, $13.0 billion of developed product rights, $19 million of accrued liabilities and $5 million of other non-current liabilities. Refer to “—Divestitures” for more information.
|
(c)
|
Goodwill represents the going-concern value associated with future product discovery beyond the existing pipeline and expected value of synergies resulting from cost savings and avoidance not attributed to identifiable assets. Goodwill is not deductible for tax purposes.
|
•
|
Amortization expenses primarily related to fair value adjustments to Celgene's intangible assets, inventories and debt.
|
•
|
Non-recurring acquisition-related costs directly attributable to the Celgene acquisition and tax expense directly attributable to the Otezla* divestiture.
|
•
|
Interest expense, including amortization of deferred financing fees, attributable to the Celgene acquisition financing.
|
•
|
Elimination of historical revenue and expenses related to Otezla*. Refer to “—Divestitures.”
|
|
Year Ended December 31,
|
||||||
Amounts in Million
|
2019
|
|
2018
|
||||
Total Revenues
|
$
|
39,759
|
|
|
$
|
36,243
|
|
Net Earnings/(Loss)
|
3,369
|
|
|
(4,083
|
)
|
|
Proceeds(a)
|
|
Divestiture Gains
|
|
Royalty Income
|
||||||||||||||||||||||||||||||
Dollars in Millions
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||||||||
Otezla*
|
$
|
13,400
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
UPSA Business
|
1,508
|
|
|
—
|
|
|
—
|
|
|
(1,157
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Diabetes Business
|
661
|
|
|
579
|
|
|
405
|
|
|
—
|
|
|
—
|
|
|
(126
|
)
|
|
(650
|
)
|
|
(661
|
)
|
|
(329
|
)
|
|||||||||
Erbitux* Business
|
15
|
|
|
216
|
|
|
218
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
|
(145
|
)
|
|
(224
|
)
|
|||||||||
Manufacturing Operations
|
48
|
|
|
160
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Plavix* and Avapro*/Avalide*
|
—
|
|
|
80
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Investigational HIV Business
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Mature Brands and Other
|
10
|
|
|
212
|
|
|
28
|
|
|
(12
|
)
|
|
(178
|
)
|
|
(24
|
)
|
|
(13
|
)
|
|
(8
|
)
|
|
(4
|
)
|
|||||||||
Total
|
$
|
15,642
|
|
|
$
|
1,247
|
|
|
$
|
651
|
|
|
$
|
(1,168
|
)
|
|
$
|
(178
|
)
|
|
$
|
(161
|
)
|
|
$
|
(686
|
)
|
|
$
|
(814
|
)
|
|
$
|
(557
|
)
|
(a)
|
Includes royalties received subsequent to the related sale of the asset or business.
|
Dollars in Millions
|
December 31,
2018 |
||
Receivables
|
$
|
79
|
|
Inventories
|
81
|
|
|
Property, plant and equipment
|
187
|
|
|
Goodwill
|
127
|
|
|
Other
|
5
|
|
|
Assets held-for-sale
|
479
|
|
|
|
|
||
Accounts payable
|
35
|
|
|
Other current liabilities
|
78
|
|
|
Deferred income taxes
|
25
|
|
|
Other liabilities
|
14
|
|
|
Liabilities related to assets held-for-sale
|
152
|
|
|
|
|
||
Net assets held-for-sale
|
$
|
327
|
|
|
Year Ended December 31,
|
||||||||||
Dollars in Millions
|
2019
|
|
2018
|
|
2017
|
||||||
Interest expense
|
$
|
656
|
|
|
$
|
183
|
|
|
$
|
196
|
|
Pension and postretirement
|
1,599
|
|
|
(27
|
)
|
|
(1
|
)
|
|||
Royalties and licensing income
|
(1,360
|
)
|
|
(1,353
|
)
|
|
(1,351
|
)
|
|||
Divestiture gains
|
(1,168
|
)
|
|
(178
|
)
|
|
(164
|
)
|
|||
Acquisition expenses
|
657
|
|
|
—
|
|
|
—
|
|
|||
Contingent value rights
|
523
|
|
|
—
|
|
|
—
|
|
|||
Investment income
|
(464
|
)
|
|
(173
|
)
|
|
(126
|
)
|
|||
Integration expenses
|
415
|
|
|
—
|
|
|
—
|
|
|||
Provision for restructuring
|
301
|
|
|
131
|
|
|
293
|
|
|||
Equity investment (gains)/losses
|
(279
|
)
|
|
512
|
|
|
(23
|
)
|
|||
Litigation and other settlements
|
77
|
|
|
76
|
|
|
(487
|
)
|
|||
Transition and other service fees
|
(37
|
)
|
|
(12
|
)
|
|
(37
|
)
|
|||
Intangible asset impairment
|
15
|
|
|
64
|
|
|
—
|
|
|||
Equity in net loss/(income) of affiliates
|
4
|
|
|
(93
|
)
|
|
(75
|
)
|
|||
Loss on debt redemption
|
—
|
|
|
—
|
|
|
109
|
|
|||
Other
|
(1
|
)
|
|
16
|
|
|
(19
|
)
|
|||
Other (income)/expense, net
|
$
|
938
|
|
|
$
|
(854
|
)
|
|
$
|
(1,685
|
)
|
Dollars in Millions
|
Year Ended December 31, 2019
|
||
Provision for restructuring
|
$
|
256
|
|
Integration expenses
|
415
|
|
|
Asset impairments
|
3
|
|
|
Total charges
|
$
|
674
|
|
Dollars in Millions
|
Year Ended December 31, 2019
|
||
Research and development
|
$
|
3
|
|
Other (income)/expense, net
|
671
|
|
|
Total charges
|
$
|
674
|
|
Dollars in Millions
|
Year Ended December 31, 2019
|
||
Liability at January 1
|
$
|
—
|
|
Provision for restructuring(a)
|
111
|
|
|
Payments
|
(34
|
)
|
|
Liability at December 31
|
$
|
77
|
|
(a)
|
Excludes $145 million of accelerated stock-based compensation.
|
|
Year Ended December 31,
|
||||||||||
Dollars in Millions
|
2019
|
|
2018
|
|
2017
|
||||||
Employee termination costs
|
$
|
17
|
|
|
$
|
87
|
|
|
$
|
267
|
|
Other termination costs
|
28
|
|
|
44
|
|
|
26
|
|
|||
Provision for restructuring
|
45
|
|
|
131
|
|
|
293
|
|
|||
Accelerated depreciation
|
133
|
|
|
113
|
|
|
289
|
|
|||
Asset impairments
|
127
|
|
|
16
|
|
|
241
|
|
|||
Other shutdown costs
|
—
|
|
|
8
|
|
|
3
|
|
|||
Total charges
|
$
|
305
|
|
|
$
|
268
|
|
|
$
|
826
|
|
|
Year Ended December 31,
|
||||||||||
Dollars in Millions
|
2019
|
|
2018
|
|
2017
|
||||||
Cost of products sold
|
$
|
180
|
|
|
$
|
57
|
|
|
$
|
149
|
|
Marketing, selling and administrative
|
1
|
|
|
1
|
|
|
1
|
|
|||
Research and development
|
79
|
|
|
79
|
|
|
383
|
|
|||
Other (income)/expense, net
|
45
|
|
|
131
|
|
|
293
|
|
|||
Total charges
|
$
|
305
|
|
|
$
|
268
|
|
|
$
|
826
|
|
|
Year Ended December 31,
|
||||||||||
Dollars in Millions
|
2019
|
|
2018
|
|
2017
|
||||||
Liability at December 31
|
$
|
99
|
|
|
$
|
186
|
|
|
$
|
114
|
|
Cease-use liability reclassification
|
(3
|
)
|
|
—
|
|
|
—
|
|
|||
Liability at January 1
|
96
|
|
|
186
|
|
|
114
|
|
|||
Charges
|
49
|
|
|
148
|
|
|
319
|
|
|||
Change in estimates
|
(4
|
)
|
|
(17
|
)
|
|
(26
|
)
|
|||
Provision for restructuring
|
45
|
|
|
131
|
|
|
293
|
|
|||
Foreign currency translation and other
|
(1
|
)
|
|
1
|
|
|
18
|
|
|||
Payments
|
(117
|
)
|
|
(219
|
)
|
|
(239
|
)
|
|||
Liability at December 31
|
$
|
23
|
|
|
$
|
99
|
|
|
$
|
186
|
|
|
Year Ended December 31,
|
||||||||||
Dollars in Millions
|
2019
|
|
2018
|
|
2017
|
||||||
Current:
|
|
|
|
|
|
||||||
U.S.
|
$
|
1,002
|
|
|
$
|
566
|
|
|
$
|
3,304
|
|
Non-U.S.
|
1,437
|
|
|
410
|
|
|
399
|
|
|||
Total Current
|
2,439
|
|
|
976
|
|
|
3,703
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
U.S.
|
(113
|
)
|
|
(51
|
)
|
|
541
|
|
|||
Non-U.S.
|
(811
|
)
|
|
96
|
|
|
(88
|
)
|
|||
Total Deferred
|
(924
|
)
|
|
45
|
|
|
453
|
|
|||
Total Provision
|
$
|
1,515
|
|
|
$
|
1,021
|
|
|
$
|
4,156
|
|
|
% of Earnings Before Income Taxes
|
|||||||||||||||||||
Dollars in Millions
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||
Earnings before income taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
U.S.
|
$
|
542
|
|
|
|
|
$
|
2,338
|
|
|
|
|
$
|
2,280
|
|
|
|
|||
Non-U.S.
|
4,433
|
|
|
|
|
3,630
|
|
|
|
|
2,851
|
|
|
|
||||||
Total
|
4,975
|
|
|
|
|
5,968
|
|
|
|
|
5,131
|
|
|
|
||||||
U.S. statutory rate
|
1,045
|
|
|
21.0
|
%
|
|
1,253
|
|
|
21.0
|
%
|
|
1,796
|
|
|
35.0
|
%
|
|||
Deemed repatriation transition tax
|
—
|
|
|
—
|
|
|
(56
|
)
|
|
(0.9
|
)%
|
|
2,611
|
|
|
50.9
|
%
|
|||
Deferred tax remeasurement
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
285
|
|
|
5.6
|
%
|
|||
Global intangible low taxed income (GILTI)
|
849
|
|
|
17.1
|
%
|
|
94
|
|
|
1.6
|
%
|
|
—
|
|
|
—
|
|
|||
Foreign tax effect of certain operations in Ireland, Puerto Rico and Switzerland
|
(68
|
)
|
|
(1.4
|
)%
|
|
(202
|
)
|
|
(3.4
|
)%
|
|
(561
|
)
|
|
(10.9
|
)%
|
|||
U.S. Federal valuation allowance
|
25
|
|
|
0.5
|
%
|
|
119
|
|
|
2.0
|
%
|
|
—
|
|
|
—
|
|
|||
U.S. Federal, state and foreign contingent tax matters
|
(13
|
)
|
|
(0.3
|
)%
|
|
(55
|
)
|
|
(0.9
|
)%
|
|
72
|
|
|
1.4
|
%
|
|||
U.S. Federal research based credits
|
(138
|
)
|
|
(2.8
|
)%
|
|
(138
|
)
|
|
(2.3
|
)%
|
|
(144
|
)
|
|
(2.8
|
)%
|
|||
Fair value adjustments for contingent value rights
|
110
|
|
|
2.2
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Non-deductible R&D charges
|
5
|
|
|
0.1
|
%
|
|
17
|
|
|
0.3
|
%
|
|
266
|
|
|
5.2
|
%
|
|||
Puerto Rico excise tax
|
(163
|
)
|
|
(3.3
|
)%
|
|
(152
|
)
|
|
(2.6
|
)%
|
|
(131
|
)
|
|
(2.6
|
)%
|
|||
Domestic manufacturing deduction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(78
|
)
|
|
(1.5
|
)%
|
|||
State and local taxes (net of valuation allowance)
|
(16
|
)
|
|
(0.3
|
)%
|
|
67
|
|
|
1.1
|
%
|
|
77
|
|
|
1.5
|
%
|
|||
Foreign and other
|
(121
|
)
|
|
(2.3
|
)%
|
|
74
|
|
|
1.2
|
%
|
|
(37
|
)
|
|
(0.8
|
)%
|
|||
Total
|
$
|
1,515
|
|
|
30.5
|
%
|
|
$
|
1,021
|
|
|
17.1
|
%
|
|
$
|
4,156
|
|
|
81.0
|
%
|
|
December 31,
|
||||||
Dollars in Millions
|
2019
|
|
2018
|
||||
Deferred tax assets
|
|
|
|
||||
Foreign net operating loss carryforwards
|
$
|
2,480
|
|
|
$
|
2,978
|
|
State net operating loss and credit carryforwards
|
263
|
|
|
121
|
|
||
U.S. Federal net operating loss and credit carryforwards
|
88
|
|
|
67
|
|
||
Deferred income
|
160
|
|
|
188
|
|
||
Milestone payments and license fees
|
558
|
|
|
552
|
|
||
Inventory
|
56
|
|
|
114
|
|
||
Other foreign deferred tax assets
|
370
|
|
|
327
|
|
||
Share-based compensation
|
521
|
|
|
54
|
|
||
Other
|
434
|
|
|
377
|
|
||
Total deferred tax assets
|
4,930
|
|
|
4,778
|
|
||
Valuation allowance
|
(2,844
|
)
|
|
(3,193
|
)
|
||
Deferred tax assets net of valuation allowance
|
$
|
2,086
|
|
|
$
|
1,585
|
|
|
|
|
|
||||
Deferred tax liabilities
|
|
|
|
||||
Depreciation
|
$
|
(113
|
)
|
|
$
|
(61
|
)
|
Acquired intangible assets
|
(7,387
|
)
|
|
(220
|
)
|
||
Goodwill and other
|
(530
|
)
|
|
(533
|
)
|
||
Total deferred tax liabilities
|
$
|
(8,030
|
)
|
|
$
|
(814
|
)
|
|
|
|
|
||||
Deferred tax (liabilities)/assets, net
|
$
|
(5,944
|
)
|
|
$
|
771
|
|
|
|
|
|
||||
Recognized as:
|
|
|
|
||||
Deferred income taxes assets – non-current
|
$
|
510
|
|
|
$
|
815
|
|
Deferred income taxes liabilities – non-current
|
(6,454
|
)
|
|
(19
|
)
|
||
Liabilities related to assets held-for-sale
|
—
|
|
|
(25
|
)
|
||
Total
|
$
|
(5,944
|
)
|
|
$
|
771
|
|
|
Year Ended December 31,
|
||||||||||
Dollars in Millions
|
2019
|
|
2018
|
|
2017
|
||||||
Balance at beginning of year
|
$
|
3,193
|
|
|
$
|
2,827
|
|
|
$
|
3,078
|
|
Provision
|
75
|
|
|
458
|
|
|
50
|
|
|||
Utilization
|
(423
|
)
|
|
(43
|
)
|
|
(335
|
)
|
|||
Foreign currency translation
|
(132
|
)
|
|
(48
|
)
|
|
341
|
|
|||
Acquisitions
|
228
|
|
|
—
|
|
|
2
|
|
|||
Non U.S. rate change
|
(97
|
)
|
|
(1
|
)
|
|
(309
|
)
|
|||
Balance at end of year
|
$
|
2,844
|
|
|
$
|
3,193
|
|
|
$
|
2,827
|
|
|
Year Ended December 31,
|
||||||||||
Dollars in Millions
|
2019
|
|
2018
|
|
2017
|
||||||
Balance at beginning of year
|
$
|
995
|
|
|
$
|
1,155
|
|
|
$
|
995
|
|
Gross additions to tax positions related to current year
|
170
|
|
|
48
|
|
|
173
|
|
|||
Gross additions to tax positions related to prior years
|
19
|
|
|
21
|
|
|
30
|
|
|||
Gross additions to tax positions assumed in acquisitions
|
852
|
|
|
—
|
|
|
—
|
|
|||
Gross reductions to tax positions related to prior years
|
(35
|
)
|
|
(106
|
)
|
|
(22
|
)
|
|||
Settlements
|
(23
|
)
|
|
2
|
|
|
(20
|
)
|
|||
Reductions to tax positions related to lapse of statute
|
(72
|
)
|
|
(119
|
)
|
|
(13
|
)
|
|||
Cumulative translation adjustment
|
(1
|
)
|
|
(6
|
)
|
|
12
|
|
|||
Balance at end of year
|
$
|
1,905
|
|
|
$
|
995
|
|
|
$
|
1,155
|
|
|
Year Ended December 31,
|
||||||||||
Dollars in Millions
|
2019
|
|
2018
|
|
2017
|
||||||
Unrecognized tax benefits that if recognized would impact the effective tax rate
|
$
|
1,809
|
|
|
$
|
853
|
|
|
$
|
1,002
|
|
Accrued interest
|
292
|
|
|
167
|
|
|
148
|
|
|||
Accrued penalties
|
10
|
|
|
11
|
|
|
15
|
|
U.S.
|
2008 to 2019
|
Canada
|
2012 to 2019
|
France
|
2016 to 2019
|
Germany
|
2008 to 2019
|
Italy
|
2015 to 2019
|
Japan
|
2014 to 2019
|
Switzerland
|
2015 to 2019
|
UK
|
2012 to 2019
|
|
Year Ended December 31,
|
||||||||||
Amounts in Millions, Except Per Share Data
|
2019
|
|
2018
|
|
2017
|
||||||
Net Earnings Attributable to BMS used for Basic and Diluted EPS Calculation
|
$
|
3,439
|
|
|
$
|
4,920
|
|
|
$
|
1,007
|
|
|
|
|
|
|
|
||||||
Weighted-average common shares outstanding - basic
|
1,705
|
|
|
1,633
|
|
|
1,645
|
|
|||
Incremental shares attributable to share-based compensation plans
|
7
|
|
|
4
|
|
|
7
|
|
|||
Weighted-average common shares outstanding - diluted
|
1,712
|
|
|
1,637
|
|
|
1,652
|
|
|||
|
|
|
|
|
|
||||||
Earnings per Common Share
|
|
|
|
|
|
||||||
Basic
|
$
|
2.02
|
|
|
$
|
3.01
|
|
|
$
|
0.61
|
|
Diluted
|
2.01
|
|
|
3.01
|
|
|
0.61
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||||||
Dollars in Millions
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Level 1
|
|
Level 2
|
||||||||||
Cash and cash equivalents - Money market and other securities
|
$
|
—
|
|
|
$
|
10,448
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,173
|
|
Marketable debt securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Certificates of deposit
|
—
|
|
|
1,227
|
|
|
—
|
|
|
—
|
|
|
971
|
|
|||||
Commercial paper
|
—
|
|
|
1,093
|
|
|
—
|
|
|
—
|
|
|
273
|
|
|||||
Corporate debt securities
|
—
|
|
|
1,494
|
|
|
—
|
|
|
—
|
|
|
2,379
|
|
|||||
Derivative assets
|
—
|
|
|
140
|
|
|
—
|
|
|
—
|
|
|
44
|
|
|||||
Equity investments
|
2,020
|
|
|
175
|
|
|
—
|
|
|
88
|
|
|
391
|
|
|||||
Derivative liabilities
|
—
|
|
|
(40
|
)
|
|
—
|
|
|
—
|
|
|
(31
|
)
|
|||||
Contingent consideration liability:
|
|
|
|
|
|
|
|
|
|
||||||||||
Contingent value rights
|
2,275
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other acquisition related contingent consideration
|
—
|
|
|
—
|
|
|
106
|
|
|
—
|
|
|
—
|
|
|
Ranges (weighted average) utilized as of:
|
Inputs
|
December 31, 2019
|
Discount rate
|
2.2% to 3.2% (2.6%)
|
Probability of payment
|
0% to 68% (4.1%)
|
Projected year of payment for development and regulatory milestones
|
2020 to 2029 (2024)
|
Projected year of payment for sales-based milestones and other amounts calculated as a percentage of annual sales
|
N/A
|
Dollars in Millions
|
Year Ended December 31, 2019
|
||
Fair value as of January 1
|
$
|
—
|
|
Celgene acquisition
|
106
|
|
|
Fair value as of December 31
|
$
|
106
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||||||||||
Dollars in Millions
|
Amortized
Cost |
|
Gross Unrealized
|
|
Fair Value
|
|
Amortized
Cost |
|
Gross Unrealized
|
|
Fair Value
|
||||||||||||||||||||
Gains
|
|
Losses
|
Gains
|
|
Losses
|
||||||||||||||||||||||||||
Certificates of deposit
|
$
|
1,227
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,227
|
|
|
$
|
971
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
971
|
|
Commercial paper
|
1,093
|
|
|
—
|
|
|
—
|
|
|
1,093
|
|
|
273
|
|
|
—
|
|
|
—
|
|
|
273
|
|
||||||||
Corporate debt securities
|
1,487
|
|
|
8
|
|
|
(1
|
)
|
|
1,494
|
|
|
2,416
|
|
|
—
|
|
|
(37
|
)
|
|
2,379
|
|
||||||||
|
$
|
3,807
|
|
|
$
|
8
|
|
|
$
|
(1
|
)
|
|
3,814
|
|
|
$
|
3,660
|
|
|
$
|
—
|
|
|
$
|
(37
|
)
|
|
3,623
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Equity investments
|
|
|
|
|
|
2,195
|
|
|
|
|
|
|
|
|
479
|
|
|||||||||||||||
Total
|
|
|
|
|
|
|
$
|
6,009
|
|
|
|
|
|
|
|
|
$
|
4,102
|
|
|
December 31,
|
||||||
Dollars in Millions
|
2019
|
|
2018
|
||||
Marketable debt securities - current
|
$
|
3,047
|
|
|
$
|
1,848
|
|
Other current assets
|
—
|
|
|
125
|
|
||
Marketable debt securities - non-current(a)
|
767
|
|
|
1,775
|
|
||
Other non-current assets
|
2,195
|
|
|
354
|
|
||
Total
|
$
|
6,009
|
|
|
$
|
4,102
|
|
(a)
|
All non-current marketable debt securities mature within five years as of December 31, 2019 and December 31, 2018.
|
|
Year Ended December 31,
|
||||||
Dollars in Millions
|
2019
|
|
2018
|
||||
Net gain/(loss) recognized
|
$
|
170
|
|
|
$
|
(530
|
)
|
Less: Net gain recognized for equity investments sold
|
14
|
|
|
7
|
|
||
Net unrealized gain/(loss) on equity investments held
|
$
|
156
|
|
|
$
|
(537
|
)
|
(a)
|
Included in Other current assets and Other non-current assets.
|
(b)
|
Included in Other current liabilities and Other non-current liabilities.
|
|
Year Ended December 31,
|
||||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||||||||||||||
Dollars in Millions
|
Cost of products sold
|
|
Other (income)/expense, net
|
|
Cost of products sold
|
|
Other (income)/expense, net
|
|
Cost of products sold
|
|
Other (income)/expense, net
|
||||||||||||
Interest rate swap contracts
|
$
|
—
|
|
|
$
|
(24
|
)
|
|
$
|
—
|
|
|
$
|
(23
|
)
|
|
$
|
—
|
|
|
$
|
(31
|
)
|
Cross-currency interest rate swap contracts
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
||||||
Foreign currency forward contracts
|
(103
|
)
|
|
11
|
|
|
(4
|
)
|
|
(14
|
)
|
|
(12
|
)
|
|
52
|
|
||||||
Forward starting interest rate swap option contracts
|
—
|
|
|
35
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Deal contingent forward starting interest rate swap contracts
|
—
|
|
|
240
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Foreign currency zero-cost collar contracts
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Year Ended December 31,
|
||||||||||
Dollars in Millions
|
2019
|
|
2018
|
|
2017
|
||||||
Derivatives qualifying as cash flow hedges
|
|
|
|
|
|
||||||
Foreign currency forward contracts gain/(loss):
|
|
|
|
|
|
||||||
Recognized in Other Comprehensive Income/(Loss)(a)
|
$
|
65
|
|
|
$
|
86
|
|
|
$
|
(108
|
)
|
Reclassified to Cost of products sold
|
(103
|
)
|
|
(4
|
)
|
|
(12
|
)
|
|||
Reclassified to Other (income)/expense, net
|
—
|
|
|
—
|
|
|
36
|
|
|||
|
|
|
|
|
|
||||||
Derivatives qualifying as net investment hedges
|
|
|
|
|
|
||||||
Cross-currency interest rate swap contracts gain/(loss):
|
|
|
|
|
|
||||||
Recognized in Other Comprehensive Income/(Loss)
|
6
|
|
|
(5
|
)
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Non-derivatives qualifying as net investment hedges
|
|
|
|
|
|
||||||
Non U.S. dollar borrowings gain/(loss):
|
|
|
|
|
|
||||||
Recognized in Other Comprehensive Income/(Loss)
|
29
|
|
|
45
|
|
|
(134
|
)
|
(a)
|
The amount is expected to be reclassified into earnings in the next 12 months.
