8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 3, 2017

Bristol-Myers Squibb Company

(Exact Name of Registrant as Specified in Its Charter)

Delaware	1-1136	22-0790350
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification Number)
	345 Park Avenue New York, NY 10154 (Address of Principal Executive Office)

Registrant’s telephone number, including area code: (212) 546-4000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)(c)      On March 8, 2017, Bristol-Myers Squibb Company (the “Company”) announced the appointment and departure of certain officers and directors as follows:

· Thomas J. Lynch, Jr., M.D., will resign from the Board of Directors effective March 15, 2017 and will be appointed as Executive Vice President and Chief Scientific Officer effective March 16, 2017.  The size of the Board will be set at thirteen directors for the period between March 15, 2017 and May 2, 2017. As previously announced, at the 2017 annual meeting of stockholders, eleven directors will stand for election and the size of the Board will return to eleven directors.

· Francis Cuss, Executive Vice President and Chief Scientific Officer, will retire from the Company after a three-month transition period.

Dr. Lynch, 56, has served as the Chairman and Chief Executive Officer of Massachusetts General Physicians Organization since July 2015. He has also served as a member of the Board of Directors of Massachusetts General Hospital since 2015.  From 2009 to 2015, he was the Director of Yale Cancer Center and the Richard and Jonathan Sackler Professor of Internal Medicine, Yale Cancer Center, Yale School of Medicine. He also served as the Physician-in-Chief of Smilow Cancer Hospital, Yale-New Haven. Prior to 2009, he served as Professor of Medicine at Harvard Medical School and Chief of Hematology/Oncology at Massachusetts General Hospital. Dr. Lynch is a member of the American Association for Cancer Research, the American Society of Clinical Oncology, and the International Association for the Study of Lung Cancer.

There are no arrangements or understandings between Dr. Lynch and any other persons pursuant to which he was selected as an officer.  As disclosed above, in 2015, Dr. Lynch became the Chairman and Chief Executive Officer of the Massachusetts General Physicians Organization (MGPO) and a member of the Board of Directors of Massachusetts General Hospital (MGH). The MGPO and MGH comprise the operating structure of the General Hospital Corporation, which is the largest part of the parent corporation, Partners HealthCare, a not-for-profit healthcare system. The company has made both business and charitable payments to MGH for many years, including for research studies and grants led by principal investigators affiliated with the hospital. The company paid MGH approximately $316,000 in 2016, which accounted for less than 0.01% of Partners HealthCare’s revenues for the fiscal year ended September 30, 2016.

(e)           In connection with his appointment as Executive Vice President and Chief Scientific Officer, Dr. Lynch will receive the following compensation effective March 16, 2017:

· An annual base salary of $1,000,000;

· Eligibility for an annual incentive payout under the Company’s Senior Executive Performance Incentive Plan or any successor annual bonus plan based on a target bonus opportunity of 120% of his base salary subject to the attainment of one or more pre-established performance goals established by the Board or a Board Committee;

· Long-term incentive awards valued at $3,375,000 which will be granted 60% in the form of performance share units ($2,025,000) and 40% as market share units ($1,350,000).  The terms and conditions of the awards will be substantially similar to the Company’s standard form of award agreements under the Company’s 2012 Stock Award and Incentive Plan; and

· Change-in-control and severance benefits in the event of involuntary termination without cause in the same form as provided to the current Named Executive Officers of the Company.

In addition, Dr. Lynch will receive a lump-sum cash payment of $1,400,000, to be paid in two equal installments, and a Restricted Stock Unit award valued at $1,400,000 that will vest at the rate of 25% on each of the first, second, third and fourth anniversaries of the grant date.

An Offer Letter from the Company to Dr. Lynch outlining this compensation arrangement was executed on March 3, 2017 and is attached to this report as Exhibit 10.1 and incorporated herein by reference.  A copy of the press release announcing these changes is also attached to this report as Exhibit 99.1 and incorporated herein by reference.

