EXHIBIT M

(FORM OF FACE OF INITIAL NOTE)

[THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM IN ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE AND THE TERMS OF THE NOTES, TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, TO BRISTOL-MYERS SQUIBB COMPANY, OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]⁽¹⁾

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER

(1)

REPRESENTS THAT

(A)

(x) IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, OR

(y) IT IS NOT A “U.S. PERSON” AND IS OUTSIDE OF THE UNITED STATES (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) AND

(B)

IF IT IS IN CANADA, SUCH ACQUIRER IS AN ACCREDITED INVESTOR, AS DEFINED IN NATIONAL INSTRUMENT 45-106 PROSPECTUS EXEMPTIONS OR SUBSECTION 73.3(1) OF THE SECURITIES ACT (ONTARIO), AND IS A PERMITTED CLIENT AS DEFINED IN NATIONAL INSTRUMENT 31-103 REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS AND

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(2)

AGREES FOR THE BENEFIT OF BRISTOL-MYERS SQUIBB COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ONLY

(A)

TO BRISTOL-MYERS SQUIBB COMPANY,

(B)

PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT,

(C)

TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT,

(D)

IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR

(E)

PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

(3)

PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(C) ABOVE OR (2)(D) ABOVE, A DULY COMPLETED AND SIGNED CERTIFICATE MUST BE DELIVERED TO THE TRUSTEE. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (E) ABOVE, BRISTOL-MYERS SQUIBB COMPANY RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

[IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.]⁽²⁾

(1)	Applies to Global Notes only

(2)	Applies to Notes in definitive form only

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BRISTOL-MYERS SQUIBB COMPANY

3.450% Notes due 2027

CUSIP NO. [●]²³

ISIN NO. [●]²⁴

No. [●]

Principal Amount $[●]

BRISTOL-MYERS SQUIBB COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”, which term includes any successor under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of $[●] on November 15, 2027 at the office or agency of the Company in New York, New York designated for such purpose by the Company (on the date hereof, the principal Corporate Trust Office of the Trustee mentioned below, located at 240 Greenwich Street, Floor 7 East, New York, NY 10286), in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, and to pay interest on said principal sum semiannually on May 15 and November 15 of each year, commencing May 15, 2020, at said office or agency (except as provided below), in like coin or currency, at the rate per annum specified in the title hereof, such interest to accrue from (and including) the most recent date on which interest has been paid by Celgene Corporation (“Celgene”) on the 3.450% Senior Notes due 2027 issued by Celgene that were accepted in the exchange offer by the Company until payment of said principal sum has been made or duly provided for. The interest so payable, and punctually paid or duly provided for, on any May 15 or November 15 will, except as provided in the Indenture, dated as of June 1, 1993 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of February 4, 1998, the Second Supplemental Indenture, dated as of September 28, 2001, the Third Supplemental Indenture, dated as of August 18, 2003, the Fourth Supplemental Indenture, dated as of November 20, 2006, the Fifth Supplemental Indenture, dated as of May 1, 2008, the Sixth Supplemental Indenture, dated as of July 31, 2012, the Seventh Supplemental Indenture, dated as of October 31, 2013, the Eighth Supplemental Indenture, dated as of May 5, 2015, the Ninth Supplemental Indenture, dated as of February 27, 2017, the Tenth Supplemental Indenture, dated as of May 16, 2019 and the Eleventh Supplemental Indenture, dated as of November 22, 2019 (as so supplemented, the “Indenture”; capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Indenture), duly executed and delivered by the Company to The Bank of New York Mellon, a New York banking corporation (successor to The Chase Manhattan Bank (National Association)) as trustee (herein called the “Trustee”), be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the next preceding May 1 or November 1, respectively (herein called the “Regular Record Date”), whether or not a Business Day, and may, at the option of the Company, be paid by check mailed to the registered address of such Person. Any such interest which is payable, but is not so punctually paid or duly provided for, shall forthwith cease to be payable to the registered Holder on such Regular Record Date and may be paid either to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, as described in the Indenture, notice whereof shall be given to Holders of Notes not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed and upon such notice as may be required by such exchange, if such manner of payment shall be deemed practical by the Trustee, all as more fully provided in the Indenture.

²³	Regulation 144A Note CUSIP:	110122 BP2
	Regulation S Note CUSIP:	U11009 AP9
²⁴	Regulation 144A Note ISIN:	US110122BP26
	Regulation S Note ISIN:	USU11009AP93

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This Note is one of the series of Securities of the Company issued pursuant to the Indenture designated as the 3.450% Notes due 2027 (herein called the “Notes”), unlimited in aggregate principal amount.

Upon due presentment for registration of transfer of this Note at the office or agency of the Company in New York, New York, designated for such purpose by the Company (on the date hereof, the principal Corporate Trust Office of the Trustee, located at 240 Greenwich Street, Floor 7 East, New York, NY 10286), duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and the Security Registrar duly executed by the Holder thereof or his attorney duly authorized in writing, a new Note or Notes of authorized denominations for a like aggregate principal amount and Stated Maturity will be issued to the transferee in exchange therefor, subject to the limitations provided in the Indenture.

No charge shall be made for any such transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge imposed in connection therewith.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been manually executed by or on behalf of the Trustee under the Indenture, this Note shall not be entitled to any benefits under the Indenture, or be valid or obligatory for any purpose.

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IN WITNESS WHEREOF, BRISTOL-MYERS SQUIBB COMPANY has caused this Note to be duly executed.

Dated:	BRISTOL-MYERS SQUIBB COMPANY

	By:
		Name: Jeffrey Galik
		Title: Treasurer

Attest

By:

	Name: Katherine R. Kelly
	Title: Vice President and Corporate Secretary

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

	THE BANK OF NEW YORK MELLON,
	as Trustee

	By:
		Authorized Signatory

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REVERSE OF NOTE

This Note is one of the duly authorized issue of debt securities (hereinafter called the “Securities”) of the Company, of the series specified on the face hereof, all issued or to be issued under and pursuant to the Indenture, to which Indenture and all indentures supplemental thereto (collectively, the “Indenture”) reference is hereby made for a statement of the rights and limitations of rights, obligations, duties and immunities thereunder of the Trustee, and any agent of the Trustee, any Paying Agent, the Company and the Holders of the Securities and the terms upon which the Securities are issued and are to be authenticated and delivered.

The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee to enter into supplemental indentures to the Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Holders of the Securities of each series under the Indenture with the consent of the Holders of not less than a majority in principal amount of the Securities at the time Outstanding of each series to be affected thereby on behalf of the Holders of all Securities of such series. The Indenture also permits the Holders of a majority in principal amount of the Securities at the time Outstanding of each series on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults and their consequences with respect to such series under the Indenture. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note or such other Note.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.

Registrar and Paying Agent

The Company shall maintain in the Borough of Manhattan, the City of New York, an office or agency where Notes may be surrendered for registration of transfer or exchange and an office or agency where Notes may be presented for payment or for exchange. The Company has initially appointed the Trustee, The Bank of New York Mellon, as its Security Registrar and Paying Agent. The Company reserves the right at any time to vary or terminate the appointment of any Paying Agent or Security Registrar, to appoint additional or other Paying Agents or other Security Registrars and to approve any change in the office through which any Paying Agent or Security Registrar acts.

Optional Redemption of the Notes

At any time prior to August 15, 2027 (the “Par Call Date”), the Notes may be redeemed at any time (the “Redemption Date”) at the Company’s option in whole or from time to time in part upon mailed notice to the registered address of the Holder at least 15 days but not more than 60 days prior to the redemption at a redemption price (the “Redemption Price”) equal to the greater of:

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(a) 100% of the principal amount of the Notes being redeemed, or

(b) the sum of the present values of the Remaining Scheduled Payments on the Notes discounted to the date of redemption, on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months), at a rate equal to the sum of the applicable Treasury Rate plus 20 basis points;

plus, in each of the cases (a) and (b) above, accrued and unpaid interest on the Notes to be redeemed to, but not including, the applicable Redemption Date.

In addition, at any time on or after the Par Call Date, the Notes may be redeemed at the Company’s option, in whole or in part at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest on the Notes to be redeemed to, but not including, the applicable date of redemption.

Notice of any redemption of the Notes shall be given in the manner provided herein and otherwise in accordance with the provisions of Section 1104 of the Base Indenture; provided, however, that any such notice in lieu of stating the applicable Redemption Price shall state the manner in which the Redemption Price shall be calculated. If the Company has given notice of redemption as provided in the Indenture and funds for the redemption of any Notes called for redemption have been made available on the Redemption Date referred to in that notice, such Notes will cease to bear interest on such Redemption Date. Any interest accrued to the Redemption Date will be paid as specified in such notice.