|
|
December 31,
|
||||||
Dollars in Millions
|
2019
|
|
2018
|
||||
Non-U.S. short-term borrowings
|
$
|
351
|
|
|
$
|
320
|
|
Current portion of long-term debt
|
2,763
|
|
|
1,249
|
|
||
Other
|
232
|
|
|
134
|
|
||
Total
|
$
|
3,346
|
|
|
$
|
1,703
|
|
|
December 31,
|
||||||
Dollars in Millions
|
2019
|
|
2018
|
||||
Principal Value:
|
|
|
|
||||
1.600% Notes due 2019
|
$
|
—
|
|
|
$
|
750
|
|
1.750% Notes due 2019
|
—
|
|
|
500
|
|
||
Floating Rate Notes due 2020
|
750
|
|
|
—
|
|
||
2.875% Notes due 2020
|
1,500
|
|
|
—
|
|
||
3.950% Notes due 2020
|
500
|
|
|
—
|
|
||
2.250% Notes due 2021
|
500
|
|
|
—
|
|
||
2.550% Notes due 2021
|
1,000
|
|
|
—
|
|
||
2.875% Notes due 2021
|
500
|
|
|
—
|
|
||
Floating Rate Notes due 2022
|
500
|
|
|
—
|
|
||
2.000% Notes due 2022
|
750
|
|
|
750
|
|
||
2.600% Notes due 2022
|
1,500
|
|
|
—
|
|
||
3.250% Notes due 2022
|
1,000
|
|
|
—
|
|
||
3.550% Notes due 2022
|
1,000
|
|
|
—
|
|
||
2.750% Notes due 2023
|
750
|
|
|
—
|
|
||
3.250% Notes due 2023
|
500
|
|
|
500
|
|
||
3.250% Notes due 2023
|
1,000
|
|
|
—
|
|
||
4.000% Notes due 2023
|
700
|
|
|
—
|
|
||
7.150% Notes due 2023
|
302
|
|
|
302
|
|
||
2.900% Notes due 2024
|
3,250
|
|
|
—
|
|
||
3.625% Notes due 2024
|
1,000
|
|
|
—
|
|
||
1.000% Euro Notes due 2025
|
638
|
|
|
655
|
|
||
3.875% Notes due 2025
|
2,500
|
|
|
—
|
|
||
3.200% Notes due 2026
|
2,250
|
|
|
—
|
|
||
6.800% Notes due 2026
|
256
|
|
|
256
|
|
||
3.250% Notes due 2027
|
750
|
|
|
750
|
|
||
3.450% Notes due 2027
|
1,000
|
|
|
—
|
|
||
3.900% Notes due 2028
|
1,500
|
|
|
—
|
|
||
3.400% Notes due 2029
|
4,000
|
|
|
—
|
|
||
1.750% Euro Notes due 2035
|
638
|
|
|
655
|
|
||
5.875% Notes due 2036
|
287
|
|
|
287
|
|
||
6.125% Notes due 2038
|
226
|
|
|
226
|
|
||
4.125% Notes due 2039
|
2,000
|
|
|
—
|
|
||
5.700% Notes due 2040
|
250
|
|
|
—
|
|
||
3.250% Notes due 2042
|
500
|
|
|
500
|
|
||
5.250% Notes due 2043
|
400
|
|
|
—
|
|
||
4.500% Notes due 2044
|
500
|
|
|
500
|
|
||
4.625% Notes due 2044
|
1,000
|
|
|
—
|
|
||
5.000% Notes due 2045
|
2,000
|
|
|
—
|
|
||
4.350% Notes due 2047
|
1,250
|
|
|
—
|
|
||
4.550% Notes due 2048
|
1,500
|
|
|
—
|
|
||
4.250% Notes due 2049
|
3,750
|
|
|
—
|
|
||
6.875% Notes due 2097
|
87
|
|
|
87
|
|
||
0.13% - 5.75% Other - maturing through 2024
|
51
|
|
|
58
|
|
||
Total
|
$
|
44,335
|
|
|
$
|
6,776
|
|
|
December 31,
|
||||||
Dollars in Millions
|
2019
|
|
2018
|
||||
Principal Value
|
$
|
44,335
|
|
|
$
|
6,776
|
|
|
|
|
|
||||
Adjustments to Principal Value:
|
|
|
|
||||
Fair value of interest rate swap contracts
|
6
|
|
|
(10
|
)
|
||
Unamortized basis adjustment from swap terminations
|
175
|
|
|
201
|
|
||
Unamortized bond discounts and issuance costs
|
(280
|
)
|
|
(72
|
)
|
||
Unamortized purchase price adjustments of Celgene debt
|
1,914
|
|
|
—
|
|
||
Total
|
$
|
46,150
|
|
|
$
|
6,895
|
|
|
|
|
|
||||
Current portion of long-term debt
|
2,763
|
|
|
1,249
|
|
||
Long-term debt
|
43,387
|
|
|
5,646
|
|
||
Total
|
$
|
46,150
|
|
|
$
|
6,895
|
|
|
December 31,
|
||||||
Dollars in Millions
|
2019
|
|
2018
|
||||
Trade receivables
|
$
|
6,888
|
|
|
$
|
4,914
|
|
Less charge-backs and cash discounts
|
(391
|
)
|
|
(245
|
)
|
||
Less bad debt allowances
|
(21
|
)
|
|
(33
|
)
|
||
Net trade receivables
|
6,476
|
|
|
4,636
|
|
||
Alliance, Royalties, VAT and other
|
1,209
|
|
|
1,111
|
|
||
Receivables
|
$
|
7,685
|
|
|
$
|
5,747
|
|
|
Year Ended December 31,
|
||||||||||
Dollars in Millions
|
2019
|
|
2018
|
|
2017
|
||||||
Balance at beginning of year
|
$
|
278
|
|
|
$
|
252
|
|
|
$
|
174
|
|
Celgene acquisition
|
116
|
|
|
—
|
|
|
—
|
|
|||
Provision
|
3,725
|
|
|
2,739
|
|
|
2,090
|
|
|||
Utilization
|
(3,705
|
)
|
|
(2,707
|
)
|
|
(2,015
|
)
|
|||
Other
|
(2
|
)
|
|
(6
|
)
|
|
3
|
|
|||
Balance at end of year
|
$
|
412
|
|
|
$
|
278
|
|
|
$
|
252
|
|
|
December 31,
|
||||||
Dollars in Millions
|
2019
|
|
2018
|
||||
Finished goods
|
$
|
2,227
|
|
|
$
|
356
|
|
Work in process
|
3,267
|
|
|
1,152
|
|
||
Raw and packaging materials
|
172
|
|
|
116
|
|
||
Total Inventories
|
$
|
5,666
|
|
|
$
|
1,624
|
|
|
|
|
|
||||
Inventories
|
$
|
4,293
|
|
|
$
|
1,195
|
|
Other non-current assets
|
1,373
|
|
|
429
|
|
|
December 31,
|
||||||
Dollars in Millions
|
2019
|
|
2018
|
||||
Land
|
$
|
187
|
|
|
$
|
104
|
|
Buildings
|
6,336
|
|
|
5,231
|
|
||
Machinery, equipment and fixtures
|
3,157
|
|
|
2,962
|
|
||
Construction in progress
|
527
|
|
|
548
|
|
||
Gross property, plant and equipment
|
10,207
|
|
|
8,845
|
|
||
Less accumulated depreciation
|
(3,955
|
)
|
|
(3,818
|
)
|
||
Property, plant and equipment
|
$
|
6,252
|
|
|
$
|
5,027
|
|
|
|
|
|
||||
United States
|
$
|
4,835
|
|
|
$
|
3,772
|
|
Europe
|
1,291
|
|
|
1,140
|
|
||
Rest of the World
|
126
|
|
|
115
|
|
||
Total
|
$
|
6,252
|
|
|
$
|
5,027
|
|
Dollars in Millions
|
Year Ended December 31, 2019
|
||
Operating lease cost
|
$
|
115
|
|
Variable lease cost
|
25
|
|
|
Short-term lease cost
|
20
|
|
|
Sublease income
|
(4
|
)
|
|
Total operating lease expense
|
$
|
156
|
|
Dollars in Millions
|
December 31,
2019 |
|
January 1,
2019 |
||||
Other non-current assets
|
$
|
704
|
|
|
$
|
543
|
|
|
|
|
|
||||
Other current liabilities
|
133
|
|
|
40
|
|
||
Other non-current liabilities
|
672
|
|
|
548
|
|
||
Total liabilities
|
$
|
805
|
|
|
$
|
588
|
|
Dollars in Millions
|
|
||
2020
|
$
|
165
|
|
2021
|
145
|
|
|
2022
|
130
|
|
|
2023
|
104
|
|
|
2024
|
68
|
|
|
Thereafter
|
354
|
|
|
Total future lease payments
|
966
|
|
|
|
|
||
Less imputed interest
|
161
|
|
|
Total lease liability
|
$
|
805
|
|
|
Estimated
Useful Lives |
|
December 31,
|
||||||
Dollars in Millions
|
|
2019
|
|
2018
|
|||||
Goodwill(a)
|
|
|
$
|
22,488
|
|
|
$
|
6,538
|
|
|
|
|
|
|
|
||||
Other intangible assets(a):
|
|
|
|
|
|
||||
Licenses
|
5 – 15 years
|
|
482
|
|
|
510
|
|
||
Acquired developed product rights
|
3 – 15 years
|
|
46,827
|
|
|
2,357
|
|
||
Capitalized software
|
3 – 10 years
|
|
1,297
|
|
|
1,156
|
|
||
IPRD
|
|
|
19,500
|
|
|
32
|
|
||
Gross other intangible assets
|
|
|
68,106
|
|
|
4,055
|
|
||
Less accumulated amortization
|
|
|
(4,137
|
)
|
|
(2,964
|
)
|
||
Other intangible assets
|
|
|
$
|
63,969
|
|
|
$
|
1,091
|
|
(a)
|
Includes goodwill and other intangible assets recognized as part of the Celgene acquisition in 2019. Refer to “—Note 4. Acquisitions, Divestitures, Licensing and Other Arrangements” for more information related to the Celgene acquisition.
|
|
December 31,
|
||||||
Dollars in Millions
|
2019
|
|
2018
|
||||
Prepaid and refundable income taxes
|
$
|
754
|
|
|
$
|
774
|
|
Research and development
|
410
|
|
|
337
|
|
||
Assets held-for-sale
|
—
|
|
|
479
|
|
||
Other
|
819
|
|
|
425
|
|
||
Other current assets
|
$
|
1,983
|
|
|
$
|
2,015
|
|
|
December 31,
|
||||||
Dollars in Millions
|
2019
|
|
2018
|
||||
Equity investments
|
$
|
3,405
|
|
|
$
|
674
|
|
Inventories
|
1,373
|
|
|
429
|
|
||
Operating leases
|
704
|
|
|
—
|
|
||
Pension and postretirement
|
456
|
|
|
809
|
|
||
Restricted cash
|
390
|
|
|
—
|
|
||
Other
|
276
|
|
|
112
|
|
||
Other non-current assets
|
$
|
6,604
|
|
|
$
|
2,024
|
|
|
December 31,
|
||||||
Dollars in Millions
|
2019
|
|
2018
|
||||
Rebates and returns
|
$
|
4,275
|
|
|
$
|
2,417
|
|
Income taxes payable
|
1,517
|
|
|
398
|
|
||
Employee compensation and benefits
|
1,457
|
|
|
848
|
|
||
Research and development
|
1,324
|
|
|
805
|
|
||
Dividends
|
1,025
|
|
|
669
|
|
||
Interest
|
493
|
|
|
69
|
|
||
Royalties
|
418
|
|
|
391
|
|
||
Operating leases
|
133
|
|
|
—
|
|
||
Other
|
1,871
|
|
|
1,462
|
|
||
Other current liabilities
|
$
|
12,513
|
|
|
$
|
7,059
|
|
|
December 31,
|
||||||
Dollars in Millions
|
2019
|
|
2018
|
||||
Income taxes payable
|
$
|
5,368
|
|
|
$
|
3,024
|
|
Contingent value rights
|
2,275
|
|
|
—
|
|
||
Pension and postretirement
|
725
|
|
|
566
|
|
||
Operating leases
|
672
|
|
|
—
|
|
||
Deferred income
|
424
|
|
|
468
|
|
||
Deferred compensation
|
287
|
|
|
231
|
|
||
Other
|
350
|
|
|
251
|
|
||
Other non-current liabilities
|
$
|
10,101
|
|
|
$
|
4,540
|
|
|
Common Stock
|
|
Capital in Excess
of Par Value of Stock |
|
Accumulated Other Comprehensive Loss
|
|
Retained
Earnings |
|
Treasury Stock
|
|
Noncontrolling
Interest |
||||||||||||||||||
Dollars and Shares in Millions
|
Shares
|
|
Par Value
|
|
|
Shares
|
|
Cost
|
|
||||||||||||||||||||
Balance at January 1, 2017
|
2,208
|
|
|
$
|
221
|
|
|
$
|
1,725
|
|
|
$
|
(2,503
|
)
|
|
$
|
33,513
|
|
|
536
|
|
|
$
|
(16,779
|
)
|
|
$
|
170
|
|
Accounting change - cumulative effect(a)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(787
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Adjusted balance at January 1, 2017
|
2,208
|
|
|
221
|
|
|
1,725
|
|
|
(2,503
|
)
|
|
32,726
|
|
|
536
|
|
|
(16,779
|
)
|
|
170
|
|
||||||
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,007
|
|
|
—
|
|
|
—
|
|
|
27
|
|
||||||
Other Comprehensive Income/(Loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
214
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Cash dividends declared(c)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,573
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Share repurchase program
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44
|
|
|
(2,477
|
)
|
|
—
|
|
||||||
Stock compensation
|
—
|
|
|
—
|
|
|
173
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
7
|
|
|
—
|
|
||||||
Variable interest entity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(59
|
)
|
||||||
Distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32
|
)
|
||||||
Balance at December 31, 2017
|
2,208
|
|
|
221
|
|
|
1,898
|
|
|
(2,289
|
)
|
|
31,160
|
|
|
575
|
|
|
(19,249
|
)
|
|
106
|
|
||||||
Accounting change - cumulative effect(b)
|
—
|
|
|
—
|
|
|
—
|
|
|
(34
|
)
|
|
332
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Adjusted balance at January 1, 2018
|
2,208
|
|
|
221
|
|
|
1,898
|
|
|
(2,323
|
)
|
|
31,492
|
|
|
575
|
|
|
(19,249
|
)
|
|
106
|
|
||||||
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,920
|
|
|
—
|
|
|
—
|
|
|
27
|
|
||||||
Other Comprehensive Income/(Loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(156
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Cash dividends declared(c)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,630
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Share repurchase program
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
(313
|
)
|
|
—
|
|
||||||
Stock compensation
|
—
|
|
|
—
|
|
|
183
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(12
|
)
|
|
—
|
|
||||||
Adoption of ASU 2018-02(b)
|
—
|
|
|
—
|
|
|
—
|
|
|
(283
|
)
|
|
283
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(37
|
)
|
||||||
Balance at December 31, 2018
|
2,208
|
|
|
221
|
|
|
2,081
|
|
|
(2,762
|
)
|
|
34,065
|
|
|
576
|
|
|
(19,574
|
)
|
|
96
|
|
||||||
Accounting change - cumulative effect(b)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Adjusted balance at January 1, 2019
|
2,208
|
|
|
221
|
|
|
2,081
|
|
|
(2,762
|
)
|
|
34,070
|
|
|
576
|
|
|
(19,574
|
)
|
|
96
|
|
||||||
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,439
|
|
|
—
|
|
|
—
|
|
|
21
|
|
||||||
Other Comprehensive Income/(Loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
1,242
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Celgene acquisition
|
715
|
|
|
71
|
|
|
42,721
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Cash dividends declared(c)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,035
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Share repurchase program
|
—
|
|
|
—
|
|
|
(1,400
|
)
|
|
—
|
|
|
—
|
|
|
105
|
|
|
(5,900
|
)
|
|
—
|
|
||||||
Stock compensation
|
—
|
|
|
—
|
|
|
307
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
117
|
|
|
—
|
|
||||||
Distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
||||||
Balance at December 31, 2019
|
2,923
|
|
|
$
|
292
|
|
|
$
|
43,709
|
|
|
$
|
(1,520
|
)
|
|
$
|
34,474
|
|
|
672
|
|
|
$
|
(25,357
|
)
|
|
$
|
100
|
|
(a)
|
Cumulative effect resulting from adoption of ASU 2016-16.
|
(b)
|
Cumulative effect resulting from adoption of ASU 2014-09.
|
(c)
|
Cash dividends declared per common share were $1.68, $1.61 and $1.57 in 2019, 2018 and 2017, respectively.
|
|
Year Ended December 31,
|
||||||||||||||||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||||||||||||||||||||||||||
Dollars in Millions
|
Pretax
|
|
Tax
|
|
After Tax
|
|
Pretax
|
|
Tax
|
|
After Tax
|
|
Pretax
|
|
Tax
|
|
After Tax
|
||||||||||||||||||
Derivatives qualifying as cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Unrealized gains/(losses)
|
$
|
65
|
|
|
$
|
(7
|
)
|
|
$
|
58
|
|
|
$
|
86
|
|
|
$
|
(9
|
)
|
|
$
|
77
|
|
|
$
|
(101
|
)
|
|
$
|
33
|
|
|
$
|
(68
|
)
|
Reclassified to net earnings(a)
|
(103
|
)
|
|
13
|
|
|
(90
|
)
|
|
(4
|
)
|
|
(3
|
)
|
|
(7
|
)
|
|
19
|
|
|
(8
|
)
|
|
11
|
|
|||||||||
Derivatives qualifying as cash flow hedges
|
(38
|
)
|
|
6
|
|
|
(32
|
)
|
|
82
|
|
|
(12
|
)
|
|
70
|
|
|
(82
|
)
|
|
25
|
|
|
(57
|
)
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Pension and postretirement benefits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Actuarial (losses)/gains
|
(143
|
)
|
|
28
|
|
|
(115
|
)
|
|
(89
|
)
|
|
(3
|
)
|
|
(92
|
)
|
|
47
|
|
|
11
|
|
|
58
|
|
|||||||||
Amortization(b)
|
55
|
|
|
(11
|
)
|
|
44
|
|
|
65
|
|
|
(13
|
)
|
|
52
|
|
|
77
|
|
|
(31
|
)
|
|
46
|
|
|||||||||
Settlements(b)
|
1,640
|
|
|
(366
|
)
|
|
1,274
|
|
|
121
|
|
|
(28
|
)
|
|
93
|
|
|
167
|
|
|
(57
|
)
|
|
110
|
|
|||||||||
Pension and postretirement benefits
|
1,552
|
|
|
(349
|
)
|
|
1,203
|
|
|
97
|
|
|
(44
|
)
|
|
53
|
|
|
291
|
|
|
(77
|
)
|
|
214
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Available-for-sale securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Unrealized gains/(losses)
|
42
|
|
|
(9
|
)
|
|
33
|
|
|
(30
|
)
|
|
5
|
|
|
(25
|
)
|
|
38
|
|
|
6
|
|
|
44
|
|
|||||||||
Realized losses/(gains)(b)
|
3
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
2
|
|
|
(5
|
)
|
|||||||||
Available-for-sale securities
|
45
|
|
|
(9
|
)
|
|
36
|
|
|
(30
|
)
|
|
5
|
|
|
(25
|
)
|
|
31
|
|
|
8
|
|
|
39
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Foreign currency translation
|
43
|
|
|
(8
|
)
|
|
35
|
|
|
(245
|
)
|
|
(9
|
)
|
|
(254
|
)
|
|
(20
|
)
|
|
38
|
|
|
18
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Other Comprehensive Income/(Loss)
|
$
|
1,602
|
|
|
$
|
(360
|
)
|
|
$
|
1,242
|
|
|
$
|
(96
|
)
|
|
$
|
(60
|
)
|
|
$
|
(156
|
)
|
|
$
|
220
|
|
|
$
|
(6
|
)
|
|
$
|
214
|
|
(a)
|
Included in Cost of products sold.
|
(b)
|
Included in Other (income)/expense, net.
|
|
December 31,
|
||||||
Dollars in Millions
|
2019
|
|
2018
|
||||
Derivatives qualifying as cash flow hedges
|
$
|
19
|
|
|
$
|
51
|
|
Pension and postretirement benefits
|
(899
|
)
|
|
(2,102
|
)
|
||
Available-for-sale securities
|
6
|
|
|
(30
|
)
|
||
Foreign currency translation
|
(646
|
)
|
|
(681
|
)
|
||
Accumulated other comprehensive loss
|
$
|
(1,520
|
)
|
|
$
|
(2,762
|
)
|
|
Year Ended December 31,
|
||||||||||
Dollars in Millions
|
2019
|
|
2018
|
|
2017
|
||||||
Service cost — benefits earned during the year
|
$
|
26
|
|
|
$
|
26
|
|
|
$
|
25
|
|
Interest cost on projected benefit obligation
|
115
|
|
|
193
|
|
|
188
|
|
|||
Expected return on plan assets
|
(200
|
)
|
|
(386
|
)
|
|
(411
|
)
|
|||
Amortization of prior service credits
|
(4
|
)
|
|
(4
|
)
|
|
(4
|
)
|
|||
Amortization of net actuarial loss
|
59
|
|
|
74
|
|
|
82
|
|
|||
Settlements and Curtailments
|
1,640
|
|
|
121
|
|
|
159
|
|
|||
Special termination benefits
|
—
|
|
|
—
|
|
|
3
|
|
|||
Net periodic pension benefit cost/(credit)
|
$
|
1,636
|
|
|
$
|
24
|
|
|
$
|
42
|
|
|
Year Ended December 31,
|
||||||
Dollars in Millions
|
2019
|
|
2018
|
||||
Benefit obligations at beginning of year
|
$
|
5,966
|
|
|
$
|
6,749
|
|
Service cost—benefits earned during the year
|
26
|
|
|
26
|
|
||
Interest cost
|
115
|
|
|
193
|
|
||
Settlements and Curtailments
|
(4,105
|
)
|
|
(278
|
)
|
||
Actuarial losses/(gains)
|
777
|
|
|
(523
|
)
|
||
Benefits paid
|
(109
|
)
|
|
(123
|
)
|
||
Acquisition/Divestiture
|
262
|
|
|
—
|
|
||
Foreign currency and other
|
8
|
|
|
(78
|
)
|
||
Benefit obligations at end of year
|
$
|
2,940
|
|
|
$
|
5,966
|
|
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
$
|
6,129
|
|
|
$
|
6,749
|
|
Actual return on plan assets
|
804
|
|
|
(203
|
)
|
||
Employer contributions
|
63
|
|
|
71
|
|
||
Settlements
|
(4,104
|
)
|
|
(276
|
)
|
||
Benefits paid
|
(109
|
)
|
|
(123
|
)
|
||
Asset transfer
|
(424
|
)
|
|
—
|
|
||
Acquisition/Divestiture
|
164
|
|
|
—
|
|
||
Foreign currency and other
|
13
|
|
|
(89
|
)
|
||
Fair value of plan assets at end of year
|
$
|
2,536
|
|
|
$
|
6,129
|
|
|
|
|
|
||||
(Unfunded)/Funded status
|
$
|
(404
|
)
|
|
$
|
163
|
|
|
|
|
|
||||
Assets/(Liabilities) recognized:
|
|
|
|
||||
Other non-current assets
|
$
|
192
|
|
|
$
|
622
|
|
Other current liabilities
|
(27
|
)
|
|
(32
|
)
|
||
Other non-current liabilities
|
(569
|
)
|
|
(427
|
)
|
||
Funded status
|
$
|
(404
|
)
|
|
$
|
163
|
|
|
|
|
|
||||
Recognized in Accumulated other comprehensive loss:
|
|
|
|
||||
Net actuarial losses
|
$
|
1,192
|
|
|
$
|
2,717
|
|
Prior service credit
|
(26
|
)
|
|
(30
|
)
|
||
Total
|
$
|
1,166
|
|
|
$
|
2,687
|
|
|
December 31,
|
||||||
Dollars in Millions
|
2019
|
|
2018
|
||||
Pension plans with projected benefit obligations in excess of plan assets:
|
|
|
|
||||
Projected benefit obligation
|
$
|
1,652
|
|
|
$
|
1,275
|
|
Fair value of plan assets
|
1,056
|
|
|
817
|
|
||
Pension plans with accumulated benefit obligations in excess of plan assets:
|
|
|
|
||||
Accumulated benefit obligation
|
1,417
|
|
|
1,181
|
|
||
Fair value of plan assets
|
875
|
|
|
757
|
|
|
December 31,
|
||||
|
2019
|
|
2018
|
||
Discount rate
|
1.6
|
%
|
|
3.5
|
%
|
Rate of compensation increase
|
1.3
|
%
|
|
0.5
|
%
|
|
Year Ended December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
Discount rate
|
3.2
|
%
|
|
3.1
|
%
|
|
3.5
|
%
|
Expected long-term return on plan assets
|
4.5
|
%
|
|
6.2
|
%
|
|
7.0
|
%
|
Rate of compensation increase
|
0.5
|
%
|
|
0.5
|
%
|
|
0.5
|
%
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||||||||||
Dollars in Millions
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
Plan Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Equity securities
|
$
|
87
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
87
|
|
|
$
|
124
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
124
|
|
Equity funds
|
4
|
|
|
544
|
|
|
—
|
|
|
548
|
|
|
2
|
|
|
475
|
|
|
—
|
|
|
477
|
|
||||||||
Fixed income funds
|
—
|
|
|
769
|
|
|
—
|
|
|
769
|
|
|
—
|
|
|
606
|
|
|
—
|
|
|
606
|
|
||||||||
Corporate debt securities
|
—
|
|
|
764
|
|
|
—
|
|
|
764
|
|
|
—
|
|
|
3,865
|
|
|
—
|
|
|
3,865
|
|
||||||||
U.S. Treasury and agency securities
|
—
|
|
|
168
|
|
|
—
|
|
|
168
|
|
|
—
|
|
|
553
|
|
|
—
|
|
|
553
|
|
||||||||
Short-term investment funds
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55
|
|
|
—
|
|
|
55
|
|
||||||||
Insurance contracts
|
—
|
|
|
—
|
|
|
128
|
|
|
128
|
|
|
—
|
|
|
—
|
|
|
134
|
|
|
134
|
|
||||||||
Cash and cash equivalents
|
24
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|
311
|
|
|
—
|
|
|
—
|
|
|
311
|
|
||||||||
Other
|
—
|
|
|
111
|
|
|
33
|
|
|
144
|
|
|
—
|
|
|
105
|
|
|
19
|
|
|
124
|
|
||||||||
Plan assets subject to leveling
|
$
|
115
|
|
|
$
|
2,356
|
|
|
$
|
161
|
|
|
$
|
2,632
|
|
|
$
|
437
|
|
|
$
|
5,659
|
|
|
$
|
153
|
|
|
$
|
6,249
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Plan assets measured at NAV as a practical expedient
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Venture capital and limited partnerships
|
|
|
|
|
|
|
$
|
1
|
|
|
|
|
|
|
|
|
$
|
121
|
|
||||||||||||
Other
|
|
|
|
|
|
|
301
|
|
|
|
|
|
|
|
|
91
|
|
||||||||||||||
Total plan assets measured at NAV as a practical expedient
|
|
|
|
|
|
302
|
|
|
|
|
|
|
|
|
212
|
|
|||||||||||||||
Net plan assets
|
|
|
|
|
|
|
$
|
2,934
|
|
|
|
|
|
|
|
|
$
|
6,461
|
|
|
Year Ended December 31,
|
||||||||||
Dollars in Millions
|
2019
|
|
2018
|
|
2017
|
||||||
Cost of products sold
|
$
|
19
|
|
|
$
|
15
|
|
|
$
|
16
|
|
Marketing, selling and administrative
|
162
|
|
|
122
|
|
|
103
|
|
|||
Research and development
|
115
|
|
|
84
|
|
|
80
|
|
|||
Other (income)/expense, net
|
145
|
|
|
—
|
|
|
—
|
|
|||
Total stock-based compensation expense
|
$
|
441
|
|
|
$
|
221
|
|
|
$
|
199
|
|
|
|
|
|
|
|
||||||
Income tax benefit
|
$
|
87
|
|
|
$
|
41
|
|
|
$
|
59
|
|
|
Year Ended December 31, 2019
|
Weighted average risk-free interest rate
|
1.59%
|
Expected volatility
|
25.7%
|
Weighted average expected term (years)
|
2.65
|
Expected dividend yield
|
2.89%
|
|
Stock Options(a)
|
|
Restricted Stock Units
|
|
Market Share Units
|
|
Performance Share Units
|
||||||||||||||||||||
Shares in Millions
|
Number of Options
|
|
Weighted-Average Exercise Price of Shares
|
|
Number of Nonvested Awards
|
|
Weighted-Average Grant-Date Fair Value
|
|
Number of Nonvested Awards
|
|
Weighted-Average Grant-Date Fair Value
|
|
Number of Nonvested Awards
|
|
Weighted-Average Grant-Date Fair Value
|
||||||||||||
Balance at January 1, 2019
|
1.7
|
|
|
$
|
17.51
|
|
|
5.0
|
|
|
$
|
58.83
|
|
|
1.5
|
|
|
$
|
66.76
|
|
|
2.8
|
|
|
$
|
63.28
|
|
Replacement Awards
|
105.3
|
|
|
47.77
|
|
|
32.4
|
|
|
56.37
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Granted
|
—
|
|
|
—
|
|
|
3.9
|
|
|
47.16
|
|
|
0.8
|
|
|
51.52
|
|
|
1.3
|
|
|
49.99
|
|
||||
Released/Exercised
|
(5.5
|
)
|
|
32.22
|
|
|
(5.9
|
)
|
|
57.24
|
|
|
(0.5
|
)
|
|
65.76
|
|
|
(0.8
|
)
|
|
64.87
|
|
||||
Adjustments for actual payout
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
||||
Forfeited/Canceled
|
(0.3
|
)
|
|
54.98
|
|
|
(0.7
|
)
|
|
54.43
|
|
|
(0.3
|
)
|
|
59.12
|
|
|
(0.5
|
)
|
|
56.71
|
|
||||
Balance at December 31, 2019
|
101.2
|
|
|
48.08
|
|
|
34.7
|
|
|
55.58
|
|
|
1.6
|
|
|
59.25
|
|
|
3.0
|
|
|
57.46
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Expected to vest
|
|
|
|
|
|
|
32.3
|
|
|
55.66
|
|
|
1.4
|
|
|
59.45
|
|
|
3.6
|
|
|
58.27
|
|
(a)
|
At December 31, 2019, substantially all of the 22.6 million unvested stock options with a weighted-average exercise price of $53.10 are expected to vest.