Statement on Cautionary Factors

This Report contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding, among other things, statements relating to goals, plans and projections regarding the Company’s financial position, results of operations, market position, product development and business strategy. These statements may be identified by the fact that they use words such as “anticipate”, “estimates”, “should”, “expect”, “guidance”, “project”, “intend”, “plan”, “believe” and other words and terms of similar meaning in connection with any discussion of future operating or financial performance. Such forward-looking statements are based on current expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change any of them, and could cause actual outcomes and results to differ materially from current expectations.

These factors include, among other things, effects of the continuing implementation of governmental laws and regulations related to Medicare, Medicaid, Medicaid managed care organizations and entities under the Public Health Service 340B program, pharmaceutical rebates and reimbursement, market factors, competitive product development and approvals, pricing controls and pressures (including changes in rules and practices of managed care groups and institutional and governmental purchasers), economic conditions such as interest rate and currency exchange rate fluctuations, judicial decisions, claims and concerns that may arise regarding the safety and efficacy of in-line products and product candidates, changes to wholesaler inventory levels, variability in data provided by third parties, changes in, and interpretation of, governmental regulations and legislation affecting domestic or foreign operations, including tax obligations, changes to business or tax planning strategies, difficulties and delays in product development, manufacturing or sales including any potential future recalls, patent positions, the ultimate outcome of any litigation matter, our level of indebtedness and risks, disruption, costs and uncertainty caused by or related to the actions of stockholders. These factors also include the Company’s ability to execute successfully its strategic plans, including its business development strategy, the expiration of patents or data protection on certain products, including assumptions about the Company’s ability to retain patent exclusivity of certain products, and the impact and result of governmental investigations. There can be no guarantees with respect to pipeline products that future clinical studies will support the data described in this release, that the compounds will receive necessary regulatory approvals, or that they will prove to be commercially successful; nor are there guarantees that regulatory approvals will be sought, or sought within currently expected timeframes, or that contractual milestones will be achieved. For further details and a discussion of these and other risks and uncertainties, see the Company’s periodic reports, including the annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, filed with or furnished to the SEC. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

Item 9.01.          Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Offer Letter to Thomas J. Lynch, Jr., M.D.
99.1	Press release dated March 8, 2017

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Bristol-Myers Squibb Company
By:	/s/ Katherine R. Kelly
Name:	Katherine R. Kelly
Title:	Associate General Counsel and Corporate Secretary

Dated: March 8, 2017

EXHIBIT INDEX

Exhibit No.	Description
10.1	Offer Letter to Thomas J. Lynch, Jr., M.D.
99.1	Press release dated March 8, 2017

EX-10.1

Exhibit 10.1

Bristol-Myers Squibb

March 2, 2017

Dr. Thomas J. Lynch, Jr.

[Address omitted]

Dear Tom,

On behalf of Dr. Giovanni Caforio, Chief Executive Officer, I am pleased to extend our offer to you to join Bristol-Myers Squibb as an employee.This is an exciting time for our Company. We are a recognized leader in our industry with a clear mission to discover, develop and deliver innovative medicines that help patients prevail over serious diseases. We look forward to you joining us and being part of a culture that thrives on the passion and collaboration of diverse, talented and valued colleagues across the globe.

Position and Location: Your position will be Executive Vice President and Chief Scientific Officer. I trust that in your conversations with us you have developed a good understanding of the responsibilities and obligations of the role. The position will be located in our New York Office.

Grade and Salary: Your salary grade will be level E13.Your base salary will be $1,000,000 per year and will be paid bi-weekly $38,462. The Bristol-Myers Squibb salary program provides for regular salary reviews.

Annual Bonus Plan:  You will also be a participant in the Bristol-Myers Squibb Annual Bonus Plan. Your annual bonus target is 120% of base salary.  During your initial year of employment, your bonus opportunity will be prorated based on your start date.  During the course of our discussions, you were provided with detailed information explaining our annual bonus program.