“Comparable Treasury Issue” means the United States Treasury security or securities selected by one of the Reference Treasury Dealers appointed by the Company as having an actual or interpolated maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity to the remaining term of such Notes.

“Comparable Treasury Price” means, with respect to the Redemption Date, (i) the average of the Reference Treasury Dealer Quotations for the Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Company is given fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

“Reference Dealer” means each of Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, or their respective affiliates, which are primary U.S. Government securities dealers in the City of New York, and their respective successors plus one other primary U.S. Government securities dealer in the City of New York selected by the Company; provided, however, that if any of the foregoing or their affiliates shall cease to be a primary U.S. Government securities dealer in the City of New York (a “Primary Treasury Dealer”), the Company will substitute therefor another Primary Treasury Dealer.

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“Reference Treasury Dealer Quotations” means, with respect to the Reference Treasury Dealer and any redemption date, the average, as determined by us, of the bid and asked prices for the applicable Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to us by the Reference Treasury Dealers at 3:30 p.m. New York time on the third business day preceding such redemption date.

“Remaining Scheduled Payments” means the remaining scheduled payments of principal of and interest on the Notes that would be due after the Redemption Date but for that redemption. If that redemption date is not an interest payment date with respect to the Notes, the amount of the next succeeding scheduled interest payment on the Notes will be reduced by the amount of interest accrued on the Notes to the Redemption Date.

“Treasury Rate” means, as obtained by the Company, with respect to the Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity or interpolated (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for the Redemption Date. On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Company default in the payment of the Redemption Price.

At or prior to the time of giving any notice of redemption to the Holders of any Notes to be redeemed, the Company shall deliver an Officers’ Certificate to the Trustee setting forth the calculation of the Redemption Price applicable to such redemption. The Trustee shall be under no duty to inquire into, may conclusively presume the correctness of, and shall be fully protected in relying upon the Redemption Price as so calculated and set forth in such Officers’ Certificate.

Additional Issues

The Company may from time to time, without notice to or the consent of the Holders of the Notes, create and issue additional Notes. Any such additional Notes will rank equally and ratably with the Notes and will have the same interest rate, maturity date and other terms as the Notes herein provided for, except for the issue date, the public offering price, the payment of interest accruing prior to the issue date or except for the first payment of interest following the issue date of such additional Notes. Any such additional Notes, together with the Notes herein provided for and any Exchange Notes issued with respect to the Notes in accordance with the Registration Rights Agreement, will constitute a single series of Securities under the Indenture and, for U.S. federal income tax purposes, will be fungible with the Notes herein provided for. Any additional Notes may be issued by or pursuant to a Board Resolution or a supplement to the Indenture.

Notes in Definitive Form

If (1) the depositary is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by the Company within 90 days of notice thereof, (2) an Event of Default has occurred with regard to the Notes and has not been cured or waived, or (3) the Company at any time and in its sole discretion determines not to have the Notes represented by Global Securities, the Company may issue Notes in definitive form in exchange for Notes issued in the form of Global Securities. In any such instance, an owner of a beneficial interest in the Notes will be entitled to physical delivery in definitive form of Notes represented by this Note, equal in principal amount to such beneficial interest and to have such Notes registered in its name as shall be established in a Company Order.

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Sinking Fund

The Notes will not be subject to any sinking fund.

Default

If an Event of Default with respect to the Notes shall occur and be continuing, the principal of all the Notes may be declared due and payable in the manner, with the effect and subject to the conditions provided in the Indenture.

Miscellaneous

Any money that the Company deposits with the Trustee or any Paying Agent for the payment of principal or any interest on this Note that remains unclaimed for two years after the date upon which the principal and interest are due and payable, will be repaid to the Company upon the Company’s request unless otherwise required by mandatory provisions of any applicable unclaimed property law. After that time, unless otherwise required by mandatory provisions of any unclaimed property law, the Holder of this Note will be able to seek any payment to which such Holder may be entitled to collect only from the Company.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, and any premium and any interest on, this Note at the place, rate and respective times and in the coin or currency herein and in the Indenture prescribed.

As provided in the Indenture and subject to the satisfaction of certain conditions therein set forth, including the deposit of certain trust funds in trust, at the Company’s option, either the Company shall be deemed to have paid and discharged the entire indebtedness represented by, and the obligations under, the Notes and to have satisfied all the obligations (with certain exceptions) under the Indenture relating to the Notes or the Company shall cease to be under any obligation to comply with any term, provision or condition of certain restrictive covenants or provisions with respect to the Notes.

The Notes are issuable in registered form without coupons in denominations of $2,000 and any integral multiple of $1,000. Notes may be exchanged for a like aggregate principal amount and Stated Maturity of Notes of other authorized denominations at the office or agency of the Company in New York, New York, designated for such purpose by the Company (on the date hereof, the principal Corporate Trust Office of the Trustee, located at 240 Greenwich Street, Floor 7 East, New York, NY 10286), and in the manner and subject to the limitations provided in the Indenture.

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Prior to due presentment for registration of transfer of this Note, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note is overdue, and neither the Company, the Trustee nor any agent shall be affected by notice to the contrary.

This Note shall be construed in accordance with and governed by the laws of the State of New York.

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ASSIGNMENT FORM

I or we assign and transfer this Security to:



Insert social security or other identifying number of assignee



Print or type name, address and zip code of assignee

and irrevocably appoint		,
as agent, to transfer this Security on the books of the Company.

The agent may substitute another to act for him.

Date:

	Signed
	(Sign exactly as name appears on the
	other side of this Security)

Signature Guarantee*:

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

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FORM OF TRANSFER CERTIFICATE

In connection with any transfer of any of the Securities evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144 under the Securities Act (“Rule 144”) after the later of the date of original issuance of such Notes and the last date, if any, on which such Notes were owned by the Company or any Affiliate of the Company (as such term is defined in Rule 144), the undersigned confirms that such Securities are being transferred in accordance with its terms:

CHECK ONE BOX BELOW

(1)	☐ to the Company; or

(2)	☐ pursuant to an effective registration statement under the Securities Act; or

(3)

☐ inside the United States to a person reasonably believed to be a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act; or

(4)	☐ in an offshore transaction in compliance with Rule 903 or Rule 904 of Regulation S under the Securities Act; or

(5)	☐ pursuant to the exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirement of the Securities Act.

Unless one of the boxes is checked, the Trustee shall refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered holder thereof; provided, however, that if box (5) is checked, the Trustee shall be entitled to require, prior to registering any such transfer of the Securities, such legal opinions, certifications and other information as the Company has reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.


	Signature

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TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A.

Dated:

Notice: To be executed by an executive officer

M-13

FORM OF EXCHANGE CERTIFICATE

Bristol-Myers Squibb Company

430 East 29th Street, 14th Floor

New York, New York 10016

The Bank of New York Mellon

240 Greenwich Street, Floor 7 East

New York, New York 10286

Re: 3.450% Notes due 2027

Reference is hereby made to the Indenture, dated as of June 1, 1993 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of February 4, 1998, the Second Supplemental Indenture, dated as of September 28, 2001, the Third Supplemental Indenture, dated as of August 18, 2003, the Fourth Supplemental Indenture, dated as of November 20, 2006, the Fifth Supplemental Indenture, dated as of May 1, 2008, the Sixth Supplemental Indenture, dated as of July 31, 2012, the Seventh Supplemental Indenture, dated as of October 31, 2013, the Eighth Supplemental Indenture, dated as of May 5, 2015, and the Ninth Supplemental Indenture, dated as of February 27, 2017, the Tenth Supplemental Indenture, dated as of May 16, 2019 and the Eleventh Supplemental Indenture, dated as of November 22, 2019 (as so supplemented, the “Indenture”), between Bristol-Myers Squibb Company (the “Company”) and The Bank of New York Mellon, a New York banking corporation (successor to The Chase Manhattan Bank (National Association)) as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

___________ (the “Owner”) owns and proposes to exchange the Security[ies] or interest in such Security[ies] specified herein, in the principal amount of $__________ in such Security[ies] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that in connection with the Exchange of the Owner’s Regulation S Global Note for a beneficial interest in the Rule 144A Global Note, with an equal principal amount, the Security[ies] or interest in such Security[ies] specified herein [is][are] being transferred to a Person (A) who the transferor reasonably believes to be a QIB, (B) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (C) in accordance with all applicable securities laws of the States of the United States and other jurisdictions.

This certificate and the statements contained herein are made for your benefit and the benefit of the Company and are dated ______________________.

