Exhibit 4.21

        

         

        

        Execution Version

         

        

      

      REGISTRATION RIGHTS AGREEMENT

       

      This REGISTRATION RIGHTS AGREEMENT dated November 22, 2019 (this “Agreement”) is entered into by and among Bristol-Myers Squibb Company, a Delaware
        corporation (the “Company”), and Morgan Stanley & Co. LLC, Deutsche Bank Securities Inc. and Evercore Group L.L.C. (each, a “Dealer Manager” and collectively, the “Dealer Managers”).

       

      The Company has made an offer to exchange the 19 series of notes described in the table set forth on Schedule I issued by Celgene Corporation, a Delaware corporation (“Celgene”, and such notes, the “Existing Celgene Notes”) for new series of the Company’s notes described in the right column of the table set forth on Schedule I (the “New Notes”). The New Notes will be issued upon the terms set forth in the Offering Memorandum (as defined below), for which the Dealer Managers have severally agreed to act as dealer managers pursuant to a dealer manager agreement
        dated as of April 17, 2019 among the Company and the Dealer Managers. The New Notes will be issued pursuant to a supplemental indenture to the Indenture (as defined below) dated as of November 22, 2019 between the Company and the Trustee (as
        defined below). As an inducement to the Dealer Managers, the Company agrees with the Dealer Managers, for the benefit of the Holders (as defined below) as follows:

       

      1.           Definitions. As used in this Agreement, the following terms shall have the following meanings:

       

      “Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally
        authorized or obligated by law or executive order to close.

       

      “Company” shall have the meaning set forth in the Preamble.

       

      “Dealer Manager” shall have the meaning set forth in the Preamble.

       

      “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

       

      “Exchange Dates” shall have the meaning set forth in Section 2(a)(ii) hereof.

       

      “Exchange Notes” shall mean senior notes of a series issued by the Company under the Indenture and containing terms substantially identical in all material
        respects to the applicable series of New Notes (except that the Exchange Notes will not be subject to restrictions on transfer or to any increase in annual interest rate for failure to comply with this Agreement) and to be offered to Holders in
        exchange for Registrable Securities of such series pursuant to the Exchange Offer for such series.

       

      “Exchange Offer” shall mean the exchange offer by the Company of Exchange Notes of each series for Registrable Securities of such series pursuant to Section
        2(a) hereof.

       

      “Exchange Offer Registration” shall mean a registration under the Securities Act effected pursuant to Section 2(a) hereof.

       

      
        
          


      

      
      “Exchange Offer Registration Statement” shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form) and
        all amendments and supplements to such registration statement, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.

       

       “FINRA” shall mean the Financial Industry Regulatory Authority, Inc.

       

      “Free Writing Prospectus” shall mean each free writing prospectus (as defined in Rule 405 under the Securities Act) prepared by or on behalf of the Company
        and used by the Company in connection with the sale of the New Notes or the Exchange Notes.

       

      “Holders” shall mean a holder of New Notes, for so long as they own any Registrable Securities, and each of their successors, assigns and direct and indirect
        transferees who become owners of Registrable Securities under the Indenture; provided that, for purposes of Section 4 and Section 5 hereof, the term “Holders” shall
        include Participating Broker-Dealers.

       

      “Indemnified Person” shall have the meaning set forth in Section 5(a) hereof.

       

      “Indenture” shall mean the Indenture dated as of June 1, 1993 between the Company and The Bank of New York Mellon Trust Company, N.A. (successor to The Chase
        Manhattan Bank (National Association)), as trustee, as the same may be amended and supplemented from time to time in accordance with the terms thereof with applicability to the New Notes and the Exchange Notes.

       

      “Inspector” shall have the meaning set forth in Section 3(a)(xv) hereof.

       

      “Issuer Information” shall have the meaning set forth in Section 5(a) hereof.

       

      “New Notes” shall have the meaning set forth in the preamble hereto.

       

      “Notice and Questionnaire” shall mean a notice of registration statement and selling security holder questionnaire distributed to a Holder by the Company
        upon receipt of a Shelf Request from such Holder.

       

      “Offering Memorandum” shall mean the confidential Offering Memorandum, dated as of April 17, 2019, distributed in connection with the  offer to exchange the
        New Notes for the Existing Celgene Notes.

