China Services Agreement by and among Bristol-Myers Squibb Co and Mead Johnson



 Exhibit 10.26 
 CHINA SERVICES AGREEMENT 
 by and between 
 BRISTOL-MYERS SQUIBB COMPANY 
 and 
 MEAD JOHNSON NUTRITION COMPANY 
 Dated as of
February 10, 2009 







 TABLE OF CONTENTS 
  

							
	 SECTION 1.
	  	Definitions.	  	1
			
	 SECTION 2.
	  	Services.	  	4
				
		  	(a)	    	Services	  	4
		  	(b)	    	Standard of Performance	  	5
		  	(c)	    	Cooperation	  	5
		  	(d)	    	Return of Information	  	5
			
	 SECTION 3.
	  	Payments; Other BMS Covenants.	  	6
				
		  	(a)	    	BMS Payments	  	6
		  	(b)	    	MJN Payments	  	6
		  	(c)	    	Other BMS Covenants.	  	7
			
	 SECTION 4.
	  	Put Right and Call Right.	  	7
				
		  	(a)	    	Put Right	  	7
		  	(b)	    	Call Right	  	7
		  	(c)	    	Put/Call Right Notice	  	7
			
	 SECTION 5.
	  	Termination.	  	7
				
		  	(a)	    	Termination Date	  	7
		  	(b)	    	Termination of Services and Payments	  	7
			
	 SECTION 6.
	  	Miscellaneous.	  	8
				
		  	(a)	    	DISCLAIMER OF WARRANTIES	  	8
		  	(b)	    	Limitation of Liability.	  	8
		  	(c)	    	No Partnership or Joint Venture; Independent Contractor	  	8
		  	(d)	    	Further Assurances	  	9
		  	(e)	    	Confidentiality	  	9
		  	(f)	    	Interpretation	  	9
		  	(g)	    	Assignment; No Third-Party Beneficiaries	  	10
		  	(h)	    	Entire Agreement	  	10
		  	(i)	    	Counterparts	  	10
		  	(j)	    	Incorporation by Reference	  	10
		  	(k)	    	Tax Matters	  	10
		  	(l)	    	GOVERNING LAW	  	10

  

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 CHINA SERVICES AGREEMENT 
 This CHINA SERVICES AGREEMENT, dated as of February 10, 2009 (this “Agreement”), is by and between Bristol-Myers Squibb Company, a
Delaware corporation (“BMS”) and Mead Johnson Nutrition Company, a Delaware corporation (“MJN”). 
 W
I T N E S S E T H 
 WHEREAS, MJN is, prior to the Separation Date, a wholly
owned indirect subsidiary of BMS; 
 WHEREAS, BMS and MJN have entered into that certain Separation Agreement, dated as of even date herewith
(the “Separation Agreement”), pursuant to which substantially all of the Mead Johnson Business (as defined below) is being transferred under MJN’s control (the “Separation”); and 
 WHEREAS, in connection with the Separation, the Parties have determined that it is in their best interests to enter into this Agreement in respect of the
Mead Johnson Business in China. 
 NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants and undertakings
contained herein and the transactions contemplated by the Separation Agreement, the receipt and sufficiency of which are acknowledged, the Parties hereby mutually agree as follows: 
 SECTION 1. Definitions. Capitalized terms used and not otherwise defined herein will have the meanings ascribed to such terms in the Separation
Agreement. For purposes of this Agreement, the following words and phrases will have the following meanings: 
 “Actual Distribution
Amount” will have the meaning set forth in Section 3(a). 
 “Actual Distribution Amount Instruction” will have
the meaning set forth in Section 3(a). 
 “Agreement” will have the meaning set forth in the preamble of this
Agreement. 
 “BMS” will have the meaning set forth in the preamble of this Agreement. 
 “BMS Group Person” will have the meaning set forth in Section 2(a). 
 “BMS Payment Due Date” will have the meaning set forth in Section 3(a). 