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EXHIBIT N

(FORM OF FACE OF INITIAL NOTE)

(1)

REPRESENTS THAT

(A)

(y) IT IS NOT A “U.S. PERSON” AND IS OUTSIDE OF THE UNITED STATES (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) AND

(B)

N-1

(2)

(A)

TO BRISTOL-MYERS SQUIBB COMPANY,

(B)

PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT,

(C)

TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT,

(D)

IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR

(E)

PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

(3)

(1)	Applies to Global Notes only

(2)	Applies to Notes in definitive form only

N-2

BRISTOL-MYERS SQUIBB COMPANY

3.900% Notes due 2028

CUSIP NO. [●]²⁵

ISIN NO. [●]²⁶

No. [●]

Principal Amount $[●]

BRISTOL-MYERS SQUIBB COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”, which term includes any successor under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of $[●] on February 20, 2028 at the office or agency of the Company in New York, New York designated for such purpose by the Company (on the date hereof, the principal Corporate Trust Office of the Trustee mentioned below, located at 240 Greenwich Street, Floor 7 East, New York, NY 10286), in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, and to pay interest on said principal sum semiannually on February 20 and August 20 of each year, commencing February 20, 2020, at said office or agency (except as provided below), in like coin or currency, at the rate per annum specified in the title hereof, such interest to accrue from (and including) the most recent date on which interest has been paid by Celgene Corporation (“Celgene”) on the 3.900% Senior Notes due 2028 issued by Celgene that were accepted in the exchange offer by the Company until payment of said principal sum has been made or duly provided for. The interest so payable, and punctually paid or duly provided for, on any February 20 or August 20 will, except as provided in the Indenture, dated as of June 1, 1993 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of February 4, 1998, the Second Supplemental Indenture, dated as of September 28, 2001, the Third Supplemental Indenture, dated as of August 18, 2003, the Fourth Supplemental Indenture, dated as of November 20, 2006, the Fifth Supplemental Indenture, dated as of May 1, 2008, the Sixth Supplemental Indenture, dated as of July 31, 2012, the Seventh Supplemental Indenture, dated as of October 31, 2013, the Eighth Supplemental Indenture, dated as of May 5, 2015, the Ninth Supplemental Indenture, dated as of February 27, 2017, the Tenth Supplemental Indenture, dated as of May 16, 2019 and the Eleventh Supplemental Indenture, dated as of November 22, 2019 (as so supplemented, the “Indenture”; capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Indenture), duly executed and delivered by the Company to The Bank of New York Mellon, a New York banking corporation (successor to The Chase Manhattan Bank (National Association)) as trustee (herein called the “Trustee”), be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the next preceding February 1 or August 1, respectively (herein called the “Regular Record Date”), whether or not a Business Day, and may, at the option of the Company, be paid by check mailed to the registered address of such Person. Any such interest which is payable, but is not so punctually paid or duly provided for, shall forthwith cease to be payable to the registered Holder on such Regular Record Date and may be paid either to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, as described in the Indenture, notice whereof shall be given to Holders of Notes not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed and upon such notice as may be required by such exchange, if such manner of payment shall be deemed practical by the Trustee, all as more fully provided in the Indenture.

²⁵	Regulation 144A Note CUSIP:	110122 BQ0
	Regulation S Note CUSIP:	U11009 AQ7
²⁶	Regulation 144A Note ISIN:	US110122BQ09
	Regulation S Note ISIN:	USU11009AQ76

N-3

This Note is one of the series of Securities of the Company issued pursuant to the Indenture designated as the 3.900% Notes due 2028 (herein called the “Notes”), unlimited in aggregate principal amount.

No charge shall be made for any such transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge imposed in connection therewith.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

N-4

IN WITNESS WHEREOF, BRISTOL-MYERS SQUIBB COMPANY has caused this Note to be duly executed.

Dated:	BRISTOL-MYERS SQUIBB COMPANY

	By:
		Name: Jeffrey Galik
		Title: Treasurer

Attest

By:

	Name: Katherine R. Kelly
	Title: Vice President and Corporate Secretary

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

	THE BANK OF NEW YORK MELLON,
	as Trustee

	By:
		Authorized Signatory

N-5

REVERSE OF NOTE

Registrar and Paying Agent

Optional Redemption of the Notes

At any time prior to November 20, 2027 (the “Par Call Date”), the Notes may be redeemed at any time (the “Redemption Date”) at the Company’s option in whole or from time to time in part upon mailed notice to the registered address of the Holder at least 15 days but not more than 60 days prior to the redemption at a redemption price (the “Redemption Price”) equal to the greater of:

N-6

(a) 100% of the principal amount of the Notes being redeemed, or

plus, in each of the cases (a) and (b) above, accrued and unpaid interest on the Notes to be redeemed to, but not including, the applicable Redemption Date.

N-7

Additional Issues

Notes in Definitive Form

N-8

Sinking Fund

The Notes will not be subject to any sinking fund.

Default

Miscellaneous

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, and any premium and any interest on, this Note at the place, rate and respective times and in the coin or currency herein and in the Indenture prescribed.

N-9

This Note shall be construed in accordance with and governed by the laws of the State of New York.

N-10

ASSIGNMENT FORM

I or we assign and transfer this Security to:



Insert social security or other identifying number of assignee



Print or type name, address and zip code of assignee

and irrevocably appoint

as agent, to transfer this Security on the books of the Company.

The agent may substitute another to act for him.

Date:

	Signed
	(Sign exactly as name appears on the
	other side of this Security)

Signature Guarantee*:

N-11

FORM OF TRANSFER CERTIFICATE

CHECK ONE BOX BELOW

(1)	☐ to the Company; or

(2)	☐ pursuant to an effective registration statement under the Securities Act; or

(3)

(4)	☐ in an offshore transaction in compliance with Rule 903 or Rule 904 of Regulation S under the Securities Act; or

(5)	☐ pursuant to the exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirement of the Securities Act.


	Signature

N-12

TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

Dated:

Notice: To be executed by an executive officer

N-13

FORM OF EXCHANGE CERTIFICATE

Bristol-Myers Squibb Company

430 East 29th Street, 14th Floor

New York, New York 10016

The Bank of New York Mellon

240 Greenwich Street, Floor 7 East

New York, New York 10286

Re: 3.900% Notes due 2028

This certificate and the statements contained herein are made for your benefit and the benefit of the Company and are dated ______________________.

N-14

EXHIBIT O

(FORM OF FACE OF INITIAL NOTE)

(1)

REPRESENTS THAT

(A)

(y) IT IS NOT A “U.S. PERSON” AND IS OUTSIDE OF THE UNITED STATES (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) AND

(B)

O-1

(2)

(A)

TO BRISTOL-MYERS SQUIBB COMPANY,

(B)

PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT,

(C)

TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT,

(D)

IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR

(E)

PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

(3)

(1)	Applies to Global Notes only

(2)	Applies to Notes in definitive form only

O-2

BRISTOL-MYERS SQUIBB COMPANY

5.700% Notes due 2040

CUSIP NO. [●]²⁷

ISIN NO. [●]²⁸

No. [●]

Principal Amount $[●]

BRISTOL-MYERS SQUIBB COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”, which term includes any successor under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of $[●] on October 15, 2040 at the office or agency of the Company in New York, New York designated for such purpose by the Company (on the date hereof, the principal Corporate Trust Office of the Trustee mentioned below, located at 240 Greenwich Street, Floor 7 East, New York, NY 10286), in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, and to pay interest on said principal sum semiannually on April 15 and October 15 of each year, commencing April 15, 2020, at said office or agency (except as provided below), in like coin or currency, at the rate per annum specified in the title hereof, such interest to accrue from (and including) the most recent date on which interest has been paid by Celgene Corporation (“Celgene”) on the 5.700% Senior Notes due 2040 issued by Celgene that were accepted in the exchange offer by the Company until payment of said principal sum has been made or duly provided for. The interest so payable, and punctually paid or duly provided for, on any April 15 or October 15 will, except as provided in the Indenture, dated as of June 1, 1993 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of February 4, 1998, the Second Supplemental Indenture, dated as of September 28, 2001, the Third Supplemental Indenture, dated as of August 18, 2003, the Fourth Supplemental Indenture, dated as of November 20, 2006, the Fifth Supplemental Indenture, dated as of May 1, 2008, the Sixth Supplemental Indenture, dated as of July 31, 2012, the Seventh Supplemental Indenture, dated as of October 31, 2013, the Eighth Supplemental Indenture, dated as of May 5, 2015, the Ninth Supplemental Indenture, dated as of February 27, 2017, the Tenth Supplemental Indenture, dated as of May 16, 2019 and the Eleventh Supplemental Indenture, dated as of November 22, 2019 (as so supplemented, the “Indenture”; capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Indenture), duly executed and delivered by the Company to The Bank of New York Mellon, a New York banking corporation (successor to The Chase Manhattan Bank (National Association)) as trustee (herein called the “Trustee”), be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the next preceding April 1 or October 1, respectively (herein called the “Regular Record Date”), whether or not a Business Day, and may, at the option of the Company, be paid by check mailed to the registered address of such Person. Any such interest which is payable, but is not so punctually paid or duly provided for, shall forthwith cease to be payable to the registered Holder on such Regular Record Date and may be paid either to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, as described in the Indenture, notice whereof shall be given to Holders of Notes not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed and upon such notice as may be required by such exchange, if such manner of payment shall be deemed practical by the Trustee, all as more fully provided in the Indenture.