Long-Term Incentive Program:  You will be eligible to participate in the Company’s Long-Term Incentive Program and receive annual equity grants, of which 60% will be in performance share units and 40% in market share units (restricted stock units that are tied to the performance of the Company’s stock price). Your annual long-term incentive guideline target will be 270% of base salary to which an individual performance factor may be applied each year. Annual long-term incentive guidelines are reviewed periodically and may change at the sole discretion of the Company.  During the course of our discussions, you were provided with detailed information explaining the Long-Term Incentive Program.

Sign-on Bonus:  You will receive a sign-on bonus of $1,400,000 (taxable income): $700,000 is to be paid not later than 30 days from your start date and $700,000 to be paid on December 30, 2017.Each payment is contingent upon your continued employment and satisfactory performance through the payment date. Should you voluntarily leave Bristol-Myers Squibb or are terminated for cause within 12 months of a payment, you will be required to repay that payment to the Company (net after taxes).  With respect to this cash sign-on bonus, if your employment is terminated by BMS without “Cause”, or you voluntarily terminate for “Good Reason”, as each such term is defined in the Change in Control (CIC) Agreement, annexed hereto,  whether or not such termination is associated with a Change In Control and/or qualifies as a “Qualifying Termination” within the meaning of the CIC Agreement, BMS or any successor thereto shall be obligated to pay you the balance of the unpaid portion of such sign-on bonus within 30 days following such termination.

Restricted Stock Units: Upon joining Bristol-Myers Squibb, you will receive restricted stock units (the “RSU Grant”) under the Bristol-Myers Squibb Stock Award and Incentive Plan (“Current Plan”) valued at $1,400,000. The number of restricted stock units you receive will be determined based on the average of the Company’s closing stock price on the Grant Date and the nine consecutive trading days immediately preceding the Grant Date, and will be communicated to you after your start date.The “Grant Date” is defined as the first business day of the month following your start date (or on your start date if it falls on the first business day of the month). Contingent on your continued employment with the Company, these units will vest 25% per year over four years following the Grant Date. The RSU Grant is subject to the terms and conditions of the Current Plan and the restricted stock unit agreement setting forth the RSU Grant.

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Legal Fees:   BMS has agreed to reimburse you up to a maximum of $25,000 for legal fees associated with the negotiations of the terms and conditions of this offer of employment.

Other:  With respect to indemnification, directors and officers insurance, expense reimbursement/executive travel, you shall be subject to the same policies and programs as are generally applicable to our other Named Executive Officers.

Relocation Policy:  You will be eligible for relocation benefits in accordance with the applicable BMS Relocation Policy previously shared with you.

Vacation: You are eligible for up to 4 weeks of vacation per calendar year, with the opportunity to earn additional weeks of vacation based on years of service.Vacation time is earned at a rate of 10% of the annual allotment for each full calendar month worked. An employee will be considered to have worked a full calendar month if s/he works at least 50% of his/her regular work schedule during that calendar month. Each year Bristol-Myers Squibb celebrates approximately 13 paid holidays.Of these, nine are usually fixed holidays, representing important days of national significance, such as New Year’s Day,President’s Day,and Thanksgiving Day.Each year,Bristol-Myers Squibb will issue its holiday schedule for the following calendar year.The remaining four days are optional holidays.As a new hire,your optional holidays will be pro-rated based on your start date.

Change in Control / Severance:You will be eligible to participate in the Bristol-Myers Squibb Senior Executive Severance Plan.  You are also a party to the Change-In-Control Agreement attached hereto.

Employee Benefits Program:  We are a Company focused on engaging, empowering and enriching our people. Upon joining Bristol-Myers Squibb you will be eligible for a wide range of compelling and competitive employee benefits that offer choice,flexibility and opportunities to save for the future.Shortly,under separate cover,you will be provided with information about the health,life insurance, and retirement savings benefits available through Bristol-Myers Squibb and the resources that will enable you to begin making your benefit choices.If you receive this information prior to joining the Company,you may make your health and insurance benefits selections before your employment begins, however,your elections will be pending until your actual start date. Otherwise,you will have 31 days from your start date or date you receive your benefit materials in which to enroll in your health and life insurance benefits (see next page). Additionally,under separate cover, you will be provided with information regarding the Bristol-Myers Squibb Company Savings and Investment Program (the 401 (k) Savings Plan). Savings Plan enrollment materials will be sent to you from Fidelity as soon as administratively feasible following your employment date and will provide information about the plan and online tools that are available to you.