 “BMS Subsidiary” means Mead Johnson Nutritionals (China) Ltd. 
 “BMS Subsidiary Cash” means, with respect to any date following the Separation Date, the product of (a) the cash held by BMS
Subsidiary on such date multiplied by (b) the Ownership Interest. 
 “BMS Subsidiary Shareholder” means Bristol-Myers
Squibb (China) Investment Company Limited, the direct holder of the BMS Subsidiary Shares. 
 “BMS Subsidiary Shares” means
all of the shares of the BMS Subsidiary which are held indirectly by BMS and directly by BMS Subsidiary Shareholder. 
 “BMS
Subsidiary Shares Transfer Value” will have the meaning set forth in the definition of Put/Call Consideration. 
 “Business
Day” means any day except Saturday, Sunday or any day on which banks are generally not open for business in the city of New York. 
 “Call Right” will have the meaning set forth in Section 4(b). 
 “Change of Control” means an
event that causes BMS and its Subsidiaries to cease to own or control 50% or more of the voting interests of MJN, including as a result of an acquisition of 50% or more of the voting interests of BMS by any one Person. 
 “Code” means the Internal Revenue Code of 1986, as amended from time to time. 
 “Consent Date” will have the meaning set forth in Section 3(b). 
 “Contribution” will have the meaning set forth in Section 3(b). 
 “Contribution Amount” will have the meaning set forth in Section 3(b). 
 “Contribution Date” will have the meaning set forth in Section 3(b). 
 “Governmental Authority” means any federal, state, local, foreign or international court, government, department, commission, board,
bureau, agency, official or other regulatory, administrative or governmental authority. 
 “Group” means the BMS Group or
the MJN Group, as applicable. 
 “Information” means information in written, oral, electronic or other tangible or
intangible form, stored in any medium, including studies, reports, records, books, contracts, instruments, surveys, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, prototypes,
samples, flow charts, data, computer data, disks, diskettes, tapes, computer programs or other software, marketing plans, customer names, communications by or to attorneys (including attorney-client privileged communications), memoranda and other
materials prepared by attorneys or under their direction (including attorney work product), and other technical, financial, employee or business information or data. 
  

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 “Initial Distribution Date” will have the meaning set forth in Section 3(a).

 “Insolvency Event” means the happening of any of the following events: 
 (a) an involuntary proceeding being commenced or an involuntary petition being filed in a court of competent jurisdiction seeking (i) relief in
respect of BMS, or of a substantial part of the property or assets of BMS, under Title 11 of the United States Code, or any other federal or state bankruptcy, insolvency, receivership or similar law, (ii) the appointment of a receiver, trustee,
custodian, sequestrator, conservator or similar official for BMS or for a substantial part of the property or assets of BMS, or (iii) the winding up or liquidation of BMS, and, in each case, such proceeding or petition continuing undismissed
for 60 days or an order or decree approving or ordering any of the foregoing being entered; or 
 (b) BMS (i) voluntarily commencing any
proceeding or filing any petition seeking relief under Title 11 of the United States Code, or any other federal or state bankruptcy, insolvency, receivership or similar law, (ii) consenting to the institution of, or failing to contest, in a
timely and appropriate manner, any proceeding or the filing of any petition described above in part (a) of the definition of Insolvency Event, (iii) applying for or consenting to the appointment of a receiver, trustee, custodian,
sequestrator, conservator or similar official for BMS or for a substantial part of the property or assets of BMS, (iv) filing an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) making a
general assignment for the benefit of its creditors, (vi) becoming unable, admiting in writing its inability or failing generally to pay its debts as they become due, or (vii) taking any action for the purpose of effecting any of the
foregoing. 
 “Law” means any law, statute, rule, regulation or other requirement imposed by a Governmental Authority.

 “Maximum Distribution Amount” will have the meaning set forth in Section 3(a). 
 “Maximum Distribution Amount Notice” will have the meaning set forth in Section 3(a). 
 “Maximum Distribution Amount Notice Date” will have the meaning set forth in Section 3(a). 
 “MJN” will have the meaning set forth in the preamble of this Agreement. 
 “MJN Group Person” will have the meaning set forth in Section 2(a). 
 “MJN Subsidiary” will have the meaning set forth in Section 4(a). 
  

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 “Net Actual Distribution Amount” will have the meaning set forth in Section 3(a).

 “Ownership Interest” means the percentage, expressed as a decimal fraction, of BMS Subsidiary’s total number of
issued and outstanding shares which are held, directly or indirectly, by BMS, which as of the date hereof equals 0.89. 
 “Put/Call
Consideration” means the minimum value of the BMS Subsidiary Shares for their transfer to be valid under applicable law as reasonably determined by the parties (the “BMS Subsidiary Shares Transfer Value”), which will be
(a) contributed by MJN to MJN Subsidiary and (b) paid by MJN Subsidiary to BMS Subsidiary Shareholder. 
 “Put
Right” will have the meaning set forth in Section 4(a). 
 “Separation” will have the meaning set forth in the
recitals of this Agreement. 
 “Separation Agreement” will have the meaning set forth in the recitals of this Agreement.