²⁷	Regulation 144A Note CUSIP:	110122 BR8
	Regulation S Note CUSIP:	U11009 AR5
²⁸	Regulation 144A Note ISIN:	US110122BR81
	Regulation S Note ISIN:	USU11009AR59

O-3

This Note is one of the series of Securities of the Company issued pursuant to the Indenture designated as the 5.700% Notes due 2040 (herein called the “Notes”), unlimited in aggregate principal amount.

No charge shall be made for any such transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge imposed in connection therewith.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

O-4

IN WITNESS WHEREOF, BRISTOL-MYERS SQUIBB COMPANY has caused this Note to be duly executed.

Dated:	BRISTOL-MYERS SQUIBB COMPANY

	By:
	Name: Jeffrey Galik
	Title: Treasurer

Attest
By:
	Name: Katherine R. Kelly
	Title: Vice President and Corporate Secretary

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

	THE BANK OF NEW YORK MELLON,
	as Trustee

	By:
		Authorized Signatory

O-5

REVERSE OF NOTE

Registrar and Paying Agent

Optional Redemption of the Notes

At any time prior to October 15, 2040, the Notes may be redeemed at any time (the “Redemption Date”) at the Company’s option in whole or from time to time in part upon mailed notice to the registered address of the Holder at least 30 days but not more than 60 days prior to the redemption at a redemption price (the “Redemption Price”) equal to the greater of:

O-6

(a) 100% of the principal amount of the Notes being redeemed, or

plus, in each of the cases (a) and (b) above, accrued and unpaid interest on the Notes to be redeemed to, but not including, the applicable Redemption Date.

“Reference Dealer” means each of J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, or their respective affiliates, which are primary U.S. Government securities dealers in the City of New York, and their respective successors plus one other primary U.S. Government securities dealer in the City of New York selected by the Company; provided, however, that if any of the foregoing or their affiliates shall cease to be a primary U.S. Government securities dealer in the City of New York (a “Primary Treasury Dealer”), the Company will substitute therefor another Primary Treasury Dealer.

O-7

Additional Issues

Notes in Definitive Form

Sinking Fund

The Notes will not be subject to any sinking fund.

O-8

Default

Miscellaneous

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, and any premium and any interest on, this Note at the place, rate and respective times and in the coin or currency herein and in the Indenture prescribed.

This Note shall be construed in accordance with and governed by the laws of the State of New York.

O-9

ASSIGNMENT FORM

I or we assign and transfer this Security to:



Insert social security or other identifying number of assignee



Print or type name, address and zip code of assignee

and irrevocably appoint

as agent, to transfer this Security on the books of the Company.

The agent may substitute another to act for him.

Date:

	Signed
	(Sign exactly as name appears on the
	other side of this Security)

Signature Guarantee*:

O-10

FORM OF TRANSFER CERTIFICATE

CHECK ONE BOX BELOW

(1)	☐ to the Company; or

(2)	☐ pursuant to an effective registration statement under the Securities Act; or

(3)

(4)	☐ in an offshore transaction in compliance with Rule 903 or Rule 904 of Regulation S under the Securities Act; or

(5)	☐ pursuant to the exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirement of the Securities Act.


	Signature

O-11

TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

Dated:

Notice: To be executed by an executive officer

O-12

FORM OF EXCHANGE CERTIFICATE

Bristol-Myers Squibb Company

430 East 29th Street, 14th Floor

New York, New York 10016

The Bank of New York Mellon

240 Greenwich Street, Floor 7 East

New York, New York 10286

Re: 5.700% Notes due 2040

This certificate and the statements contained herein are made for your benefit and the benefit of the Company and are dated ______________________.

O-13

EXHIBIT P

(FORM OF FACE OF INITIAL NOTE)

(1)

REPRESENTS THAT

(A)

(y) IT IS NOT A “U.S. PERSON” AND IS OUTSIDE OF THE UNITED STATES (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) AND

(B)

P-1

(2)

(A)

TO BRISTOL-MYERS SQUIBB COMPANY,

(B)

PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT,

(C)

TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT,

(D)

IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR

(E)

PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

(3)

(1)	Applies to Global Notes only

(2)	Applies to Notes in definitive form only

P-2

BRISTOL-MYERS SQUIBB COMPANY

5.250% Notes due 2043

CUSIP NO. [●]²⁹

ISIN NO. [●]³⁰

No. [●]

Principal Amount $[●]

BRISTOL-MYERS SQUIBB COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”, which term includes any successor under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of $[●] on August 15, 2043 at the office or agency of the Company in New York, New York designated for such purpose by the Company (on the date hereof, the principal Corporate Trust Office of the Trustee mentioned below, located at 240 Greenwich Street, Floor 7 East, New York, NY 10286), in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, and to pay interest on said principal sum semiannually on February 15 and August 15 of each year, commencing February 15, 2020, at said office or agency (except as provided below), in like coin or currency, at the rate per annum specified in the title hereof, such interest to accrue from (and including) the most recent date on which interest has been paid by Celgene Corporation (“Celgene”) on the 5.250% Senior Notes due 2043 issued by Celgene that were accepted in the exchange offer by the Company until payment of said principal sum has been made or duly provided for. The interest so payable, and punctually paid or duly provided for, on any February 15 or August 15 will, except as provided in the Indenture, dated as of June 1, 1993 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of February 4, 1998, the Second Supplemental Indenture, dated as of September 28, 2001, the Third Supplemental Indenture, dated as of August 18, 2003, the Fourth Supplemental Indenture, dated as of November 20, 2006, the Fifth Supplemental Indenture, dated as of May 1, 2008, the Sixth Supplemental Indenture, dated as of July 31, 2012, the Seventh Supplemental Indenture, dated as of October 31, 2013, the Eighth Supplemental Indenture, dated as of May 5, 2015, the Ninth Supplemental Indenture, dated as of February 27, 2017, the Tenth Supplemental Indenture, dated as of May 16, 2019 and the Eleventh Supplemental Indenture, dated as of November 22, 2019 (as so supplemented, the “Indenture”; capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Indenture), duly executed and delivered by the Company to The Bank of New York Mellon, a New York banking corporation (successor to The Chase Manhattan Bank (National Association)) as trustee (herein called the “Trustee”), be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the next preceding February 1 or August 1, respectively (herein called the “Regular Record Date”), whether or not a Business Day, and may, at the option of the Company, be paid by check mailed to the registered address of such Person. Any such interest which is payable, but is not so punctually paid or duly provided for, shall forthwith cease to be payable to the registered Holder on such Regular Record Date and may be paid either to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, as described in the Indenture, notice whereof shall be given to Holders of Notes not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed and upon such notice as may be required by such exchange, if such manner of payment shall be deemed practical by the Trustee, all as more fully provided in the Indenture.

²⁹	Regulation 144A Note CUSIP:	110122 BS6
	Regulation S Note CUSIP:	U11009 AS3
³⁰	Regulation 144A Note ISIN:	US110122BS64
	Regulation S Note ISIN:	USU11009AS33

P-3

This Note is one of the series of Securities of the Company issued pursuant to the Indenture designated as the 5.250% Notes due 2043 (herein called the “Notes”), unlimited in aggregate principal amount.

No charge shall be made for any such transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge imposed in connection therewith.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

P-4

IN WITNESS WHEREOF, BRISTOL-MYERS SQUIBB COMPANY has caused this Note to be duly executed.

Dated:	BRISTOL-MYERS SQUIBB COMPANY

	By:
		Name: Jeffrey Galik
		Title: Treasurer

Attest

By:
	Name: Katherine R. Kelly
	Title: Vice President and Corporate Secretary

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

	THE BANK OF NEW YORK MELLON,
	as Trustee

	By:
		Authorized Signatory

P-5

REVERSE OF NOTE

Registrar and Paying Agent

Optional Redemption of the Notes

At any time prior to August 15, 2043, the Notes may be redeemed at any time (the “Redemption Date”) at the Company’s option in whole or from time to time in part upon mailed notice to the registered address of the Holder at least 30 days but not more than 60 days prior to the redemption at a redemption price (the “Redemption Price”) equal to the greater of:

P-6

(a) 100% of the principal amount of the Notes being redeemed, or

plus, in each of the cases (a) and (b) above, accrued and unpaid interest on the Notes to be redeemed to, but not including, the applicable Redemption Date.

P-7

Additional Issues

Notes in Definitive Form

Sinking Fund

The Notes will not be subject to any sinking fund.

P-8

Default

Miscellaneous

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, and any premium and any interest on, this Note at the place, rate and respective times and in the coin or currency herein and in the Indenture prescribed.