|
Dollars in Millions
|
Stock Options
|
|
Restricted Stock Units
|
|
Market Share Units
|
|
Performance Share Units
|
||||||||
Unrecognized compensation cost
|
$
|
121
|
|
|
$
|
918
|
|
|
$
|
39
|
|
|
$
|
78
|
|
Expected weighted-average period in years of compensation cost to be recognized
|
2.0
|
|
|
2.1
|
|
|
2.7
|
|
|
1.6
|
|
Amounts in Millions, except per share data
|
2019
|
|
2018
|
|
2017
|
||||||
Weighted-average grant date fair value (per share):
|
|
|
|
|
|
||||||
Stock options - replacement awards
|
$
|
15.00
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restricted stock units - replacement awards
|
56.37
|
|
|
—
|
|
|
—
|
|
|||
Restricted stock units
|
47.16
|
|
|
61.40
|
|
|
54.39
|
|
|||
Market share units
|
51.52
|
|
|
72.33
|
|
|
60.14
|
|
|||
Performance share units
|
49.99
|
|
|
67.60
|
|
|
57.91
|
|
|||
|
|
|
|
|
|
||||||
Fair value of awards that vested:
|
|
|
|
|
|
||||||
Restricted stock units - replacement awards
|
$
|
233
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restricted stock units
|
105
|
|
|
98
|
|
|
91
|
|
|||
Market share units
|
30
|
|
|
40
|
|
|
33
|
|
|||
Performance share units
|
53
|
|
|
103
|
|
|
84
|
|
|||
|
|
|
|
|
|
||||||
Total intrinsic value of stock options exercised
|
148
|
|
|
89
|
|
|
84
|
|
Range of Exercise Prices
|
Number of Options (in millions)
|
|
Weighted-Average Remaining Contractual Life (in years)
|
|
Weighted-Average Exercise Price Per Share
|
|
Aggregate Intrinsic Value (in millions)
|
|||||
$10 - $40
|
27.2
|
|
|
2.7
|
|
$
|
24.81
|
|
|
$
|
1,071
|
|
$40 - $55
|
31.3
|
|
|
5.7
|
|
48.69
|
|
|
485
|
|
||
$55 - $65
|
30.4
|
|
|
5.0
|
|
59.48
|
|
|
143
|
|
||
$65+
|
12.3
|
|
|
5.7
|
|
69.89
|
|
|
—
|
|
||
Outstanding
|
101.2
|
|
|
4.7
|
|
48.08
|
|
|
$
|
1,700
|
|
|
Exercisable
|
78.6
|
|
|
3.9
|
|
46.65
|
|
|
$
|
1,430
|
|
|
Year Ended December 31, 2019
|
||||||||||||||||||
Dollars in Millions, except per share data
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter(d)
|
|
Year(d)
|
||||||||||
Total Revenues
|
$
|
5,920
|
|
|
$
|
6,273
|
|
|
$
|
6,007
|
|
|
$
|
7,945
|
|
|
$
|
26,145
|
|
Gross Margin
|
4,096
|
|
|
4,301
|
|
|
4,217
|
|
|
5,453
|
|
|
18,067
|
|
|||||
Net Earnings/(Loss)
|
1,715
|
|
|
1,439
|
|
|
1,366
|
|
|
(1,060
|
)
|
|
3,460
|
|
|||||
Net Earnings/(Loss) Attributable to:
|
|
|
|
|
|
|
|
|
|
||||||||||
Noncontrolling Interest
|
5
|
|
|
7
|
|
|
13
|
|
|
(4
|
)
|
|
21
|
|
|||||
BMS
|
1,710
|
|
|
1,432
|
|
|
1,353
|
|
|
(1,056
|
)
|
|
3,439
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings/(Loss) per Common Share - Basic(a)
|
$
|
1.05
|
|
|
$
|
0.88
|
|
|
$
|
0.83
|
|
|
$
|
(0.55
|
)
|
|
$
|
2.02
|
|
Earnings/(Loss) per Common Share - Diluted(a)
|
1.04
|
|
|
0.87
|
|
|
0.83
|
|
|
(0.55
|
)
|
|
2.01
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash dividends declared per common share
|
$
|
0.41
|
|
|
$
|
0.41
|
|
|
$
|
0.41
|
|
|
$
|
0.45
|
|
|
$
|
1.68
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
7,335
|
|
|
$
|
28,404
|
|
|
$
|
30,489
|
|
|
$
|
12,346
|
|
|
$
|
12,346
|
|
Marketable debt securities(b)
|
2,662
|
|
|
1,947
|
|
|
2,978
|
|
|
3,814
|
|
|
3,814
|
|
|||||
Total Assets
|
34,834
|
|
|
55,163
|
|
|
57,433
|
|
|
129,944
|
|
|
129,944
|
|
|||||
Long-term debt(c)
|
5,635
|
|
|
24,433
|
|
|
24,390
|
|
|
46,150
|
|
|
46,150
|
|
|||||
Equity
|
15,317
|
|
|
16,151
|
|
|
17,754
|
|
|
51,698
|
|
|
51,698
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Year Ended December 31, 2018
|
||||||||||||||||||
Dollars in Millions, except per share data
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
|
Year
|
||||||||||
Total Revenues
|
$
|
5,193
|
|
|
$
|
5,704
|
|
|
$
|
5,691
|
|
|
$
|
5,973
|
|
|
$
|
22,561
|
|
Gross Margin
|
3,629
|
|
|
4,099
|
|
|
4,063
|
|
|
4,303
|
|
|
16,094
|
|
|||||
Net Earnings
|
1,495
|
|
|
382
|
|
|
1,912
|
|
|
1,158
|
|
|
4,947
|
|
|||||
Net Earnings/(Loss) Attributable to:
|
|
|
|
|
|
|
|
|
|
||||||||||
Noncontrolling Interest
|
9
|
|
|
9
|
|
|
11
|
|
|
(2
|
)
|
|
27
|
|
|||||
BMS
|
1,486
|
|
|
373
|
|
|
1,901
|
|
|
1,160
|
|
|
4,920
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings per Common Share - Basic(a)
|
$
|
0.91
|
|
|
$
|
0.23
|
|
|
$
|
1.16
|
|
|
$
|
0.71
|
|
|
$
|
3.01
|
|
Earnings per Common Share - Diluted(a)
|
0.91
|
|
|
0.23
|
|
|
1.16
|
|
|
0.71
|
|
|
3.01
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash dividends declared per common share
|
$
|
0.40
|
|
|
$
|
0.40
|
|
|
$
|
0.40
|
|
|
$
|
0.41
|
|
|
$
|
1.61
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
5,342
|
|
|
$
|
4,999
|
|
|
$
|
5,408
|
|
|
$
|
6,911
|
|
|
$
|
6,911
|
|
Marketable debt securities(b)
|
3,548
|
|
|
3,057
|
|
|
3,298
|
|
|
3,623
|
|
|
3,623
|
|
|||||
Total Assets
|
33,083
|
|
|
32,641
|
|
|
33,734
|
|
|
34,986
|
|
|
34,986
|
|
|||||
Long-term debt(c)
|
5,775
|
|
|
5,671
|
|
|
5,687
|
|
|
6,895
|
|
|
6,895
|
|
|||||
Equity
|
12,906
|
|
|
12,418
|
|
|
13,750
|
|
|
14,127
|
|
|
14,127
|
|
(a)
|
Earnings per share for the quarters may not add to the amounts for the year, as each period is computed on a discrete basis.
|
(b)
|
Marketable debt securities includes current and non-current assets.
|
(c)
|
Long-term debt includes the current portion.
|
(d)
|
Commencing on November 20, 2019, Celgene's operations are included in our consolidated financial statements. Refer to “—Note 4. Acquisitions, Divestitures, Licensing and Other Arrangements” for additional information.
|
|
Year Ended December 31, 2019
|
||||||||||||||||||
Dollars in Millions
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
|
Year
|
||||||||||
Inventory purchase price accounting adjustments
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
660
|
|
|
$
|
660
|
|
Employee compensation charges
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|||||
Site exit and other costs
|
12
|
|
|
139
|
|
|
22
|
|
|
24
|
|
|
197
|
|
|||||
Cost of products sold
|
12
|
|
|
139
|
|
|
22
|
|
|
685
|
|
|
858
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Employee compensation charges
|
—
|
|
|
—
|
|
|
—
|
|
|
27
|
|
|
27
|
|
|||||
Site exit and other costs
|
1
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
9
|
|
|||||
Marketing, selling and administrative
|
1
|
|
|
—
|
|
|
—
|
|
|
35
|
|
|
36
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
License and asset acquisition charges
|
—
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|||||
IPRD impairments
|
32
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32
|
|
|||||
Employee compensation charges
|
—
|
|
|
—
|
|
|
—
|
|
|
33
|
|
|
33
|
|
|||||
Site exit and other costs
|
19
|
|
|
19
|
|
|
20
|
|
|
109
|
|
|
167
|
|
|||||
Research and development
|
51
|
|
|
44
|
|
|
20
|
|
|
142
|
|
|
257
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Amortization of acquired intangible assets
|
—
|
|
|
—
|
|
|
—
|
|
|
1,062
|
|
|
1,062
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
—
|
|
|
83
|
|
|
166
|
|
|
73
|
|
|
322
|
|
|||||
Pension and postretirement
|
49
|
|
|
44
|
|
|
1,545
|
|
|
(3
|
)
|
|
1,635
|
|
|||||
Royalties and licensing income
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
(15
|
)
|
|
(24
|
)
|
|||||
Divestiture (gains)/losses
|
—
|
|
|
8
|
|
|
(1,179
|
)
|
|
3
|
|
|
(1,168
|
)
|
|||||
Acquisition expenses
|
165
|
|
|
303
|
|
|
7
|
|
|
182
|
|
|
657
|
|
|||||
Contingent value rights
|
—
|
|
|
—
|
|
|
—
|
|
|
523
|
|
|
523
|
|
|||||
Investment income
|
—
|
|
|
(54
|
)
|
|
(99
|
)
|
|
(44
|
)
|
|
(197
|
)
|
|||||
Integration expenses
|
22
|
|
|
106
|
|
|
96
|
|
|
191
|
|
|
415
|
|
|||||
Provision for restructuring
|
12
|
|
|
10
|
|
|
10
|
|
|
269
|
|
|
301
|
|
|||||
Equity investment (gains)/losses
|
(175
|
)
|
|
(71
|
)
|
|
261
|
|
|
(294
|
)
|
|
(279
|
)
|
|||||
Litigation and other settlements
|
—
|
|
|
—
|
|
|
—
|
|
|
75
|
|
|
75
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
|||||
Other (income)/expense, net
|
73
|
|
|
429
|
|
|
798
|
|
|
962
|
|
|
2,262
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Increase to pretax income
|
137
|
|
|
612
|
|
|
840
|
|
|
2,886
|
|
|
4,475
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Income taxes on items above
|
(43
|
)
|
|
(105
|
)
|
|
(275
|
)
|
|
(264
|
)
|
|
(687
|
)
|
|||||
Income taxes attributed to Otezla* divestiture
|
—
|
|
|
—
|
|
|
—
|
|
|
808
|
|
|
808
|
|
|||||
Income taxes
|
(43
|
)
|
|
(105
|
)
|
|
(275
|
)
|
|
544
|
|
|
121
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Increase to net earnings
|
$
|
94
|
|
|
$
|
507
|
|
|
$
|
565
|
|
|
$
|
3,430
|
|
|
$
|
4,596
|
|
|
Year Ended December 31, 2018
|
||||||||||||||||||
Dollars in Millions
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
|
Year
|
||||||||||
Site exit and other costs
|
$
|
13
|
|
|
$
|
14
|
|
|
$
|
13
|
|
|
$
|
18
|
|
|
$
|
58
|
|
Cost of products sold
|
13
|
|
|
14
|
|
|
13
|
|
|
18
|
|
|
58
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Marketing, selling and administrative
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
2
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
License and asset acquisition charges
|
60
|
|
|
1,075
|
|
|
—
|
|
|
—
|
|
|
1,135
|
|
|||||
Site exit and other costs
|
20
|
|
|
19
|
|
|
18
|
|
|
22
|
|
|
79
|
|
|||||
Research and development
|
80
|
|
|
1,094
|
|
|
18
|
|
|
22
|
|
|
1,214
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Pension and postretirement
|
31
|
|
|
37
|
|
|
27
|
|
|
26
|
|
|
121
|
|
|||||
Royalties and licensing income
|
(50
|
)
|
|
(25
|
)
|
|
—
|
|
|
—
|
|
|
(75
|
)
|
|||||
Divestiture gains
|
(43
|
)
|
|
(25
|
)
|
|
(108
|
)
|
|
(1
|
)
|
|
(177
|
)
|
|||||
Provision for restructuring
|
20
|
|
|
37
|
|
|
45
|
|
|
29
|
|
|
131
|
|
|||||
Equity investment (gains)/losses
|
(15
|
)
|
|
356
|
|
|
(97
|
)
|
|
268
|
|
|
512
|
|
|||||
Litigation and other settlements
|
—
|
|
|
—
|
|
|
—
|
|
|
70
|
|
|
70
|
|
|||||
Intangible asset impairment
|
64
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
64
|
|
|||||
Other (income)/expense, net
|
7
|
|
|
380
|
|
|
(133
|
)
|
|
392
|
|
|
646
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Increase/(decrease) to pretax income
|
101
|
|
|
1,488
|
|
|
(102
|
)
|
|
433
|
|
|
1,920
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Income taxes on items above
|
(8
|
)
|
|
(218
|
)
|
|
1
|
|
|
(43
|
)
|
|
(268
|
)
|
|||||
Income taxes attributed to U.S. tax reform
|
(32
|
)
|
|
3
|
|
|
(20
|
)
|
|
(7
|
)
|
|
(56
|
)
|
|||||
Income taxes
|
(40
|
)
|
|
(215
|
)
|
|
(19
|
)
|
|
(50
|
)
|
|
(324
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Increase/(decrease) to net earnings
|
$
|
61
|
|
|
$
|
1,273
|
|
|
$
|
(121
|
)
|
|
$
|
383
|
|
|
$
|
1,596
|
|
•
|
We evaluated the appropriateness and consistency of the Company’s methods and assumptions used to calculate GTN U.S. rebate accruals.
|
•
|
We tested the effectiveness of internal controls over the review of the Company’s estimation model, including underlying assumptions and key inputs into the Company’s process to calculate GTN U.S. rebate accruals.
|
•
|
We tested the mathematical accuracy of GTN U.S. rebate accruals.
|
•
|
We tested significant assumptions and key inputs used to calculate GTN U.S. rebate accruals.
|
•
|
We evaluated the Company’s ability to estimate GTN U.S. rebate accruals accurately by comparing actual amounts incurred for GTN U.S. rebate accruals to historical estimates.
|
•
|
We tested the overall reasonableness of the GTN U.S. rebate accruals recorded at period end by developing an expectation for comparison to actual recorded balances.
|
•
|
We involved audit professionals with industry and quantitative analytics experience to assist us in performing our auditing procedures.
|
•
|
We evaluated the appropriateness and consistency of the Company’s methods and assumptions used in the identification, recognition, measurement, and disclosure of unrecognized tax benefit liabilities.
|
•
|
We tested the effectiveness of internal controls over the review of the underlying assumptions and key inputs into the Company’s process to calculate unrecognized tax benefit liabilities.
|
•
|
We obtained an understanding of the Company’s related party transactions and transfer pricing policies.
|
•
|
We tested the mathematical accuracy of the unrecognized tax benefit liabilities.
|
•
|
We tested the completeness of unrecognized tax benefit liabilities.
|
•
|
We tested the reasonableness of the underlying tax positions and amounts accrued for a selection of unrecognized tax benefit liabilities by reviewing the Company’s evaluation of the relevant facts and tax law associated with the tax position, and testing the significant assumptions and inputs used to calculate the unrecognized tax benefit liabilities by reference to third party data, information produced by the entity, our understanding of transfer pricing principles and tax laws, and inquires of management.
|
•
|
We evaluated whether the Company had appropriately considered new information that could significantly change the recognition, measurement or disclosure of the unrecognized tax benefit liabilities.
|
•
|
We involved income tax specialists and audit professionals with industry experience to assist us in performing our auditing procedures.
|
•
|
We evaluated the appropriateness and consistency of the Company’s methods and assumptions used to forecast future cash flows and select the discount rates.
|
•
|
We tested the effectiveness of controls over the valuation of certain product rights and IPR&D assets, including the Company’s controls over forecasts of future cash flows and the selection of the discount rates.
|
•
|
We performed sensitivity analyses of the significant assumptions used in the valuation model to evaluate the change in fair value resulting from changes in the significant assumptions.
|
•
|
We assessed the reasonableness of the Company’s forecasts of future cash flows by comparing the forecasts to historical results of operations, certain peer companies, and/or internal and external market studies.
|
•
|
With the assistance of our valuation specialists, we evaluated the reasonableness of the discount rates by:
|
◦
|
Testing the source information underlying the determination of the discount rates and testing the mathematical accuracy of the calculation.
|
◦
|
Developing a range of independent estimates and comparing those to the discount rates selected by management.
|
•
|
We evaluated whether the forecasted future cash flows were consistent with evidence obtained in other areas of the audit.
|
Item 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
|
Item 9A.
|
CONTROLS AND PROCEDURES.
|
Item 9B.
|
OTHER INFORMATION.
|
Item 10.
|
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
|
(a)
|
Reference is made to our 2020 Proxy Statement with respect to our Directors, which is incorporated herein by reference and made a part hereof in response to the information required by Item 10.
|
(b)
|
The information required by Item 10 with respect to our Executive Officers has been included in Part IA of this 2019 Form 10-K in reliance on General Instruction G of Form 10-K and Instruction 3 to Item 401(b) of Regulation S-K, which is incorporated herein by reference and made a part hereof in response to the information required by Item 10.
|
Item 11.
|
EXECUTIVE COMPENSATION.
|
Item 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
|
Item 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
|
Item 14.
|
AUDITOR FEES.
|
Item 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULE.
|
(a)
|
|
|
|
|
Page
Number
|
1.
|
Consolidated Financial Statements
|
|
|
Consolidated Statements of Earnings and Comprehensive Income
|
|
|
||
|
||
|
||
|
||
|
|
|
2.
|
Financial Statement Schedules
|
|
|
|
|
All other schedules not included with this additional financial data are omitted because they are not applicable or the required information is included in the financial statements or notes thereto.
|
||
|
|
|
3.
|
Exhibits
|
|
Item 16.
|
FORM 10-K SUMMARY.
|
BRISTOL-MYERS SQUIBB COMPANY
(Registrant)
|
||
|
|
|
By
|
|
/s/ GIOVANNI CAFORIO, M.D.
|
|
|
Giovanni Caforio, M.D.
|
|
|
Chairman of the Board and Chief Executive Officer
|
|
||
Date: February 24, 2020
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ GIOVANNI CAFORIO, M.D.
|
|
Chairman of the Board and Chief Executive Officer
|
|
February 24, 2020
|
(Giovanni Caforio, M.D.)
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ DAVID V. ELKINS
|
|
Chief Financial Officer
|
|
February 24, 2020
|
(David V. Elkins)
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/ KAREN SANTIAGO
|
|
Senior Vice President and Corporate Controller
|
|
February 24, 2020
|
(Karen Santiago)
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ PETER J. ARDUINI
|
|
Director
|
|
February 24, 2020
|
(Peter J. Arduini)
|
|
|
|
|
|
|
|
|
|
/s/ ROBERT BERTOLINI
|
|
Director
|
|
February 24, 2020
|
(Robert Bertolini)
|
|
|
|
|
|
|
|
|
|
/s/ MICHAEL W. BONNEY
|
|
Director
|
|
February 24, 2020
|
(Michael W. Bonney)
|
|
|
|
|
|
|
|
|
|
/s/ MATTHEW W. EMMENS
|
|
Director
|
|
February 24, 2020
|
(Matthew W. Emmens)
|
|
|
|
|
|
|
|
|
|
/s/ MICHAEL GROBSTEIN
|
|
Director
|
|
February 24, 2020
|
(Michael Grobstein)
|
|
|
|
|
|
|
|
|
|
/s/ JULIA A. HALLER, M.D.
|
|
Director
|
|
February 24, 2020
|
(Julia A. Haller, M.D.)
|
|
|
|
|
|
|
|
|
|
/s/ ALAN J. LACY
|
|
Director
|
|
February 24, 2020
|
(Alan J. Lacy)
|
|
|
|
|
|
|
|
|
|
/s/ DINESH C. PALIWAL
|
|
Director
|
|
February 24, 2020
|
(Dinesh C. Paliwal)
|
|
|
|
|
|
|
|
|
|
/s/ THEODORE R. SAMUELS
|
|
Director
|
|
February 24, 2020
|
(Theodore R. Samuels)
|
|
|
|
|
|
|
|
|
|
/s/ VICKI L. SATO, PH.D.
|
|
Director
|
|
February 24, 2020
|
(Vicki L. Sato, Ph.D.)
|
|
|
|
|
|
|
|
|
|
/s/ GERALD L. STORCH
|
|
Director
|
|
February 24, 2020
|
(Gerald L. Storch)
|
|
|
|
|
|
|
|
|
|
/s/ KAREN H. VOUSDEN, PH.D.
|
|
Director
|
|
February 24, 2020
|
(Karen H. Vousden, Ph.D.)
|
|
|
|
|
|
|
|
|
|
/s/ PHYLLIS R. YALE
|
|
Director
|
|
February 24, 2020
|
(Phyllis R. Yale)
|
|
|
|
|
2019 Form 10-K
|
Annual Report on Form 10-K for the fiscal year ended December 31, 2019
|
MAA
|
Marketing Authorization Application
|
AbbVie
|
AbbVie Inc.
|
LIBOR
|
London Interbank Offered Rate
|
ACS
|
acute coronary syndrome
|
Lilly
|
Eli Lilly and Company
|
ALL
|
acute lymphoblastic leukemia
|
MCOs
|
Managed Care Organizations
|
Amgen
|
Amgen Inc.
|
mCRPC
|
metastatic castration-resistant prostate cancer
|
Amylin
|
Amylin Pharmaceuticals, Inc.
|
MDL
|
multi-district litigation
|
aNDA
|
abbreviated New Drug Application
|
MDS
|
myelodysplastic syndromes
|
ASEAN
|
Association of Southeast Asian Nations
|
Mead Johnson
|
Mead Johnson Nutrition Company
|
AstraZeneca
|
AstraZeneca PLC
|
Merck
|
Merck & Co., Inc.
|
BCMA
|
B-cell maturation antigen
|
MF
|
myelofibrosis
|
Biogen
|
Biogen, Inc.
|
MSI-H
|
high microsatellite instability
|
BLA
|
Biologics License Application
|
NASH
|
Non alcoholic steatohepatitis
|
CERCLA
|
U.S. Comprehensive Environmental Response, Compensation and Liability Act
|
NAV
|
net asset value
|
Celgene
|
Celgene Corporation
|
Nektar
|
Nektar Therapeutics
|
cGMP
|
current Good Manufacturing Practices
|
NDA
|
New Drug Application
|
CML
|
chronic myeloid leukemia
|
NKT
|
natural killer T
|
CPPIB
|
CPPIB Credit Europe S.A.R.L., a Luxembourg private limited liability company
|
NLRP3
|
NACHT, LRR and PYD domains-containing protein 3
|
CRC
|
colorectal cancer
|
Novartis
|
Novartis Pharmaceutical Corporation
|
CytomX
|
CytomX Therapeutics, Inc.
|
NSCLC
|
non-small cell lung cancer
|
dMMR
|
DNA mismatch repair deficient
|
NVAF
|
non-valvular atrial fibrillation
|
DSA
|
Distribution Services Agreement
|
OIG
|
Office of Inspector General of the U.S. Department of Health and Human Services
|
EC
|
European Commission
|
Ono
|
Ono Pharmaceutical Co., Ltd.
|
EGFR
|
estimated glomerular filtration rate
|
OTC
|
Over-the-counter
|
EMA
|
European Medicines Agency
|
Otsuka
|
Otsuka Pharmaceutical Co., Ltd.
|
EPO
|
European Patent Office
|
PBMs
|
Pharmacy Benefit Managers
|
EPS
|
earnings per share
|
PD-1
|
programmed death receptor-1
|
ERISA
|
Employee Retirement Income Security Act of 1974
|
PDMA
|
Prescription Drug Marketing Act
|
ESA
|
erythoropoiesis-stimulating agent
|
Pfizer
|
Pfizer, Inc.
|
ESCC
|
esophageal squamous cell carcinoma
|
PhRMA Code
|
Pharmaceutical Research and Manufacturers of America’s Professional Practices Code
|
EU
|
European Union
|
PRP
|
potentially responsible party
|
FASB
|
Financial Accounting Standards Board
|
PsA
|
psoriatic arthritis
|
FCPA
|
Foreign Corrupt Practices Act
|
R&D
|
research and development
|
FDA
|
U.S. Food and Drug Administration
|
RA
|
rheumatoid arthritis
|
FL
|
follicular lymphoma
|
RCC
|
renal cell carcinoma
|
F-Star
|
F-Star Alpha Ltd.
|
RDP
|
regulatory data protection
|
GAAP
|
U.S. generally accepted accounting principles
|
REMS
|
Risk Evaluation and Mitigation Strategy
|
GBM
|
glioblastoma multiforme
|
Roche
|
Roche Holding AG
|
Gilead
|
Gilead Sciences, Inc.
|
RRMM
|
relapsed/refractory multiple myeloma
|
GILTI
|
global intangible low taxed income
|
RS
|
ring sideroblast
|
GlaxoSmithKline
|
GlaxoSmithKline PLC
|
Sanofi
|
Sanofi S.A.
|
GTN
|
gross-to-net
|
sBLA
|
supplemental Biologics License Application
|
GvHD
|
graft-versus-host disease
|
SCCHN
|
squamous cell carcinoma of the head and neck
|
Halozyme
|
Halozyme Therapeutics, Inc.
|
SCLC
|
small cell lung cancer
|
HCC
|
Hepatocellular carcinoma
|
SEC
|
U.S. Securities and Exchange Commission
|
HIV
|
human immunodeficiency virus
|
STING
|
stimulator of interferon genes
|
HR 3590
|
The Patient Protection and Affordable Care Act
|
the 2012 Plan
|
The 2012 Stock Award and Incentive Plan
|
ImClone
|
ImClone Systems Incorporated
|
the Act
|
the Tax Cuts and Jobs Act of 2017
|
IO
|
Immuno-Oncology
|
U.S.
|
United States
|
IPF
|
idiopathic pulmonary fibrosis
|
UK
|
United Kingdom
|
IPRD
|
in-process research and development
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VAT
|
value added tax
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JIA
|
Juvenile Idiopathic Arthritis
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VTE
|
venous thromboembolic
|
LOE
|
loss of exclusivity
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WTO
|
World Trade Organization
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Exhibit No.
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Description
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Page No
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2.
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‡
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3a.
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‡
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3b.
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‡
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3c.
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‡
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3d.
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‡
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3e.
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‡
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4a.
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Letter of Agreement dated March 28, 1984 (incorporated herein by reference to Exhibit 4 to the Form 10-K for the fiscal year ended December 31, 1983).
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‡
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4b.
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‡
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4c.
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Form of 7.15% Debenture due 2023 of Bristol-Myers Squibb Company (incorporated herein by reference to Exhibit 4.2 to the Form 8-K dated May 27, 1993 and filed on June 3, 1993).
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‡
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4d.
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‡
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4e.
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‡
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4f.
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4g.
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4h.
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4i.
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4j.
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‡
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4k.
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‡
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4l.
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4m.
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‡
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4n.
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‡
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4o.
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4p.
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4q.
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4r.
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4s.
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4t.
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4u.
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4v.
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4w.
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4x.
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4y.
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4z.
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4aa.
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4bb.
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4cc.
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4dd.
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4ee.
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‡
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4ff.
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‡
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4gg.
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4hh.
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‡
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4ii.
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‡
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4jj.
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4kk.
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4ll.
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‡
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4mm.
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‡
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4nn.
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‡
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4oo.
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‡
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4pp.
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‡
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4qq.
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4rr.
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4tt.
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4uu.
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4vv.
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4ww.
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4xx.
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4yy.
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4zz.
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4aaa.
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4bbb.
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‡
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4ccc.
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E-4-1
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4ddd.
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‡
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4eee.
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‡
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4fff.
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‡
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4ggg.
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E-4-2
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10a.
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‡
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10b.
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‡
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10c.
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‡
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10d.
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‡
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10e.
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‡
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10f.
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‡
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10g.
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‡
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10h.
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‡
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10i.
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‡
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10j.
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‡
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10k.
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‡
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10l.
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‡
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10m.
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‡
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10n.
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‡
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10o.
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‡
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10p.
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‡
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10q.
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‡
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10r.
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‡
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10s.
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‡‡10w.
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‡
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‡‡10y.
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‡
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‡‡10z.
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E-10-1
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‡‡10aa.
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E-10-2
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‡‡10bb.
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E-10-3
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‡‡10cc.
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E-10-4
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‡‡10dd.
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E-10-5
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‡‡10ee.
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E-10-6
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‡‡10ff.
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E-10-7
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‡‡10gg.
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E-10-8
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‡‡10hh.
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E-10-9
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‡‡10ii.
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E-10-10
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‡‡10jj.
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E-10-11
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‡‡10kk.
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E-10-12
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‡‡10ll.
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E-10-13
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‡‡10mm.
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E-10-14
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‡‡10nn.
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E-10-15
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‡‡10oo.
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E-10-16
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‡‡10pp.
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E-10-17
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‡‡10qq.
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E-10-18
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‡‡10rr.
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‡
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‡‡10ss.
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‡
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‡‡10tt.
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‡
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‡‡10uu.
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‡
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‡‡10vv.
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‡
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‡‡10ww.
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‡
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‡‡10xx.
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‡
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‡‡10yy.
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‡
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‡
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‡
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‡‡10ddd.
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‡
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‡‡10eee.
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Squibb Corporation Deferral Plan for Fees of Outside Directors, as amended (as adopted, incorporated herein by reference to Exhibit 10e Squibb Corporation 1991 Form 10-K for the fiscal year ended December 31, 1987, File No. 1-5514; as amended effective December 31, 1991 incorporated herein by reference to Exhibit 10m to the Form 10-K for the fiscal year ended December 31, 1992).
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‡
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‡‡10fff.
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‡
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‡‡10ggg.
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‡
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‡‡10hhh.
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‡
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‡‡10iii.
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E-10-19
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21
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E-21-1
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23
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E-23-1
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31a.
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E-31-1
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31b.
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E-31-2
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32a.
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E-32-1
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32b.
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E-32-2
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101.
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The following financial statements from the Bristol-Myers Squibb Company Annual Report on Form 10-K for the years ended December 31, 2019, 2018 and 2017, formatted in Inline Extensible Business Reporting Language (XBRL): (i) consolidated statements of earnings, (ii) consolidated statements of comprehensive income, (iii) consolidated balance sheets, (iv) consolidated statements of cash flows, and (v) the notes to the consolidated financial statements.
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104.
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The cover page from the Company's Annual Report on Form 10-K for the year ended December 31, 2019, formatted in Inline XBRL.