       

      “Participating Broker-Dealers” shall have the meaning set forth in Section 4(a) hereof.

       

      “Participating Holder” shall mean any Holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the Company in
        accordance with Section 2(b) hereof.

       

      “Person” shall mean an individual, partnership, limited liability company, corporation, trust or unincorporated organization, or a government or agency or
        political subdivision thereof.

       

      
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      “Prospectus” shall mean the prospectus included in, or, pursuant to the rules and regulations of the Securities Act, deemed a part of, a Registration
        Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement, including a prospectus supplement with respect to the terms of the offering of any portion of the Registrable
        Securities covered by a Shelf Registration Statement, and by all other amendments and supplements to such prospectus, and in each case including any document incorporated by reference therein.

       

      “Registrable Securities” shall mean the New Notes; provided that the New Notes shall cease to be Registrable
        Securities upon the earliest to occur of the following: (i) when a Registration Statement with respect to such New Notes has become effective under the Securities Act and such New Notes have been exchanged or disposed of pursuant to such
        Registration Statement, (ii) when such New Notes cease to be outstanding and (iii) when such New Notes have been resold pursuant to Rule 144 under the Securities Act (but not Rule 144A) without regard to volume restrictions, provided that the Company shall have removed or caused to be removed any restrictive legend on the New Notes.

       

      “Registration Default” shall mean the occurrence of any of the following: (i) the Exchange Offer of the Exchange Notes for all New Notes validly tendered in
        accordance with the terms of the Exchange Offer is not completed on or prior to the Target Registration Date or, if a shelf registration statement is required, such shelf registration statement is not declared effective on or prior to the 180th day
        after the later of (a) the Target Registration Date and (b) the date on which the Company receives a duly executed Shelf Request by a Dealer Manager that has fully complied with Section 2(b) hereof or (ii) if applicable, a shelf registration
        statement covering resales of the New Notes has been declared effective and such shelf registration statement ceases to be effective or the prospectus contained therein ceases to be usable for resales of registrable securities (a) on more than two
        occasions of at least 30 consecutive days during the required effectiveness period or (b) at any time in any 12-month period during the required effectiveness period and such failure to remain effective or be usable exists for more than 90 days
        (whether or not consecutive) in any 12-month period.

       

      “Registration Expenses” shall mean any and all expenses incident to performance of or compliance by the Company with this Agreement, including without
        limitation: (i) all SEC or FINRA registration and filing fees, (ii) all fees and expenses incurred in connection with compliance with state securities or blue sky laws (including reasonable fees and disbursements of one counsel for any Underwriters
        or Holders in connection with blue sky qualification of any Exchange Notes or Registrable Securities), (iii) all expenses of the Company in preparing or assisting in preparing, word processing, printing and distributing any Registration Statement,
        any Prospectus, any Free Writing Prospectus and any amendments or supplements thereto, any underwriting agreements, securities sales agreements or other similar agreements and any other documents relating to the performance of and compliance with
        this Agreement, (iv) all rating agency fees incurred by the Company (including with respect to maintaining ratings of the New Notes), (v) all fees and disbursements relating to the qualification of the Indenture under applicable securities laws,
        (vi) the reasonable fees and disbursements of the Trustee and one counsel, (vii) the fees and disbursements of counsel for the Company and, in the case of a Shelf Registration Statement, the reasonable fees and disbursements of one counsel for the
        Participating Holders (which counsel shall be selected or replaced by the Participating Holders holding a majority of the aggregate principal amount of Registrable Securities held by such Participating Holders and which counsel may also be counsel
        for the Dealer Managers) and (viii) the fees and disbursements of the independent registered public accountants of the Company, including the expenses of any special audits or “comfort” letters required by or incident to the performance of and
        compliance with this Agreement, but excluding fees and expenses of counsel to the Underwriters (other than fees and expenses set forth in clause (ii) above) or the Holders and underwriting discounts and commissions, brokerage commissions and
        transfer taxes, if any, relating to the sale or disposition of Registrable Securities by a Holder.

       

      
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      “Registration Statement” shall mean any registration statement of the Company that covers any of the Exchange Notes or Registrable Securities pursuant to the
        provisions of this Agreement and all amendments and supplements to any such registration statement, including post-effective amendments, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any
        document incorporated by reference therein.

