On August 17, 2022, BMS acquired Turning Point for $4.1 billion of cash (or $3.3 billion net of cash acquired). Turning Point is a clinical-stage precision oncology company with a pipeline of investigational medicines designed to target the common mutations and alterations that drive cancer growth. The acquisition provides BMS rights to Turning Point's lead asset, repotrectinib, and other clinical and pre-clinical stage assets. The transaction was accounted for as a business combination requiring all assets acquired and liabilities assumed to be recognized at their fair value as of the acquisition date.


Dollars in Millions	Total Consideration
Cash consideration for outstanding shares	$	3,811
Cash consideration for equity awards	302
Consideration paid	4,113
Less: Unvested stock awards (a)	153
Total consideration to be allocated	$	3,960

(a) Includes unvested equity awards of $73 million expensed in Marketing, selling, and administrative and $80 million expensed in Research and development during the three months ended September 30, 2022.

The purchase price allocation resulted in the following amounts being allocated to the assets acquired and liabilities assumed as of the acquisition date based upon their respective fair values summarized below:


Dollars in Millions	Purchase Price Allocation
Cash and cash equivalents	$	795
Other current assets	14
Intangible assets (a)	2,971
Deferred income tax assets	229
Other non-current assets	10
Deferred income tax liabilities	(643)
Other current liabilities	(111)
Identifiable net assets acquired	$	3,265
Goodwill (b)	695
Total consideration allocated	$	3,960

(a) Intangible assets primarily consist of IPRD allocated to repotrectinib ($2.8 billion), a potential best-in-class tyrosine kinase inhibitor targeting the ROS1 and NTRK oncogenic drivers in NSCLC and other advanced solid tumors. Repotrectinib is currently in registrational Phase II study in adults and a Phase I/II study in pediatric patients. The estimated fair value of IPRD assets was determined using an income approach valuation method.

The results of Turning Point's operations were included in the consolidated financial statements commencing August 18, 2022, and were not material. Historical financial results of the acquired entity were not significant.

The following table summarizes the financial impact of divestitures including royalties, which are included in Other (income)/expense, net. Revenue and pretax earnings related to all divestitures were not material in all periods presented (excluding divestiture gains or losses).


	Three Months Ended September 30,
	Net Proceeds(a)				Divestiture (Gains)/Losses				Royalty Income
Dollars in Millions	2022		2021		2022		2021		2022		2021
Diabetes Business	$	205	$	153	$	—	$	—	$	(205)	$	(159)



Mature Products and Other	1		35		—		2		—		(1)
Total	$	206	$	188	$	—	$	2	$	(205)	$	(160)


	Nine Months Ended September 30,
	Net Proceeds(a)				Divestiture (Gains)/Losses				Royalty Income
Dollars in Millions	2022		2021		2022		2021		2022		2021
Diabetes Business	$	562	$	449	$	—	$	—	$	(595)	$	(445)



Mature Products and Other	229		121		(211)		(9)		(2)		(2)
Total	$	791	$	570	$	(211)	$	(9)	$	(597)	$	(447)

In May 2022, BMS agreed to sell its manufacturing facility in Syracuse, New York to LOTTE Corporation for approximately $170 million. The transaction is expected to close during the first quarter of 2023, subject to certain regulatory approvals and other closing conditions and will be accounted for as a sale of a business. The business was accounted for as held-for-sale and its assets were reduced to the estimated relative fair value resulting in a $43 million impairment charge recorded to Cost of products sold during the second quarter of 2022. Assets and liabilities reclassified to held-for-sale and included within Other current assets and Other current liabilities were $155 million and $6 million, respectively, as of September 30, 2022.

During the first quarter of 2022, product rights to several mature products were sold to Cheplapharm, resulting in cash proceeds of $221 million and a divestiture gain of $211 million.

The following table summarizes the financial impact of Keytruda* royalties, Tecentriq* royalties and milestones for products that have not obtained commercial approval, which are included in Other (income)/expense, net.


	Three Months Ended September 30,				Nine Months Ended September 30,
Dollars in Millions	2022		2021		2022		2021
Keytruda* royalties	$	(268)	$	(215)	$	(732)	$	(611)
Tecentriq* royalties	(24)		(22)		(68)		(67)

Contingent milestone income	—		(10)		(46)		(12)
Amortization of deferred income	(18)		3		(41)		(27)
Biohaven sublicense income	(55)		—		(55)		—
Other royalties and licensing income	(9)		(21)		(25)		(33)
Total	$	(374)	$	(265)	$	(967)	$	(750)

During the first quarter of 2022, BMS obtained a global exclusive license to Immatics’ TCR bispecific IMA401 program. IMA401 is being studied in oncology and a Clinical Trial Application has been approved by the German federal regulatory authority. The trial commenced in May 2022. BMS and Immatics collaborate on the development and BMS will be responsible for the commercialization of IMA401 worldwide, including strategic decisions, regulatory responsibilities, funding and manufacturing. Immatics has the option to co-fund U.S. development in exchange for enhanced U.S. royalty payments and/or to co-promote IMA401 in the U.S. The transaction included an upfront payment of $150 million which was expensed to Acquired IPRD in the first quarter of 2022. Immatics is eligible to receive contingent development, regulatory and sales-based milestones of up to $770 million as well as royalties on global net sales.

During the first quarter of 2022, a Phase I development milestone for interlukin-12 (“IL-12”) was achieved resulting in a $175 million payment to Dragonfly and an Acquired IPRD charge. The parties also amended the terms of three future milestones by requiring the achievement of certain criteria by specified dates unless BMS notifies Dragonfly that it will discontinue development of IL-12. These milestones continue to be considered substantive and contingent because the decision to proceed will be based on an assessment of clinical data prior to the specified dates.

During the third quarter of 2021, BMS obtained a global exclusive license to Agenus’ proprietary AGEN1777 bispecific antibody program that blocks TIGIT and an additional target. AGEN1777 is being studied in oncology and a Phase I clinical trial was initiated in October 2021. BMS will be responsible for the development and any subsequent commercialization of AGEN1777 and its related products worldwide, including strategic decisions, regulatory responsibilities, funding and manufacturing. The transaction included an upfront payment of $200 million expensed to Acquired IPRD for the third quarter of 2021. Agenus is eligible to receive contingent development, regulatory and sales-based milestones up to $1.4 billion as well as royalties on global net sales.