This Note shall be construed in accordance with and governed by the laws of the State of New York.

P-9

ASSIGNMENT FORM

I or we assign and transfer this Security to:



Insert social security or other identifying number of assignee



Print or type name, address and zip code of assignee

and irrevocably appoint		,
as agent, to transfer this Security on the books of the Company.

The agent may substitute another to act for him.

Date:

	Signed
	(Sign exactly as name appears on the
	other side of this Security)

Signature Guarantee*:

P-10

FORM OF TRANSFER CERTIFICATE

CHECK ONE BOX BELOW

(1)	☐ to the Company; or

(2)	☐ pursuant to an effective registration statement under the Securities Act; or

(3)

(4)	☐ in an offshore transaction in compliance with Rule 903 or Rule 904 of Regulation S under the Securities Act; or

(5)	☐ pursuant to the exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirement of the Securities Act.


	Signature

P-11

TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

Dated:

Notice: To be executed by an executive officer

P-12

FORM OF EXCHANGE CERTIFICATE

Bristol-Myers Squibb Company

430 East 29th Street, 14th Floor

New York, New York 10016

The Bank of New York Mellon

240 Greenwich Street, Floor 7 East

New York, New York 10286

Re: 5.250% Notes due 2043

This certificate and the statements contained herein are made for your benefit and the benefit of the Company and are dated ______________________.

P-13

EXHIBIT Q

(FORM OF FACE OF INITIAL NOTE)

(1)

REPRESENTS THAT

(A)

(y) IT IS NOT A “U.S. PERSON” AND IS OUTSIDE OF THE UNITED STATES (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) AND

(B)

Q-1

(2)

(A)

TO BRISTOL-MYERS SQUIBB COMPANY,

(B)

PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT,

(C)

TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT,

(D)

IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR

(E)

PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

(3)

(1)	Applies to Global Notes only

(2)	Applies to Notes in definitive form only

Q-2

BRISTOL-MYERS SQUIBB COMPANY

4.625% Notes due 2044

CUSIP NO. [●]³¹

ISIN NO. [●]³²

No. [●]

Principal Amount $[●]

BRISTOL-MYERS SQUIBB COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”, which term includes any successor under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of $[●] on May 15, 2044 at the office or agency of the Company in New York, New York designated for such purpose by the Company (on the date hereof, the principal Corporate Trust Office of the Trustee mentioned below, located at 240 Greenwich Street, Floor 7 East, New York, NY 10286), in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, and to pay interest on said principal sum semiannually on May 15 and November 15 of each year, commencing May 15, 2020, at said office or agency (except as provided below), in like coin or currency, at the rate per annum specified in the title hereof, such interest to accrue from (and including) the most recent date on which interest has been paid by Celgene Corporation (“Celgene”) on the 4.625% Senior Notes due 2044 issued by Celgene that were accepted in the exchange offer by the Company until payment of said principal sum has been made or duly provided for. The interest so payable, and punctually paid or duly provided for, on any May 15 or November 15 will, except as provided in the Indenture, dated as of June 1, 1993 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of February 4, 1998, the Second Supplemental Indenture, dated as of September 28, 2001, the Third Supplemental Indenture, dated as of August 18, 2003, the Fourth Supplemental Indenture, dated as of November 20, 2006, the Fifth Supplemental Indenture, dated as of May 1, 2008, the Sixth Supplemental Indenture, dated as of July 31, 2012, the Seventh Supplemental Indenture, dated as of October 31, 2013, the Eighth Supplemental Indenture, dated as of May 5, 2015, the Ninth Supplemental Indenture, dated as of February 27, 2017, the Tenth Supplemental Indenture, dated as of May 16, 2019 and the Eleventh Supplemental Indenture, dated as of November 22, 2019 (as so supplemented, the “Indenture”; capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Indenture), duly executed and delivered by the Company to The Bank of New York Mellon, a New York banking corporation (successor to The Chase Manhattan Bank (National Association)) as trustee (herein called the “Trustee”), be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the next preceding May 1 or November 1, respectively (herein called the “Regular Record Date”), whether or not a Business Day, and may, at the option of the Company, be paid by check mailed to the registered address of such Person. Any such interest which is payable, but is not so punctually paid or duly provided for, shall forthwith cease to be payable to the registered Holder on such Regular Record Date and may be paid either to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, as described in the Indenture, notice whereof shall be given to Holders of Notes not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed and upon such notice as may be required by such exchange, if such manner of payment shall be deemed practical by the Trustee, all as more fully provided in the Indenture.

³¹	Regulation 144A Note CUSIP:	110122 BT4
	Regulation S Note CUSIP:	U11009 AT1
³²	Regulation 144A Note ISIN:	US110122BT48
	Regulation S Note ISIN:	USU11009AT16

Q-3

This Note is one of the series of Securities of the Company issued pursuant to the Indenture designated as the 4.625% Notes due 2044 (herein called the “Notes”), unlimited in aggregate principal amount.

No charge shall be made for any such transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge imposed in connection therewith.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Q-4

IN WITNESS WHEREOF, BRISTOL-MYERS SQUIBB COMPANY has caused this Note to be duly executed.

Dated:	BRISTOL-MYERS SQUIBB COMPANY

	By:
		Name: Jeffrey Galik
		Title: Treasurer

Attest

By:
	Name: Katherine R. Kelly
	Title: Vice President and Corporate Secretary

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

	THE BANK OF NEW YORK MELLON,
	as Trustee

	By:
		Authorized Signatory

Q-5

REVERSE OF NOTE

Registrar and Paying Agent

Optional Redemption of the Notes

At any time prior to November 15, 2043 (the “Par Call Date”), the Notes may be redeemed at any time (the “Redemption Date”) at the Company’s option in whole or from time to time in part upon mailed notice to the registered address of the Holder at least 30 days but not more than 60 days prior to the redemption at a redemption price (the “Redemption Price”) equal to the greater of:

Q-6

(a) 100% of the principal amount of the Notes being redeemed, or

plus, in each of the cases (a) and (b) above, accrued and unpaid interest on the Notes to be redeemed to, but not including, the applicable Redemption Date.

Q-7

Additional Issues

Notes in Definitive Form

Q-8

Sinking Fund

The Notes will not be subject to any sinking fund.

Default

Miscellaneous

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, and any premium and any interest on, this Note at the place, rate and respective times and in the coin or currency herein and in the Indenture prescribed.

Q-9

This Note shall be construed in accordance with and governed by the laws of the State of New York.

Q-10

ASSIGNMENT FORM

I or we assign and transfer this Security to:



Insert social security or other identifying number of assignee



Print or type name, address and zip code of assignee

and irrevocably appoint

as agent, to transfer this Security on the books of the Company.

The agent may substitute another to act for him.

Date:

	Signed
	(Sign exactly as name appears on the
	other side of this Security)

Signature Guarantee*:

Q-11

FORM OF TRANSFER CERTIFICATE

CHECK ONE BOX BELOW

(1)	☐ to the Company; or

(2)	☐ pursuant to an effective registration statement under the Securities Act; or

(3)

(4)	☐ in an offshore transaction in compliance with Rule 903 or Rule 904 of Regulation S under the Securities Act; or

(5)	☐ pursuant to the exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirement of the Securities Act.


	Signature

Q-12

TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

Dated:

Notice: To be executed by an executive officer

Q-13

FORM OF EXCHANGE CERTIFICATE

Bristol-Myers Squibb Company

430 East 29th Street, 14th Floor

New York, New York 10016

The Bank of New York Mellon

240 Greenwich Street, Floor 7 East

New York, New York 10286

Re: 4.625% Notes due 2044

This certificate and the statements contained herein are made for your benefit and the benefit of the Company and are dated ______________________.