       

      “SEC” shall mean the United States Securities and Exchange Commission.

       

      “Securities Act” shall mean the Securities Act of 1933, as amended from time to time.

       

      “Shelf Effectiveness Period” shall have the meaning set forth in Section 2(b).

       

      “Shelf Registration” shall mean a registration effected pursuant to Section 2(b).

       

      “Shelf Registration Statement” shall mean a “shelf” registration statement of the Company that covers all or a portion of the Registrable Securities on an
        appropriate form under Rule 415 under the Securities Act, or any similar rule that may be adopted by the SEC, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the
        Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.

       

      “Shelf Request” shall have the meaning set forth in Section 2(b) hereof.

       

      “Staff” shall mean the staff of the SEC.

       

      “Suspension Actions” shall have the meaning set forth in Section 2(e) hereof.

       

      “Target Registration Date” shall mean November 21, 2020.

       

      “Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended from time to time.

       

      “Trustee” shall mean the trustee with respect to the New Notes under the Indenture.

       

      “Underwriter” shall have the meaning set forth in Section 3(e) hereof.

       

      “Underwritten Offering” shall mean an offering in which Registrable Securities are sold to an Underwriter for reoffering to the public.

       

      
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      2.           Registration Under the Securities Act.

       

      (a)         To the extent not prohibited by any applicable law or applicable interpretations of the Staff, the Company shall use its commercially
        reasonable efforts to (x) cause to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all outstanding Registrable Securities for Exchange Notes and (y) cause such Registration Statement to become
        effective by the Target Registration Date and, if requested by one or more Participating Broker-Dealers, remain effective until 180 days after the last Exchange Date for use by such Participating Broker-Dealers. The Company shall commence the
        Exchange Offer for each series of New Notes promptly after the Exchange Offer Registration Statement is declared effective by the SEC and use their commercially reasonable efforts to complete the Exchange Offer for such series not later than 60
        days after such effective date.

       

      After the Exchange Offer Registration Statement has become effective, the Company shall commence the Exchange Offer for each series by mailing and/or electronically delivering, or by causing the
        mailing and/or electronic delivery of, the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the
        following:

       

      (i)        that such Exchange Offer is being made pursuant to this Agreement and that all Registrable Securities of such series validly tendered and not properly withdrawn will
        be accepted for exchange;

       

      (ii)       the dates of acceptance for exchange (which shall be a period of at least 20 Business Days from the date such notice is mailed and/or electronically delivered) (each,
        an “Exchange Date”);

       

      (iii)      that any Registrable Security not tendered will remain outstanding and continue to accrue interest but will not retain any rights under this Agreement, except as
        otherwise specified herein;

       

      (iv)      that any Holder electing to have a Registrable Security of a series exchanged pursuant to the Exchange Offer for such series will be required to surrender such
        Registrable Security, together with the appropriate letters of transmittal, to the institution and at the address and in the manner specified in the notice, or (B) effect such exchange otherwise in compliance with the applicable procedures of the
        depositary for such Registrable Security, in each case prior to the close of business on the last Exchange Date with respect to such Exchange Offer; and

       

      (v)       that any Holder of Registrable Securities of a series will be entitled to withdraw its election, not later than the close of business on the last Exchange Date with
        respect to the Exchange Offer for such series, by (A) sending to the institution and at the address specified in the notice, a facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities
        delivered for exchange and a statement that such Holder is withdrawing its election to have such Registrable Securities exchanged or (B) effecting such withdrawal in compliance with the applicable procedures of the depositary for the Registrable
        Securities.

       

      
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      As a condition to participating in an Exchange Offer, a Holder will be required to represent to the Company that (1) any Exchange Notes to be received by it will be acquired in the ordinary course
        of its business, (2) at the time of the commencement of such Exchange Offer it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of
        the provisions of the Securities Act, (3) it is not an “affiliate” (within the meaning of Rule 405 under the Securities Act) of the Company, (4) if such Holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the
        distribution of the Exchange Notes and (5) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Registrable Securities that were acquired as a result of market-making or other trading activities,
        then such Holder will deliver a Prospectus (or, to the extent permitted by law, make available a Prospectus to purchasers) in connection with any resale of such Exchange Notes.