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†
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Confidential treatment has been granted for certain portions which are omitted in the copy of the exhibit electronically filed with the Commission.
|
*
|
Indicates, in this 2019 Form 10-K, brand names of products, which are registered trademarks not solely owned by the Company or its subsidiaries. Abilify is a trademark of Otsuka Pharmaceutical Co., Ltd.; Atripla is a trademark of Gilead Sciences, Inc.; Avapro/Avalide (known in the EU as Aprovel/Karvea) and Plavix are trademarks of Sanofi; Byetta is a trademark of Amylin Pharmaceuticals, LLC; ENHANZE is a trademark of Halozyme, Inc.; Erbitux is a trademark of ImClone LLC; Farxiga and Onglyza are trademarks of AstraZeneca AB; Gleevec is a trademark of Novartis AG; Keytruda is a trademark of Merck Sharp & Dohme Corp.; Otezla is a trademark of Amgen Inc.; and Yescarta is a trademark of Kite Pharma, Inc. Brand names of products that are in all italicized letters, without an asterisk, are registered trademarks of BMS and/or one of its subsidiaries.
|
Section 1.1
|
Definitions 1
|
Section 1.2
|
Compliance and Opinions 8
|
Section 1.3
|
Form of Documents Delivered to Trustee 9
|
Section 1.4
|
Acts of Holders 9
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Section 1.5
|
Notices, etc., to Trustee and Company 10
|
Section 1.6
|
Notice to Holders; Waiver. 11
|
Section 1.7
|
Conflict with Trust Indenture Act 11
|
Section 1.8
|
Effect of Headings and Table of Contents 11
|
Section 1.9
|
Benefits of Agreement 11
|
Section 1.10
|
Governing Law 12
|
Section 1.11
|
Legal Holidays 12
|
Section 1.12
|
Separability Clause 12
|
Section 1.13
|
No Recourse Against Others 12
|
Section 1.14
|
Counterparts 13
|
Section 1.15
|
Acceptance of Trust 13
|
Section 1.16
|
Termination 13
|
Article 2 SECURITY FORMS
|
13
|
Section 2.1
|
Forms Generally 13
|
Article 3 THE SECURITIES
|
14
|
Section 3.1
|
Title and Terms 14
|
Section 3.2
|
Registrable Form 15
|
Section 3.3
|
Execution, Authentication, Delivery and Dating 15
|
Section 3.4
|
[Intentionally Omitted] 16
|
Section 3.5
|
Registration, Registration of Transfer and Exchange 16
|
Section 3.6
|
Mutilated, Destroyed, Lost and Stolen Securities 19
|
Section 3.7
|
Payments with Respect to CVRs 19
|
Section 3.8
|
Persons Deemed Owners 20
|
Section 3.9
|
Cancellation 20
|
Section 3.10
|
CUSIP Numbers 20
|
Article 4 THE TRUSTEE
|
20
|
Section 4.1
|
Certain Duties and Responsibilities 20
|
Section 4.2
|
Certain Rights of Trustee 21
|
Section 4.3
|
Notice of Default 23
|
Section 4.4
|
Not Responsible for Recitals or Issuance of Securities 23
|
Section 4.5
|
May Hold Securities 23
|
Section 4.6
|
Money Held in Trust 23
|
Section 4.7
|
Compensation and Reimbursement 23
|
Section 4.8
|
Disqualification; Conflicting Interests 24
|
Section 4.9
|
Corporate Trustee Required; Eligibility 24
|
Section 4.10
|
Resignation and Removal; Appointment of Successor 25
|
Section 4.11
|
Acceptance of Appointment of Successor 26
|
Section 4.12
|
Merger, Conversion, Consolidation or Succession to Business 26
|
Section 4.13
|
Preferential Collection of Claims Against Company 26
|
AND COMPANY
|
27
|
Section 5.1
|
Company to Furnish Trustee Names and Addresses of Holders 27
|
Section 5.2
|
Preservation of Information; Communications to Holders 27
|
Section 5.3
|
Reports by Trustee 27
|
Section 5.4
|
Reports by Company 28
|
ARTICLE 6 AMENDMENTS
|
28
|
Section 6.1
|
Amendments Without Consent of Holders 28
|
Section 6.2
|
Amendments with Consent of Holders 29
|
Section 6.3
|
Execution of Amendments 29
|
Section 6.4
|
Effect of Amendments; Notice to Holders 30
|
Section 6.5
|
Conformity with Trust Indenture Act 30
|
Section 6.6
|
Reference in Securities to Amendments 30
|
ARTICLE 7 COVENANTS
|
30
|
Section 7.1
|
Payment of Amounts, if any, to Holders 30
|
Section 7.2
|
Maintenance of Office or Agency 31
|
Section 7.3
|
Money for Security Payments to Be Held in Trust 31
|
Section 7.4
|
Certain Purchases and Sales 32
|
Section 7.5
|
Books and Records 32
|
Section 7.6
|
Listing of CVRs 32
|
Section 7.7
|
Product Transfer 32
|
Section 7.8
|
Diligent Efforts 33
|
Section 7.9
|
Confidentiality 33
|
Section 7.10
|
Non-Use of Name 34
|
Section 7.11
|
Notice of Default 34
|
OF DEFAULT
|
34
|
Section 8.1
|
Event of Default Defined; Waiver of Default 34
|
Section 8.2
|
Collection by the Trustee; the Trustee May Prove Payment Obligations 35
|
Section 8.3
|
Application of Proceeds 37
|
Section 8.4
|
Suits for Enforcement 37
|
Section 8.5
|
Restoration of Rights on Abandonment of Proceedings 37
|
Section 8.6
|
Limitations on Suits by Holders 38
|
Section 8.7
|
Unconditional Right of Holders to Institute Certain Suits 38
|
Section 8.8
|
Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default 38
|
Section 8.9
|
Control by Holders 39
|
Section 8.10
|
Waiver of Past Defaults 39
|
Section 8.11
|
The Trustee to Give Notice of Default, But May Withhold in Certain Circumstances 39
|
Section 8.12
|
Right of Court to Require Filing of Undertaking to Pay Costs 40
|
Article 9 CONSOLIDATION, MERGER, SALE OR CONVEYANCE
|
40
|
Section 9.1
|
Company May Consolidate, etc., on Certain Terms 40
|
Section 9.2
|
Successor Person Substituted 40
|
Section 9.3
|
Opinion of Counsel to the Trustee 41
|
Section 9.4
|
Successors 41
|
Article 10 SUBORDINATION
|
41
|
Section 10.1
|
Agreement to Subordinate 41
|
Section 10.2
|
Liquidation; Dissolution; Bankruptcy 41
|
Section 10.3
|
Default on Senior Obligations 42
|
Section 10.4
|
When Distribution Must Be Paid Over 42
|
Section 10.5
|
Notice by Company 43
|
Section 10.6
|
Subordination Effective Notwithstanding Deficiencies with Respect to Senior Obligations: Waiver of Right to Contest Senior Obligation: Reinstatement of Subordination Provisions 43
|
Section 10.7
|
Subrogation 44
|
Section 10.8
|
Relative Rights 44
|
Section 10.9
|
Subordination May Not Be Impaired by Company 44
|
Section 10.10
|
Distribution or Notice to Representative 45
|
Section 10.11
|
Rights of the Trustee 45
|
Section 10.12
|
Authorization to Effect Subordination 45
|
Section 10.13
|
Amendments 46
|
Trust Indenture Act Section
|
Agreement Section
|
|
Section 310
|
(a)(1)
|
4.9
|
|
(a)(2)
|
4.9
|
|
(a)(3)
|
Not Applicable
|
|
(a)(4)
|
Not Applicable
|
|
(a)(5)
|
4.9
|
|
(b)
|
4.8, 4.10
|
|
(c)
|
Not Applicable
|
|
|
|
Section 311
|
(a)
|
4.13
|
|
(b)
|
4.13
|
|
(c)
|
Not Applicable
|
|
|
|
Section 312
|
(a)
|
5.1, 5.2(a)
|
|
(b)
|
5.2(b)
|
|
(c)
|
5.2(c)
|
|
|
|
Section 313
|
(a)
|
5.3(a)
|
|
(b)
|
5.3(a)
|
|
(c)
|
5.3(a), 8.11
|
|
(d)
|
5.3(b)
|
|
|
|
Section 314
|
(a)
|
5.4, 7.11
|
|
(b)
|
Not Applicable
|
|
(c)(1)
|
1.2(a)
|
|
(c)(2)
|
1.2(a)
|
|
(c)(3)
|
Not Applicable
|
|
(d)
|
Not Applicable
|
|
(e)
|
1.2(b)
|
|
(f)
|
Not Applicable
|
|
|
|
Section 315
|
(a)
|
4.1(a), 4.1(b)
|
|
(b)
|
8.11
|
|
(c)
|
4.1(a)
|
|
(d)
|
4.1(c)
|
|
(d)(1)
|
4.1(a), 4.1(b)
|
|
(d)(2)
|
4.1(c)(ii)
|
|
(d)(3)
|
4.1(c)(iii)
|
|
(e)
|
8.12
|
|
|
|
Section 316
|
(a)(last sentence)
|
Not Applicable
|
|
(a)(1)(A)
|
8.9
|
|
(a)(1)(B)
|
8.10
|
Trust Indenture Act Section
|
Agreement Section
|
|
|
(a)(2)
|
Not Applicable
|
|
(b)
|
8.7
|
|
(c)
|
Not Applicable
|
|
|
|
Section 317
|
(a)(1)
|
8.2
|
|
(a)(2)
|
8.2
|
|
(b)
|
7.3
|
|
|
|
Section 318
|
(a)
|
1.7
|
(A)
|
Junior Obligations;
|
(B)
|
trade debt incurred in the ordinary course of business;
|
(C)
|
any intercompany indebtedness between the Company and any of its Subsidiaries or Affiliates;
|
(D)
|
indebtedness of the Company that is expressly subordinated in right of payment to Senior Obligations;
|
(E)
|
indebtedness or other obligations of the Company that by its terms ranks equal or junior in right of payment to the Junior Obligations;
|
(F)
|
indebtedness of the Company that, by operation of Law, is subordinate to any general unsecured obligations of the Company; or
|
(G)
|
indebtedness evidenced by any guarantee of indebtedness ranking equal or junior in right of payment to the Junior Obligations.
|
By:
|
|
/s/ Katherine R. Kelly
|
Name:
|
|
Katherine R. Kelly
|
Title:
|
|
Corporate Secretary
|
By:
|
|
/s/ Martin J. Knapp
|
Name:
|
|
Martin J. Knapp
|
Title:
|
|
Vice President
|
By:
|
Name: Title: |
By:
|
Authorized Signatory |
1.
|
Assignment. Effective as of [______] (the “Assignment Date”), Assignor hereby assigns to Assignee, and Assignee hereby accepts the assignment of, the due and punctual payment of the Milestone Payment and the performance and observance of all terms, covenants, obligations and conditions of the CVR Agreement on the part of Assignor to be performed or observed.
|
2.
|
Assumption. Effective as of the Assignment Date, Assignee hereby assumes the due and punctual payment of the Milestone Payment and the performance and observance of all terms, covenants, obligations and conditions of the CVR Agreement on the part of Assignor to be performed or observed.
|
3.
|
Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the respective parties hereto and their respective successors and assigns.
|
4.
|
Governing Law. This Agreement shall be governed by, construed and enforced in accordance with the laws of New York, without giving effect to the principles of conflicts of laws thereof.
|
5.
|
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.
|
By:
|
Name: Title: |
By:
|
Name: Title: |
•
|
issue one or more series of preferred stock;
|
•
|
determine the designation for any series by number, letter or title that shall distinguish the series from any other series of preferred stock; and
|
•
|
determine the number of shares in any series.
|
•
|
whether dividends on that series of preferred stock will be cumulative and, if so, from which date;
|
•
|
the dividend rate;
|
•
|
the dividend payment date or dates;
|
•
|
the liquidation preference per share of that series of preferred stock, if any;
|
•
|
any conversion provisions applicable to that series of preferred stock;
|
•
|
any redemption or sinking fund provisions applicable to that series of preferred stock;
|
•
|
the voting rights of that series of preferred stock, if any; and
|
•
|
the terms of any other preferences or special rights applicable to that series of preferred stock.
|
•
|
the board of directors approved the acquisition of stock pursuant to which the person became an interested stockholder or the transaction that resulted in the person becoming an interested stockholder prior to the time that the person became an interested stockholder;
|
•
|
upon consummation of the transaction that resulted in the person becoming an interested stockholder such person owned at least 85% of the outstanding voting stock of the corporation, excluding, for purposes of determining the voting stock outstanding, voting stock owned by directors who are also officers and certain employee stock plans; or
|
•
|
the transaction is approved by the board of directors and by the affirmative vote of two-thirds of the outstanding voting stock which is not owned by the interested stockholder.
|
•
|
100% of the principal amount of the Notes being redeemed, or
|
•
|
as calculated by the Quotation Agent (as defined below), the sum of the present values of the remaining scheduled payments for principal and interest on the Notes to be redeemed (not including any portion of such payments of interest accrued as of the date of redemption) discounted to the date of redemption on an annual basis (ACTUAL/ACTUAL (ICMA)) using a discount rate equal to the sum of the Reference Dealer Rate (as defined below),
|
1.
|
to any tax, assessment or governmental charge that is imposed or withheld solely because the beneficial owner, or a fiduciary, settlor, beneficiary or member of the beneficial owner if the beneficial owner is an estate, trust or partnership, or a person holding a power over an estate or trust administered by a fiduciary holder:
|
(a)
|
is or was present or engaged in a trade or business in the United States or has or had a permanent establishment in the United States;
|
(b)
|
is or was a citizen or resident or is or was treated as a resident of the United States;
|
(c)
|
is or was a foreign or domestic personal holding company, a passive foreign investment company or a controlled foreign corporation for the United States federal income tax purposes, is or was a corporation that has accumulated earnings to avoid United States federal income tax or is or was a private foundation or other tax-exempt organization;
|
(d)
|
is or was an actual or constructive “10-percent shareholder” of Bristol-Myers Squibb, as defined in Section 871(h)(3) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”); or
|
(e)
|
is or was a bank receiving interest described in Section 881(c)(3)(A) of the Code;
|
2.
|
to any holder that is not the sole beneficial owner of Notes, or that is a fiduciary or partnership, but only to the extent that the beneficial owner, a beneficiary or settlor with respect to the fiduciary, or a member of the partnership would not have been entitled to the payment of an additional amount had such beneficial owner, beneficiary, settlor or member received directly its beneficial or distributive share of the payment;
|
3.
|
to any tax, assessment or governmental charge that is imposed or withheld solely because the beneficial owner or any other person failed to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the holder or beneficial owner of Notes, if compliance is required by statute, by regulation of the United States Treasury Department or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such tax, assessment or other governmental charge;
|
4.
|
to any tax, assessment or governmental charge that is imposed other than by deduction or withholding by Bristol-Myers Squibb or a paying agent from the payment;
|
5.
|
to any tax, assessment or governmental charge that is imposed or withheld solely because of a change in law, regulation, or administrative or judicial interpretation that becomes effective after the day on which the payment becomes due or is duly provided for, whichever occurs later;
|
6.
|
to any estate, inheritance, gift, sales, excise, transfer, wealth or personal property tax or any similar tax, assessment or governmental charge;
|
7.
|
to any tax, assessment or other governmental charge any paying agent (which term may include us) must withhold from any payment of principal of or interest on any Note, if such payment can be made without such withholding by any other paying agent;
|
8.
|
to any tax, assessment or governmental charge that would not have been so imposed or withheld but for the presentation by the holder of a Note for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;
|
9.
|
any withholding or deduction pursuant to an agreement described in Section 1471(b) of the Code or otherwise imposed pursuant to Sections 1471 through 1474 of the Code (or any regulations or agreements thereunder or official interpretations thereof) or any intergovernmental agreement between the United States and another jurisdiction facilitating the implementation thereof (or any law implementing such an intergovernmental agreement); or
|
10.
|
in the case of any combination of the above items.
|
•
|
where withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to, that Directive, or
|
•
|
presented for payment by or on behalf of a beneficial owner who would have been able to avoid the withholding or deduction by presenting the relevant Note to another paying agent in a Member State of the European Union.
|
•
|
we will be discharged from our obligations with respect to the Notes; and/or
|
•
|
we will no longer be under any obligation to comply with certain restrictive covenants under the Indenture, and certain events of default will no longer apply to us.
|
•
|
we fail to pay the principal of or any premium on such series when due;
|
•
|
we fail to deposit any sinking fund payment on such series when due;
|
•
|
we fail to pay interest when due on such series for 30 days after it is due;
|
•
|
we fail to perform any other covenant in the Indenture related to the series of the Notes and this failure continues for 90 days after we receive written notice of it from the Notes Trustee or by holders of at least 25% in principal amount of the Notes of such series;
|
•
|
we or a court take certain actions relating to the bankruptcy, insolvency or reorganization of our company; and
|
•
|
any other event of default provided in the Indenture or a board resolution under which a series of the Notes was issued or in the form of such security.
|
•
|
change the stated maturity of any Notes;
|
•
|
reduce the principal, premium (if any), rate of interest or change the method of computing the amount of principal or interest on any Notes;
|
•
|
change any place of payment or the currency in which any Notes or any premium or interest thereon is payable;
|
•
|
impair the right to enforce any payment after the stated maturity or redemption date;
|
•
|
reduce the percentage of holders of outstanding Notes of any series required to consent to any modification, amendment or waiver under the Indenture;
|
•
|
modify the provisions in the Indenture relating to the waiver of past defaults and the waiver of certain covenants; or
|
•
|
modify the provisions in the Indenture relating to adding provisions or changing or eliminating provisions of the Indenture or modifying rights of holders of the Notes under the Indenture.
|
•
|
the successor is a U.S. corporation or person;
|
•
|
the successor assumes, by a supplemental indenture, on the same terms and conditions all the obligations under the Notes and the Indenture;
|
•
|
immediately after giving effect to the transaction, there is no event of default under the Indenture (without regard for any applicable cure or grace period); and
|
•
|
we have delivered to the Notes Trustee an officer’s certificate and opinion of counsel, each stating that such consolidation, merger or transfer and such supplemental indenture comply with the conditions set forth in the Indenture.
|
•
|
mortgages and liens existing on property owned by or leased by persons at the time they become Subsidiaries;
|
•
|
mortgages and liens existing on property at the time the property was acquired by us or a Subsidiary;
|
•
|
mortgages and liens incurred prior to, at the time of, or within 12 months after the time of acquisition of, or completion of construction, alteration, repair or improvement on, any Restricted Property to finance such acquisition, construction, alteration, repair or improvement, and any mortgage or lien to the extent that it secures Debt which is in excess of such cost or purchase price and for the payment of which recourse may be had only against such Restricted Property;
|
•
|
any mortgages and liens securing Debt of a Subsidiary that the Subsidiary owes to us or another Subsidiary;
|
•
|
any mortgages and liens securing industrial development, pollution control, or similar revenue bonds;
|
•
|
with respect to any series of debt securities, any lien existing on the date of issuance of such debt securities;
|
•
|
any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any lien referred to above, so long as the principal amount of Debt secured thereby does not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement (except that, where an additional principal amount of Debt is incurred to provide funds for the completion of a specific project, the additional principal amount, and any related financing costs, may be secured by the lien as well) and the lien is limited to the same property subject to the lien so extended, renewed or replaced (and any improvements on such property); and
|
•
|
mortgages and liens otherwise prohibited by this covenant, securing Debt which, together with the aggregate outstanding principal amount of all other Debt of us and our Subsidiaries owning Restricted Property which would otherwise be subject to such covenant and the aggregate Value of certain existing Sale and Leaseback Transactions which would be subject to the covenant on “Sale and Leaseback Transactions” but for this provision, does not exceed 10% of Consolidated Net Tangible Assets.
|
•
|
all current liabilities (excluding liabilities that are extendable or renewable at the option of the obligor to a date more than 12 months after the date as of which the amount is being determined); and
|
•
|
all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangible assets,
|
•
|
all as set forth on our most recent consolidated balance sheet and determined on a consolidated basis in accordance with generally accepted accounting principles.
|
•
|
all obligations represented by notes, bonds, debentures or similar evidences of indebtedness;
|
•
|
all indebtedness for borrowed money or for the deferred purchase price of property or services other than, in the case of any such deferred purchase price, on normal trade terms; and
|
•
|
all rental obligations as lessee under leases which shall have been or should be, in accordance with generally accepted accounting principles, recorded as capital leases.
|
•
|
our Debt or Debt of a Subsidiary owning Restricted Property, maturing by its terms more than one year after its creation; and
|
•
|
Debt classified as long-term debt under generally accepted accounting principles.
|
•
|
any manufacturing facility, or portion thereof, owned or leased by us or any of our Subsidiaries and located within the continental United States which, in our board of directors’ opinion, is of material importance to our business and the business of our Subsidiaries taken as a whole; provided that no manufacturing facility, or portion thereof, shall be deemed of material importance if its gross book value before deducting accumulated depreciation is less than 2% of Consolidated Net Tangible Assets; and
|
•
|
any shares of common stock or indebtedness of any Subsidiary owning any such manufacturing facility.
|
•
|
temporary leases for a term, including renewals at the option of the lessee, of three years or less;
|
•
|
leases between us and a Subsidiary or between Subsidiaries;
|
•
|
leases executed within 12 months after the latest of the acquisition, the completion of construction or improvement, or the commencement of commercial operation, of such Restricted Property; and
|
•
|
arrangements pursuant to any provision of law with an effect similar to that under former Section 168(f)(8) of the Internal Revenue Code of 1954.
|
•
|
with respect to borrowed money;
|
•
|
evidenced by notes, debentures, bonds or other similar debt instruments;
|
•
|
with respect to the net obligations owed under interest rate swaps or similar agreements or currency exchange transactions;
|
•
|
as a result of reimbursement obligations in respect of letters of credit and similar obligations;
|
•
|
in respect of capital leases; or
|
•
|
as a result of guarantees in respect of obligations referred to in the first five bullets above;
|
•
|
if any default on any senior obligations exceeding $25 million in aggregate principal amount would occur as a result of such payment, distribution or acquisition;
|
•
|
during the continuance of any payment default in respect of any senior obligations (after expiration of any applicable grace period) exceeding $25 million in aggregate principal amount;
|
•
|
if the maturity of any senior obligations representing more than $25 million in aggregate principal amount is accelerated in accordance with its terms and such acceleration has not been rescinded; or
|
•
|
following the occurrence of any default (other than a payment default, and after the expiration of any applicable grace period) with respect to any senior obligations with an aggregate principal amount of more than $25 million, the effect of which is to permit the holders of such senior obligations (or a trustee or agent acting on their behalf) to cause, with the giving of notice if required, the maturity of such senior obligations to be accelerated, for a period commencing upon the receipt by the trustee (with a copy to Celgene) of a written notice of such default from the representative of the holders of such senior obligations and ending when such senior obligations are paid in full in cash or cash equivalents or, if earlier, when such default is cured or waived.
|
•
|
default in the payment of all or any part of the Milestone Payment after a period of ten business days after it becomes due and payable;
|
•
|
material default in the performance, or breach in any material respect, of any other covenant or warranty of Bristol-Myers Squibb in respect of the BMS CVRs, and continuance of such default or breach for 90 days after written notice has been given to Bristol-Myers Squibb by the BMS CVRs Trustee, or to Bristol-Myers Squibb and the BMS CVRs Trustee by the holders of a majority of the outstanding BMS CVRs, specifying such default or breach and requiring it to be remedied;
|
•
|
a court of competent jurisdiction entering a decree or order for relief in respect of Bristol-Myers Squibb in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, BMS CVRs Trustee or sequestrator (or similar official) of Bristol-Myers Squibb or for any substantial part of its property or ordering the winding up or liquidation of its affairs, and such decree or order remaining unstayed and in effect for a period of 90 consecutive days; or
|
•
|
Bristol-Myers Squibb commencing a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consenting to the entry of an order for relief in an
|
•
|
to convey, transfer, assign, mortgage or pledge to the BMS CVRs Trustee as security for the BMS CVRs any property or assets;
|
•
|
to evidence the succession of another person to Bristol-Myers Squibb, and the assumption by any such successor of the covenants of Bristol-Myers Squibb in the BMS CVR Agreement and in the BMS CVRs;
|
•
|
to add to Bristol-Myers Squibb’s covenants such further covenants, restrictions, conditions or provisions as Bristol-Myers Squibb and the BMS CVRs Trustee consider to be for the protection of the holders of the BMS CVRs, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an event of default permitting the enforcement of all or any of the several remedies provided in the BMS CVR Agreement, provided that in respect of any such additional covenant, restriction, condition or provision, such amendment may (i) provide for a particular grace period after default, (ii) provide for an immediate enforcement upon such event of default, (iii) limit the remedies available to the BMS CVRs Trustee upon such event of default, or (iv) limit the right of the holders of a majority of the outstanding BMS CVRs to waive an event of default;
|
•
|
to cure any ambiguity, to correct or supplement any provision in the BMS CVR Agreement or in the BMS CVRs which may be defective or inconsistent with any other provision in the BMS CVR Agreement, provided that these provisions may not materially reduce the benefits of the BMS CVR Agreement or the BMS CVRs to the BMS CVR holders;
|
•
|
to make any other provisions with respect to matters or questions arising under the BMS CVR Agreement, provided that such provisions may not adversely affect the interests of the BMS CVR holders;
|
•
|
to make any amendments or changes necessary to comply or maintain compliance with the Trust Indenture Act, if applicable; or
|
•
|
to make any other change that does not adversely affect the interests of the BMS CVR holders.
|
•
|
modify in a manner adverse to the BMS CVR holders (i) any provision contained in the BMS CVR Agreement with respect to the termination of the BMS CVR Agreement or the BMS CVRs or (ii) the time for payment and amount of the Milestone Payment or otherwise extend the maturity of the BMS CVRs or reduce the amounts payable in respect of the BMS CVRs or modify any other payment term or payment date;
|
•
|
reduce the number of BMS CVRs, the consent of whose holders is required for any such amendment; or
|
•
|
modify any of the provisions of the BMS CVR Agreement regarding amendments to the BMS CVR Agreement, except to increase the percentage of outstanding BMS CVRs required for an amendment or to provide that certain other provisions of the BMS CVR Agreement cannot be modified or waived without the consent of each BMS CVR holder affected by such modification or waiver.
|
•
|
Net Sales Payments. For each full one-year period ending December 31st during the term of the Celgene CVR Agreement, which we refer to as a net sales measuring period, Bristol-Myers Squibb is obligated to pay:
|
•
|
2.5% of the net sales of Abraxane® and the Abraxis pipeline product, that exceed $1 billion but are less than or equal to $2 billion for such period, plus
|
•
|
an additional amount equal to 5% of the net sales of Abraxane® and the Abraxis pipeline products that exceed $2 billion but are less than or equal to $3 billion for such period, plus
|
•
|
an additional amount equal to 10% of the net sales of Abraxane® and the Abraxis pipeline products that exceed $3 billion for such period.
|
•
|
the pharmaceutical product comprising the chemical compound having the chemical name of 5β,20-Epoxy-1, 2a,4,7β,10β,13a-hexahydroxytax-11-en-9-one 4,10-diacetate 2-benzoate 13-ester with (2R,3S)-N-benzoyl-3-phenylisoserine, known by the generic name “paclitaxel” and bound to albumin that is the subject of the New Drug Application No. 21-660 filed with the FDA and subject of the European Medicines Agency Marketing Authorization granted on January 11, 2008, together with all amendments and supplements to such FDA and European Medicines Agency approvals (identified by Celgene prior to the Assignment as Abraxane®); provided that in all cases such Product is an injectable formulation.
|
•
|
the pharmaceutical product comprising the chemical compound having the chemical name of (2R,3S)- N-carboxy-3-phenylisoserine,N-tert-butyl ester, 13-ester with 5β-20-epoxy-1,2 ,4,7β,10β,13 -hexahydroxytax-11-en-9-one 4-acetate 2-benzoate, anhydrous bound to albumin that is the subject of the Investigational New Drug Application No. 73,527 filed with the FDA together with all amendments (identified by Celgene prior to the Assignment as “nab-docetaxel (ABI-008)”); provided that in all cases such Product is an injectable formulation.
|
•
|
the pharmaceutical product comprising the chemical compound having the chemical name of (3S, 6R, 7E, 9R, 10R, 12R, 14S, 15E, 17E, 19E, 21S, 23S, 26R, 27R, 34aS)-9, 10, 12, 13, 14, 21, 22, 23, 24, 25, 26, 27, 32, 33, 34, 34a-hexadecahydro-9,27-dihydroxy-3-[(1R)-2-[(1S, 3R, 4R)-4-hydroxy-3-methoxycyclohexyl]-1-methylethyl]-10,21-dimethoxy-6, 8, 12, 14, 20, 26-hexamethyl-23, 27-epoxy-3H-pyrido[2, 1-c][1,4] oxaazacyclohentriacontine -1, 5, 11, 28, 29 (4H,6H,31H)-pentone bound to albumin that is the subject of the Investigational New Drug Application No. 74.610 filed with the FDA together with all amendments (identified by Celgene prior to the Assignment as “nab-rapamycin (ABI-009)”); provided that in all cases such Product is an injectable formulation.