Be sure to carefully review the plan information that describes eligibility requirements for each of the plans and the applicable enrollment timeframes.The following chart provides an overview of the types of benefit plans offered provided you meet the eligibility requirements and some general information about the types of enrollment decisions required*:

Employee Benefits	Enrollment Details	Eligibility
·      Medical Plans** ·      Dental Plans** ·      Vision Plan** ·      Legal Services Plan ** ·      Employee Life Insurance** ·      Dependent Life Insurance ·      Health Care and Dependent Care Flexible Spending Accounts ·      Health Savings Account (available with enrollment in the high deductible Consumer Choice Health Plan option).	More information about benefits, enrollment, and how to make your benefit choices through [                     ] will be sent to your home address. For more information about health care benefits, go to: [                                ] (no password needed) If you have questions, call Benefits Services at [                ].	Employees who are regularly scheduled to work for BMS are eligible to participate.

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·     Savings and Investment Program (the 401(k) Savings Plan)	Enrollment is available through Fidelity as soon as administratively possible following your first week of employment. To enroll online, go to: [                          ] To speak with a representative, call the Fidelity Investments Service Center for Bristol-Myers Squibb at [                          ].	To be eligible for the Savings Plan you must be scheduled to work at least 1,000 per year.
·      Short-Term and Long-Term Disability Plans ·      Business Travel Accident Plan ·      Business Travel Medical Insurance	Enrollment is automatic for all eligible employees and is effective as of the first day of active employment.	Employees who are regularly scheduled to work for BMS are eligible.

*          The description in the above chart is intended to give you general information regarding the benefits that may be offered. The official plan documents and benefits materials to be distributed regarding each specific plan will control with respect to eligibility to participate in each plan and the time frames required for enrollment. The company reserves the right, in its sole discretion, to amend, modify or eliminate any benefit described herein or otherwise at any time.

**If you are an eligible employee who does not enroll within 31 days of your start date or receipt of plan materials, whichever is later, you will be provided with default benefit coverage for medical coverage for yourself only, employee life insurance of 1x base pay and no dental, vision or legal services coverage.

Benefits Services is a resource that can address and/or guide you to the answers for certain benefit questions. To reach a Benefits Services representative, call [                 ].

Pre-Placement Requirements: This offer of employment is contingent upon your satisfactory completion of the following:

• A drug screening analysis which must have a negative result. A refusal to submit to a drug screening test will result in the withdrawal of the offer of employment.

Employment At-Will: At all times during your employment with BMS, you will be an employee at-will, you acknowledge and agree that you are employed at-will,  and you and BMS are free to terminate the employment relationship at any time with or without cause and with or without notice.

Employment offer conditioned on acceptance of Agreements:In exchange for this offer of employment, the benefits outlined in this offer letter, your eligibility to participate in the BMS Annual Bonus Plan (for non- field sales personnel) or incentive compensation plans (for field sales personnel) and as a condition of your employment, you will be required to execute two Agreements, the Employee Confidential Information and Noncompetition Agreement, and Mutual Arbitration Agreement located on the Onboarding Portal. Please review these agreements carefully and sign these documents prior to your first day of work. They must be returned along with your signed offer letter on your first day of employment as instructed below. Although your signature on the Agreements is required, if you begin employment with the Company without signing the Agreements, you will be deemed to have accepted the terms of both Agreements and this offer letter.

BMS Employee Confidential Information and Noncompetition Agreement: The Agreement contains restrictive covenants, including non-compete and non-solicitation provisions, as well as provisions that protect BMS patents, inventions, and confidential information. We also want you to understand that Bristol-Myers Squibb will expect you not to use confidential or proprietary information from present or former employers in your role at Bristol-Myers Squibb Company.