 “Separation Date” means the date that the Separation Agreement becomes effective. 
 “Services” will have the meaning set forth in Section 2(a). 
 “Specified Interest Rate” means the annual rate of interest that BMS Subsidiary Shareholder earns on its invested cash balances from
time to time. 
 “Tax” has the meaning set forth in the Tax Matters Agreement. 
 “Tax Matters Agreement” means the Tax Matters Agreement dated as of even date herewith between BMS and MJN. 
 “Tax Return” has the meaning set forth in the Tax Matters Agreement. 
 “Taxing Authority” means any Governmental Authority charged with the determination, collection or imposition of Taxes. 
 “Termination Date” will have the meaning set forth in Section 5(a). 
 SECTION 2. Services. 
 (a)
Services. MJN agrees to provide, and cause to be provided by a Person in the MJN Group other than MJN (each, an “MJN Group Person”), to BMS or any Person in the BMS Group other than BMS (each, a “BMS Group
Person”), all services, service support and access to assets and resources, including intellectual property, needed from MJN or any MJN Group Person to permit BMS Subsidiary to operate, after the Separation Date, in a manner consistent with
MJN’s global strategy, instruction and direction (the “Services”). 
  

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 (b) Standard of Performance. MJN will use its commercially reasonable efforts to provide, and
cause any relevant MJN Group Person to provide, the Services in a manner which is substantially similar in nature, quality and timeliness to the manner in which the Services would be provided to MJN and the MJN Group if the BMS Subsidiary Shares
were indirectly held by MJN instead of BMS. BMS acknowledges that MJN’s obligations under this Section 2(b) are contingent upon BMS (i) providing, or causing any relevant BMS Group Person to provide, in a timely manner, all services
(on a basis consistent with past practice), information, documentation, materials, resources and access, (ii) making, or causing any relevant BMS Group Person to make, timely decisions, approvals and acceptances, and (iii) taking, or
causing any relevant BMS Group Person to take, in a timely manner, such other actions requested by MJN or any relevant MJN Group Person, in each case that MJN or any relevant MJN Group Person (in its reasonable business judgment) believes is
necessary or desirable to enable MJN or any relevant MJN Group Person to provide the Services; provided, however, that MJN and any relevant MJN Group Person requests such approvals, information, materials or services with reasonable
prior notice to the extent practicable. 
 (c) Cooperation. The Parties will use good faith efforts to cooperate with each other in
connection with the performance of the Services, including producing, on a timely basis, all information that is reasonably requested with respect to the performance of the Services. Such cooperation will include exchanging information, providing
electronic access to systems used in connection with the Services and obtaining or granting all consents, licenses, sublicenses or approvals necessary to permit the Services to be provided. The Parties will cooperate with each other in making
information available as needed in connection with statutory or governmental compliance issues, whether in the United States or any other country; provided, however, that the provision of such information will be without representation
or warranty as to the accuracy or completeness of such information. For the avoidance of doubt, and without limiting any privilege or protection that now or hereafter may be shared by the Parties, neither Party will be required to provide any
document if the Party who would provide such document reasonably believes that so doing would waive any privilege or protection (e.g., attorney-client privilege) applicable to such document. Notwithstanding the foregoing provisions of this
Section 2(c), the Tax Matters Agreement will govern the relationship between the Parties in respect of any Tax audits or contests. 
 (d) Return of Information. All Information or other property of MJN or any MJN Group Person that MJN or any MJN Group Person, or any Person working for or through MJN or any MJN Group Person, provides or makes available to BMS or any
BMS Group Person in connection with the Services, will remain the property of MJN or the relevant MJN Group Person. As soon as practicable following the Termination Date, BMS will return, and will cause the relevant BMS Group Persons to return, to
MJN and the relevant MJN Group Persons, such Information or property, as well as any Information or other property that was under the possession or control of MJN or any MJN Group Person prior to the Separation Date and that was provided or made
available 

  