|
•
|
the pharmaceutical product comprising the chemical compound having the chemical name of 17-allylamino-17-demethoxygeldanamycin, 17-allylamino geldanamycin bound to albumin that is the subject of the Investigational New Drug Application No. 78,298 filed with the FDA together with all amendments (identified by Celgene prior to the Assignment as “nab-17AAG (ABI-010)”); provided that in all cases such Product is an injectable formulation.
|
•
|
the pharmaceutical product comprising the chemical compound having the chemical name of N-(1,2,3-trimethoxy-10-methylsulfanyl-9-oxo-5,6,7,9-tetrahydro-benzo[a]heptalen-7-yl)-3-[3-(1,2,3-trimethoxy-10-methylsulfanyl-9-oxo-5,6,7,9-tetrahydro-benzo[a]heptalen-7-yl)-ureido]-propionamide bound to albumin that is the subject of the Investigational New Drug Application No. 103,698 filed with the FDA together with all amendments (identified by Celgene prior to the Assignment as “nab-thiocolchicine dimer (ABI-011)”); provided that in all cases the Product is an injectable formulation.
|
•
|
the pharmaceutical product comprising the chemical compound having the chemical name of (αR, βS)-β-[[(1, 1-Dimethylethoxy)carbonyl]amino]-α-(hexanoyloxy)benzenepropanoic acid (2aR, 4S, 4aS, 6R, 9S, 11S, 12S, 12aR, 12bS)-12b-(acetyloxy)-12-(benzoyloxy)-2a, 3, 4, 4a, 5, 6, 9, 10, 11, 12, 12a, 12b-dodecahydro-4, 6, 11-trihydroxy-4a, 8, 13, 13-tetramethyl-5-oxo-7, 11-methano-1H-cyclodecal[3, 4]benz[1, 2-b]oxet-9-yl ester bound to albumin (identified by Celgene prior to the Assignment as “nab-novel taxane (ABI-013)”) provided that in all cases the Product is an injectable formulation.
|
•
|
the pharmaceutical product comprising the chemical compound having the chemical name of Benzenepropanoic acid, β-(benzoylamino)-α-hydroxy-, 6, 12bbis(acetyloxy)-12-(benzoyloxy)-2a, 3, 4, 4a, 5, 6, 9, 10, 11, 12, 12a, 12bdodecahydro-4, 11-dihydroxy-4a, 8, 13, 13-tetramethyl-5-oxo-7, 11-methano-1H-cyclodeca[3, 4]benz[1, 2-b]-oxet-9-yl ester, [2aR-[2aα, 4β, 4aβ, 6β, 9α(αR*, βS*), 11α, 12α, 12aα, 12bα]] bound to albumin that is the subject of the Investigational New Drug Application No. 63, 082 filed with the FDA together with all amendments (identified by Celgene prior to the Assignment as “Coroxane”); provided that in all cases the Product is an injectable formulation.
|
•
|
with respect to borrowed money;
|
•
|
evidenced by notes, debentures, bonds or other similar debt instruments;
|
•
|
with respect to the net obligations owed under interest rate swaps or similar agreements or currency exchange transactions;
|
•
|
as a result of reimbursement obligations in respect of letters of credit and similar obligations;
|
•
|
in respect of capital leases; or
|
•
|
as a result of guarantees in respect of obligations referred to in the first five bullets above; unless, in any case, the instrument creating or evidencing the foregoing or pursuant to which the foregoing is outstanding provides that such obligations are pari passu to or subordinate in right of payment to the Celgene CVRs.
|
•
|
trade debt incurred in the ordinary course of business;
|
•
|
any intercompany indebtedness between Bristol-Myers Squibb and any of its subsidiaries or affiliates;
|
•
|
indebtedness of Bristol-Myers Squibb that is subordinated in right of payment to Bristol-Myers Squibb’s senior obligations;
|
•
|
indebtedness or other obligations of Bristol-Myers Squibb that by its terms ranks equal or junior in right of payment to the Celgene CVR payments, milestone, and net sales payments, and all other obligations under the Celgene CVR Agreement;
|
•
|
indebtedness of Bristol-Myers Squibb that, by operation of applicable law, is subordinate to any general unsecured obligations of Bristol-Myers Squibb; and
|
•
|
indebtedness evidenced by any guarantee of indebtedness ranking equal or junior in right of payment to the Celgene CVR payments.
|
•
|
if any default on any senior obligations exceeding $25 million in aggregate principal amount would occur as a result of such payment, distribution or acquisition;
|
•
|
during the continuance of any payment default in respect of any senior obligations (after expiration of any applicable grace period) exceeding $25 million in aggregate principal amount;
|
•
|
if the maturity of any senior obligations representing more than $25 million in aggregate principal amount is accelerated in accordance with its terms and such acceleration has not been rescinded; or
|
•
|
following the occurrence of any default (other than a payment default, and after the expiration of any applicable grace period) with respect to any senior obligations with an aggregate principal amount of more than $25 million, the effect of which is to permit the holders of such senior obligations (or a trustee or agent acting on their behalf) to cause, with the giving of notice if required, the maturity of such senior obligations to be accelerated, for a period commencing upon the receipt by the Celgene CVRs Trustee (with a copy to Bristol-Myers Squibb) of a written notice of such default from the representative of the holders of such senior obligations and ending when such senior obligations are paid in full in cash or cash equivalents or, if earlier, when such default is cured or waived.
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•
|
within 15 days after Bristol-Myers Squibb is required to file the same with the SEC, copies of the annual reports and of the information, documents and other reports (or copies of such portions of the foregoing as the SEC may from time to time by rules and regulations prescribe) which Bristol-Myers Squibb is required to file with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act;
|
•
|
if Bristol-Myers Squibb is not required to file periodic reports under Section 13 or 15(d) the Exchange Act, within 45 days after each calendar quarter (other than the last quarter of each calendar year), quarterly financial information and, within 90 days after each calendar year, annual financial information that would be required pursuant to Section 13 of the Exchange Act in respect of a security listed and registered on a national securities exchange (provided that Bristol-Myers Squibb also delivers with, or includes within, the annual reports referred to in this bullet point and the preceding bullet point a calculation of net sales for Abraxane® and the Abraxis pipeline products for the annual period to date);
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•
|
within ten days after Bristol-Myers Squibb files its annual report with the SEC for any year if Bristol-Myers Squibb is required to file periodic reports under Section 13 or 15(d) of the Exchange Act, or if Bristol-Myers Squibb is not required to file periodic reports under Section 13 or 15(d) of the Exchange Act within ninety (90) days after each calendar year, a net sales statement with respect to the last completed calendar year; and
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•
|
within four business days after the occurrence of any milestone, a notice stating that the milestone has occurred, the amount of the corresponding milestone payment and the applicable milestone payment date.
|
•
|
default in the payment of all or any part of the net sales payments or milestone payments after a period of ten business days when they become due and payable;
|
•
|
material default in the performance, or breach in any material respect, of any other covenant or warranty of Bristol-Myers Squibb in respect of the Celgene CVRs, and continuance of such default or breach for a period of ninety days after written notice has been given to Bristol-Myers Squibb by the Celgene CVRs Trustee or to Bristol-Myers Squibb and the Celgene CVRs Trustee by the holders of a majority of the outstanding Celgene CVRs specifying such default or breach and requiring it to be remedied;
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•
|
a court having jurisdiction in the premises entering a decree or order for relief in respect of Bristol-Myers Squibb in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, Celgene CVRs Trustee or sequestrator (or similar official) of Bristol-Myers Squibb or for any substantial part of its property or ordering the winding up or liquidation of its affairs, and such decree or order remaining unstayed and in effect for a period of 90 consecutive days; or
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•
|
Bristol-Myers Squibb commencing a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consenting to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, Celgene CVRs Trustee or sequestrator (or similar official) of Bristol-Myers Squibb or for any substantial part of its property, or making any general assignment for the benefit of creditors.
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•
|
to convey, transfer, assign, mortgage or pledge to the Celgene CVRs Trustee as security for the Celgene CVRs any property or assets;
|
•
|
to evidence the succession of another person to Bristol-Myers Squibb, and the assumption by any such successor of the covenants of Bristol-Myers Squibb in the Celgene CVR Agreement and in the Celgene CVRs;
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•
|
to add to Bristol-Myers Squibb’s covenants such further covenants, restrictions, conditions or provisions as its board of directors and the Celgene CVRs Trustee shall consider to be for the protection of Celgene CVR holders, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an event of default permitting the enforcement of all or any of the several remedies provided in the Celgene CVR Agreement, provided that in respect of any such additional covenant, restriction, condition or provision, such amendment may (1) provide for a particular grace period after default, (2) provide for an immediate enforcement upon such event of default, (3) limit the remedies available to the Celgene CVRs Trustee upon such event of default, or (4) limit the right of the holders of a majority of the outstanding Celgene CVRs to waive an event of default;
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•
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to cure any ambiguity, to correct or supplement any provision in the Celgene CVR Agreement or in the Celgene CVRs which may be defective or inconsistent with any other provision in the Celgene CVR Agreement, provided that these provisions shall not materially reduce the benefits of the Celgene CVR Agreement or the Celgene CVRs to the Celgene CVR holders;
|
•
|
to make any other provisions with respect to matters or questions arising under the Celgene CVR Agreement, provided that such provisions shall not adversely affect the interests of the Celgene CVR holders;
|
•
|
to make any amendments or changes necessary to comply or maintain compliance with the Trust Indenture Act, if applicable; or
|
•
|
to make any change that does not adversely affect the interests of the Celgene CVR holders.
|
•
|
modify in a manner adverse to the Celgene CVR holders (1) any provision contained in the Celgene CVR Agreement with respect to the termination of the Celgene CVR Agreement or the Celgene CVRs, or (2) the time for payment and amount of the net sales payment or milestone payment or otherwise extend the maturity of the Celgene CVRs or reduce the amounts payable in respect of the Celgene CVRs or modify any other payment term or payment date (except that this provision does not impair the right of Bristol-Myers Squibb to redeem the Celgene CVRs as described under “— Celgene CVR Redemption Rights” below);
|
•
|
reduce the number of Celgene CVRs, the consent of whose holders is required for any such amendment; or
|
•
|
modify any of the provisions of the Celgene CVR Agreement regarding amendments to the Celgene CVR Agreement, except to increase the percentage of outstanding Celgene CVRs required for an amendment or to provide that certain other provisions of the Celgene CVR Agreement cannot be modified or waived without the consent of each Celgene CVR holder affected by such modification or waiver.
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•
|
the redemption date;
|
•
|
the redemption price;
|
•
|
the name and address of the paying agent;
|
•
|
a statement that Celgene CVRs called for redemption must be surrendered to the paying agent to collect the redemption price;
|
•
|
a statement that unless Bristol-Myers Squibb defaults in making such redemption payment, all right, title and interest in and to the Celgene CVRs and any Celgene CVR payments will cease to accrue on and after the redemption date;
|
•
|
the clause of the Celgene CVR Agreement pursuant to which the Celgene CVRs called for redemption are being redeemed; and
|
•
|
a statement that no representation is made as to the correctness or accuracy of the CUSIP and ISIN number, if any, listed in such notice or printed on the Celgene CVRs.
|
Award Date: March 10, 2020
Service Period: March 10, 2020 to March 10, 2023
Performance Period: January 1, 2020 to December 31, 2022
Total Shareholder Return (“TSR”) Measurement Period: March 10, 2020 to February 28, 2023
Performance Goals: The Performance Goals are included in Exhibit A attached hereto.
Vesting: The Performance Share Units will vest on March 10, 2023, subject to the performance conditions described in Section 4 and Exhibit A hereto, and subject to earlier vesting at the times indicated in Sections 6 (including in connection with certain terminations following a Change in Control) and 8.
Settlement: Vested Performance Share Units will be settled by delivery of one share of the Company’s Common Stock, $0.10 par value per share (“Shares”), for each Performance Share Unit being settled. Settlement shall occur at the time specified in Sections 4 and 6 hereof, as applicable.
|
1.
|
PERFORMANCE SHARE UNITS AWARD
|
2.
|
CONSIDERATION
|
3.
|
PERFORMANCE GOALS
|
4.
|
DETERMINATION OF PERFORMANCE SHARE UNITS VESTED; FORFEITURES; SETTLEMENT
|
5.
|
NONTRANSFERABILITY OF PERFORMANCE SHARE UNITS
|
6.
|
RETIREMENT AND OTHER TERMINATIONS (EXCLUDING DEATH)
|
7.
|
DISABILITY OF PARTICIPANT
|
8.
|
DEATH OF PARTICIPANT
|
9.
|
RESPONSIBILITY FOR TAXES
|
10.
|
NON-COMPETITION AND NON-SOLICITATION AGREEMENT AND COMPANY RIGHT TO INJUNCTIVE RELIEF, DAMAGES, RESCISSION, FORFEITURE AND OTHER REMEDIES
|
11.
|
DIVIDENDS AND OTHER ADJUSTMENTS
|
12.
|
EFFECT ON OTHER BENEFITS
|
13.
|
ACKNOWLEDGMENT OF NATURE OF PLAN AND PERFORMANCE SHARE UNITS
|
14.
|
NO ADVICE REGARDING GRANT
|
15.
|
RIGHT TO CONTINUED EMPLOYMENT
|
16.
|
ADMINISTRATION; UNFUNDED OBLIGATIONS
|
17.
|
DEEMED ACCEPTANCE
|
18.
|
AMENDMENT TO PLAN
|
19.
|
SEVERABILITY AND VALIDITY
|
20.
|
GOVERNING LAW, JURISDICTION AND VENUE
|
21.
|
SUCCESSORS
|
22.
|
ELECTRONIC DELIVERY AND ACCEPTANCE
|
23.
|
INSIDER TRADING/MARKET ABUSE LAWS
|
24.
|
LANGUAGE
|
25.
|
COMPLIANCE WITH LAWS AND REGULATIONS
|
26.
|
ENTIRE AGREEMENT AND NO ORAL MODIFICATION OR WAIVER
|
27.
|
ADDENDUM A
|
28.
|
FOREIGN ASSET/ACCOUNT REPORTING REQUIREMENTS AND EXCHANGE CONTROLS
|
29.
|
IMPOSITION OF OTHER REQUIREMENTS
|
For the Company
|
|
|
|
Bristol-Myers Squibb Company
|
|
|
|
|
|
By
|
/s/ Ann Powell
|
|
|
Ann Powell
|
|
Chief Human Resources Officer
|
Performance Measure
|
Threshold
|
Target
|
Maximum
|
January 1, 2020 – December 31, 2022 Total Revenues, net of foreign exchange ($=MM)
|
|
|
|
January 1, 2020 – December 31, 2022 Non-GAAP Operating Margin
|
|
|
|
March 10, 2020 – February 28, 2023 Relative TSR
|
|
|
|
Award Date: March 10, 2020
Service Period: March 10, 2020 to March 10, 2023
Performance Period: January 1, 2020 to December 31, 2022
Total Shareholder Return (“TSR”) Measurement Period: March 10, 2020 to February 28, 2023
Performance Goals: The Performance Goals are included in Exhibit A attached hereto.
Vesting: The Performance Share Units will vest on March 10, 2023, subject to the performance conditions described in Section 4 and Exhibit A hereto, and subject to earlier vesting at the times indicated in Sections 6 (including in connection with certain terminations following a Change in Control) and 8.
Settlement: Vested Performance Share Units will be settled by delivery of one share of the Company’s Common Stock, $0.10 par value per share (“Shares”), for each Performance Share Unit being settled. Settlement shall occur at the time specified in Sections 4 and 6 hereof, as applicable.
|
1.
|
PERFORMANCE SHARE UNITS AWARD
|
2.
|
CONSIDERATION
|
3.
|
PERFORMANCE GOALS
|
4.
|
DETERMINATION OF PERFORMANCE SHARE UNITS VESTED; FORFEITURES; SETTLEMENT
|
5.
|
NONTRANSFERABILITY OF PERFORMANCE SHARE UNITS
|
6.
|
RETIREMENT AND OTHER TERMINATIONS (EXCLUDING DEATH)
|
7.
|
DISABILITY OF PARTICIPANT
|
8.
|
DEATH OF PARTICIPANT
|
9.
|
RESPONSIBILITY FOR TAXES
|
10.
|
NON-COMPETITION AND NON-SOLICITATION AGREEMENT AND COMPANY RIGHT TO INJUNCTIVE RELIEF, DAMAGES, RESCISSION, FORFEITURE AND OTHER REMEDIES
|
11.
|
DIVIDENDS AND OTHER ADJUSTMENTS
|
12.
|
EFFECT ON OTHER BENEFITS
|
13.
|
ACKNOWLEDGMENT OF NATURE OF PLAN AND PERFORMANCE SHARE UNITS
|
14.
|
NO ADVICE REGARDING GRANT
|
15.
|
RIGHT TO CONTINUED EMPLOYMENT
|
16.
|
ADMINISTRATION; UNFUNDED OBLIGATIONS
|
17.
|
DEEMED ACCEPTANCE
|
18.
|
AMENDMENT TO PLAN
|
19.
|
SEVERABILITY AND VALIDITY
|
20.
|
GOVERNING LAW, JURISDICTION AND VENUE
|
21.
|
SUCCESSORS
|
22.
|
ELECTRONIC DELIVERY AND ACCEPTANCE
|
23.
|
INSIDER TRADING/MARKET ABUSE LAWS
|
24.
|
LANGUAGE
|
25.
|
COMPLIANCE WITH LAWS AND REGULATIONS
|
26.
|
ENTIRE AGREEMENT AND NO ORAL MODIFICATION OR WAIVER
|
27.
|
ADDENDUM A
|
28.
|
FOREIGN ASSET/ACCOUNT REPORTING REQUIREMENTS AND EXCHANGE CONTROLS
|
29.
|
IMPOSITION OF OTHER REQUIREMENTS
|
For the Company
|
|
|
|
Bristol-Myers Squibb Company
|
|
|
|
|
|
By
|
/s/ Ann Powell
|
|
|
Ann Powell
|
|
Chief Human Resources Officer
|
Performance Measure
|
Threshold
|
Target
|
Maximum
|
January 1, 2020 – December 31, 2022 Total Revenues, net of foreign exchange ($=MM)
|
|
|
|
January 1, 2020 – December 31, 2022 Non-GAAP Operating Margin
|
|
|
|
March 10, 2020 – February 28, 2023 Relative TSR
|
|
|
|
Award Date: March 10, 2020
Service Period: March 10, 2020 to March 10, 2023
Performance Period: January 1, 2020 to December 31, 2022
Total Shareholder Return (“TSR”) Measurement Period: March 10, 2020 to February 28, 2023
Performance Goals: The Performance Goals are included in Exhibit A attached hereto.
Vesting: The Performance Share Units will vest on March 10, 2023, subject to the performance conditions described in Section 4 and Exhibit A hereto, and subject to earlier vesting at the times indicated in Sections 6 (including in connection with certain terminations following a Change in Control) and 8.
Settlement: Vested Performance Share Units will be settled by delivery of one share of the Company’s Common Stock, $0.10 par value per share (“Shares”), for each Performance Share Unit being settled. Settlement shall occur at the time specified in Sections 4 and 6 hereof, as applicable.
|
1.
|
PERFORMANCE SHARE UNITS AWARD
|
2.
|
CONSIDERATION
|
3.
|
PERFORMANCE GOALS
|
4.
|
DETERMINATION OF PERFORMANCE SHARE UNITS VESTED; FORFEITURES; SETTLEMENT
|
5.
|
NONTRANSFERABILITY OF PERFORMANCE SHARE UNITS
|
6.
|
RETIREMENT AND OTHER TERMINATIONS (EXCLUDING DEATH)
|
7.
|
DISABILITY OF PARTICIPANT
|
8.
|
DEATH OF PARTICIPANT
|
9.
|
RESPONSIBILITY FOR TAXES
|
10.
|
NON-COMPETITION AND NON-SOLICITATION AGREEMENT AND COMPANY RIGHT TO INJUNCTIVE RELIEF, DAMAGES, RESCISSION, FORFEITURE AND OTHER REMEDIES
|
11.
|
DIVIDENDS AND OTHER ADJUSTMENTS
|
12.
|
EFFECT ON OTHER BENEFITS
|
13.
|
ACKNOWLEDGMENT OF NATURE OF PLAN AND PERFORMANCE SHARE UNITS
|
14.
|
NO ADVICE REGARDING GRANT
|
15.
|
RIGHT TO CONTINUED EMPLOYMENT
|
16.
|
ADMINISTRATION; UNFUNDED OBLIGATIONS
|
17.
|
DEEMED ACCEPTANCE
|
18.
|
AMENDMENT TO PLAN
|
19.
|
SEVERABILITY AND VALIDITY
|
20.
|
GOVERNING LAW, JURISDICTION AND VENUE
|
21.
|
SUCCESSORS
|
22.
|
ELECTRONIC DELIVERY AND ACCEPTANCE
|
23.
|
INSIDER TRADING/MARKET ABUSE LAWS
|
24.
|
LANGUAGE
|
25.
|
COMPLIANCE WITH LAWS AND REGULATIONS
|
26.
|
ENTIRE AGREEMENT AND NO ORAL MODIFICATION OR WAIVER
|
27.
|
ADDENDUM A
|
28.
|
FOREIGN ASSET/ACCOUNT REPORTING REQUIREMENTS AND EXCHANGE CONTROLS
|
29.
|
IMPOSITION OF OTHER REQUIREMENTS
|
Performance Measure
|
Threshold
|
Target
|
Maximum
|
January 1, 2020 – December 31, 2022 Total Revenues, net of foreign exchange ($=MM)
|
|
|
|
January 1, 2020 – December 31, 2022 Non-GAAP Operating Margin
|
|
|
|
March 10, 2020 – February 28, 2023 Relative TSR
|
|
|
|
For the Company
|
|
Bristol-Myers Squibb Company
|
|
|
|
By
|
/s/ Ann Powell
|
|
|
Ann Powell
|
|
Chief Human Resources Officer
|
For the Company
|
|
|
|
Bristol-Myers Squibb Company
|
|
|
|
|
|
By
|
/s/ Ann Powell
|
|
|
Ann Powell
|
|
Chief Human Resources Officer
|
For the Company
|
|
|
|
Bristol-Myers Squibb Company
|
|
|
|
|
|
By
|
/s/ Ann Powell
|
|
|
Ann Powell
|
|
Chief Human Resources Officer
|
Number of securities:
|
All securities to be acquired by Employee pursuant to the RSUs granted on under the terms of the Bristol-Myers Squibb Company 2012 Stock Award and Incentive Plan.
|
Description of securities:
|
Shares of common stock
|
Name of issuer of securities:
|
Bristol-Myers Squibb Company
|
For the Company
|
|
|
|
Bristol-Myers Squibb Company
|
|
|
|
|
|
By
|
/s/ Ann Powell
|
|
|
Ann Powell
|
|
Chief Human Resources Officer
|
Number of securities:
|
All securities to be acquired by Employee pursuant to the RSUs granted on under the terms of the Bristol-Myers Squibb Company 2012 Stock Award and Incentive Plan.
|
Description of securities:
|
Shares of common stock
|
Name of issuer of securities:
|
Bristol-Myers Squibb Company
|
For the Company
|
|
Bristol-Myers Squibb Company
|
|
|
|
By
|
/s/ Ann Powell
|
|
|
Ann Powell
|
|
Chief Human Resources Officer
|
For the Company
|
|
Bristol-Myers Squibb Company
|
|
|
|
By
|
/s/ Ann Powell
|
|
|
Ann Powell
|
|
Chief Human Resources Officer
|
For the Company
|
|
Bristol-Myers Squibb Company
|
|
|
|
By
|
/s/ Ann Powell
|
|
|
Ann Powell
|
|
Chief Human Resources Officer
|
Number of securities:
|
All securities to be acquired by Employee pursuant to the RSUs granted on under the terms of the Bristol-Myers Squibb Company 2014 Equity Incentive Plan.
|
Description of securities:
|
Shares of common stock
|
Name of issuer of securities:
|
Bristol-Myers Squibb Company
|
For the Company
|
|
Bristol-Myers Squibb Company
|
|
|
|
By
|
/s/ Ann Powell
|
|
|
Ann Powell
|
|
Chief Human Resources Officer
|
Number of securities:
|
All securities to be acquired by Employee pursuant to the RSUs granted on under the terms of the Bristol-Myers Squibb Company 2014 Equity Incentive Plan.
|
Description of securities:
|
Shares of common stock
|
Name of issuer of securities:
|
Bristol-Myers Squibb Company
|
For the Company
|
|
Bristol-Myers Squibb Company
|
|
|
|
By
|
/s/ Ann Powell
|
|
|
Ann Powell
|
|
Chief Human Resources Officer
|
For the Company
|
|
Bristol-Myers Squibb Company
|
|
|
|
By
|
/s/ Ann Powell
|
|
|
Ann Powell
|
|
Chief Human Resources Officer
|
For the Company
|
|
Bristol-Myers Squibb Company
|
|
|
|
By
|
/s/ Ann Powell
|
|
|
Ann Powell
|
|
Chief Human Resources Officer
|
Number of securities:
|
All securities to be acquired by Employee pursuant to the RSUs granted on under the terms of the Bristol-Myers Squibb Company 2017 Stock Incentive Plan.
|
Description of securities:
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Shares of common stock
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Name of issuer of securities:
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Bristol-Myers Squibb Company
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For the Company
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Bristol-Myers Squibb Company
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By
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/s/ Ann Powell
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Ann Powell
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Chief Human Resources Officer
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Number of securities:
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All securities to be acquired by Employee pursuant to the RSUs granted on under the terms of the Bristol-Myers Squibb Company 2017 Stock Incentive Plan.
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Description of securities:
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Shares of common stock
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Name of issuer of securities:
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Bristol-Myers Squibb Company
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1.
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MARKET SHARE UNITS AWARD
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2.
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RESTRICTIONS, FORFEITURES, AND SETTLEMENT
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(A) Tranche
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(B) MSUs in Tranche
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(C) Vesting Date
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(D) Payout Factor
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(E) Number of MSUs Vested
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1
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25% of Total
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1st Anniversary of Award Date
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Share Price on Measurement Date divided by Share Price on Award Date
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MSUs in Tranche (Column B) times Payout Factor (Column D)
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2
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25% of Total
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2nd Anniversary of Award Date
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Share Price on Measurement Date divided by Share Price on Award Date
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MSUs in Tranche (Column B) times Payout Factor (Column D)
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3
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25% of Total
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3rd Anniversary of Award Date
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Share Price on Measurement Date divided by Share Price on Award Date
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MSUs in Tranche (Column B) times Payout Factor (Column D)
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4
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25% of Total
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4th Anniversary of Award Date
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Share Price on Measurement Date divided by Share Price on Award Date
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MSUs in Tranche (Column B) times Payout Factor (Column D)
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(A)
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“Share Price” shall equal the average of the closing share price of the Company’s Common Stock on the Measurement Date or Award Date, as applicable, and the nine trading days immediately preceding the Measurement Date or Award Date. If there were no trades on the Measurement Date or Award Date, the closing price on the most recent date preceding the Measurement Date or Award Date, as applicable, on which there were trades and the nine trading days immediately preceding that date shall be used.
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(B)
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“Payout Factor” shall be rounded to the nearest hundredth (two places after the decimal), except that if the “Payout Factor” equals more than 2.00, the Payout Factor used in Column E shall be 2.00. Notwithstanding the formula in the table, the Payout Factor for any vesting date that occurs on or after a Change in Control shall equal the Share Price on the date of the Change in Control divided by the Share Price on the Award Date.
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(C)
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“Measurement Date” shall mean the February 28 immediately preceding the vesting date for each tranche.
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(a)
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Nontransferability. During the Restricted Period and any further period prior to settlement of your MSUs, you may not sell, transfer, pledge or assign any of the MSUs or your rights
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(b)
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Time of Settlement. MSUs shall be settled promptly upon expiration of the Restricted Period without forfeiture of the MSUs (i.e., upon vesting), but in any event within 60 days of expiration of the Restricted Period, by delivery of one share of Common Stock for each MSU being settled, or, at the discretion of the Company, the cash equivalent thereof; provided, however, that settlement of an MSU shall be subject to Plan Section 11(k), including, if applicable, the six-month delay rule in Plan Section 11(k)(i)(C) to the extent the MSUs are subject to Section 409A, payment is on account of your “separation from service” and you are a “key employee,” both within the meaning of Section 409A; provided further, that no dividend or dividend equivalents will be paid, accrued or accumulated in respect of the period during which settlement was delayed. (Note: This rule may apply to any portion of the MSUs that vest after the time you become Retirement eligible under the Plan, and could apply in other cases as well). Settlement of MSUs that directly or indirectly result from adjustments to MSUs shall occur at the time of settlement of the granted MSUs. Until shares are delivered to you in settlement of MSUs, you shall have none of the rights of a stockholder of the Company with respect to the shares issuable in settlement of the MSUs, including the right to vote the shares and receive actual dividends and other distributions on the underlying shares of Common Stock. Shares of stock issuable in settlement of MSUs shall be delivered to you upon settlement in certificated form or in such other manner as the Company may reasonably determine. At that time, you will have all of the rights of a stockholder of the Company.
