RESTRICTED STOCK UNITS AGREEMENT UNDER THE BRISTOL-MYERS SQUIBB COMPANYRestricted Stock Units Agreement • February 15th, 2013 • Bristol Myers Squibb Co • Pharmaceutical preparations • New York
BRISTOL-MYERS SQUIBB COMPANY, a Delaware corporation (the “Company”), has granted to you the Restricted Stock Units (“RSUs”) specified in the Grant Summary, which is incorporated into this Restricted Stock Units Agreement (the “Agreement”) and deemed to be a part hereof. The RSUs have been granted to you under Section 6(e) of the 2012 Stock Award and Incentive Plan (the “Plan”), on the terms and conditions specified in the Grant Summary and this Agreement. Capitalized terms used in this Agreement that are not specifically defined herein shall have the meanings ascribed to such terms in the Plan.
MARKET SHARE UNITS AGREEMENT UNDER THE BRISTOL-MYERS SQUIBB COMPANYMarket Share Units Agreement • February 15th, 2013 • Bristol Myers Squibb Co • Pharmaceutical preparations • New York
BRISTOL-MYERS SQUIBB COMPANY, a Delaware corporation (the “Company”), has granted to you the Market Share Units (“MSUs”) specified in the Grant Summary, which is incorporated into this Market Share Units Agreement (the “Agreement”) and deemed to be a part hereof. The MSUs have been granted to you under Sections 6(i) and 7 of the 2012 Stock Award and Incentive Plan (the “Plan”), on the terms and conditions specified in the Grant Summary and this Agreement. Capitalized terms used in this Agreement that are not specifically defined herein shall have the meanings ascribed to such terms in the Plan.
PERFORMANCE SHARE UNITS AGREEMENT Under the Bristol-Myers Squibb CompanyPerformance Share Units Agreement • February 15th, 2013 • Bristol Myers Squibb Co • Pharmaceutical preparations • New York
Bristol-Myers Squibb Company (the “Company”) has granted you a Performance Share Units Award as set forth in the Grant Summary. This award is subject in all respects to the terms, definitions and provisions of the 2012 Stock Award and Incentive Plan (the “Plan”) adopted by the Company.
Confidential Treatment Requested AMENDED AND RESTATED TERRITORY B PRODUCT KNOW- HOW LICENSE AGREEMENT among SANOFI BRISTOL-MYERS SQUIBB COMPANY and BRISTOL- MYERS SQUIBB SANOFI PHARMACEUTICALS HOLDING PARTNERSHIP dated as of January 1, 2013...Territory B Product Know-How License Agreement • February 15th, 2013 • Bristol Myers Squibb Co • Pharmaceutical preparations • New York
This AMENDED AND RESTATED TERRITORY B PRODUCT KNOW-HOW LICENSE AGREEMENT (this “Agreement”) dated as of January 1, 2013 is hereby made by and among:
Confidential Treatment RequestedMaster Restructuring Agreement • February 15th, 2013 • Bristol Myers Squibb Co • Pharmaceutical preparations • New York
Reference is hereby made to that certain Master Restructuring Agreement, dated as of September 27, 2012 (the “Master Restructuring Agreement”), by and between Bristol-Myers Squibb Company, a Delaware corporation (“BMS”), and Sanofi, a société anonyme organized under the laws of the French Republic (“Sanofi”). Pursuant to Section 12.8 of the Master Restructuring Agreement, BMS and Sanofi intend to modify, amend or otherwise supplement the Master Restructuring Agreement as set forth herein. This letter shall be construed as an integral part thereof. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Master Restructuring Agreement.
Confidential Treatment Requested AMENDMENT TO THE PARTNERSHIP AGREEMENT OF BRISTOL-MYERS SQUIBB SANOFI PHARMACEUTICALS HOLDING PARTNERSHIPPartnership Agreement • February 15th, 2013 • Bristol Myers Squibb Co • Pharmaceutical preparations
This Amendment (this “Amendment”), dated as of January 1, 2013 (the “Effective Date”) to the Partnership Agreement (the “Partnership Agreement”) of Bristol-Myers Squibb Sanofi Pharmaceuticals Holding Partnership (“JVB”), dated as of January 1, 1997, by and between sanofi-aventis U.S. LLC (as successor-in-interest to Sanofi Pharmaceuticals, Inc., the “Sanofi Partner”) and Bristol-Myers Squibb Investco, L.L.C. (or any successor-in-interest, the “BMS Partner” and together with the Sanofi Partner, the “Parties” and, individually, each a “Party”). Except as otherwise noted, any capitalized terms not herein defined shall have the meaning ascribed to them in the Partnership Agreement.
Confidential Treatment Requested AMENDED AND RESTATED TERRITORY B1 PRODUCT KNOW-HOW LICENSE AGREEMENT among SANOFI BRISTOL-MYERS SQUIBB COMPANY and SANOFI-AVENTIS U.S. LLC dated as of January 1, 2013 *CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL...Territory B1 Product Know-How License Agreement • February 15th, 2013 • Bristol Myers Squibb Co • Pharmaceutical preparations • New York
This AMENDED AND RESTATED TERRITORY B1 PRODUCT KNOW-HOW LICENSE AGREEMENT (this “Agreement”) dated as of January 1, 2013 is hereby made by and among:
Confidential Treatment Requested ASSIGNMENT AGREEMENTAssignment Agreement • February 15th, 2013 • Bristol Myers Squibb Co • Pharmaceutical preparations • New York
This ASSIGNMENT AGREEMENT (this “Agreement”) dated as of January 1, 2013, is hereby made by and among: Bristol-Myers Squibb Sanofi Pharmaceuticals Holding Partnership, a Delaware partnership (“JVB”); Sanofi, a société anonyme organized and existing under the laws of the French Republic (“Sanofi”); Bristol-Myers Squibb Company, a corporation organized and existing under the laws of the State of Delaware (“BMS”); and sanofi-aventis U.S. LLC, a limited liability company organized and existing under the laws of the State of Delaware (“Assignee”, and together with JVB, BMS and Sanofi, the “Parties” and each, individually, a “Party”).