Mutual Arbitration Agreement:   This Agreement requires both BMS and you to agree to bring any employment-related disputes in arbitration rather than in court, and provides that no claims covered by the Agreement may be brought as a class action, collective action, or representative action in court or in arbitration.

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As a condition of employment at BMS you will be asked to confirm in writing that you will not disclose to BMS any confidential information in the nature of trade secrets belonging to others. Consistent with this agreement, you are expected to leave behind all of your former employer’s confidential information, including external drives or other storage media (personal or otherwise) and to honor your confidentiality obligations at all times while employed at BMS.

We look forward to you joining Bristol-Myers Squibb and hope you’ll find this offer satisfactory in every respect. Your anticipated start date will be March 16, 2017.   Please bring a signed copy of this offer letter and Employee Confidential Information, Noncompetition Agreement and Mutual Arbitration Agreement on your first day. If you have any questions, please do not hesitate to call me.

Sincerely,

/s/ Ann Powell Judge

Ann Powell Judge

Chief Human Resource Officer

I accept this offer with the terms and conditions as outlined in this letter:

/s/ Thomas J. Lynch	3/3/2017
Thomas J. Lynch	Date

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EX-99.1

Exhibit 99.1

Bristol-Myers Squibb Appoints Dr. Thomas J. Lynch, Jr., Executive Vice President and Chief Scientific Officer

(NEW YORK, March 8, 2017) – Bristol-Myers Squibb Company (NYSE: BMY) today announced that it has appointed Dr. Thomas J. Lynch, Jr., 56, executive vice president and chief scientific officer, effective March 16, 2017. He succeeds Dr. Francis Cuss, 62, who will retire from the company. Dr. Cuss will serve as an advisor to the company for the next three months to ensure a seamless transition. In connection with today’s announcement, Dr. Lynch will step down from the Board of Directors of Bristol-Myers Squibb, effective March 15, 2017.

Dr. Lynch has more than 30 years of medical, management and leadership experience, including more than 23 years at Massachusetts General Hospital (MGH). He served as chairman and chief executive officer of Massachusetts General Physicians Organization and as a member of the MGH Board from 2015 to 2017. Before returning to MGH, Dr. Lynch served as the director of Yale Cancer Center and was the Richard and Jonathan Sackler Professor of Internal Medicine at the Yale School of Medicine from 2009 to 2015. While at MGH in 2004, Dr. Lynch was part of the team credited with the significant discovery that certain genetic mutations in lung cancer patients caused therapies to work for some individuals and not for others.

“We are pleased to welcome Tom to the leadership team at Bristol-Myers Squibb,” said Giovanni Caforio, M.D., chief executive officer and chairman designate of Bristol-Myers Squibb. “Tom is an internationally recognized oncologist known for his leadership in the treatment of lung cancer and has made significant contributions to the field of targeted therapies throughout his career. Tom brings deep industry knowledge and a sophisticated understanding of the Bristol-Myers Squibb Research & Development program from his experience as a member of our Board. As we transition to our next phase of growth, we are confident Tom is the right person to lead our dynamic R&D organization as we focus on accelerating the development of our Immuno-Oncology medicines and fully realizing the extraordinary potential of our diverse, innovative pipeline. With deep experience as a clinical researcher, leader of large research centers and a practicing physician, Tom brings unique, important and timely perspectives to the business.”

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Dr. Lynch said, “Throughout my career, I have been devoted to advancing oncology research, with a particular focus on lung cancer. I have seen firsthand Bristol-Myers Squibb’s commitment to making a meaningful difference in the lives of patients, and I am honored to lead the company’s R&D program, where lung cancer research is a core area of focus in a highly successful Immuno-Oncology development program. I have a strong appreciation for the depth of Bristol-Myers Squibb’s portfolio and rich pipeline in oncology as well as in the fields of cardiovascular diseases, immunoscience and fibrosis. We have a number of significant opportunities and are uniquely positioned to transform cancer care. I am confident that our team will continue to discover and develop innovative medicines that address serious diseases in areas of significant unmet medical need.”