Q-14

EXHIBIT R

(FORM OF FACE OF INITIAL NOTE)

(1)

REPRESENTS THAT

(A)

(y) IT IS NOT A “U.S. PERSON” AND IS OUTSIDE OF THE UNITED STATES (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) AND

(B)

R-1

(2)

(A)

TO BRISTOL-MYERS SQUIBB COMPANY,

(B)

PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT,

(C)

TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT,

(D)

IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR

(E)

PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

(3)

(1)	Applies to Global Notes only

(2)	Applies to Notes in definitive form only

R-2

BRISTOL-MYERS SQUIBB COMPANY

5.000% Notes due 2045

CUSIP NO. [●]³³

ISIN NO. [●]³⁴

No. [●]

Principal Amount $[●]

BRISTOL-MYERS SQUIBB COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”, which term includes any successor under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of $[●] on August 15, 2045 at the office or agency of the Company in New York, New York designated for such purpose by the Company (on the date hereof, the principal Corporate Trust Office of the Trustee mentioned below, located at 240 Greenwich Street, Floor 7 East, New York, NY 10286), in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, and to pay interest on said principal sum semiannually on February 15 and August 15 of each year, commencing February 15, 2020, at said office or agency (except as provided below), in like coin or currency, at the rate per annum specified in the title hereof, such interest to accrue from (and including) the most recent date on which interest has been paid by Celgene Corporation (“Celgene”) on the 5.000% Senior Notes due 2045 issued by Celgene that were accepted in the exchange offer by the Company until payment of said principal sum has been made or duly provided for. The interest so payable, and punctually paid or duly provided for, on any February 15 or August 15 will, except as provided in the Indenture, dated as of June 1, 1993 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of February 4, 1998, the Second Supplemental Indenture, dated as of September 28, 2001, the Third Supplemental Indenture, dated as of August 18, 2003, the Fourth Supplemental Indenture, dated as of November 20, 2006, the Fifth Supplemental Indenture, dated as of May 1, 2008, the Sixth Supplemental Indenture, dated as of July 31, 2012, the Seventh Supplemental Indenture, dated as of October 31, 2013, the Eighth Supplemental Indenture, dated as of May 5, 2015, the Ninth Supplemental Indenture, dated as of February 27, 2017, the Tenth Supplemental Indenture, dated as of May 16, 2019 and the Eleventh Supplemental Indenture, dated as of November 22, 2019 (as so supplemented, the “Indenture”; capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Indenture), duly executed and delivered by the Company to The Bank of New York Mellon, a New York banking corporation (successor to The Chase Manhattan Bank (National Association)) as trustee (herein called the “Trustee”), be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the next preceding February 1 or August 1, respectively (herein called the “Regular Record Date”), whether or not a Business Day, and may, at the option of the Company, be paid by check mailed to the registered address of such Person. Any such interest which is payable, but is not so punctually paid or duly provided for, shall forthwith cease to be payable to the registered Holder on such Regular Record Date and may be paid either to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, as described in the Indenture, notice whereof shall be given to Holders of Notes not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed and upon such notice as may be required by such exchange, if such manner of payment shall be deemed practical by the Trustee, all as more fully provided in the Indenture.

³³	Regulation 144A Note CUSIP:	110122 BU1
	Regulation S Note CUSIP:	U11009 AU8
³⁴	Regulation 144A Note ISIN:	US110122BU11
	Regulation S Note ISIN:	USU11009AU88

R-3

This Note is one of the series of Securities of the Company issued pursuant to the Indenture designated as the 5.000% Notes due 2045 (herein called the “Notes”), unlimited in aggregate principal amount.

No charge shall be made for any such transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge imposed in connection therewith.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

R-4

IN WITNESS WHEREOF, BRISTOL-MYERS SQUIBB COMPANY has caused this Note to be duly executed.

Dated:	BRISTOL-MYERS SQUIBB COMPANY

	By:
		Name: Jeffrey Galik
		Title: Treasurer

Attest

By:
	Name: Katherine R. Kelly
	Title: Vice President and Corporate Secretary

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

	THE BANK OF NEW YORK MELLON,
	as Trustee

	By:
		Authorized Signatory

R-5

REVERSE OF NOTE

Registrar and Paying Agent

Optional Redemption of the Notes

At any time prior to February 15, 2045 (the “Par Call Date”), the Notes may be redeemed at any time (the “Redemption Date”) at the Company’s option in whole or from time to time in part upon mailed notice to the registered address of the Holder at least 30 days but not more than 60 days prior to the redemption at a redemption price (the “Redemption Price”) equal to the greater of:

R-6

(a) 100% of the principal amount of the Notes being redeemed, or

plus, in each of the cases (a) and (b) above, accrued and unpaid interest on the Notes to be redeemed to, but not including, the applicable Redemption Date.

R-7

Additional Issues

Notes in Definitive Form

R-8

Sinking Fund

The Notes will not be subject to any sinking fund.

Default

Miscellaneous

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, and any premium and any interest on, this Note at the place, rate and respective times and in the coin or currency herein and in the Indenture prescribed.

R-9

This Note shall be construed in accordance with and governed by the laws of the State of New York.

R-10

ASSIGNMENT FORM

I or we assign and transfer this Security to:



Insert social security or other identifying number of assignee



Print or type name, address and zip code of assignee

and irrevocably appoint		,
as agent, to transfer this Security on the books of the Company.

The agent may substitute another to act for him.

Date:

	Signed
	(Sign exactly as name appears on the
	other side of this Security)

Signature Guarantee*:

R-11

FORM OF TRANSFER CERTIFICATE

CHECK ONE BOX BELOW

(1)	☐ to the Company; or

(2)	☐ pursuant to an effective registration statement under the Securities Act; or

(3)

(4)	☐ in an offshore transaction in compliance with Rule 903 or Rule 904 of Regulation S under the Securities Act; or

(5)	☐ pursuant to the exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirement of the Securities Act.


	Signature

R-12

TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

Dated:

Notice: To be executed by an executive officer

R-13

FORM OF EXCHANGE CERTIFICATE

Bristol-Myers Squibb Company

430 East 29th Street, 14th Floor

New York, New York 10016

The Bank of New York Mellon

240 Greenwich Street, Floor 7 East

New York, New York 10286

Re: 5.000% Notes due 2045

This certificate and the statements contained herein are made for your benefit and the benefit of the Company and are dated ______________________.

R-14

EXHIBIT S

(FORM OF FACE OF INITIAL NOTE)

(1)

REPRESENTS THAT

(A)

(y) IT IS NOT A “U.S. PERSON” AND IS OUTSIDE OF THE UNITED STATES (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) AND

(B)

S-1

(2)

(A)

TO BRISTOL-MYERS SQUIBB COMPANY,

(B)

PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT,

(C)

TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT,

(D)

IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR

(E)

PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

(3)

(1)	Applies to Global Notes only

(2)	Applies to Notes in definitive form only

S-2

BRISTOL-MYERS SQUIBB COMPANY

4.350% Notes due 2047

CUSIP NO. [●]³⁵

ISIN NO. [●]³⁶

No. [●]

Principal Amount $[●]

BRISTOL-MYERS SQUIBB COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”, which term includes any successor under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of $[●] on November 15, 2047 at the office or agency of the Company in New York, New York designated for such purpose by the Company (on the date hereof, the principal Corporate Trust Office of the Trustee mentioned below, located at 240 Greenwich Street, Floor 7 East, New York, NY 10286), in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, and to pay interest on said principal sum semiannually on May 15 and November 15 of each year, commencing May 15, 2020, at said office or agency (except as provided below), in like coin or currency, at the rate per annum specified in the title hereof, such interest to accrue from (and including) the most recent date on which interest has been paid by Celgene Corporation (“Celgene”) on the 4.350% Senior Notes due 2047 issued by Celgene that were accepted in the exchange offer by the Company until payment of said principal sum has been made or duly provided for. The interest so payable, and punctually paid or duly provided for, on any May 15 or November 15 will, except as provided in the Indenture, dated as of June 1, 1993 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of February 4, 1998, the Second Supplemental Indenture, dated as of September 28, 2001, the Third Supplemental Indenture, dated as of August 18, 2003, the Fourth Supplemental Indenture, dated as of November 20, 2006, the Fifth Supplemental Indenture, dated as of May 1, 2008, the Sixth Supplemental Indenture, dated as of July 31, 2012, the Seventh Supplemental Indenture, dated as of October 31, 2013, the Eighth Supplemental Indenture, dated as of May 5, 2015, the Ninth Supplemental Indenture, dated as of February 27, 2017, the Tenth Supplemental Indenture, dated as of May 16, 2019 and the Eleventh Supplemental Indenture, dated as of November 22, 2019 (as so supplemented, the “Indenture”; capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Indenture), duly executed and delivered by the Company to The Bank of New York Mellon, a New York banking corporation (successor to The Chase Manhattan Bank (National Association)) as trustee (herein called the “Trustee”), be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the next preceding May 1 or November 1, respectively (herein called the “Regular Record Date”), whether or not a Business Day, and may, at the option of the Company, be paid by check mailed to the registered address of such Person. Any such interest which is payable, but is not so punctually paid or duly provided for, shall forthwith cease to be payable to the registered Holder on such Regular Record Date and may be paid either to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, as described in the Indenture, notice whereof shall be given to Holders of Notes not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed and upon such notice as may be required by such exchange, if such manner of payment shall be deemed practical by the Trustee, all as more fully provided in the Indenture.

³⁵	Regulation 144A Note CUSIP:	110122 BV9
	Regulation S Note CUSIP:	U11009 AV6
³⁶	Regulation 144A Note ISIN:	US110122BV93
	Regulation S Note ISIN:	USU11009AV61

S-3

This Note is one of the series of Securities of the Company issued pursuant to the Indenture designated as the 4.350% Notes due 2047 (herein called the “Notes”), unlimited in aggregate principal amount.