       

      As soon as practicable after the last Exchange Date with respect to an Exchange Offer for Registrable Securities of a series, the Company shall:

       

      (i)        accept for exchange Registrable Securities of such series or portions thereof validly tendered and not properly withdrawn pursuant to such Exchange Offer; and

       

      (ii)      deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities of such series or portions thereof so accepted for exchange by the Company
        and issue, and cause the Trustee to promptly authenticate and deliver to each Holder, Exchange Notes of such series equal in principal amount to the principal amount of the Registrable Securities of such series tendered by such Holder; provided that if any of the Registrable Securities are in book-entry form, the Company shall, in cooperation with the Trustee, effect the exchange of Registrable Securities in accordance with applicable
        book-entry procedures.

       

      The Company shall use its commercially reasonable efforts to complete each Exchange Offer as provided above and shall use commercially reasonable efforts to comply with the applicable requirements
        of the Securities Act, the Exchange Act and other applicable laws and regulations in connection with each Exchange Offer. No Exchange Offer shall be subject to any conditions, other than that the Exchange Offer does not violate any applicable law
        or applicable interpretations of the Staff and that no action or proceeding has been instituted or threatened in any court or by or before any governmental agency relating to the Exchange Offer which, in the Company’s judgment, could reasonably be
        expected to impair the Company’s ability to proceed with the Exchange Offer.

       

      (b)          If (i) for any reason the Exchange Offer is not completed on or prior to the Target Registration Date or (ii) following the Target Registration Date the Company receives a written
        request (a “Shelf Request”) from any Dealer Manager representing that it holds Registrable Securities of the applicable series that are or were ineligible to be exchanged in any such Exchange Offer, the Company shall use its commercially reasonable
        efforts to cause to become effective a Shelf Registration Statement providing for the sale of all the Registrable Securities of such series by the Holders thereof; provided that (1) no Holder will be entitled to have any Registrable Securities
        included in any Shelf Registration Statement, or entitled to use the prospectus forming a part of such Shelf Registration Statement, until such Holder shall have delivered a completed and signed Notice and Questionnaire and provided such other
        information regarding such Holder to the Company as is contemplated by Section 3(b) hereof and, if necessary, the Shelf Registration Statement has been amended to reflect such information, and (2) the Company shall be under no obligation to file
        any such Shelf Registration Statement before they are obligated to file an Exchange Offer Registration Statement pursuant to Section 2(a) hereof.

       

      
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      In the event that the Company is required to file a Shelf Registration Statement pursuant to clause (ii) of the preceding sentence, the Company shall use its commercially reasonable efforts to file
        and have become effective both an Exchange Offer Registration Statement pursuant to Section 2(a) hereof with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange
        Offer Registration Statement) with respect to offers and sales of Registrable Securities held by the Holders after completion of the Exchange Offer.

       

      The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective until the date on which the New Notes covered thereby cease to be
        Registrable Securities (the “Shelf Effectiveness Period”). The Company further agrees to use its commercially reasonable efforts to supplement or amend the Shelf Registration Statement, the related Prospectus
        and any Free Writing Prospectus if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations
        thereunder or if reasonably requested by a Participating Holder of Registrable Securities with respect to information relating to such Holder, and to use its commercially reasonable efforts to cause any such amendment to become effective, if
        required, and such Shelf Registration Statement, Prospectus or Free Writing Prospectus, as the case may be, to become usable as soon as thereafter practicable. The Company agrees to furnish to the Participating Holders copies of any such supplement
        or amendment promptly after its being used or filed with the SEC, as reasonably requested by the Participating Holders.

       

      (c)          The Company shall pay all Registration Expenses in connection with any registration pursuant to Section 2(a) or Section 2(b) hereof. Each
        Holder shall pay all underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s Registrable Securities pursuant to the Shelf Registration Statement.

       

      (d)         An Exchange Offer Registration Statement pursuant to Section 2(a) hereof will not be deemed to have become effective unless it has been
        declared effective by the SEC. A Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective unless it has been declared effective by the SEC or is automatically effective upon filing with the SEC as
        provided by Rule 462 under the Securities Act.