Caforio concluded, “On behalf of the Board and leadership team, I want to thank Francis for his hard work and dedication to Bristol-Myers Squibb for more than 13 years. Our portfolio and pipeline have been significantly strengthened during his time leading Discovery and R&D, and we wish him the best in his retirement.”

“It has been an honor to lead Bristol-Myers Squibb’s talented R&D team during such a transformative period for the company,” said Cuss. “Today, Bristol-Myers Squibb is creating unprecedented opportunities to address some of the most challenging disease areas in ways we never thought possible even five years ago. I’ve come to know Tom well in his capacity as a board member and I am confident that under his leadership the team will continue to flourish and find new ways to discover, develop and deliver innovative medicines that make a difference in the lives of patients.”

About Dr. Thomas J. Lynch, Jr.

Dr. Lynch has served as chairman and chief executive officer of Massachusetts General Physicians Organization and a member of the Massachusetts General Hospital Board since 2015. From 2009 to 2015, Dr. Lynch was director of Yale Cancer Center and was the Richard and Jonathan Sackler Professor of Internal Medicine, Yale Cancer Center, Yale School of Medicine. He has also served as the Physician in Chief of Smilow Cancer Hospital, Yale-New Haven, since 2009. Prior to 2009, Dr. Lynch was Professor of Medicine at Harvard Medical School and chief of Hematology/Oncology at Massachusetts General Hospital. Dr. Lynch is a member of the American Association for Cancer Research, the American Society of Clinical Oncology, and the International Association for the Study of Lung Cancer.

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About Bristol-Myers Squibb

Bristol-Myers Squibb is a global biopharmaceutical company whose mission is to discover, develop and deliver innovative medicines that help patients prevail over serious diseases. For more information about Bristol-Myers Squibb, visit us at BMS.com or follow us on LinkedIn, Twitter, YouTubeand Facebook.

Statement on Cautionary Factors

This Report contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding, among other things, statements relating to goals, plans and projections regarding the company’s financial position, results of operations, market position, product development and business strategy. These statements may be identified by the fact that they use words such as “anticipate”, “estimates”, “should”, “expect”, “guidance”, “project”, “intend”, “plan”, “believe” and other words and terms of similar meaning in connection with any discussion of future operating or financial performance. Such forward-looking statements are based on current expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change any of them, and could cause actual outcomes and results to differ materially from current expectations.

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These factors include, among other things, effects of the continuing implementation of governmental laws and regulations related to Medicare, Medicaid, Medicaid managed care organizations and entities under the Public Health Service 340B program, pharmaceutical rebates and reimbursement, market factors, competitive product development and approvals, pricing controls and pressures (including changes in rules and practices of managed care groups and institutional and governmental purchasers), economic conditions such as interest rate and currency exchange rate fluctuations, judicial decisions, claims and concerns that may arise regarding the safety and efficacy of in-line products and product candidates, changes to wholesaler inventory levels, variability in data provided by third parties, changes in, and interpretation of, governmental regulations and legislation affecting domestic or foreign operations, including tax obligations, changes to business or tax planning strategies, difficulties and delays in product development, manufacturing or sales including any potential future recalls, patent positions, the ultimate outcome of any litigation matter, our level of indebtedness and risks, disruption, costs and uncertainty caused by or related to the actions of stockholders. These factors also include the Company’s ability to execute successfully its strategic plans, including its business development strategy, the expiration of patents or data protection on certain products, including assumptions about the Company’s ability to retain patent exclusivity of certain products, and the impact and result of governmental investigations. There can be no guarantees with respect to pipeline products that future clinical studies will support the data described in this release, that the compounds will receive necessary regulatory approvals, or that they will prove to be commercially successful; nor are there guarantees that regulatory approvals will be sought, or sought within currently expected timeframes, or that contractual milestones will be achieved. For further details and a discussion of these and other risks and uncertainties, see the Company’s periodic reports, including the annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, filed with or furnished to the SEC. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

Contacts

Bristol-Myers Squibb

Media:

Laura Hortas, 609-252-4587

laura.hortas@bms.com

Investors:

John Elicker, 609-252-4611

john.elicker@bms.com

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