No charge shall be made for any such transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge imposed in connection therewith.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

S-4

IN WITNESS WHEREOF, BRISTOL-MYERS SQUIBB COMPANY has caused this Note to be duly executed.

Dated:	BRISTOL-MYERS SQUIBB COMPANY

	By:
		Name: Jeffrey Galik
		Title: Treasurer

Attest

By:
	Name: Katherine R. Kelly
	Title: Vice President and Corporate Secretary

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

	THE BANK OF NEW YORK MELLON,
	as Trustee

	By:
		Authorized Signatory

S-5

REVERSE OF NOTE

Registrar and Paying Agent

Optional Redemption of the Notes

At any time prior to May 15, 2047 (the “Par Call Date”), the Notes may be redeemed at any time (the “Redemption Date”) at the Company’s option in whole or from time to time in part upon mailed notice to the registered address of the Holder at least 15 days but not more than 60 days prior to the redemption at a redemption price (the “Redemption Price”) equal to the greater of:

S-6

(a) 100% of the principal amount of the Notes being redeemed, or

plus, in each of the cases (a) and (b) above, accrued and unpaid interest on the Notes to be redeemed to, but not including, the applicable Redemption Date.

S-7

Additional Issues

Notes in Definitive Form

S-8

Sinking Fund

The Notes will not be subject to any sinking fund.

Default

Miscellaneous

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, and any premium and any interest on, this Note at the place, rate and respective times and in the coin or currency herein and in the Indenture prescribed.

S-9

This Note shall be construed in accordance with and governed by the laws of the State of New York.

S-10

ASSIGNMENT FORM

I or we assign and transfer this Security to:



Insert social security or other identifying number of assignee



Print or type name, address and zip code of assignee

and irrevocably appoint

as agent, to transfer this Security on the books of the Company.

The agent may substitute another to act for him.

Date:

	Signed
	(Sign exactly as name appears on the
	other side of this Security)

Signature Guarantee*:

S-11

FORM OF TRANSFER CERTIFICATE

CHECK ONE BOX BELOW

(1)	☐ to the Company; or

(2)	☐ pursuant to an effective registration statement under the Securities Act; or

(3)

(4)	☐ in an offshore transaction in compliance with Rule 903 or Rule 904 of Regulation S under the Securities Act; or

(5)	☐ pursuant to the exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirement of the Securities Act.


	Signature

S-12

TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

Dated:

Notice: To be executed by an executive officer

S-13

FORM OF EXCHANGE CERTIFICATE

Bristol-Myers Squibb Company

430 East 29th Street, 14th Floor

New York, New York 10016

The Bank of New York Mellon

240 Greenwich Street, Floor 7 East

New York, New York 10286

Re: 4.350% Notes due 2047

This certificate and the statements contained herein are made for your benefit and the benefit of the Company and are dated ______________________.

S-14

EXHIBIT T

(FORM OF FACE OF INITIAL NOTE)

(1)

REPRESENTS THAT

(A)

(y) IT IS NOT A “U.S. PERSON” AND IS OUTSIDE OF THE UNITED STATES (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) AND

(B)

T-1

(2)

(A)

TO BRISTOL-MYERS SQUIBB COMPANY,

(B)

PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT,

(C)

TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT,

(D)

IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR

(E)

PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

(3)

(1)	Applies to Global Notes only

(2)	Applies to Notes in definitive form only

T-2

BRISTOL-MYERS SQUIBB COMPANY

4.550% Notes due 2048

CUSIP NO. [●]³⁷

ISIN NO. [●]³⁸

No. [●]

Principal Amount $[●]

BRISTOL-MYERS SQUIBB COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”, which term includes any successor under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of $[●] on February 20, 2048 at the office or agency of the Company in New York, New York designated for such purpose by the Company (on the date hereof, the principal Corporate Trust Office of the Trustee mentioned below, located at 240 Greenwich Street, Floor 7 East, New York, NY 10286), in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, and to pay interest on said principal sum semiannually on February 20 and August 20 of each year, commencing February 20, 2020, at said office or agency (except as provided below), in like coin or currency, at the rate per annum specified in the title hereof, such interest to accrue from (and including) the most recent date on which interest has been paid by Celgene Corporation (“Celgene”) on the 4.550% Senior Notes due 2048 issued by Celgene that were accepted in the exchange offer by the Company until payment of said principal sum has been made or duly provided for. The interest so payable, and punctually paid or duly provided for, on any February 20 or August 20will, except as provided in the Indenture, dated as of June 1, 1993 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of February 4, 1998, the Second Supplemental Indenture, dated as of September 28, 2001, the Third Supplemental Indenture, dated as of August 18, 2003, the Fourth Supplemental Indenture, dated as of November 20, 2006, the Fifth Supplemental Indenture, dated as of May 1, 2008, the Sixth Supplemental Indenture, dated as of July 31, 2012, the Seventh Supplemental Indenture, dated as of October 31, 2013, the Eighth Supplemental Indenture, dated as of May 5, 2015, the Ninth Supplemental Indenture, dated as of February 27, 2017, the Tenth Supplemental Indenture, dated as of May 16, 2019 and the Eleventh Supplemental Indenture, dated as of November 22, 2019 (as so supplemented, the “Indenture”; capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Indenture), duly executed and delivered by the Company to The Bank of New York Mellon, a New York banking corporation (successor to The Chase Manhattan Bank (National Association)) as trustee (herein called the “Trustee”), be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the next preceding February 1 or August 1, respectively (herein called the “Regular Record Date”), whether or not a Business Day, and may, at the option of the Company, be paid by check mailed to the registered address of such Person. Any such interest which is payable, but is not so punctually paid or duly provided for, shall forthwith cease to be payable to the registered Holder on such Regular Record Date and may be paid either to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, as described in the Indenture, notice whereof shall be given to Holders of Notes not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed and upon such notice as may be required by such exchange, if such manner of payment shall be deemed practical by the Trustee, all as more fully provided in the Indenture.

³⁷	Regulation 144A Note CUSIP:	110122 BW7
	Regulation S Note CUSIP:	U11009 AW4
³⁸	Regulation 144A Note ISIN:	US110122BW76
	Regulation S Note ISIN:	USU11009AW45

T-3

This Note is one of the series of Securities of the Company issued pursuant to the Indenture designated as the 4.550% Notes due 2048 (herein called the “Notes”), unlimited in aggregate principal amount.

No charge shall be made for any such transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge imposed in connection therewith.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

T-4

IN WITNESS WHEREOF, BRISTOL-MYERS SQUIBB COMPANY has caused this Note to be duly executed.

Dated:	BRISTOL-MYERS SQUIBB COMPANY

	By:
		Name: Jeffrey Galik
		Title: Treasurer

Attest

By:
	Name: Katherine R. Kelly
	Title: Vice President and Corporate Secretary

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

	THE BANK OF NEW YORK MELLON,
	as Trustee

	By:
		Authorized Signatory

T-5

REVERSE OF NOTE

Registrar and Paying Agent

Optional Redemption of the Notes

At any time prior to August 20, 2047 (the “Par Call Date”), the Notes may be redeemed at any time (the “Redemption Date”) at the Company’s option in whole or from time to time in part upon mailed notice to the registered address of the Holder at least 15 days but not more than 60 days prior to the redemption at a redemption price (the “Redemption Price”) equal to the greater of:

T-6

(a) 100% of the principal amount of the Notes being redeemed, or

plus, in each of the cases (a) and (b) above, accrued and unpaid interest on the Notes to be redeemed to, but not including, the applicable Redemption Date.

T-7

Additional Issues

Notes in Definitive Form

T-8

Sinking Fund

The Notes will not be subject to any sinking fund.

Default

Miscellaneous

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, and any premium and any interest on, this Note at the place, rate and respective times and in the coin or currency herein and in the Indenture prescribed.

T-9

This Note shall be construed in accordance with and governed by the laws of the State of New York.

T-10

ASSIGNMENT FORM

I or we assign and transfer this Security to:



Insert social security or other identifying number of assignee



Print or type name, address and zip code of assignee

and irrevocably appoint

as agent, to transfer this Security on the books of the Company.

The agent may substitute another to act for him.

Date:

	Signed
	(Sign exactly as name appears on the
	other side of this Security)

Signature Guarantee*:

T-11

FORM OF TRANSFER CERTIFICATE

CHECK ONE BOX BELOW

(1)	☐ to the Company; or

(2)	☐ pursuant to an effective registration statement under the Securities Act; or

(3)

(4)	☐ in an offshore transaction in compliance with Rule 903 or Rule 904 of Regulation S under the Securities Act; or

(5)	☐ pursuant to the exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirement of the Securities Act.