       

      
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      If a Registration Default occurs with respect to a series of Registrable Securities, the interest rate on the Registrable Securities (and only the Registrable Securities) of such series will be
        increased by (i) 0.25% per annum for the first 90-day period beginning on the day immediately following such Registration Default and (ii) an additional 0.25% per annum with respect to each subsequent 90-day period, in each case until and including
        the date such Registration Default ends, up to a maximum increase of 1.00% per annum. A Registration Default ends with respect to any New Notes when such New Notes cease to be Registrable Securities or, if earlier, (1) in the case of a Registration
        Default under clause (i) of the definition thereof, when the Exchange Offer for such series is completed or when the Shelf Registration Statement covering such Registrable Securities becomes effective or (2) in the case of a Registration Default
        under clause (ii) of the definition thereof, when the Shelf Registration Statement again becomes effective or the Prospectus again becomes usable. If at any time more than one Registration Default has occurred and is continuing, then, until the
        next date that there is no Registration Default, the increase in interest rate provided for by this paragraph shall apply as if there occurred a single Registration Default that begins on the date that the earliest such Registration Default
        occurred and ends on the next date that there is no Registration Default.

       

      Notwithstanding anything to the contrary in this Agreement, if the applicable Exchange Offer with respect to a series of Registrable Securities is consummated, any Holder who was, at the time such
        Exchange Offer was pending and consummated, eligible to exchange, and did not validly tender, or withdrew, its New Notes for Exchange Notes in such Exchange Offer will not be entitled to receive any additional interest pursuant to the preceding
        paragraph, and such New Notes will no longer constitute Registrable Securities hereunder.

       

      (e)          The Company shall be entitled to suspend its obligation to file any amendment to a Shelf Registration Statement, furnish any supplement or amendment to a Prospectus included in a Shelf
        Registration Statement or any Free Writing Prospectus, make any other filing with the SEC that would be incorporated by reference into a Shelf Registration Statement, cause a Shelf Registration Statement to remain effective or the Prospectus or any
        Free Writing Prospectus usable or take any similar action (collectively, “Suspension Actions”) if there is a possible acquisition, disposition or business combination or other transaction, business
        development or event involving the Company or any of its subsidiaries that may require disclosure in the Shelf Registration Statement or Prospectus and the Company determines that such disclosure is not in the best interest of the Company and its
        stockholders or obtaining any financial statements relating to any such acquisition or business combination required to be included in the Shelf Registration Statement or Prospectus would be impracticable. Upon the occurrence of any of the
        conditions described in the foregoing sentence, the Company shall give prompt notice of the delay or suspension (but not the basis thereof) to the Participating Holders. Upon the termination of such condition, the Company shall promptly proceed
        with all Suspension Actions that were delayed or suspended and, if required, shall give prompt notice to the Participating Holders of the cessation of the delay or suspension (but not the basis thereof).

       

      (f)          Without limiting the remedies available to the Dealer Managers and the Holders, the Company acknowledges that any failure by the Company to comply with its obligations under Section
        2(a) and Section 2(b) hereof may result in material irreparable injury to the Dealer Managers or the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the
        event of any such failure, the Dealer Managers or any Holder may seek to specifically enforce the Company’s obligations under Section 2(a) and Section 2(b) hereof.

       

      
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      3.           Registration Procedures.

       

      (a)         In connection with their obligations pursuant to Section 2(a) and Section 2(b) hereof, the Company shall use commercially reasonable efforts
        to:

       

      (i)       prepare and file with the SEC a Registration Statement on the appropriate form under the Securities Act, which form (A) shall
        be selected by the Company, (B) shall, in the case of a Shelf Registration, be available for the sale of the Registrable Securities by the Participating Holders thereof and (C) shall comply as to form in all material respects with the requirements
        of the applicable form and include or incorporate by reference all financial statements required by the SEC to be filed therewith; and cause such Registration Statement to become effective and remain effective for the applicable period in
        accordance with Section 2 hereof;

       

      (ii)     prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary
        to keep such Registration Statement effective for the applicable period in accordance with Section 2 hereof and cause each Prospectus to be supplemented by any required prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424
        under the Securities Act; and keep each Prospectus current during the period described in Section 4(a)(3) of, and Rule 174 under, the Securities Act that is applicable to transactions by brokers or dealers with respect to the Registrable Securities
        or Exchange Notes;