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(c)
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Retirement. In the event of your Retirement (as that term is defined in Plan Section 2(x)(i)) at or after your 65th birthday and prior to the end of the Restricted Period, the continuous employment requirement shall be eliminated and you shall vest in and be entitled to settlement of (i.e., the Restricted Period shall expire with respect to) any MSUs that have not previously been vested or forfeited, provided that you have been continuously employed by the Company or a subsidiary of the Company for at least one year following the Award Date and your employment has not been terminated by the Company or a subsidiary of the Company for misconduct or other conduct deemed detrimental to the interests of the Company. Any MSU that vests upon your Retirement shall vest based on the Payout Factor determined by substituting for the Measurement Date either (i) the first trading day of the first month following your last day of work; (ii) your last day of work if such date occurs on the first trading day of a month; or (iii) the date of a Change in Control, if a Change in Control has occurred before your Retirement.
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(d)
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Early Retirement; Termination not for Misconduct/Detrimental Conduct. This Section 2(d) shall apply in the event of (1) your Retirement (as that term is defined in Plan Sections 2(x)(ii) or 2(x)(iii)) (A) at or after age 55 with at least 10 years of service or (B) after attaining eligibility for the “Rule of 70” or (2) the termination of your employment by the Company or a subsidiary of the Company for reasons other than misconduct or other conduct deemed detrimental to the interests of the Company or a subsidiary of the Company (and you are not eligible for Retirement). If one of the events described in the preceding sentence occurs before the end of the Restricted Period, the continuous employment requirement shall be eliminated and you shall vest in and be entitled to settlement of (i.e., the Restricted Period shall expire with respect to) a proportionate number of the MSUs that would otherwise have vested on the vesting date that next follows the date on which the event occurs, provided that you have been continuously employed
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(e)
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Death. In the event of your death during the Restricted Period, the continuous employment requirement shall be eliminated and your estate or legal heirs, as applicable, shall vest in and be entitled to settlement of (i.e., the Restricted Period shall expire with respect to) a proportionate number of the MSUs that would otherwise have vested on the vesting date that next follows the date on which your death occurs, provided that you have been continuously employed by the Company for at least one year following the Award Date. Any MSU that vests upon your death shall vest based on the Payout Factor determined by substituting for the Measurement Date either (i) the first trading day of the first month following your last day of work; (ii) your last day of work if such date occurs on the first trading day of a month; or (iii) the date of a Change in Control, if a Change in Control has occurred before your death. The formula for determining the proportionate number of your MSUs to become vested and non-forfeitable upon your death is available by request from the Office of the Corporate Secretary at 430 E. 29th Street, 14th Floor, New York, New York 10016. In the event of your death prior to the delivery of shares in settlement of MSUs (not previously forfeited), shares in settlement of your MSUs shall be delivered to your estate or legal heirs, as applicable, upon presentation to the Committee of letters testamentary or other documentation satisfactory to the Committee, and your estate or legal heirs, as applicable, shall succeed to any other rights provided hereunder in the event of your death.
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(f)
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Disability. In the event you become Disabled (as that term is defined below), for the period during which you continue to be deemed to be employed by the Company or a subsidiary of the Company (i.e., the period during which you receive Disability benefits), you will not be deemed to have terminated employment for purposes of the MSUs. However, no period of continued disability shall continue beyond 29 months for purposes of the MSUs, at which time you will have considered to have separated from service in accordance with applicable laws as more fully provided for herein. Upon the termination of your receipt of Disability benefits, (i) you will not be deemed to have terminated employment if you return to employment status, and (ii) if you do not return to employment status or are considered to have separated from service as noted above, you will be deemed to have terminated
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(g)
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Qualifying Termination Following Change in Control. In the event your employment is terminated by reason of a Qualifying Termination during the Protected Period following a Change in Control, the continuous employment requirement shall be eliminated and you shall vest in and be entitled to settlement of (i.e., the Restricted Period shall expire with respect to) any MSUs that have not previously been forfeited. Any MSU that vests following a Qualifying Termination during the applicable Protected Period following a Change in Control shall vest based on the Payout Factor determined by substituting for the Measurement Date the date of the Change in Control.
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(h)
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Other Termination of Employment. In the event of your voluntary termination, or termination by the Company or a subsidiary for misconduct or other conduct deemed by the Company to be detrimental to the interests of the Company or a subsidiary of the Company, you shall forfeit all unvested MSUs on the date of termination.
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(i)
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Celgene Severance Plan. As a condition to receiving the MSUs, you acknowledge and agree that (i) the MSUs are subject to performance-based vesting conditions within the meaning of, if applicable, Section 6(e) of the Celgene Corporation U.S. Employee Change in Control Severance Plan (as may be amended and restated from time to time, the “Celgene Severance Plan”), and (ii) the level of performance deemed achieved upon any involuntary termination within two years of a Change in Control (as defined in the Celgene Severance Plan) will be deemed to be below minimum such that no vesting will be deemed to have occurred pursuant to Section 6(e) of the Celgene Severance Plan. Without limiting the foregoing, as a condition to receiving and holding the MSUs, you further (i) agree that this Section 2 of the Agreement will apply upon any termination and Section 6(e) of the Celgene Severance Plan, will not apply, (ii) agree that the actual or deemed acceptance of this Award constitutes written consent to the amendment of the Celgene Severance Plan in a manner consistent with this Section 2(i), and (iii) agree that this Award grant will be immediately terminated and forfeited if Section 6(e) of the Celgene Severance Plan is not considered to be validly amended hereby or otherwise applies to this Agreement.
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(j)
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Other Terms.
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(i)
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In the event that you fail promptly to pay or make satisfactory arrangements as to the Tax-Related Items as provided in Section 4, all MSUs subject to restriction shall be forfeited by you and shall be deemed to be reacquired by the Company.
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(ii)
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You may, at any time prior to the expiration of the Restricted Period, waive all rights with respect to all or some of the MSUs by delivering to the Company a written notice of such waiver.
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(iii)
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Termination of employment includes any event if immediately thereafter you are no longer an employee of the Company or any subsidiary of the Company, subject to Section 2(j) hereof. References in this Section 2 to employment by the Company include employment by a subsidiary of the Company. Termination of employment means an event after which you are no longer employed by the Company or any subsidiary of the Company. Such an event could include the disposition of a subsidiary or business unit by the Company or a subsidiary.
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(iv)
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Upon any termination of your employment, any MSUs as to which the Restricted Period has not expired at or before such termination shall be forfeited, subject to Sections 2(c)-(g) hereof. Other provisions of this Agreement notwithstanding, in no event will an MSU that has been forfeited thereafter vest or be settled.
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(v)
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In the event of termination of your employment (whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), unless otherwise provided in this Agreement or determined by the Company, your right to vest in the MSUs under the Plan, if any, will terminate effective as of the date that you are no longer actively providing services and will not be extended by any notice period (e.g., active services would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Company shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your MSUs (including whether you may still be considered to be providing services while on a leave of absence).
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(vi)
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In any case in which you are required to execute a release as a condition to vesting and settlement of the MSUs, the applicable procedure shall be as specified under Plan Section 11(k)(v), except that the deadline for complying with such condition shall be the period provided in this Agreement.
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(vii)
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You agree that the Company may recover any compensation received by you under this Agreement if such recovery is pursuant to a clawback or recoupment policy approved by the Committee.
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(k)
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The following events shall not be deemed a termination of employment:
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(i)
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A transfer of you from the Company to a subsidiary of the Company, or vice versa, or from one subsidiary of the Company to another; and
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(ii)
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A leave of absence from which you return to active service for any purpose approved by the Company or a subsidiary of the Company in writing.
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(l)
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As more fully provided for in the Plan, notwithstanding any provision herein, in any Award or in the Plan to the contrary, the terms of any Award shall be limited to those terms permitted under Code Section 409A including all applicable regulations and administrative guidance thereunder (“Section 409A”), and any terms not permitted under Section 409A shall be automatically modified and limited to the extent necessary to conform with Section 409A, but only to the extent such modification or limitation is permitted under Section 409A.
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3.
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NON-COMPETITION AND NON-SOLICITATION AGREEMENT AND COMPANY RIGHT TO INJUNCTIVE RELIEF, DAMAGES, RESCISSION, FORFEITURE AND OTHER REMEDIES
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(a)
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Confidentiality Obligations and Agreement. By accepting this Agreement, you agree and/or reaffirm the terms of all agreements related to treatment of Confidential Information that you signed at the inception of or during your employment, the terms of which are incorporated herein by reference. This includes, but is not limited to, use or disclosure of any BMS Confidential Information, Proprietary Information, or Trade Secrets to third parties. Confidential Information, Proprietary Information, and Trade Secrets include, but are not limited to, any information gained in the course of your employment with BMS that is marked as confidential or could reasonably be expected to harm BMS if disclosed to third parties, including without limitation, any information that could reasonably be expected to aid a competitor or potential competitor in making inferences regarding the nature of BMS’s business activities, where such inferences could reasonably be expected to allow such competitor to compete more effectively with BMS. You agree that you will not remove or disclose BMS Confidential Information, Proprietary Information or Trade Secrets. Unauthorized removal includes forwarding or downloading confidential information to personal email or other electronic media and/or copying the information to personal unencrypted thumb drives, cloud storage or drop box. Immediately upon termination of your employment for any reason, you will return to BMS all of BMS’s confidential and other business materials that you have or that are in your possession or control and all copies thereof, including all tangible embodiments thereof, whether in hard copy or electronic format and you shall not retain any versions thereof on any personal computer or any other media (e.g., flash drives, thumb drives, external hard drives and the like). In addition, you will thoroughly search personal electronic devices, drives, cloud-based storage, email, cell phones, and social media to ensure that all BMS information has been deleted. In the event that you commingle personal and BMS confidential information on these devices or storage media, you hereby consent to the removal and permanent deletion of all information on these devices and media. Nothing in this paragraph or Agreement limits or prohibits your right to report potential violations of law, rules, or regulations to, or communicate with, cooperate with, testify before, or otherwise assist in an investigation or proceeding by, any government agency or entity, or engage in any other
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(b)
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Inventions. To the extent permitted by local law, you agree and/or reaffirm the terms of all agreements related to inventions that you signed at the inception of or during your employment, and agree to promptly disclose and assign to BMS all of your interest in any and all inventions, discoveries, improvements and business or marketing concepts related to the current or contemplated business or activities of BMS, and which are conceived or made by you, either alone or in conjunction with others, at any time or place during the period you are employed by BMS. Upon request of BMS, including after your termination, you agree to execute, at BMS’s expense, any and all applications, assignments, or other documents which BMS shall determine necessary to apply for and obtain letters patent to protect BMS’s interest in such inventions, discoveries, and improvements and to cooperate in good faith in any legal proceedings to protect BMS’s intellectual property.
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(c)
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Non-Competition, Non-Solicitation and Related Covenants. By accepting this Agreement, you agree to the restrictive covenants outlined in this section unless expressly prohibited by local law or as follows. Given the extent and nature of the confidential information that you have obtained or will obtain during the course of your employment with BMS, it would be inevitable or, at the least, substantially probable that such confidential information would be disclosed or utilized by you should you obtain employment from, or otherwise become associated with, an entity or person that is engaged in a business or enterprise that directly competes with BMS. Even if not inevitable, it would be impossible or impracticable for BMS to monitor your strict compliance with your confidentiality obligations. Consequently, you agree that you will not, directly or indirectly:
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(i)
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during the Covenant Restricted Period (as defined below), own or have any financial interest in a Competitive Business (as defined below), except that nothing in this clause shall prevent you from owning one per cent or less of the outstanding securities of any entity whose securities are traded on a U.S. national securities exchange (including NASDAQ) or an equivalent foreign exchange;
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(ii)
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during the Covenant Restricted Period, whether or not for compensation, either on your own behalf or as an employee, officer, agent, consultant, director, owner, partner, joint venturer, shareholder, investor, or in any other capacity, be actively connected with a Competitive Business or otherwise advise or assist a Competitive Business with regard to any product, investigational compound, technology, service or line of business that competes with any product, investigational compound, technology, service or line of business with which you worked or about which you became familiar as a result of your employment with BMS;
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(iii)
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for employees in an executive, management, supervisory or business unit lead role at the time of termination, you will not, during the Covenant Restricted Period, employ, solicit for employment, solicit, induce, encourage, or participate in soliciting, inducing or encouraging any BMS employee who is employed by BMS or who was employed by BMS within the twelve months preceding the termination of your employment with BMS for any reason, to terminate or reduce his or her or its relationship with BMS. This restriction includes, but is not limited to, participation by you in any and all parts of the staffing and hiring processes
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(iv)
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during the Covenant Restricted Period, solicit, induce, encourage, or appropriate or attempt to solicit, divert or appropriate, by use of Confidential Information or otherwise, any existing or prospective customer, vendor or supplier of BMS that you became aware of or was introduced to in the course of your duties for BMS, to terminate, cancel or otherwise reduce its relationship with BMS, and;
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(v)
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during the Covenant Restricted Period, engage in any activity that is harmful to the interests of BMS, including, without limitation, any conduct during the term of your employment that violates BMS’s Standards of Business Conduct and Ethics, securities trading policy and other policies.
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(d)
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Rescission, Forfeiture and Other Remedies. If BMS determines that you have violated any applicable provisions of 3(c) above during the Covenant Restricted Period, in addition to injunctive relief and damages, you agree and covenant that:
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(i)
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any portion of the MSUs not vested or settled shall be immediately rescinded;
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(ii)
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you shall automatically forfeit any rights you may have with respect to the MSUs as of the date of such determination;
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(iii)
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if any part of the MSUs vested within the twelve-month period immediately preceding a violation of Section 3(c) above (or vested following the date of any such violation), upon BMS’s demand, you shall immediately deliver to it a certificate or certificates for shares of Common Stock that you acquired upon settlement of such MSUs (or an equivalent number of other shares), including any shares of Common Stock that may have been withheld or sold to cover withholding obligations for Tax-Related Items; and
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(iv)
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the foregoing remedies set forth in this Section 3(d) shall not be BMS’s exclusive remedies. BMS reserves all other rights and remedies available to it at law or in equity.
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(e)
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Definitions. For purposes of this Agreement, the following definitions shall apply:
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(i)
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“Competitive Business” means any business that is engaged in or is about to become engaged in the development, production or sale of any product, investigational compound, technology, process, service or line of business concerning the treatment of any disease, which product, investigational compound, technology, process, service or line of business resembles or competes with any product, investigational compound, technology, process, service or line of business that was sold by, or in development at, BMS during your employment with BMS.
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(ii)
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The “Covenant Restricted Period” for purposes of paragraph 3(c)(iii) and 3(c)(iv) shall be the period during which you are employed by BMS and twelve (12) months after the end of your term of employment with and/or work for BMS for any reason, (e.g., restriction applies regardless of the reason for termination and includes voluntary and involuntary termination). The “Covenant Restricted Period” for purposes of paragraphs 3(c)(i), 3(c)(ii) and 3(c)(ii) shall be the period
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(iii)
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“BMS” means the Company, all related companies, affiliates, subsidiaries, parents, successors, assigns and all organizations acquired by the foregoing.
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(f)
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Severability. You acknowledge and agree that the period and scope of restriction imposed upon you by this Section 3 are fair and reasonable and are reasonably required for the protection of BMS. In case any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired and this Agreement shall nevertheless continue to be valid and enforceable as though the invalid provisions were not part of this Agreement. If the final judgment of a court of competent jurisdiction or other authority declares that any term or provision hereof is invalid, illegal or unenforceable, the parties agree that the court making such determination shall have the power to reduce the scope, duration, area or applicability of the term or provision, to delete specific words or phrases, or to replace any invalid, illegal or unenforceable term or provision with a term or provision that is valid, legal and enforceable to the maximum extent permissible under law and that comes closest to expressing the intention of the invalid, illegal or unenforceable term or provision. You acknowledge and agree that your covenants under this Agreement are ancillary to your employment relationship with BMS, but shall be independent of any other contractual relationship between you and BMS. Consequently, the existence of any claim or cause of action that you may have against BMS shall not constitute a defense to the enforcement of this Agreement by BMS, nor an excuse for noncompliance with this Agreement.
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(g)
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Additional Remedies. You acknowledge and agree that any violation by you of this paragraph will cause irreparable harm to BMS and BMS cannot be adequately compensated for such violation by damages. Accordingly, if you violate or threaten to violate this Agreement, then, in addition to any other rights or remedies that BMS may have in law or in equity, BMS shall be entitled, without the posting of a bond or other security, to obtain an injunction to stop or prevent such violation, including but not limited to obtaining a temporary or preliminary injunction from a Delaware court pursuant to Section 1(a) of the Mutual Arbitration Agreement (if applicable) and Section 14 of this Agreement. You further agree that if BMS incurs legal fees or costs in enforcing this Agreement, you will reimburse BMS for such fees and costs.
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(h)
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Binding Obligations. These obligations shall be binding both upon you, your assigns, executors, administrators and legal representatives. At the inception of or during the course of your employment, you may have executed agreements that contain similar terms. Those agreements remain in full force and effect. In the event that there is a conflict between the terms of those agreements and this Agreement, this Agreement will control.
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(i)
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Enforcement. BMS retains discretion regarding whether or not to enforce the terms of the covenants contained in this Section 3 and its decision not to do so in your instance or anyone’s case shall not be considered a waiver of BMS’s right to do so.
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(j)
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Duty to Notify BMS and Third Parties. During your employment with BMS and for a period of 12 months after your termination of employment from BMS, you shall
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4.
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RESPONSIBILITY FOR TAXES
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(a)
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withholding from your wages or other cash compensation payable to you by the Company and/or the Employer; or
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(b)
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withholding from proceeds of the sale of shares of Common Stock acquired upon settlement of the MSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); or
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(c)
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withholding in shares of Common Stock to be issued upon settlement of the MSUs;
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5.
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DIVIDENDS AND ADJUSTMENTS
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(a)
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Dividends or dividend equivalents are not paid, accrued or accumulated on MSUs during the Restricted Period, except as provided in Section 5(b).
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(b)
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The number of your MSUs and/or other related terms shall be appropriately adjusted, in order to prevent dilution or enlargement of your rights with respect to MSUs, to reflect any changes relating to the outstanding shares of Common Stock resulting from any event referred to in Plan Section 11(c) (excluding any payment of ordinary dividends on Common Stock) or any other “equity restructuring” as defined in FASB ASC Topic 718.
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6.
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EFFECT ON OTHER BENEFITS
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7.
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ACKNOWLEDGMENT OF NATURE OF PLAN AND MSUs
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(a)
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The Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
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(b)
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The Award of MSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of MSUs, or benefits in lieu of MSUs even if MSUs have been awarded in the past;
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(c)
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All decisions with respect to future awards of MSUs or other awards, if any, will be at the sole discretion of the Company;
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(d)
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Your participation in the Plan is voluntary;
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(e)
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The MSUs and the shares of Common Stock subject to the MSUs are not intended to replace any pension rights or compensation;
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(f)
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Unless otherwise agreed by the Company, the MSUs and the Common Stock subject to the MSUs, and the income from and value of the same, are not granted as consideration for, or in connection with, the service you may provide as a director of a subsidiary or an affiliate of the Company;
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(g)
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The future value of the underlying shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty;
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(h)
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No claim or entitlement to compensation or damages arises from the forfeiture of MSUs, resulting from termination of your employment with the Company, or any of its subsidiaries or affiliates, including the Employer (whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any);
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(i)
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Unless otherwise provided in the Plan or by the Company in its discretion, the MSUs and the benefits evidenced by this Agreement do not create any entitlement to have the MSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Company; and
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(j)
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Neither the Company, the Employer nor any subsidiary or affiliate of the Company shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the MSUs or of any amounts due to you pursuant to the settlement of the MSUs or the subsequent sale of any shares of Common Stock acquired upon settlement.
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8.
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NO ADVICE REGARDING GRANT
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9.
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RIGHT TO CONTINUED EMPLOYMENT
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10.
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ADMINISTRATION; UNFUNDED OBLIGATIONS
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11.
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DEEMED ACCEPTANCE
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12.
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AMENDMENT TO PLAN
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13.
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SEVERABILITY AND VALIDITY
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14.
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GOVERNING LAW, JURISDICTION AND VENUE
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(a)
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If you are subject to the Mutual Arbitration Agreement, any dispute that arises under this Market Share Unit grant or Agreement shall be governed by the Mutual Arbitration Agreement. Any application to a court under Section 1(a) of the Mutual Arbitration Agreement for temporary or preliminary injunctive relief in aid of arbitration or for the maintenance of the status quo pending arbitration shall exclusively be brought and conducted in the courts of Wilmington, Delaware, or the federal courts for the United States District Court for the District of Delaware, and no other courts where this Market Share Unit grant is made and/or performed. The parties hereby submit to and consent to the jurisdiction of the State of Delaware for purposes of any such application for injunctive relief.
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(b)
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If you are not subject to the Mutual Arbitration Agreement, this Agreement and Award grant shall be governed by the substantive laws (but not the choice of law rules) of the State of Delaware. For purposes of litigating any dispute that arises under this Market Share Unit grant or Agreement, the parties hereby submit to and consent to the jurisdiction of the State of Delaware, agree that such litigation shall exclusively be conducted in the courts of Wilmington, Delaware, or the federal courts for the United States District Court for the District of Delaware, and no other courts where this Market Share Unit grant is made and/or performed.
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15.
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SUCCESSORS
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16.
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ELECTRONIC DELIVERY AND ACCEPTANCE
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17.
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INSIDER TRADING/MARKET ABUSE LAWS
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18.
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LANGUAGE
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19.
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COMPLIANCE WITH LAWS AND REGULATIONS
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20.
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ENTIRE AGREEMENT AND NO ORAL MODIFICATION OR WAIVER
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21.
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ADDENDUM A
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22.
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FOREIGN ASSET/ACCOUNT REPORTING REQUIREMENTS AND EXCHANGE CONTROLS
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23.
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IMPOSITION OF OTHER REQUIREMENTS
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For the Company
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Bristol-Myers Squibb Company
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By
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/s/ Ann Powell
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Ann Powell
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Chief Human Resources Officer
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1.
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MARKET SHARE UNITS AWARD
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2.
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RESTRICTIONS, FORFEITURES, AND SETTLEMENT
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(A) Tranche
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(B) MSUs in Tranche
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(C) Vesting Date
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(D) Payout Factor
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(E) Number of MSUs Vested
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1
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25% of Total
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1st Anniversary of Award Date
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Share Price on Measurement Date divided by Share Price on Award Date
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MSUs in Tranche (Column B) times Payout Factor (Column D)
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2
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25% of Total
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2nd Anniversary of Award Date
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Share Price on Measurement Date divided by Share Price on Award Date
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MSUs in Tranche (Column B) times Payout Factor (Column D)
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3
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25% of Total
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3rd Anniversary of Award Date
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Share Price on Measurement Date divided by Share Price on Award Date
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MSUs in Tranche (Column B) times Payout Factor (Column D)
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4
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25% of Total
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4th Anniversary of Award Date
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Share Price on Measurement Date divided by Share Price on Award Date
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MSUs in Tranche (Column B) times Payout Factor (Column D)
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(A)
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“Share Price” shall equal the average of the closing share price of the Company’s Common Stock on the Measurement Date or Award Date, as applicable, and the nine trading days immediately preceding the Measurement Date or Award Date. If there were no trades on the Measurement Date or Award Date, the closing price on the most recent date preceding the Measurement Date or Award Date, as applicable, on which there were trades and the nine trading days immediately preceding that date shall be used.
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(B)
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“Payout Factor” shall be rounded to the nearest hundredth (two places after the decimal), except that if the “Payout Factor” equals more than 2.00, the Payout Factor used in Column E shall be 2.00. Notwithstanding the formula in the table, the Payout Factor for any vesting date that occurs on or after a Change in Control shall equal the Share Price on the date of the Change in Control divided by the Share Price on the Award Date.
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(C)
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“Measurement Date” shall mean the February 28 immediately preceding the vesting date for each tranche.
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(a)
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Nontransferability. During the Restricted Period and any further period prior to settlement of your MSUs, you may not sell, transfer, pledge or assign any of the MSUs or your rights
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(b)
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Time of Settlement. MSUs shall be settled promptly upon expiration of the Restricted Period without forfeiture of the MSUs (i.e., upon vesting), but in any event within 60 days of expiration of the Restricted Period, by delivery of one share of Common Stock for each MSU being settled, or, at the discretion of the Company, the cash equivalent thereof; provided, however, that settlement of an MSU shall be subject to Plan Section 14(c) and Section 2(l) below, including, if applicable, the six-month delay rule in Section 2(l)(ii) below, to the extent the MSUs are subject to Section 409A, payment is on account of your “separation from service” and you are a “key employee,” both within the meaning of Section 409A; provided further, that no dividend or dividend equivalents will be paid, accrued or accumulated in respect of the period during which settlement was delayed. (Note: This rule may apply to any portion of the MSUs that vest after the time you become Retirement eligible under the Plan, and could apply in other cases as well). Settlement of MSUs that directly or indirectly result from adjustments to MSUs shall occur at the time of settlement of the granted MSUs. Until shares are delivered to you in settlement of MSUs, you shall have none of the rights of a stockholder of the Company with respect to the shares issuable in settlement of the MSUs, including the right to vote the shares and receive actual dividends and other distributions on the underlying shares of Common Stock. Shares of stock issuable in settlement of MSUs shall be delivered to you upon settlement in certificated form or in such other manner as the Company may reasonably determine. At that time, you will have all of the rights of a stockholder of the Company.
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(c)
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Retirement. In the event of your Retirement (as that term is defined in Plan Section 2(jj)(i)) at or after your 65th birthday and prior to the end of the Restricted Period, the continuous employment requirement shall be eliminated and you shall vest in and be entitled to settlement of (i.e., the Restricted Period shall expire with respect to) any MSUs that have not previously been vested or forfeited, provided that you have been continuously employed by the Company or a subsidiary of the Company for at least one year following the Award Date and your employment has not been terminated by the Company or a subsidiary of the Company for misconduct or other conduct deemed detrimental to the interests of the Company. Any MSU that vests upon your Retirement shall vest based on the Payout Factor determined by substituting for the Measurement Date either (i) the first trading day of the first month following your last day of work; (ii) your last day of work if such date occurs on the first trading day of a month; or (iii) the date of a Change in Control, if a Change in Control has occurred before your Retirement.
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(d)
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Early Retirement; Termination not for Misconduct/Detrimental Conduct. This Section 2(d) shall apply in the event of (1) your Retirement (as that term is defined in Plan Sections 2(jj)(ii) or 2(jj)(iii)) (A) at or after age 55 with at least 10 years of service or (B) after attaining eligibility for the “Rule of 70” or (2) the termination of your employment by the Company or a subsidiary of the Company for reasons other than misconduct or other conduct deemed detrimental to the interests of the Company or a subsidiary of the Company (and you are not eligible for Retirement). If one of the events described in the preceding sentence occurs before the end of the Restricted Period, the continuous employment requirement shall be eliminated and you shall vest in and be entitled to settlement of (i.e., the Restricted Period shall expire with respect to) a proportionate number of the MSUs that would otherwise have vested on the vesting date that next follows the date on which the event occurs, provided that you have been continuously employed
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(e)
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Death. In the event of your death during the Restricted Period, the continuous employment requirement shall be eliminated and your estate or legal heirs, as applicable, shall vest in and be entitled to settlement of (i.e., the Restricted Period shall expire with respect to) a proportionate number of the MSUs that would otherwise have vested on the vesting date that next follows the date on which your death occurs, provided that you have been continuously employed by the Company for at least one year following the Award Date. Any MSU that vests upon your death shall vest based on the Payout Factor determined by substituting for the Measurement Date either (i) the first trading day of the first month following your last day of work; (ii) your last day of work if such date occurs on the first trading day of a month; or (iii) the date of a Change in Control, if a Change in Control has occurred before your death. The formula for determining the proportionate number of your MSUs to become vested and non-forfeitable upon your death is available by request from the Office of the Corporate Secretary at 430 E. 29th Street, 14th Floor, New York, New York 10016. In the event of your death prior to the delivery of shares in settlement of MSUs (not previously forfeited), shares in settlement of your MSUs shall be delivered to your estate or legal heirs, as applicable, upon presentation to the Committee of letters testamentary or other documentation satisfactory to the Committee, and your estate or legal heirs, as applicable, shall succeed to any other rights provided hereunder in the event of your death.
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(f)
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Disability. In the event you become Disabled (as that term is defined below), for the period during which you continue to be deemed to be employed by the Company or a subsidiary of the Company (i.e., the period during which you receive Disability benefits), you will not be deemed to have terminated employment for purposes of the MSUs. However, no period of continued disability shall continue beyond 29 months for purposes of the MSUs, at which time you will have considered to have separated from service in accordance with applicable laws as more fully provided for herein. Upon the termination of your receipt of Disability benefits, (i) you will not be deemed to have terminated employment if you return to employment status, and (ii) if you do not return to employment status or are considered to have separated from service as noted above, you will be deemed to have terminated
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(g)
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Qualifying Termination Following Change in Control. In the event your employment is terminated by reason of a Qualifying Termination during the Protected Period following a Change in Control, the continuous employment requirement shall be eliminated and you shall vest in and be entitled to settlement of (i.e., the Restricted Period shall expire with respect to) any MSUs that have not previously been forfeited. Any MSU that vests following a Qualifying Termination during the applicable Protected Period following a Change in Control shall vest based on the Payout Factor determined by substituting for the Measurement Date the date of the Change in Control.