Confidential Treatment Requested TERMINATION AGREEMENTTermination Agreement • February 15th, 2013 • Bristol Myers Squibb Co • Pharmaceutical preparations
This Termination Agreement (the “Agreement”), is made as of January 1, 2013, by and between, Sanofi, a French société anonyme (“Sanofi”), and Bristol-Myers Squibb Company, a Delaware corporation (“BMS” and together with Sanofi, the “Parties” and, individually, each a “Party”) and relates to (i) the Territory A Alliance Support Agreement (the “JVA Support Agreement”), dated as of January 1, 1997, by and between Sanofi and BMS, as amended by that certain Amendment No. 1, dated of October 17, 2001 (“Amendment No. 1”), Amendment, dated October 2, 2007 (“Amendment No. 2”) and Amendment No. 3, dated April 10, 2012 (“Amendment No. 3” and together with, Amendment No. 1 and Amendment No. 2, the “Amendments”), (ii) that certain General Side Letter, dated January 2, 1997, from BMS to Sanofi (“General Side Letter”) and (iii) that certain Side Letter, dated January 2, 1997, from BMS to Sanofi regarding transfer pricing (“Side Letter” and together with the General Side Letter, the “Side Letters”). A
Confidential Treatment Requested AMENDED AND RESTATED TERRITORY A PRODUCT KNOW- HOW LICENSE AGREEMENT among SANOFI BRISTOL-MYERS SQUIBB COMPANY and SANOFI PHARMA BRISTOL-MYERS SQUIBB dated as of January 1, 2013 *CONFIDENTIAL TREATMENT REQUESTED....Territory a Product Know-How License Agreement • February 15th, 2013 • Bristol Myers Squibb Co • Pharmaceutical preparations • New York
This AMENDED AND RESTATED PRODUCT KNOW-HOW LICENSE AGREEMENT (this “Agreement”) dated as of January 1, 2013 is hereby made by and among:
Confidential Treatment Requested AMENDED AND RESTATED CLOPIDOGREL INTELLECTUAL PROPERTY LICENSE AGREEMENT between SANOFI and BRISTOL-MYERS SQUIBB SANOFI PHARMACEUTICALS HOLDING PARTNERSHIP dated as of January 1, 2013 *CONFIDENTIAL TREATMENT REQUESTED....Intellectual Property License Agreement • February 15th, 2013 • Bristol Myers Squibb Co • Pharmaceutical preparations • New York
This AMENDED AND RESTATED CLOPIDOGREL INTELLECTUAL PROPERTY LICENSE (this “Agreement”) dated as of January 1, 2013 is hereby made by and between:
Confidential Treatment Requested AMENDMENT NO. 4 TO THE TERRITORY B ALLIANCE SUPPORT AGREEMENTTerritory B Alliance Support Agreement • February 15th, 2013 • Bristol Myers Squibb Co • Pharmaceutical preparations
This Amendment No. 4 (this “Amendment No. 4”), dated as of January 1, 2013 (the “Effective Date”) to the Territory B Alliance Support Agreement (“JVB Support Agreement”), dated as of January 1, 1997, as amended by that certain Amendment No. 1, dated October 17, 2001 (“Amendment No. 1”), that certain Amendment, dated October 2, 2007 (“Amendment No. 2”) and that certain Amendment No. 3, dated April 10, 2012 (“Amendment No. 3”) is hereby made by and between Sanofi, a French société anonyme (“Sanofi”), and Bristol-Myers Squibb Company, a Delaware corporation (“BMS” and together with Sanofi, the “Parties” and, individually, each a “Party”). Except as otherwise noted, any capitalized terms not herein defined shall have the meaning ascribed to them in the JVB Support Agreement.
Confidential Treatment Requested AMENDED AND RESTATED CLOPIDOGREL INTELLECTUAL PROPERTY LICENSE AGREEMENT between SANOFI and SANOFI PHARMA BRISTOL-MYERS SQUIBB dated as of January 1, 2013 *CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS...Intellectual Property License Agreement • February 15th, 2013 • Bristol Myers Squibb Co • Pharmaceutical preparations • New York
This AMENDED AND RESTATED CLOPIDOGREL INTELLECTUAL PROPERTY LICENSE AGREEMENT (this “Agreement”) dated as of January 1, 2013, is hereby made by and between:
Confidential Treatment Requested AMENDMENT TO OTSUKA-BMS ABILIFY AGREEMENTSAmendment to Otsuka-BMS Abilify Agreements • February 15th, 2013 • Bristol Myers Squibb Co • Pharmaceutical preparations
THIS AMENDMENT TO OTSUKA-BMS ABILIFY AGREEMENTS (“Amendment”), effective as of October 29, 2012 (“Amendment Effective Date”), is by and between Otsuka Pharmaceutical Co., Ltd. (“Otsuka”), a corporation organized and existing under the laws of Japan, having a principal place of business at Shinagawa Grand Central Tower, 2-16-4 Konan, Minato-Ku, Tokyo, 108-8242 Japan, and Bristol-Myers Squibb Company (“BMS”), a corporation organized and existing under the laws of Delaware, having a principal place of business at Route 206 and Province Line Road, Princeton, New Jersey, 08540, USA. Otsuka and BMS shall be referred to herein individually as a “Party” and collectively as the “Parties.”