       

      (iii)     to the extent any Free Writing Prospectus is used, file with the SEC any Free Writing Prospectus that is required to be filed
        by the Company with the SEC in accordance with the Securities Act and to retain a copy of any Free Writing Prospectus not required to be filed;

       

      (iv)     in the case of a Shelf Registration, furnish to each Participating Holder, to the Dealer Managers (if any Registrable
        Securities held by the Dealer Managers are included in the Shelf Registration Statement), to counsel for such Participating Holders, to counsel the Dealer Managers and to each Underwriter of an Underwritten Offering of Registrable Securities, if
        any, without charge, as many copies of each Prospectus, preliminary prospectus or Free Writing Prospectus, and any amendment or supplement thereto (other than any document that amends and supplements any Prospectus, preliminary prospectus or Free
        Writing Prospectus because it is incorporated by reference therein), as such Participating Holder, counsel or Underwriter may reasonably request in writing in order to facilitate the sale or other disposition of the Registrable Securities
        thereunder; and, subject to Section 3(c) hereof, the Company consents to the use of such Prospectus, preliminary prospectus or such Free Writing Prospectus and any amendment or supplement thereto in accordance with applicable law by each of the
        Participating Holders and any such Underwriters in connection with the offering and sale of the Registrable Securities covered by and in the manner described in such Prospectus, preliminary prospectus or such Free Writing Prospectus or any
        amendment or supplement thereto in accordance with applicable law;

       

      
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      (v)      register or qualify the Registrable Securities under all applicable state securities or blue sky laws of such jurisdictions of the United States as any Participating
        Holder shall reasonably request in writing by the time the applicable Registration Statement becomes effective; cooperate with such Participating Holders in connection with any filings required to be made with FINRA; and do any and all other acts
        and things that may be reasonably necessary to enable each Participating Holder to complete the disposition in each such jurisdiction of the Registrable Securities owned by such Participating Holder; provided
        that the Company shall not be required to (1) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (2) file any general consent to service of
        process in any such jurisdiction or (3) subject itself to taxation in any such jurisdiction if it is not already so subject;

       

      (vi)     notify counsel for the Dealer Managers and, in the case of a Shelf Registration, notify each Participating Holder and counsel
        for such Participating Holders promptly and, if requested by any such Participating Holder or counsel, confirm such advice in writing (1) when a Registration Statement has become effective, when any post-effective amendment thereto has been filed
        and becomes effective, when any Free Writing Prospectus has been filed or any amendment or supplement to the Prospectus or any Free Writing Prospectus has been filed, (2) of the issuance by the SEC or any state securities authority of any stop
        order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, including the receipt by the Company of any notice of objection of the SEC to the use of a Shelf Registration Statement or any
        post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act, (3) if, between the applicable effective date of a Shelf Registration Statement and the closing of any sale of Registrable Securities covered thereby, the
        representations and warranties of the Company contained in any underwriting agreement, securities sales agreement or other similar agreement, if any, relating to an offering of such Registrable Securities cease to be true and correct in all
        material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any U.S. jurisdiction or the initiation of any proceeding for such purpose, (4) of the
        happening of any event during the period a Registration Statement is effective that makes any statement made in such Registration Statement or the related Prospectus or any Free Writing Prospectus untrue in any material respect or that requires the
        making of any changes in such Registration Statement or Prospectus or any Free Writing Prospectus in order to make the statements therein not misleading and (5) of any determination by the Company that a post-effective amendment to a Registration
        Statement or any amendment or supplement to the Prospectus or any Free Writing Prospectus would be appropriate;

       

      (vii)    notify counsel for the Dealer Managers or, in the case of a Shelf Registration, notify each Participating Holder and counsel
        for such Participating Holders, of any request by the SEC or any state securities authority for amendments and supplements to a Registration Statement, Prospectus or any Free Writing Prospectus or for additional information after the Registration
        Statement has become effective;

       

      
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      (viii)   obtain the withdrawal of any order suspending the effectiveness of a Registration Statement or, in the case of a Shelf
        Registration, the resolution of any objection of the SEC pursuant to Rule 401(g)(2) under the Securities Act, including by filing an amendment to such Registration Statement on the proper form, as soon as reasonably practicable and provide prompt
        notice to each Holder or Participating Holder of the withdrawal of any such order or such resolution;