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to BMS or any BMS Group Person in connection with the Services. Any such Information or property that BMS or the relevant BMS Group Persons cannot return to
MJN or the relevant MJN Group Persons but can be destroyed, will be destroyed by BMS or the relevant BMS Group Persons as soon as practicable after the Termination Date. 
 SECTION 3. Payments; Other BMS Covenants. 
 (a) BMS Payments. BMS will notify MJN of the
maximum amount of after-tax (including withholding tax) BMS Subsidiary Cash (the “Maximum Distribution Amount”) that BMS can cause BMS Subsidiary Shareholder to distribute to its direct parent as frequently as such distributions are
permitted by applicable law (each such notice being the “Maximum Distribution Amount Notice” and the date of such notice being the “Maximum Distribution Amount Notice Date”). The Maximum Distribution Amount will be
proportional to the maximum amount BMS can cause BMS Subsidiary Shareholder to distribute to its direct parent in respect of the BMS Business. The Maximum Distribution Amount Notice will specify that the date on which BMS will cause up to the
Maximum Distribution Amount to be distributed by BMS Subsidiary to BMS Subsidiary Shareholder if MJN so instructs BMS (the “Initial Distribution Date”) will be ten Business Days after the Maximum Distribution Amount Notice Date. MJN
will have up to five Business Days following the Maximum Distribution Amount Notice Date to instruct BMS to cause BMS Subsidiary to distribute to BMS Subsidiary Shareholder an amount of BMS Subsidiary Cash that on an after-tax (including withholding
tax) basis will not exceed the Maximum Distribution Amount (such amount being the “Actual Distribution Amount” and such instruction being the “Actual Distribution Amount Instruction”). If MJN provides the Actual
Distribution Amount Instruction specifying the Actual Distribution Amount to BMS within five Business Days following the Maximum Distribution Amount Notice Date: (i) BMS will cause BMS Subsidiary to distribute the Actual Distribution Amount to
BMS Subsidiary Shareholder on the Initial Distribution Date; (ii) MJN will become entitled to receive the after-tax (including withholding tax) Actual Distribution Amount (the “Net Actual Distribution Amount”) from BMS on the
Initial Distribution Date; (iii) BMS will have up to 30 days following the Initial Distribution Date to cause BMS Subsidiary Shareholder to (A) distribute the Net Actual Distribution Amount to its direct parent or (B) reinvest the
Actual Distribution Amount in the BMS Business (the earlier to occur of (A) and (B) being the “BMS Payment Due Date”); and (iv) BMS will pay MJN on the BMS Payment Due Date an amount equal to the Net Actual
Distribution Amount plus interest at the Specified Rate on the Net Actual Distribution Amount from the Initial Distribution Date to the BMS Payment Due Date. 
 (b) MJN Payments. MJN will notify BMS each time MJN wants BMS to cause BMS Subsidiary Shareholder to contribute cash to BMS Subsidiary in exchange for additional shares of BMS Subsidiary issued at a value to be
agreed upon by the Parties acting reasonably (each such instance being the “Contribution” and the amount of such Contribution being the “Contribution Amount”) at least 30 days before the date BMS is to cause the
Contribution to be made (the “Contribution Date”). MJN will pay BMS the Contribution Amount at least three Business Days before the Contribution Date. BMS will cause the Contribution to be made on the Contribution Date unless all
consents 

  

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required to effect the Contribution are not obtained by the Contribution Date, in which case on the first Business Day following receipt of all such consents
(the “Consent Date”). MJN will be entitled to interest at the Specified Interest Rate on any portion of the Contribution Amount not contributed by BMS Subsidiary Shareholder to BMS Subsidiary following the later of the Contribution
Date and the Consent Date. 
 (c) Other BMS Covenants. From the Separation Date to the Termination Date, BMS (i) will cause BMS
Subsidiary to operate in a manner consistent with MJN’s global strategy, instruction and direction (subject to the Services being provided), and (ii) will not, and will cause BMS Subsidiary Shareholder not to, transfer, pledge or encumber
any of the BMS Subsidiary Shares, except for transfers to (A) BMS Group Persons or (B) MJN or a MJN Group Person pursuant to the exercise of the Put Right or the Call Right. 
 SECTION 4. Put Right and Call Right. 
 (a) Put Right. BMS will have the right but not the obligation to require MJN to purchase, or cause a Subsidiary of MJN (“MJN Subsidiary”) to purchase, all but not less than all of the BMS Subsidiary Shares from the
BMS Subsidiary Shareholder in exchange for the Put/Call Consideration, which right may be exercised by BMS any time after the Separation Date (collectively, the “Put Right”). 
 (b) Call Right. MJN will have the right but not the obligation to require BMS to sell, or cause BMS Subsidiary Shareholder to sell, to MJN
Subsidiary all but not less than all of the BMS Subsidiary Shares in exchange for the Put/Call Consideration, which right may be exercised by MJN any time after the earliest of (i) a Change of Control, (ii) an Insolvency Event, and
(iii) the date that is 10 years after the Separation Date (collectively, the “Call Right”). 
 (c) Put/Call Right
Notice. BMS may exercise its Put Right, or MJN may exercise its Call Right, by notifying the other Party in writing of its decision to exercise such right, which notification will be irrevocable. The purchase and sale of the BMS Subsidiary
Shares pursuant to the exercise of the Put Right or the Call Right will be completed as promptly as practicable after such notice is delivered. 
 SECTION 5. Termination. 
 (a) Termination Date. This Agreement will remain in effect until the earlier of (i) the
effective date on which BMS and MJN agree in writing to terminate this Agreement, and (ii) the effective date the exercise of the Put Right or the Call Right is completed (the earlier date being the “Termination Date”).