	Signature

T-12

TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

Dated:

Notice: To be executed by an executive officer

T-13

FORM OF EXCHANGE CERTIFICATE

Bristol-Myers Squibb Company

430 East 29th Street, 14th Floor

New York, New York 10016

The Bank of New York Mellon

240 Greenwich Street, Floor 7 East

New York, New York 10286

Re: 4.550% Notes due 2048

This certificate and the statements contained herein are made for your benefit and the benefit of the Company and are dated ______________________.

T-14

ARTICLE I DEFINITIONS			3
	Section 1.01	Definition of Terms	3

ARTICLE II GENERAL TERMS AND CONDITIONS OF THE NOTES			5
	Section 2.01	General Terms and Conditions of the 2.875% 2020 Notes	5
	Section 2.02	General Terms and Conditions of the 3.950% 2020 Notes	6
	Section 2.03	General Terms and Conditions of the 2.875% 2021 Notes	8
	Section 2.04	General Terms and Conditions of the 2.250% 2021 Notes	9
	Section 2.05	General Terms and Conditions of the 3.250% 2022 Notes	11
	Section 2.06	General Terms and Conditions of the 3.550% 2022 Notes	13
	Section 2.07	General Terms and Conditions of the 2.750% 2023 Notes	14
	Section 2.08	General Terms and Conditions of the 3.250% 2023 Notes	16
	Section 2.09	General Terms and Conditions of the 4.000% 2023 Notes	17
	Section 2.10	General Terms and Conditions of the 3.625% 2024 Notes	19
	Section 2.11	General Terms and Conditions of the 3.875% 2025 Notes	21
	Section 2.12	General Terms and Conditions of the 3.450% 2027 Notes	22
	Section 2.13	General Terms and Conditions of the 3.900% 2028 Notes	24
	Section 2.14	General Terms and Conditions of the 5.700% 2040 Notes	25
	Section 2.15	General Terms and Conditions of the 5.250% 2043 Notes	27
	Section 2.16	General Terms and Conditions of the 4.625% 2044 Notes	29
	Section 2.17	General Terms and Conditions of the 5.000% 2045 Notes	30
	Section 2.18	General Terms and Conditions of the 4.350% 2047 Notes	32
	Section 2.19	General Terms and Conditions of the 4.550% 2048 Notes	33

ARTICLE III REDEMPTION OF THE NOTES			35
	Section 3.01	Optional Redemption by Company	35
	Section 3.02	No Sinking Fund	39

ARTICLE IV FORMS OF NOTES			39
	Section 4.01	Form of Notes; Book Entry Provisions	39
	Section 4.02	Special Transfer Provisions	41

ARTICLE V ORIGINAL ISSUE OF NOTES			46
	Section 5.01	Original Issue of the 2.875% 2020 Notes	46
	Section 5.02	Original Issue of the 3.950% 2020 Notes	46
	Section 5.03	Original Issue of the 2.875% 2021 Notes	47
	Section 5.04	Original Issue of the 2.250% 2021 Notes	47
	Section 5.05	Original Issue of the 3.250% 2022 Notes	47
	Section 5.06	Original Issue of the 3.550% 2022 Notes	47
	Section 5.07	Original Issue of the 2.750% 2023 Notes	47
	Section 5.08	Original Issue of the 3.250% 2023 Notes	47
	Section 5.09	Original Issue of the 4.000% 2023 Notes	47
	Section 5.10	Original Issue of the 3.625% 2024 Notes	47

	Section 5.11	Original Issue of the 3.875% 2025 Notes	48
	Section 5.12	Original Issue of the 3.450% 2027 Notes	48
	Section 5.13	Original Issue of the 3.900% 2028 Notes	48
	Section 5.14	Original Issue of the 5.700% 2040 Notes	48
	Section 5.15	Original Issue of the 5.250% 2043 Notes	48
	Section 5.16	Original Issue of the 4.625% 2044 Notes	48
	Section 5.17	Original Issue of the 5.000% 2045 Notes	48
	Section 5.18	Original Issue of the 4.350% 2047 Notes	48
	Section 5.19	Original Issue of the 4.550% 2048 Notes	49

ARTICLE VI AMENDMENTS, SUPPLEMENTS AND WAIVERS			49
	Section 6.01	Amendments, Supplements and Waivers	49

ARTICLE VII MISCELLANEOUS			49
	Section 7.01	Ratification of Indenture	49
	Section 7.02	Trustee Not Responsible for Recitals	49
	Section 7.03	Governing Law	49
	Section 7.04	Separability	49
	Section 7.05	Counterparts	49

EXHIBIT A	FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO REGULATION S
EXHIBIT B	FORM OF 2.875% 2020 NOTES
EXHIBIT C	FORM OF 3.950% 2020 NOTES
EXHIBIT D	FORM OF 2.875% 2021 NOTES
EXHIBIT E	FORM OF 2.250% 2021 NOTES
EXHIBIT F	FORM OF 3.250% 2022 NOTES
EXHIBIT G	FORM OF 3.550% 2022 NOTES
EXHIBIT H	FORM OF 2.750% 2023 NOTES
EXHIBIT I	FORM OF 3.250% 2023 NOTES
EXHIBIT J	FORM OF 4.000% 2023 NOTES
EXHIBIT K	FORM OF 3.625% 2024 NOTES
EXHIBIT L	FORM OF 3.875% 2025 NOTES
EXHIBIT M	FORM OF 3.450% 2027 NOTES
EXHIBIT N	FORM OF 3.900% 2028 NOTES
EXHIBIT O	FORM OF 5.700% 2040 NOTES
EXHIBIT P	FORM OF 5.250% 2043 NOTES
EXHIBIT Q	FORM OF 4.625% 2044 NOTES
EXHIBIT R	FORM OF 5.000% 2045 NOTES
EXHIBIT S	FORM OF 4.350% 2047 NOTES
EXHIBIT T	FORM OF 4.550% 2048 NOTES

	BRISTOL-MYERS SQUIBB COMPANY

	By:	/s/ William Szablewski
		Name: William Szablewski
		Title: Assistant Treasurer

¹⁰	Regulation 144A Note ISIN:	US110122BG27
	Regulation S Note ISIN:	USU11009AG94

	THE BANK OF NEW YORK MELLON,
	as Trustee

	By:	/s/ Laurence J. O’Brien
		Name: Laurence J. O’Brien
		Title: Vice President

¹	Regulation 144A Note CUSIP:	110122 BC1
	Regulation S Note CUSIP:	U11009 AC8

²	Regulation 144A Note ISIN:	US110122BC13
	Regulation S Note ISIN:	USU11009AC80

³	Regulation 144A Note CUSIP:	110122 BD9
	Regulation S Note CUSIP:	U11009 AD6

⁴	Regulation 144A Note ISIN:	US110122BD95
	Regulation S Note ISIN:	USU11009AD63

⁵	Regulation 144A Note CUSIP:	110122 BE7
	Regulation S Note CUSIP:	U11009 AE4

⁶	Regulation 144A Note ISIN:	US110122BE78
	Regulation S Note ISIN:	USU11009AE47

⁷	Regulation 144A Note CUSIP:	110122 BF4
	Regulation S Note CUSIP:	U11009 AC8

⁸	Regulation 144A Note ISIN:	US110122BF44
	Regulation S Note ISIN:	USU11009AF12

⁹	Regulation 144A Note CUSIP:	110122 BG2
	Regulation S Note CUSIP:	U11009 AG9

¹¹	Regulation 144A Note CUSIP:	110122 BH0
	Regulation S Note CUSIP:	U11009 AH7

¹²	Regulation 144A Note ISIN:	US110122BH00
	Regulation S Note ISIN:	USU11009AH77

¹³	Regulation 144A Note CUSIP:	110122 BJ6
	Regulation S Note CUSIP:	U11009 AJ3

¹⁴	Regulation 144A Note ISIN:	US110122BJ65
	Regulation S Note ISIN:	USU11009AJ34

¹⁵	Regulation 144A Note CUSIP:	110122 BK3
	Regulation S Note CUSIP:	U11009 AK0

¹⁶	Regulation 144A Note ISIN:	US110122BK39
	Regulation S Note ISIN:	USU11009AK07

¹⁷	Regulation 144A Note CUSIP:	110122 BL1
	Regulation S Note CUSIP:	U11009 AL8

¹⁸	Regulation 144A Note ISIN:	US110122BL12
	Regulation S Note ISIN:	USU11009AL89

¹⁹	Regulation 144A Note CUSIP:	110122 BM9
	Regulation S Note CUSIP:	U11009 AM6

²⁰	Regulation 144A Note ISIN:	US110122BM94
	Regulation S Note ISIN:	USU11009AM62

²¹	Regulation 144A Note CUSIP:	110122 BN7
	Regulation S Note CUSIP:	U11009 AN4

²²	Regulation 144A Note ISIN:	US110122BN77
	Regulation S Note ISIN:	USU11009AN46