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(h)
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Other Termination of Employment. In the event of your voluntary termination, or termination by the Company or a subsidiary for misconduct or other conduct deemed by the Company to be detrimental to the interests of the Company or a subsidiary of the Company, you shall forfeit all unvested MSUs on the date of termination.
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(i)
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Celgene Severance Plan. As a condition to receiving the MSUs, you acknowledge and agree that (i) the MSUs are subject to performance-based vesting conditions within the meaning of, if applicable, Section 6(e) of the Celgene Corporation U.S. Employee Change in Control Severance Plan (as may be amended and restated from time to time, the “Celgene Severance Plan”), and (ii) the level of performance deemed achieved upon any involuntary termination within two years of a Change in Control (as defined in the Celgene Severance Plan) will be deemed to be below minimum such that no vesting will be deemed to have occurred pursuant to Section 6(e) of the Celgene Severance Plan. Without limiting the foregoing, as a condition to receiving and holding the MSUs, you further (i) agree that this Section 2 of the Agreement will apply upon any termination and Section 6(e) of the Celgene Severance Plan, will not apply, (ii) agree that the actual or deemed acceptance of this Award constitutes written consent to the amendment of the Celgene Severance Plan in a manner consistent with this Section 2(i), and (iii) agree that this Award grant will be immediately terminated and forfeited if Section 6(e) of the Celgene Severance Plan is not considered to be validly amended hereby or otherwise applies to this Agreement.
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(j)
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Other Terms.
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(i)
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In the event that you fail promptly to pay or make satisfactory arrangements as to the Tax-Related Items as provided in Section 4, all MSUs subject to restriction shall be forfeited by you and shall be deemed to be reacquired by the Company.
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(ii)
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You may, at any time prior to the expiration of the Restricted Period, waive all rights with respect to all or some of the MSUs by delivering to the Company a written notice of such waiver.
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(iii)
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Termination of employment includes any event if immediately thereafter you are no longer an employee of the Company or any subsidiary of the Company, subject to Section 2(j) hereof. References in this Section 2 to employment by the Company include employment by a subsidiary of the Company. Termination of employment means an event after which you are no longer employed by the Company or any subsidiary of the Company. Such an event could include the disposition of a subsidiary or business unit by the Company or a subsidiary.
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(iv)
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Upon any termination of your employment, any MSUs as to which the Restricted Period has not expired at or before such termination shall be forfeited, subject to Sections 2(c)-(g) hereof. Other provisions of this Agreement notwithstanding, in no event will an MSU that has been forfeited thereafter vest or be settled.
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(v)
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In the event of termination of your employment (whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), unless otherwise provided in this Agreement or determined by the Company, your right to vest in the MSUs under the Plan, if any, will terminate effective as of the date that you are no longer actively providing services and will not be extended by any notice period (e.g., active services would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Company shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your MSUs (including whether you may still be considered to be providing services while on a leave of absence).
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(vi)
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In any case in which you are required to execute a release as a condition to vesting and settlement of the MSUs, the Company will supply you with a form of such release or other agreement not later than the date of your separation from service, which must be returned within the time period required by law (or ten business days if no legally mandated period applies) and you must not revoke within the applicable time period (if any) in order for you to satisfy any such condition. If any amount payable during a fixed period following separation from service is subject to such a requirement and the fixed period could begin in one year and end in the next, payment shall be made or commenced to be made in the next year regardless of when you return the release or other agreement.
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(vii)
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You agree that the Company may recover any compensation received by you under this Agreement if such recovery is pursuant to a clawback or recoupment policy approved by the Committee.
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(k)
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The following events shall not be deemed a termination of employment:
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(i)
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A transfer of you from the Company to a subsidiary of the Company, or vice versa, or from one subsidiary of the Company to another; and
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(ii)
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A leave of absence from which you return to active service for any purpose approved by the Company or a subsidiary of the Company in writing.
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(l)
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As more fully provided for in the Plan, notwithstanding any provision herein, in any Award or in the Plan to the contrary, the terms of any Award shall be limited to those terms permitted under Code Section 409A including all applicable regulations and administrative guidance thereunder (“Section 409A”), and any terms not permitted under Section 409A shall be automatically modified and limited to the extent necessary to conform with Section 409A, but only to the extent such modification or limitation is permitted under Section 409A.
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(i)
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A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for a payment that constitutes a deferral of compensation under Code Section 409A upon or following a termination of your employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean a “separation from service” within the meaning of Code Section 409A.
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(ii)
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Notwithstanding any provision to the contrary in the Plan or in this Agreement, if you are deemed on the date of your termination of employment to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any such payment under the Award, to the extent required to be delayed in compliance with Section 409A(a)(2)(B) of the Code, such payment shall not be made prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of your “separation from service” within the meaning of Code Section 409A, and (ii) the date of your death.
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3.
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NON-COMPETITION AND NON-SOLICITATION AGREEMENT AND COMPANY RIGHT TO INJUNCTIVE RELIEF, DAMAGES, RESCISSION, FORFEITURE AND OTHER REMEDIES
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(a)
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Confidentiality Obligations and Agreement. By accepting this Agreement, you agree and/or reaffirm the terms of all agreements related to treatment of Confidential Information
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(b)
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Inventions. To the extent permitted by local law, you agree and/or reaffirm the terms of all agreements related to inventions that you signed at the inception of or during your employment, and agree to promptly disclose and assign to BMS all of your interest in any and all inventions, discoveries, improvements and business or marketing concepts related to the current or contemplated business or activities of BMS, and which are conceived or made by you, either alone or in conjunction with others, at any time or place during the period you are employed by BMS. Upon request of BMS, including after your termination, you agree to execute, at BMS’s expense, any and all applications, assignments, or other documents which BMS shall determine necessary to apply for and obtain letters patent to protect BMS’s interest in such inventions, discoveries, and improvements and to cooperate in good faith in any legal proceedings to protect BMS’s intellectual property.
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(c)
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Non-Competition, Non-Solicitation and Related Covenants. By accepting this Agreement, you agree to the restrictive covenants outlined in this section unless expressly prohibited by local law or as follows. Given the extent and nature of the confidential information that you have obtained or will obtain during the course of your employment with BMS, it would be inevitable or, at the least, substantially probable that such confidential information would be disclosed or utilized by you should you obtain employment from, or otherwise become associated with, an entity or person that is engaged in a business or enterprise that directly competes with BMS. Even if not inevitable, it would be impossible or
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(i)
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during the Covenant Restricted Period (as defined below), own or have any financial interest in a Competitive Business (as defined below), except that nothing in this clause shall prevent you from owning one per cent or less of the outstanding securities of any entity whose securities are traded on a U.S. national securities exchange (including NASDAQ) or an equivalent foreign exchange;
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(ii)
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during the Covenant Restricted Period, whether or not for compensation, either on your own behalf or as an employee, officer, agent, consultant, director, owner, partner, joint venturer, shareholder, investor, or in any other capacity, be actively connected with a Competitive Business or otherwise advise or assist a Competitive Business with regard to any product, investigational compound, technology, service or line of business that competes with any product, investigational compound, technology, service or line of business with which you worked or about which you became familiar as a result of your employment with BMS;
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(iii)
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for employees in an executive, management, supervisory or business unit lead role at the time of termination, you will not, during the Covenant Restricted Period, employ, solicit for employment, solicit, induce, encourage, or participate in soliciting, inducing or encouraging any BMS employee who is employed by BMS or who was employed by BMS within the twelve months preceding the termination of your employment with BMS for any reason, to terminate or reduce his or her or its relationship with BMS. This restriction includes, but is not limited to, participation by you in any and all parts of the staffing and hiring processes involving a candidate regardless of the means by which the new employer became aware of the candidate;
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(iv)
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during the Covenant Restricted Period, solicit, induce, encourage, or appropriate or attempt to solicit, divert or appropriate, by use of Confidential Information or otherwise, any existing or prospective customer, vendor or supplier of BMS that you became aware of or was introduced to in the course of your duties for BMS, to terminate, cancel or otherwise reduce its relationship with BMS, and;
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(v)
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during the Covenant Restricted Period, engage in any activity that is harmful to the interests of BMS, including, without limitation, any conduct during the term of your employment that violates BMS’s Standards of Business Conduct and Ethics, securities trading policy and other policies.
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(d)
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Rescission, Forfeiture and Other Remedies. If BMS determines that you have violated any applicable provisions of 3(c) above during the Covenant Restricted Period, in addition to injunctive relief and damages, you agree and covenant that:
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(i)
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any portion of the MSUs not vested or settled shall be immediately rescinded;
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(ii)
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you shall automatically forfeit any rights you may have with respect to the MSUs as of the date of such determination;
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(iii)
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if any part of the MSUs vested within the twelve-month period immediately preceding a violation of Section 3(c) above (or vested following the date of any
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(iv)
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the foregoing remedies set forth in this Section 3(d) shall not be BMS’s exclusive remedies. BMS reserves all other rights and remedies available to it at law or in equity.
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(e)
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Definitions. For purposes of this Agreement, the following definitions shall apply:
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(i)
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“Competitive Business” means any business that is engaged in or is about to become engaged in the development, production or sale of any product, investigational compound, technology, process, service or line of business concerning the treatment of any disease, which product, investigational compound, technology, process, service or line of business resembles or competes with any product, investigational compound, technology, process, service or line of business that was sold by, or in development at, BMS during your employment with BMS.
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(ii)
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The “Covenant Restricted Period” for purposes of paragraph 3(c)(iii) and 3(c)(iv) shall be the period during which you are employed by BMS and twelve (12) months after the end of your term of employment with and/or work for BMS for any reason, (e.g., restriction applies regardless of the reason for termination and includes voluntary and involuntary termination). The “Covenant Restricted Period” for purposes of paragraphs 3(c)(i), 3(c)(ii) and 3(c)(ii) shall be the period of employment by BMS. In the event that BMS files an action to enforce rights arising out of this Agreement, the Covenant Restricted Period shall be extended for all periods of time in which you are determined by the Court or other authority to have been in violation of the provisions of Section 3(c).
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(iii)
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“BMS” means the Company, all related companies, affiliates, subsidiaries, parents, successors, assigns and all organizations acquired by the foregoing.
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(f)
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Severability. You acknowledge and agree that the period and scope of restriction imposed upon you by this Section 3 are fair and reasonable and are reasonably required for the protection of BMS. In case any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired and this Agreement shall nevertheless continue to be valid and enforceable as though the invalid provisions were not part of this Agreement. If the final judgment of a court of competent jurisdiction or other authority declares that any term or provision hereof is invalid, illegal or unenforceable, the parties agree that the court making such determination shall have the power to reduce the scope, duration, area or applicability of the term or provision, to delete specific words or phrases, or to replace any invalid, illegal or unenforceable term or provision with a term or provision that is valid, legal and enforceable to the maximum extent permissible under law and that comes closest to expressing the intention of the invalid, illegal or unenforceable term or provision. You acknowledge and agree that your covenants under this Agreement are ancillary to your employment relationship with BMS, but shall be independent of any other contractual relationship between you and BMS. Consequently, the existence of any claim or cause of action that
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(g)
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Additional Remedies. You acknowledge and agree that any violation by you of this paragraph will cause irreparable harm to BMS and BMS cannot be adequately compensated for such violation by damages. Accordingly, if you violate or threaten to violate this Agreement, then, in addition to any other rights or remedies that BMS may have in law or in equity, BMS shall be entitled, without the posting of a bond or other security, to obtain an injunction to stop or prevent such violation, including but not limited to obtaining a temporary or preliminary injunction from a Delaware court pursuant to Section 1(a) of the Mutual Arbitration Agreement (if applicable) and Section 14 of this Agreement. You further agree that if BMS incurs legal fees or costs in enforcing this Agreement, you will reimburse BMS for such fees and costs.
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(h)
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Binding Obligations. These obligations shall be binding both upon you, your assigns, executors, administrators and legal representatives. At the inception of or during the course of your employment, you may have executed agreements that contain similar terms. Those agreements remain in full force and effect. In the event that there is a conflict between the terms of those agreements and this Agreement, this Agreement will control.
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(i)
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Enforcement. BMS retains discretion regarding whether or not to enforce the terms of the covenants contained in this Section 3 and its decision not to do so in your instance or anyone’s case shall not be considered a waiver of BMS’s right to do so.
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(j)
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Duty to Notify BMS and Third Parties. During your employment with BMS and for a period of 12 months after your termination of employment from BMS, you shall communicate any post-employment obligations under this Agreement to each subsequent employer. You also authorize BMS to notify third parties, including without limitation, customers and actual or potential employers, of the terms of this Agreement and your obligations hereunder upon your separation from BMS or your separation from employment with any subsequent employer during the applicable Covenant Restricted Period, by providing a copy of this Agreement or otherwise.
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4.
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RESPONSIBILITY FOR TAXES
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(a)
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withholding from your wages or other cash compensation payable to you by the Company and/or the Employer; or
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(b)
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withholding from proceeds of the sale of shares of Common Stock acquired upon settlement of the MSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); or
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(c)
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withholding in shares of Common Stock to be issued upon settlement of the MSUs;
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5.
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DIVIDENDS AND ADJUSTMENTS
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(a)
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Dividends or dividend equivalents are not paid, accrued or accumulated on MSUs during the Restricted Period, except as provided in Section 5(b).
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(b)
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The number of your MSUs and/or other related terms shall be appropriately adjusted, in order to prevent dilution or enlargement of your rights with respect to MSUs, to reflect any changes relating to the outstanding shares of Common Stock resulting from any event
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6.
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EFFECT ON OTHER BENEFITS
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7.
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ACKNOWLEDGMENT OF NATURE OF PLAN AND MSUs
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(a)
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The Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
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(b)
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The Award of MSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of MSUs, or benefits in lieu of MSUs even if MSUs have been awarded in the past;
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(c)
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All decisions with respect to future awards of MSUs or other awards, if any, will be at the sole discretion of the Company;
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(d)
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Your participation in the Plan is voluntary;
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(e)
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The MSUs and the shares of Common Stock subject to the MSUs are not intended to replace any pension rights or compensation;
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(f)
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Unless otherwise agreed by the Company, the MSUs and the Common Stock subject to the MSUs, and the income from and value of the same, are not granted as consideration for, or in connection with, the service you may provide as a director of a subsidiary or an affiliate of the Company;
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(g)
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The future value of the underlying shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty;
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(h)
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No claim or entitlement to compensation or damages arises from the forfeiture of MSUs, resulting from termination of your employment with the Company, or any of its subsidiaries or affiliates, including the Employer (whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any);
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(i)
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Unless otherwise provided in the Plan or by the Company in its discretion, the MSUs and the benefits evidenced by this Agreement do not create any entitlement to have the MSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged,
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(j)
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Neither the Company, the Employer nor any subsidiary or affiliate of the Company shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the MSUs or of any amounts due to you pursuant to the settlement of the MSUs or the subsequent sale of any shares of Common Stock acquired upon settlement.
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8.
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NO ADVICE REGARDING GRANT
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9.
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RIGHT TO CONTINUED EMPLOYMENT
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10.
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ADMINISTRATION; UNFUNDED OBLIGATIONS
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11.
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DEEMED ACCEPTANCE
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12.
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AMENDMENT TO PLAN
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13.
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SEVERABILITY AND VALIDITY
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14.
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GOVERNING LAW, JURISDICTION AND VENUE
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(a)
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If you are subject to the Mutual Arbitration Agreement, any dispute that arises under this Market Share Unit grant or Agreement shall be governed by the Mutual Arbitration Agreement. Any application to a court under Section 1(a) of the Mutual Arbitration Agreement for temporary or preliminary injunctive relief in aid of arbitration or for the maintenance of the status quo pending arbitration shall exclusively be brought and conducted in the courts of Wilmington, Delaware, or the federal courts for the United States District Court for the District of Delaware, and no other courts where this Market Share Unit grant is made and/or performed. The parties hereby submit to and consent to the jurisdiction of the State of Delaware for purposes of any such application for injunctive relief.
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(b)
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If you are not subject to the Mutual Arbitration Agreement, this Agreement and Award grant shall be governed by the substantive laws (but not the choice of law rules) of the State of Delaware. For purposes of litigating any dispute that arises under this Market Share Unit grant or Agreement, the parties hereby submit to and consent to the jurisdiction of the State of Delaware, agree that such litigation shall exclusively be conducted in the courts of Wilmington, Delaware, or the federal courts for the United States District Court for the District of Delaware, and no other courts where this Market Share Unit grant is made and/or performed.
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15.
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SUCCESSORS
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16.
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ELECTRONIC DELIVERY AND ACCEPTANCE
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17.
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INSIDER TRADING/MARKET ABUSE LAWS
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18.
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LANGUAGE
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19.
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COMPLIANCE WITH LAWS AND REGULATIONS
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20.
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ENTIRE AGREEMENT AND NO ORAL MODIFICATION OR WAIVER
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21.
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ADDENDUM A
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22.
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FOREIGN ASSET/ACCOUNT REPORTING REQUIREMENTS AND EXCHANGE CONTROLS
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23.
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IMPOSITION OF OTHER REQUIREMENTS
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For the Company
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Bristol-Myers Squibb Company
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By
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/s/ Ann Powell
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Ann Powell
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Chief Human Resources Officer
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1.
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MARKET SHARE UNITS AWARD
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2.
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RESTRICTIONS, FORFEITURES, AND SETTLEMENT
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(A)
Tranche |
(B)
MSUs in Tranche |
(C)
Vesting Date |
(D)
Payout Factor |
(E)
Number of MSUs Vested |
1
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25% of Total
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1st Anniversary of Award Date
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Share Price on Measurement Date divided by Share Price on Award Date
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MSUs in Tranche (Column B) times Payout Factor (Column D)
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2
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25% of Total
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2nd Anniversary of Award Date
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Share Price on Measurement Date divided by Share Price on Award Date
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MSUs in Tranche (Column B) times Payout Factor (Column D)
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3
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25% of Total
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3rd Anniversary of Award Date
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Share Price on Measurement Date divided by Share Price on Award Date
|
MSUs in Tranche (Column B) times Payout Factor (Column D)
|
4
|
25% of Total
|
4th Anniversary of Award Date
|
Share Price on Measurement Date divided by Share Price on Award Date
|
MSUs in Tranche (Column B) times Payout Factor (Column D)
|
(A)
|
“Share Price” shall equal the average of the closing share price of the Company’s Common Stock on the Measurement Date or Award Date, as applicable, and the nine trading days immediately preceding the Measurement Date or Award Date. If there were no trades on the Measurement Date or Award Date, the closing price on the most recent date preceding the Measurement Date or Award Date, as applicable, on which there were trades and the nine trading days immediately preceding that date shall be used.
|
(B)
|
“Payout Factor” shall be rounded to the nearest hundredth (two places after the decimal), except that if the “Payout Factor” equals more than 2.00, the Payout Factor used in Column E shall be 2.00. Notwithstanding the formula in the table, the Payout Factor for any vesting date that occurs on or after a Change in Control shall equal the Share Price on the date of the Change in Control divided by the Share Price on the Award Date.
|
(C)
|
“Measurement Date” shall mean the February 28 immediately preceding the vesting date for each tranche.
|
(a)
|
Nontransferability. During the Restricted Period and any further period prior to settlement of your MSUs, you may not sell, transfer, pledge or assign any of the MSUs or your rights
|
(b)
|
Time of Settlement. MSUs shall be settled promptly upon expiration of the Restricted Period without forfeiture of the MSUs (i.e., upon vesting), but in any event within 60 days of expiration of the Restricted Period, by delivery of one share of Common Stock for each MSU being settled, or, at the discretion of the Company, the cash equivalent thereof; provided, however, that settlement of an MSU shall be subject to Plan Section 16.15(b), including, if applicable, the six-month delay rule in Plan Section 11(k)(i)(C) to the extent the MSUs are subject to Section 409A, payment is on account of your “separation from service” and you are a “key employee,” both within the meaning of Section 409A; provided further, that no dividend or dividend equivalents will be paid, accrued or accumulated in respect of the period during which settlement was delayed. (Note: This rule may apply to any portion of the MSUs that vest after the time you become Retirement eligible under the Plan, and could apply in other cases as well). Settlement of MSUs that directly or indirectly result from adjustments to MSUs shall occur at the time of settlement of the granted MSUs. Until shares are delivered to you in settlement of MSUs, you shall have none of the rights of a stockholder of the Company with respect to the shares issuable in settlement of the MSUs, including the right to vote the shares and receive actual dividends and other distributions on the underlying shares of Common Stock. Shares of stock issuable in settlement of MSUs shall be delivered to you upon settlement in certificated form or in such other manner as the Company may reasonably determine. At that time, you will have all of the rights of a stockholder of the Company.
|
(c)
|
Retirement. In the event of your Retirement (as that term is defined in Plan Section 2.36(b)(i)) at or after your 65th birthday and prior to the end of the Restricted Period, the continuous employment requirement shall be eliminated and you shall vest in and be entitled to settlement of (i.e., the Restricted Period shall expire with respect to) any MSUs that have not previously been vested or forfeited, provided that you have been continuously employed by the Company or a subsidiary of the Company for at least one year following the Award Date and your employment has not been terminated by the Company or a subsidiary of the Company for misconduct or other conduct deemed detrimental to the interests of the Company. Any MSU that vests upon your Retirement shall vest based on the Payout Factor determined by substituting for the Measurement Date either (i) the first trading day of the first month following your last day of work; (ii) your last day of work if such date occurs on the first trading day of a month; or (iii) the date of a Change in Control, if a Change in Control has occurred before your Retirement.
|
(d)
|
Early Retirement; Termination not for Misconduct/Detrimental Conduct. This Section 2(d) shall apply in the event of (1) your Retirement (as that term is defined in Plan Sections 2.36(b)(ii) or 2.36(b)(iii)) (A) at or after age 55 with at least 10 years of service or (B) after attaining eligibility for the “Rule of 70” or (2) the termination of your employment by the Company or a subsidiary of the Company for reasons other than misconduct or other conduct deemed detrimental to the interests of the Company or a subsidiary of the Company (and you are not eligible for Retirement). If one of the events described in the preceding sentence occurs before the end of the Restricted Period, the continuous employment requirement shall be eliminated and you shall vest in and be entitled to settlement of (i.e., the Restricted Period shall expire with respect to) a proportionate number of the MSUs that would otherwise have vested on the vesting date that next follows the date on which the event occurs, provided that you have been
|
(e)
|
Death. In the event of your death during the Restricted Period, the continuous employment requirement shall be eliminated and your estate or legal heirs, as applicable, shall vest in and be entitled to settlement of (i.e., the Restricted Period shall expire with respect to) a proportionate number of the MSUs that would otherwise have vested on the vesting date that next follows the date on which your death occurs, provided that you have been continuously employed by the Company for at least one year following the Award Date. Any MSU that vests upon your death shall vest based on the Payout Factor determined by substituting for the Measurement Date either (i) the first trading day of the first month following your last day of work; (ii) your last day of work if such date occurs on the first trading day of a month; or (iii) the date of a Change in Control, if a Change in Control has occurred before your death. The formula for determining the proportionate number of your MSUs to become vested and non-forfeitable upon your death is available by request from the Office of the Corporate Secretary at 430 E. 29th Street, 14th Floor, New York, New York 10016. In the event of your death prior to the delivery of shares in settlement of MSUs (not previously forfeited), shares in settlement of your MSUs shall be delivered to your estate or legal heirs, as applicable, upon presentation to the Committee of letters testamentary or other documentation satisfactory to the Committee, and your estate or legal heirs, as applicable, shall succeed to any other rights provided hereunder in the event of your death.
|
(f)
|
Disability. In the event you become Disabled (as that term is defined below), for the period during which you continue to be deemed to be employed by the Company or a subsidiary of the Company (i.e., the period during which you receive Disability benefits), you will not be deemed to have terminated employment for purposes of the MSUs. However, no period of continued disability shall continue beyond 29 months for purposes of the MSUs, at which time you will have considered to have separated from service in accordance with applicable laws as more fully provided for herein. Upon the termination of your receipt of Disability benefits, (i) you will not be deemed to have terminated employment if you return to employment status, and (ii) if you do not return to employment status or are considered
|
(g)
|
Qualifying Termination Following Change in Control. In the event your employment is terminated by reason of a Qualifying Termination during the Protected Period following a Change in Control, the continuous employment requirement shall be eliminated and you shall vest in and be entitled to settlement of (i.e., the Restricted Period shall expire with respect to) any MSUs that have not previously been forfeited. Any MSU that vests following a Qualifying Termination during the applicable Protected Period following a Change in Control shall vest based on the Payout Factor determined by substituting for the Measurement Date the date of the Change in Control.
|
(h)
|
Other Termination of Employment. In the event of your voluntary termination, or termination by the Company or a subsidiary for misconduct or other conduct deemed by the Company to be detrimental to the interests of the Company or a subsidiary of the Company, you shall forfeit all unvested MSUs on the date of termination.
|
(i)
|
Celgene Severance Plan. As a condition to receiving the MSUs, you acknowledge and agree that (i) the MSUs are subject to performance-based vesting conditions within the meaning of, if applicable, Section 6(e) of the Celgene Corporation U.S. Employee Change in Control Severance Plan (as may be amended and restated from time to time, the “Celgene Severance Plan”), and (ii) the level of performance deemed achieved upon any involuntary termination within two years of a Change in Control (as defined in the Celgene Severance Plan) will be deemed to be below minimum such that no vesting will be deemed to have occurred pursuant to Section 6(e) of the Celgene Severance Plan. Without limiting the foregoing, as a condition to receiving and holding the MSUs, you further (i) agree that this Section 2 of the Agreement will apply upon any termination and Section 6(e) of the Celgene Severance Plan, will not apply, (ii) agree that the actual or deemed acceptance of this Award constitutes written consent to the amendment of the Celgene Severance Plan in a manner consistent with this Section 2(i), and (iii) agree that this Award grant will be immediately terminated and forfeited if Section 6(e) of the Celgene Severance Plan is not considered to be validly amended hereby or otherwise applies to this Agreement.
|
(j)
|
Other Terms.
|
(i)
|
In the event that you fail promptly to pay or make satisfactory arrangements as to the Tax-Related Items as provided in Section 4, all MSUs subject to restriction shall be forfeited by you and shall be deemed to be reacquired by the Company.
|
(ii)
|
You may, at any time prior to the expiration of the Restricted Period, waive all rights with respect to all or some of the MSUs by delivering to the Company a written notice of such waiver.
|
(iii)
|
Termination of employment includes any event if immediately thereafter you are no longer an employee of the Company or any subsidiary of the Company, subject to Section 2(j) hereof. References in this Section 2 to employment by the Company include employment by a subsidiary of the Company. Termination of employment means an event after which you are no longer employed by the Company or any subsidiary of the Company. Such an event could include the disposition of a subsidiary or business unit by the Company or a subsidiary.
|
(iv)
|
Upon any termination of your employment, any MSUs as to which the Restricted Period has not expired at or before such termination shall be forfeited, subject to Sections 2(c)-(g) hereof. Other provisions of this Agreement notwithstanding, in no event will an MSU that has been forfeited thereafter vest or be settled.
|
(v)
|
In the event of termination of your employment (whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), unless otherwise provided in this Agreement or determined by the Company, your right to vest in the MSUs under the Plan, if any, will terminate effective as of the date that you are no longer actively providing services and will not be extended by any notice period (e.g., active services would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Company shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your MSUs (including whether you may still be considered to be providing services while on a leave of absence).
|
(vi)
|
In any case in which you are required to execute a release as a condition to vesting and settlement of the MSUs, the Company will supply you with a form of such release or other agreement not later than the date of your separation from service, which must be returned within the time period required by law (or ten business days if no legally mandated period applies) and you must not revoke within the applicable time period (if any) in order for you to satisfy any such condition. If any amount payable during a fixed period following separation from service is subject to such a requirement and the fixed period could begin in one year and end in the next, payment shall be made or commenced to be made in the next year regardless of when you return the release or other agreement..
|
(vii)
|
You agree that the Company may recover any compensation received by you under this Agreement if such recovery is pursuant to a clawback or recoupment policy approved by the Committee.
|
(k)
|
The following events shall not be deemed a termination of employment:
|
(i)
|
A transfer of you from the Company to a subsidiary of the Company, or vice versa, or from one subsidiary of the Company to another; and
|
(ii)
|
A leave of absence from which you return to active service for any purpose approved by the Company or a subsidiary of the Company in writing.