 (b) Termination of Services and Payments. MJN will cease, and cause the relevant MJN Group Persons to cease, providing the Services
as of the Termination Date. The payments contemplated in Section 3 will cease effective as of the Termination Date. The net present value of such terminated payments, which the parties agree will be exactly equal to the BMS Subsidiary Shares
Transfer Value, will be paid by BMS to MJN on the Termination Date if this Agreement is terminated as a result of the exercise of the Put Right or the Call Right. 
  

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 SECTION 6. Miscellaneous. 
 (a) DISCLAIMER OF WARRANTIES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, MJN MAKES NO AND DISCLAIMS ALL WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, WITH RESPECT TO THE SERVICES, TO THE EXTENT PERMITTED BY APPLICABLE LAW. MJN MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE
QUALITY, SUITABILITY OR ADEQUACY OF THE SERVICES FOR ANY PURPOSE OR USE. 
 (b) Limitation of Liability. 
 (i) Each Party acknowledges and agrees that the obligations of the other Party hereunder are exclusively the obligations of such other
Party and are not guaranteed directly or indirectly by such other Party’s stockholders, members, managers, officers, directors, agents or any other Person. Except as otherwise specifically set forth in the Separation Agreement, and subject to
the terms of this Agreement, each Party will look only to the other Party and not to any manager, director, officer, employee or agent for satisfaction of any claims, demands or causes of action for damages, injuries or losses sustained by any Party
as a result of the other Party’s action or inaction. 
 (ii) NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE
CONTRARY, IN NO EVENT WILL EITHER PARTY OR ANY OTHER MEMBER OF THE BMS GROUP OR THE MJN GROUP BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS SUFFERED BY THE OTHER PARTY OR ANY OTHER
MEMBER OF THE BMS GROUP OR THE MJN GROUP, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, IN CONNECTION WITH ANY DAMAGES ARISING HEREUNDER. 
 (c) No Partnership or Joint Venture; Independent Contractor. Nothing contained in this Agreement will constitute or be construed to be or create a partnership or joint venture between the Parties, or any member of the BMS Group or
the MJN Group, or any of their successors or assigns. The Parties understand and agree that this Agreement does not make either of them an agent or legal representative of the other for any purpose whatsoever. No Party is granted, by this Agreement
or otherwise, any right or authority to assume or create any obligation or responsibilities, express or implied, on behalf of or in the name of any other Party, or to bind any other Party in any manner whatsoever. The Parties expressly acknowledge
that MJN is an independent contractor with respect to BMS in all respects, including with respect to the provision of the Services. 
  