       

      (ix)      in the case of a Shelf Registration, furnish to each Participating Holder, without charge, upon request, at least one
        conformed copy of each Registration Statement and any post-effective amendment thereto (without any documents incorporated therein by reference or exhibits thereto, unless requested), if such documents are not available via EDGAR;

       

      (x)       in the case of a Shelf Registration, cooperate with the Participating Holders to facilitate the timely preparation and
        delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends and enable such Registrable Securities to be issued in such denominations and, in the case of certificated securities, registered in
        such names (consistent with the provisions of the Indenture) as such Participating Holders may reasonably request at least one Business Day prior to the closing of any sale of Registrable Securities;

       

      (xi)    upon the occurrence of any event contemplated by Section 3(a)(vi)(4) hereof, prepare and file with the SEC a supplement or
        post-effective amendment to the applicable Exchange Offer Registration Statement or Shelf Registration Statement or the related Prospectus or any Free Writing Prospectus or any document incorporated therein by reference or file any other required
        document so that, as thereafter delivered (or, to the extent permitted by law, made available) to purchasers of the Registrable Securities, such Prospectus or Free Writing Prospectus, as the case may be, will not contain any untrue statement of a
        material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and the Company shall notify the Participating Holders (in the case of a Shelf
        Registration Statement) and the Dealer Managers and any Participating Broker-Dealers known to the Company (in the case of an Exchange Offer Registration Statement) to suspend use of the Prospectus or any Free Writing Prospectus as promptly as
        practicable after the occurrence of such an event, and such Participating Holders, such Participating Broker-Dealers and the Dealer Managers, as applicable, hereby agree to suspend use of the Prospectus or any Free Writing Prospectus, as the case
        may be, until the Company has amended or supplemented the Prospectus or the Free Writing Prospectus, as the case may be, to correct such misstatement or omission;

       

      
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      (xii)     a reasonable time prior to the filing of any Registration Statement, any Prospectus, any Free Writing Prospectus, any amendment to a Registration Statement or amendment
        or supplement to a Prospectus or a Free Writing Prospectus, provide copies of such document to the Dealer Managers and their counsel (and, in the case of a Shelf Registration Statement, to the Participating Holders and their counsel) and make such
        of the representatives of the Company as shall be reasonably requested by the Dealer Managers or their counsel (and, in the case of a Shelf Registration Statement, the Participating Holders or their counsel) available for discussion of such
        document; and the Company shall not, at any time after initial filing of a Registration Statement, use or file any Prospectus, any Free Writing Prospectus, any amendment of or supplement to a Registration Statement or a Prospectus or a Free Writing
        Prospectus, of which the Dealer Managers and their counsel (and, in the case of a Shelf Registration Statement, the Participating Holders and their counsel) shall not have previously been advised and furnished a copy or to which the Dealer Managers
        or their counsel (and, in the case of a Shelf Registration Statement, the Participating Holders or their counsel) shall reasonably object in writing within two Business Days after the receipt thereof, unless the Company believes that use or filing
        of such Prospectus, Free Writing Prospectus, or any amendment of or supplement thereto is required by applicable law;

       

      (xiii)   obtain a CUSIP number for all Exchange Notes of each series or Registrable Securities of each series that are registered on a Shelf Registration Statement, as the case
        may be, not later than the initial effective date of a Registration Statement;

       

      (xiv)    cause the Indenture to be qualified under the Trust Indenture Act in connection with the registration of the Exchange Notes or Registrable Securities, as the case may
        be; cooperate with the Trustee and the Holders to effect such changes to the Indenture as may be required for the Indenture to be so qualified in accordance with the terms of the Trust Indenture Act; and execute, cause the Trustee to execute, all
        documents as may be required to effect such changes and all other forms and documents required to be filed with the SEC to enable the Indenture to be so qualified in a timely manner;

       