|
(l)
|
As more fully provided for in the Plan, notwithstanding any provision herein, in any Award or in the Plan to the contrary, the terms of any Award shall be limited to those terms permitted under Code Section 409A including all applicable regulations and administrative guidance thereunder (“Section 409A”), and any terms not permitted under Section 409A shall be automatically modified and limited to the extent necessary to conform with Section 409A, but only to the extent such modification or limitation is permitted under Section 409A.
|
3.
|
NON-COMPETITION AND NON-SOLICITATION AGREEMENT AND COMPANY RIGHT TO INJUNCTIVE RELIEF, DAMAGES, RESCISSION, FORFEITURE AND OTHER REMEDIES
|
(a)
|
Confidentiality Obligations and Agreement. By accepting this Agreement, you agree and/or reaffirm the terms of all agreements related to treatment of Confidential Information that you signed at the inception of or during your employment, the terms of which are incorporated herein by reference. This includes, but is not limited to, use or disclosure of any BMS Confidential Information, Proprietary Information, or Trade Secrets to third parties. Confidential Information, Proprietary Information, and Trade Secrets include, but are not limited to, any information gained in the course of your employment with BMS that is marked as confidential or could reasonably be expected to harm BMS if disclosed to third parties, including without limitation, any information that could reasonably be expected to aid a competitor or potential competitor in making inferences regarding the nature of BMS’s business activities, where such inferences could reasonably be expected to allow such competitor to compete more effectively with BMS. You agree that you will not remove or disclose BMS Confidential Information, Proprietary Information or Trade Secrets. Unauthorized removal includes forwarding or downloading confidential information to personal email or other electronic media and/or copying the information to personal unencrypted thumb drives, cloud storage or drop box. Immediately upon termination of your employment for any reason, you will return to BMS all of BMS’s confidential and other business materials that you have or that are in your possession or control and all copies thereof, including all tangible embodiments thereof, whether in hard copy or electronic format and you shall not retain any versions thereof on any personal computer or any other media (e.g., flash drives, thumb drives, external hard drives and the like). In addition, you will thoroughly search personal electronic devices, drives, cloud-
|
(b)
|
Inventions. To the extent permitted by local law, you agree and/or reaffirm the terms of all agreements related to inventions that you signed at the inception of or during your employment, and agree to promptly disclose and assign to BMS all of your interest in any and all inventions, discoveries, improvements and business or marketing concepts related to the current or contemplated business or activities of BMS, and which are conceived or made by you, either alone or in conjunction with others, at any time or place during the period you are employed by BMS. Upon request of BMS, including after your termination, you agree to execute, at BMS’s expense, any and all applications, assignments, or other documents which BMS shall determine necessary to apply for and obtain letters patent to protect BMS’s interest in such inventions, discoveries, and improvements and to cooperate in good faith in any legal proceedings to protect BMS’s intellectual property.
|
(c)
|
Non-Competition, Non-Solicitation and Related Covenants. By accepting this Agreement, you agree to the restrictive covenants outlined in this section unless expressly prohibited by local law or as follows. Given the extent and nature of the confidential information that you have obtained or will obtain during the course of your employment with BMS, it would be inevitable or, at the least, substantially probable that such confidential information would be disclosed or utilized by you should you obtain employment from, or otherwise become associated with, an entity or person that is engaged in a business or enterprise that directly competes with BMS. Even if not inevitable, it would be impossible or impracticable for BMS to monitor your strict compliance with your confidentiality obligations. Consequently, you agree that you will not, directly or indirectly:
|
(i)
|
during the Covenant Restricted Period (as defined below), own or have any financial interest in a Competitive Business (as defined below), except that nothing in this clause shall prevent you from owning one per cent or less of the outstanding securities of any entity whose securities are traded on a U.S. national securities exchange (including NASDAQ) or an equivalent foreign exchange;
|
(ii)
|
during the Covenant Restricted Period, whether or not for compensation, either on your own behalf or as an employee, officer, agent, consultant, director, owner, partner, joint venturer, shareholder, investor, or in any other capacity, be actively connected with a Competitive Business or otherwise advise or assist a Competitive Business with regard to any product, investigational compound, technology, service or line of business that competes with any product, investigational compound, technology, service or line of business with which you worked or about which you became familiar as a result of your employment with BMS;
|
(iii)
|
for employees in an executive, management, supervisory or business unit lead role at the time of termination, you will not, during the Covenant Restricted Period,
|
(iv)
|
during the Covenant Restricted Period, solicit, induce, encourage, or appropriate or attempt to solicit, divert or appropriate, by use of Confidential Information or otherwise, any existing or prospective customer, vendor or supplier of BMS that you became aware of or was introduced to in the course of your duties for BMS, to terminate, cancel or otherwise reduce its relationship with BMS, and;
|
(v)
|
during the Covenant Restricted Period, engage in any activity that is harmful to the interests of BMS, including, without limitation, any conduct during the term of your employment that violates BMS’s Standards of Business Conduct and Ethics, securities trading policy and other policies.
|
(d)
|
Rescission, Forfeiture and Other Remedies. If BMS determines that you have violated any applicable provisions of 3(c) above during the Covenant Restricted Period, in addition to injunctive relief and damages, you agree and covenant that:
|
(i)
|
any portion of the MSUs not vested or settled shall be immediately rescinded;
|
(ii)
|
you shall automatically forfeit any rights you may have with respect to the MSUs as of the date of such determination;
|
(iii)
|
if any part of the MSUs vested within the twelve-month period immediately preceding a violation of Section 3(c) above (or vested following the date of any such violation), upon BMS’s demand, you shall immediately deliver to it a certificate or certificates for shares of Common Stock that you acquired upon settlement of such MSUs (or an equivalent number of other shares), including any shares of Common Stock that may have been withheld or sold to cover withholding obligations for Tax-Related Items; and
|
(iv)
|
the foregoing remedies set forth in this Section 3(d) shall not be BMS’s exclusive remedies. BMS reserves all other rights and remedies available to it at law or in equity.
|
(e)
|
Definitions. For purposes of this Agreement, the following definitions shall apply:
|
(i)
|
“Competitive Business” means any business that is engaged in or is about to become engaged in the development, production or sale of any product, investigational compound, technology, process, service or line of business concerning the treatment of any disease, which product, investigational compound, technology, process, service or line of business resembles or competes with any product, investigational compound, technology, process, service or line of business that was sold by, or in development at, BMS during your employment with BMS.
|
(ii)
|
The “Covenant Restricted Period” for purposes of paragraph 3(c)(iii) and 3(c)(iv) shall be the period during which you are employed by BMS and twelve (12) months after the end of your term of employment with and/or work for BMS for any reason, (e.g., restriction applies regardless of the reason for termination and includes voluntary and involuntary termination). The “Covenant Restricted Period” for purposes of paragraphs 3(c)(i), 3(c)(ii) and 3(c)(ii) shall be the period of employment by BMS. In the event that BMS files an action to enforce rights arising out of this Agreement, the Covenant Restricted Period shall be extended for all periods of time in which you are determined by the Court or other authority to have been in violation of the provisions of Section 3(c).
|
(iii)
|
“BMS” means the Company, all related companies, affiliates, subsidiaries, parents, successors, assigns and all organizations acquired by the foregoing.
|
(f)
|
Severability. You acknowledge and agree that the period and scope of restriction imposed upon you by this Section 3 are fair and reasonable and are reasonably required for the protection of BMS. In case any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired and this Agreement shall nevertheless continue to be valid and enforceable as though the invalid provisions were not part of this Agreement. If the final judgment of a court of competent jurisdiction or other authority declares that any term or provision hereof is invalid, illegal or unenforceable, the parties agree that the court making such determination shall have the power to reduce the scope, duration, area or applicability of the term or provision, to delete specific words or phrases, or to replace any invalid, illegal or unenforceable term or provision with a term or provision that is valid, legal and enforceable to the maximum extent permissible under law and that comes closest to expressing the intention of the invalid, illegal or unenforceable term or provision. You acknowledge and agree that your covenants under this Agreement are ancillary to your employment relationship with BMS, but shall be independent of any other contractual relationship between you and BMS. Consequently, the existence of any claim or cause of action that you may have against BMS shall not constitute a defense to the enforcement of this Agreement by BMS, nor an excuse for noncompliance with this Agreement.
|
(g)
|
Additional Remedies. You acknowledge and agree that any violation by you of this paragraph will cause irreparable harm to BMS and BMS cannot be adequately compensated for such violation by damages. Accordingly, if you violate or threaten to violate this Agreement, then, in addition to any other rights or remedies that BMS may have in law or in equity, BMS shall be entitled, without the posting of a bond or other security, to obtain an injunction to stop or prevent such violation, including but not limited to obtaining a temporary or preliminary injunction from a Delaware court pursuant to Section 1(a) of the Mutual Arbitration Agreement (if applicable) and Section 14 of this Agreement. You further agree that if BMS incurs legal fees or costs in enforcing this Agreement, you will reimburse BMS for such fees and costs.
|
(h)
|
Binding Obligations. These obligations shall be binding both upon you, your assigns, executors, administrators and legal representatives. At the inception of or during the course of your employment, you may have executed agreements that contain similar terms. Those agreements remain in full force and effect. In the event that there is a conflict between the terms of those agreements and this Agreement, this Agreement will control.
|
(i)
|
Enforcement. BMS retains discretion regarding whether or not to enforce the terms of the covenants contained in this Section 3 and its decision not to do so in your instance or anyone’s case shall not be considered a waiver of BMS’s right to do so.
|
(j)
|
Duty to Notify BMS and Third Parties. During your employment with BMS and for a period of 12 months after your termination of employment from BMS, you shall communicate any post-employment obligations under this Agreement to each subsequent employer. You also authorize BMS to notify third parties, including without limitation, customers and actual or potential employers, of the terms of this Agreement and your obligations hereunder upon your separation from BMS or your separation from employment with any subsequent employer during the applicable Covenant Restricted Period, by providing a copy of this Agreement or otherwise.
|
4.
|
RESPONSIBILITY FOR TAXES
|
(a)
|
withholding from your wages or other cash compensation payable to you by the Company and/or the Employer; or
|
(b)
|
withholding from proceeds of the sale of shares of Common Stock acquired upon settlement of the MSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); or
|
(c)
|
withholding in shares of Common Stock to be issued upon settlement of the MSUs;
|
5.
|
DIVIDENDS AND ADJUSTMENTS
|
(a)
|
Dividends or dividend equivalents are not paid, accrued or accumulated on MSUs during the Restricted Period, except as provided in Section 5(b).
|
(b)
|
The number of your MSUs and/or other related terms shall be appropriately adjusted, in order to prevent dilution or enlargement of your rights with respect to MSUs, to reflect any changes relating to the outstanding shares of Common Stock resulting from any event referred to in Plan Section 4.2(b) (excluding any payment of ordinary dividends on Common Stock) or any other “equity restructuring” as defined in FASB ASC Topic 718.
|
6.
|
EFFECT ON OTHER BENEFITS
|
7.
|
ACKNOWLEDGMENT OF NATURE OF PLAN AND MSUS
|
(a)
|
The Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
|
(b)
|
The Award of MSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of MSUs, or benefits in lieu of MSUs even if MSUs have been awarded in the past;
|
(c)
|
All decisions with respect to future awards of MSUs or other awards, if any, will be at the sole discretion of the Company;
|
(d)
|
Your participation in the Plan is voluntary;
|
(e)
|
The MSUs and the shares of Common Stock subject to the MSUs are not intended to replace any pension rights or compensation;
|
(f)
|
Unless otherwise agreed by the Company, the MSUs and the Common Stock subject to the MSUs, and the income from and value of the same, are not granted as consideration for, or in connection with, the service you may provide as a director of a subsidiary or an affiliate of the Company;
|
(g)
|
The future value of the underlying shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty;
|
(h)
|
No claim or entitlement to compensation or damages arises from the forfeiture of MSUs, resulting from termination of your employment with the Company, or any of its subsidiaries or affiliates, including the Employer (whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any);
|
(i)
|
Unless otherwise provided in the Plan or by the Company in its discretion, the MSUs and the benefits evidenced by this Agreement do not create any entitlement to have the MSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Company; and
|
(j)
|
Neither the Company, the Employer nor any subsidiary or affiliate of the Company shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the MSUs or of any amounts due to you pursuant to the settlement of the MSUs or the subsequent sale of any shares of Common Stock acquired upon settlement.
|
8.
|
NO ADVICE REGARDING GRANT
|
9.
|
RIGHT TO CONTINUED EMPLOYMENT
|
10.
|
ADMINISTRATION; UNFUNDED OBLIGATIONS
|
11.
|
DEEMED ACCEPTANCE
|
12.
|
AMENDMENT TO PLAN
|
13.
|
SEVERABILITY AND VALIDITY
|
14.
|
GOVERNING LAW, JURISDICTION AND VENUE
|
(a)
|
If you are subject to the Mutual Arbitration Agreement, any dispute that arises under this Market Share Unit grant or Agreement shall be governed by the Mutual Arbitration Agreement. Any application to a court under Section 1(a) of the Mutual Arbitration Agreement for temporary or preliminary injunctive relief in aid of arbitration or for the
|
(b)
|
If you are not subject to the Mutual Arbitration Agreement, this Agreement and Award grant shall be governed by the substantive laws (but not the choice of law rules) of the State of Delaware. For purposes of litigating any dispute that arises under this Market Share Unit grant or Agreement, the parties hereby submit to and consent to the jurisdiction of the State of Delaware, agree that such litigation shall exclusively be conducted in the courts of Wilmington, Delaware, or the federal courts for the United States District Court for the District of Delaware, and no other courts where this Market Share Unit grant is made and/or performed.
|
15.
|
SUCCESSORS
|
16.
|
ELECTRONIC DELIVERY AND ACCEPTANCE
|
17.
|
INSIDER TRADING/MARKET ABUSE LAWS
|
18.
|
LANGUAGE
|
19.
|
COMPLIANCE WITH LAWS AND REGULATIONS
|
20.
|
ENTIRE AGREEMENT AND NO ORAL MODIFICATION OR WAIVER
|
21.
|
ADDENDUM A
|
22.
|
FOREIGN ASSET/ACCOUNT REPORTING REQUIREMENTS AND EXCHANGE CONTROLS
|
23.
|
IMPOSITION OF OTHER REQUIREMENTS
|
For the Company
|
|
|
|
Bristol-Myers Squibb Company
|
|
|
|
|
|
By
|
/s/ Ann Powell
|
|
|
Ann Powell
|
|
Chief Human Resources Officer
|
/s/ David Elkins
|
(i)
|
a material reduction in your (1) annual base salary or (2) target annual cash incentive compensation opportunity and target annual equity incentive compensation opportunity, in the aggregate, each as in effect at such time;
|
(ii)
|
a material diminution in your duties and responsibilities (other than temporarily while you are physically or mentally incapacitated or as required by applicable law) or assignment to you of any duties inconsistent with your status as an officer or member of the Leadership Team of the Company;
|
(iii)
|
a material adverse change in your reporting relationships; or
|
(iv)
|
a relocation of your primary work location that results in an increase to your one-way commute by 30 miles or more; or
|
(v)
|
Celgene (or its successor) fails to timely pay to you any amounts due under the Gross Up Plan as described in the Agreement.
|
345 Park LLC
|
1096271 B.C. ULC
|
A.G. Medical Services, P.A.
|
Abraxis BioScience Australia Pty Ltd.
|
Abraxis BioScience International Holding Company, Inc.
|
Abraxis BioScience Puerto Rico, LLC
|
Abraxis BioScience, Inc.
|
Abraxis BioScience, LLC
|
AbVitro LLC
|
Acetylon Pharmaceuticals, Inc.
|
Adnexus, a Bristol-Myers Squibb R&D Company
|
AHI Investment, LLC
|
Allard Labs Acquisition G.P.
|
Amira Pharmaceuticals, Inc.
|
Apothecon LLC
|
Blisa Acquisition G.P.
|
BMS Benelux Holdings B.V.
|
BMS Bermuda Nominees L.L.C.
|
BMS Data Acquisition Company LLC
|
BMS Forex Company
|
B-MS Generx Unlimited Company
|
BMS Holdings Sarl
|
BMS Holdings Spain, S.L.
|
BMS International Insurance Designated Activity Company
|
BMS Investco SAS
|
BMS Korea Holdings L.L.C.
|
BMS Latin American Nominees L.L.C.
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BMS Luxembourg Partners L.L.C.
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BMS Omega Bermuda Holdings Finance Ltd.
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BMS Pharmaceutical Korea Limited
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BMS Pharmaceuticals Germany Holdings B.V.
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BMS Pharmaceuticals International Holdings Netherlands B.V.
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BMS Pharmaceuticals Korea Holdings B.V.
|
BMS Pharmaceuticals Mexico Holdings B.V.
|
BMS Pharmaceuticals Netherlands Holdings B.V.
|
BMS Real Estate LLC
|
BMS Spain Investments LLC
|
BMS Strategic Portfolio Investments Holdings, Inc.
|
Bristol (Iran) S.A.
|
Bristol Iran Private Company Limited
|
Bristol Laboratories Inc.
|
Bristol Laboratories International, S.A.
|
Bristol Laboratories Medical Information Systems Inc.
|
Bristol-Myers (Andes) L.L.C.
|
Bristol-Myers (Private) Limited
|
Bristol-Myers de Venezuela S.C.A.
|
Bristol-Myers Middle East S.A.L.
|
Bristol-Myers Overseas Corporation
|
Bristol-Myers Squibb (China) Investment Co., Ltd.
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Bristol-Myers Squibb (China) Pharmaceuticals Co., Ltd.
|
Bristol-Myers Squibb (Israel) Ltd.
|
Bristol-Myers Squibb (NZ) Limited
|
Bristol-Myers Squibb (Proprietary) Limited
|
Bristol-Myers Squibb (Shanghai) Trading Co. Ltd.
|
Bristol-Myers Squibb (Singapore) Pte. Limited
|
Bristol-Myers Squibb (Taiwan) Ltd.
|
Bristol-Myers Squibb (West Indies) Ltd.
|
Bristol-Myers Squibb A.E.
|
Bristol-Myers Squibb Aktiebolag
|
Bristol-Myers Squibb Argentina S. R. L.
|
Bristol-Myers Squibb Australia Pty. Ltd.
|
Bristol-Myers Squibb Axia Limited
|
Bristol-Myers Squibb B.V.
|
Bristol-Myers Squibb Belgium S.A.
|
Bristol-Myers Squibb Business Services Limited
|
Bristol-Myers Squibb Canada Co.
|
Bristol-Myers Squibb Canada International Limited
|
Bristol-Myers Squibb de Colombia S.A.
|
Bristol-Myers Squibb de Costa Rica Sociedad Anonima
|
Bristol-Myers Squibb de Guatemala, S.A.
|
Bristol-Myers Squibb de Mexico, S. de R.L. de C.V.
|
Bristol-Myers Squibb Delta Company Limited
|
Bristol-Myers Squibb Denmark Filial of Bristol-Myers Squibb AB
|
Bristol-Myers Squibb Egypt, LLC
|
Bristol-Myers Squibb EMEA Sarl
|
Bristol-Myers Squibb Epsilon Holdings Unlimited Company
|
Bristol-Myers Squibb Farmaceutica Ltda.
|
Bristol-Myers Squibb Farmaceutica Portuguesa S.A.
|
Bristol-Myers Squibb GesmbH
|
Bristol-Myers Squibb GmbH & Co. KGaA
|
Bristol-Myers Squibb Holding Germany GmbH & Co. KG
|
Bristol-Myers Squibb Holdings 2002 Limited
|
Bristol-Myers Squibb Holdings Germany Verwaltungs GmbH
|
Bristol-Myers Squibb Holdings Ireland Unlimited Company
|
Bristol-Myers Squibb Holdings Limited
|
Bristol-Myers Squibb Holdings Pharma Ltd. Liability Company
|
Bristol-Myers Squibb Ilaclari, Inc.
|
Bristol-Myers Squibb India Pvt. Limited
|
Bristol-Myers Squibb International Company Unlimited Company
|
Bristol-Myers Squibb International Corporation
|
Bristol-Myers Squibb Investco, L.L.C.
|
Bristol-Myers Squibb K.K.
|
Bristol-Myers Squibb Kft.
|
Bristol-Myers Squibb Luxembourg International S.C.A.
|
Bristol-Myers Squibb Luxembourg S.a.r.l.
|
Bristol-Myers Squibb Manufacturing Company
|
Bristol-Myers Squibb Marketing Services S.R.L.
|
Bristol-Myers Squibb MEA GmbH
|
Bristol-Myers Squibb Middle East & Africa FZ-LLC
|
Bristol-Myers Squibb Norway Ltd.
|
Bristol-Myers Squibb Nutricionales de Mexico, S. de R.L. de C.V.
|
Bristol-Myers Squibb Peru S.A.
|
Bristol-Myers Squibb Pharma (HK) Ltd
|
Bristol-Myers Squibb Pharma (Thailand) Limited
|
Bristol-Myers Squibb Pharma Company
|
Bristol-Myers Squibb Pharma EEIG
|
Bristol-Myers Squibb Pharma Holding Company, LLC
|
Bristol-Myers Squibb Pharma Ventures Corporation
|
Bristol-Myers Squibb Pharmaceuticals Limited
|
Bristol-Myers Squibb Pharmaceuticals Unlimited Company
|
Bristol-Myers Squibb Polska Sp. z o.o.
|
Bristol-Myers Squibb Products SA
|
Bristol-Myers Squibb Puerto Rico, Inc.
|
Bristol-Myers Squibb Puerto Rico/Sanofi Pharmaceutical Partnership Puerto Rico
|
Bristol-Myers Squibb Romania S.R.L.
|
Bristol-Myers Squibb S.r.l.
|
Bristol-Myers Squibb SA
|
Bristol-Myers Squibb Sanofi Pharmaceuticals Holding Partnership
|
Bristol-Myers Squibb Sarl
|
Bristol-Myers Squibb Service Ltd.
|
Bristol-Myers Squibb Services Sp. z o.o.
|
Bristol-Myers Squibb Spol. s r.o.
|
Bristol-Myers Squibb Theta Finance Ltd.
|
Bristol-Myers Squibb Trustees Limited
|
Bristol-Myers Squibb Verwaltungs GmbH
|
Bristol-Myers Squibb, S.A.U.
|
Bristol-Myers Squibb/Astrazeneca EEIG
|
Bristol-Myers Squibb/Pfizer EEIG
|
Bristol-Myers Squibb/Sanofi Pharmaceuticals Partnership
|
Cardioxyl Pharmaceuticals, Inc.
|
Celem LLC
|
Celem Ltd.
|
Celgene A.B.
|
Celgene Ab (Finland)
|
Celgene Alpine Investment Co. II, LLC
|
Celgene Alpine Investment Co. III, LLC
|
Celgene Alpine Investment Co., LLC
|
Celgene ApS
|
Celgene AS
|
Celgene BVBA
|
Celgene Brasil Produtos Farmacêuticos Ltda.
|
Celgene B.V.
|
Celgene CAR LLC
|
Celgene CAR Ltd.
|
Celgene Chemicals Sarl
|
Celgene China Holdings LLC
|
Celgene Co.
|
Celgene Corporation
|
Celgene Distribution B.V.
|
Celgene d.o.o.
|
Celgene EngMab GmbH
|
Celgene Europe B.V.
|
Celgene European Investment Company LLC
|
Celgene Europe Limited
|
Celgene Financing Company, LLC
|
Celgene Global Holdings Sarl
|
Celgene GmbH [Switzerland]
|
Celgene GmbH [Austria]
|
Celgene GmbH [Germany]
|
Celgene Holdings II Sarl
|
Celgene Holdings III Sarl
|
Celgene Holdings East Corporation
|
Celgene Ilaç Pazarlama ve Ticaret Limited Şirketi
|
Celgene Inc.
|
Celgene International Holdings Corporation
|
Celgene International Inc.
|
Celgene International Sàrl
|
Celgene International II Sàrl
|
Celgene International III Sàrl
|
Celgene Kft.
|
Celgene K.K.
|
Celgene Limited [Hong Kong]
|
Celgene Limited [Ireland]
|
Celgene Limited [New Zealand]
|
Celgene Limited [Taiwan]
|
Celgene Limited [UK]
|
Celgene Logistics Sàrl
|
Celgene Ltd
|
Celgene Luxembourg Sarl
|
Celgene Management Sàrl
|
Celgene Netherlands B.V.
|
Celgene Netherlands Investment B.V.
|
Celgene NJ Investment Co
|
Celgene Puerto Rico Distribution LLC
|
Celgene Quanticel Research, Inc
|
Celgene Pharmaceutical (Shanghai) Co., Ltd.
|
Celgene Pte. Ltd.
|
Celgene Pty Ltd
|
Celgene R&D Sàrl
|
Celgene Receptos Limited
|
Celgene Receptos Sàrl
|
Celgene Research and Development I ULC
|
Celgene Research and Development Company LLC
|
Celgene Research and Development II, LLC
|
Celgene Research and Investment Company II, LLC
|
Celgene Research Incubator At Summit West, LLC
|
Celgene Research S.L.U.
|
Celgene RIVOT LLC
|
Celgene RIVOT Ltd.
|
Celgene RIVOT SRL
|
Celgene Sarl AU
|
Celgene SAS
|
Celgene Sdn Bhd
|
Celgene, S. de R.L. de C.V.
|
Celgene Services Sàrl
|
Celgene S.L.U.
|
Celgene Sp. Z.o.o.
|
Celgene Sociedade Unipessoal Lda
|
Celgene S.R.L.
|
Celgene Sro [Czech Republic]
|
Celgene sro [Slovakia]
|
Celgene Summit Investment Co
|
Celgene Switzerland Holding Sarl
|
Celgene Switzerland Investment Sarl
|
Celgene Switzerland II LLC
|
Celgene Switzerland LLC
|
Celgene Switzerland Sarl
|
Celgene Tri Sarl
|
Celgene Tri A Holdings Ltd.
|
Celgene UK Holdings Limited
|
Celgene UK Manufacturing Limited
|
Celgene UK Manufacturing II Limited
|
Celgene UK Manufacturing III Limited
|
Celgene UK Distribution Limited
|
Celmed LLC
|
Celmed Ltd.
|
CHT I, LLC
|
CHT II, LLC
|
CHT III, LLC
|
CHT IV, LLC
|
Cormorant Pharmaceuticals AB
|
CR Finance Company, LLC
|
Crosp Ltd.
|
Delinia, Inc.
|
Deuteria Pharmaceuticals, Inc.
|
EngMab Sarl
|
E. R. Squibb & Sons Inter-American Corporation
|
E. R. Squibb & Sons Limited
|
E. R. Squibb & Sons, L.L.C.
|
EWI Corporation
|
FermaVir Pharmaceuticals, L.L.C.
|
FermaVir Research, L.L.C.
|
Flexus Biosciences, Inc.
|
GenPharm International, L.L.C.
|
Gloucester Pharmaceuticals, LLC
|
Grove Insurance Company Ltd.
|
Heyden Farmaceutica Portuguesa Limitada
|
Impact Biomedicines, Inc.
|
Inhibitex, L.L.C.
|
Innate Tumor Immunity, Inc.
|
iPierian, Inc.
|
JuMP Holdings, LLC
|
Juno Therapeutics GmbH
|
Juno Therapeutics, Inc.
|
Kosan Biosciences Incorporated
|
Linson Investments Limited
|
Mead Johnson (Manufacturing) Jamaica Limited
|
Mead Johnson Jamaica Ltd.
|
Morris Avenue Investment II LLC
|
Morris Avenue Investment LLC
|
O.o.o. Bristol-Myers Squibb
|
Oy Bristol-Myers Squibb (Finland) AB
|
Padlock Therapeutics, Inc.
|
Pharmion LLC
|
Princeton Pharmaceutical Products, Inc.
|
Receptos LLC
|
Receptos Services LLC
|
RedoxTherapies, Inc.
|
Route 22 Real Estate Holding Corporation
|
Seamair Insurance DAC
|
Signal Pharmaceuticals, LLC
|
Sino-American Shanghai Squibb Pharmaceuticals Limited
|
Societe Francaise de Complements Alimentaires(S.O.F.C.A.)
|
SPV A Holdings ULC
|
Squibb Middle East S.A.
|
Summit West Celgene LLC
|
Swords Laboratories
|
VentiRx Pharmaceuticals Inc.
|
Westwood-Intrafin SA
|
Westwood-Squibb Pharmaceuticals, Inc.
|
X-Body, Inc.
|
ZymoGenetics Paymaster, LLC
|
ZymoGenetics, Inc.
|
ZymoGenetics, LLC
|
1.
|
I have reviewed this annual report on Form 10-K of Bristol-Myers Squibb Company;
|
2.
|
Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
|
4.
|
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
|
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Giovanni Caforio, M.D.
|
Giovanni Caforio, M.D.
Chairman of the Board and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Bristol-Myers Squibb Company;
|
2.
|
Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
|
4.
|
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
|
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ David V. Elkins
|
David V. Elkins
Chief Financial Officer
|
/s/ Giovanni Caforio, M.D.
|
Giovanni Caforio, M.D.
Chairman of the Board and Chief Executive Officer
|
/s/ David V. Elkins
|
David V. Elkins
Chief Financial Officer
|