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 (d) Further Assurances. From time to time, each Party will use its commercially reasonable efforts
to take or cause to be taken, at the cost and expense of the requesting Party, such further actions as may be reasonably necessary to consummate or implement the transactions contemplated hereby or to evidence such matters. 
 (e) Confidentiality. Subject to the immediately following sentence of this Section 6(e), each Party, on behalf of itself and the other
members of its Group, agrees to hold, and to cause its respective directors, officers, employees, agents, accountants, counsel and other advisors and representatives to hold, in strict confidence, with at least the same degree of care that applies
to such Party’s confidential and proprietary information pursuant to policies in effect as of the date hereof, all Information concerning the other Party and its Subsidiaries that is either in its possession (including Information in its
possession prior to the date hereof) or furnished by the other Party, the other members of its Group, or their respective directors, officers, managers, employees, agents, accountants, counsel and other advisors and representatives at any time
pursuant to this Agreement or otherwise, and will not use any such Information other than for such purposes as will be expressly permitted hereunder or thereunder, except, in each case, to the extent that such Information has been (i) in the
public domain through no fault of such Party or the other members of its Group or any of their respective directors, officers, managers, employees, agents, accountants, counsel and other advisors and representatives, (ii) later lawfully
acquired from other sources by such Party (or any other member of its Group) which sources are not themselves bound by a confidentiality obligation, or (iii) independently generated without reference or prior access to any proprietary or
confidential Information of the other Party. In the event that any Party or any other member of its Group either determines on the advice of its counsel that it is required to disclose any Information pursuant to applicable Law (including pursuant
to any rule or regulation of any Governmental Authority) or receives any demand under lawful process or from any Governmental Authority to disclose or provide Information of the other Party (or another member of that other Party’s Group) that
is subject to the confidentiality provisions hereof, such Party will notify the other Party prior to disclosing or providing such Information and will cooperate at the expense of such other Party in seeking any reasonable protective arrangements
(including by seeking confidential treatment of such Information) requested or required by such other Party. Subject to the foregoing, the Party that received such a request or determined that it is required to disclose Information may thereafter
disclose or provide Information to the extent required by such Law (as so advised by counsel) or by lawful process or such Governmental Authority; provided, however, that such Party provides the other Party upon request with a copy of
the Information so disclosed. 
 (f) Interpretation. For all purposes of this Agreement: (i) the terms defined in Section 1
have the meanings assigned to them in Section 1(a) and include the plural as well as the singular; (ii) all accounting terms not otherwise defined herein have the meanings assigned under generally accepted accounting principles;
(iii) all references in this Agreement to designated “Sections” and other subdivisions are to the designated 

  

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Sections and other subdivisions of the body of this Agreement; (iv) pronouns of either gender or neuter will include, as appropriate, the other pronoun
forms; (v) the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section or other subdivision; (vi) “or” is not
exclusive; (vii) “including” and “includes” will be deemed to be followed by “but not limited to” and “but is not limited to”, respectively; (viii) “may not” is not prohibitive and not
permissive; (ix) “Party” or “Parties” refer to a party or the parties to this Agreement unless otherwise indicated; (x) any definition of, or reference to, any law, agreement, instrument or other document herein will be
construed as referring to such law, agreement, instrument or other document as from time to time amended, supplemented or otherwise modified; and (xi) any definition of, or reference to, any statute will be construed as referring also to any
rules and regulations promulgated thereunder. 
 (g) Assignment; No Third-Party Beneficiaries. Neither this Agreement nor any of the
rights and obligations of the Parties may be assigned by any Party without the prior written consent of the other Party. Subject to the first sentence of this Section 6(g), this Agreement will be binding upon and inure to the benefit of the
Parties and their respective successors and assigns and no other Person will have any right, obligation or benefit hereunder. Any attempted assignment or transfer in violation of this Section 6(g) will be void. 
 (h) Entire Agreement. This Agreement contains the entire agreement between the Parties with respect to the subject matter hereof, supersede all
previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter and there are no agreements or understandings between the Parties with respect to such subject matter other
than those set forth or referred to herein or therein. 
 (i) Counterparts. This Agreement may be executed in one or more
counterparts, all of which will be considered one and the same agreement, and will become effective when one or more such counterparts have been signed by each of the Parties and delivered to the other Party. Delivery of an executed counterpart of a
signature page of this Agreement by facsimile or other electronic imaging means will be effective as delivery of a manually executed counterpart of this Agreement. 
 (j) Incorporation by Reference. Article VIII and Article XI (except Sections 11.01, 11.02, 11.03, 11.04, 11.15 and 11.17) of the Separation Agreement are incorporated herein by reference,
mutatis mutandis, as if set forth herein. 
 (k) Tax Matters. Except as otherwise set forth herein, the Tax Matters
Agreement embodies the entire understanding between the Parties relating to (i) the responsibility for the preparation and filing of Tax Returns, and (ii) the liability for Taxes, all or a portion of which may arise as a result of or in
connection with the transactions contemplated by this Agreement. 
 (l) GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE. 
  

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 IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be duly executed as of the date
first written above. 
  

			
	BRISTOL-MYERS SQUIBB COMPANY,
		
	by	 	 /s/    Gary Lewbel

	Name:	 	Gary Lewbel
	Title:	 	Vice President


  

			
	MEAD JOHNSON NUTRITION COMPANY,
		
	by	 	 /s/    William P’Pool

	Name:	 	William P’Pool
	Title:	 	Sr. Vice President and Secretary


  

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