      (xv)     in the case of a Shelf Registration, make available for inspection by a representative of the Participating Holders (an “Inspector”),
        any Underwriters participating in any disposition pursuant to such Shelf Registration Statement, one firm of attorneys and one firm of accountants designated by a majority in aggregate principal amount of the Registrable Securities held by the
        Participating Holders and one firm of attorneys and one firm of accountants designated by such Underwriters, at reasonable times and in a reasonable manner, all pertinent financial and other records, documents and properties of the Company and its
        subsidiaries reasonably requested by any such Inspector, Underwriter, attorney or accountant, and cause the respective officers, directors and employees of the Company to supply all information reasonably requested by any such Inspector,
        Underwriter, attorney or accountant in connection with a Shelf Registration Statement and customary due diligence related to the offering and sale of Registrable Securities thereunder, subject to such parties conducting such investigation entering
        into confidentiality agreements as the Company may reasonably require and to any applicable privilege;

       

      (xvi)    in the case of a Shelf Registration, cause all Registrable Securities covered thereby to be listed on any securities exchange
        or any automated quotation system on which similar senior unconvertible debt securities issued by the Company are then listed if requested by the Holders of a majority in principal amount of the Registrable Securities covered by the Shelf
        Registration Statement, to the extent such Registrable Securities satisfy applicable listing requirements;

       

      
        12

        
          


      

      (xvii)   if reasonably requested by any Participating Holder, promptly include or incorporate by reference in a Prospectus supplement or
        post-effective amendment such information with respect to such Participating Holder as such Participating Holder reasonably requests to be included therein, based upon a reasonable belief that such information is required to be included therein or
        is necessary to make the information about such Participating Holder not misleading, and make all required filings of such Prospectus supplement or such post-effective amendment as soon as reasonably practicable after the Company has received
        notification of the matters to be so included in such filing; and

       

      (xviii)  in the case of a Shelf Registration, enter into such customary agreements and take all such other actions in connection
        therewith (including those requested by the Holders of a majority in principal amount of the Registrable Securities covered by the Shelf Registration Statement) in order to expedite or facilitate the disposition of such Registrable Securities
        including, but not limited to, an Underwritten Offering and in such connection, (1) provided that the Participating Holders’ representations and warranties are of the substance and scope as are customarily
        made by selling securityholders to underwriters in underwritten offerings, to the extent possible, make such representations and warranties to the Participating Holders and any Underwriters of such Registrable Securities with respect to the
        business of the Company and its subsidiaries and the Registration Statement, Prospectus, any Free Writing Prospectus and documents incorporated by reference or deemed incorporated by reference, if any, in each case, in form, substance and scope as
        are customarily made by issuers to underwriters in underwritten offerings and and confirm the same if and when requested by the applicable underwriting agreement, (2) obtain opinions of counsel to the Company (which counsel and opinions, in form,
        scope and substance, shall be reasonably satisfactory to the Participating Holders and such Underwriters and their respective counsel) addressed to each Participating Holder and Underwriter of Registrable Securities, in customary form subject to
        customary limitations, assumptions and exclusions and covering the matters customarily covered in opinions requested in underwritten offerings, provided that, if required by the Underwriter, counsel for
        the Participating Holders shall provide an opinion to the Underwriter covering the matters customarily covered in opinions requested from selling securityholders by underwriters in underwritten offerings, in connection with an Underwritten Offering
        (3) in connection with an Underwritten Offering, obtain “comfort” letters from the independent registered public accountants of the Company (and, if necessary, any other registered public accountant of any subsidiary of the Company, or of any
        business acquired by the Company for which financial statements and financial data are or are required to be included in the Registration Statement) addressed to the Underwriter of Registrable Securities, such letters to be in customary form and
        covering matters of the type customarily covered in “comfort” letters in connection with underwritten offerings, including but not limited to financial information contained in any preliminary prospectus, Prospectus or Free Writing Prospectus and
        (4) in connection with an Underwritten Offering, deliver such documents and certificates as may be reasonably requested by the Underwriters, and which are customarily delivered in underwritten offerings, to evidence the continued validity of the
        representations and warranties made pursuant to clause (1) above and to evidence compliance with any customary conditions contained in an underwriting agreement.

       

      

      
        13

        
          


      

      (b)         In the case of a Shelf Registration Statement, the Company may require, as a condition to including such Holder’s Registrable Securities in such Shelf Registration Statement, each
        Holder of Registrable Securities to furnish to the Company a Notice and Questionnaire and such other information regarding such Holder and the proposed disposition by such Holder of such Registrable Securities and other documentation necessary to
        effectuate the proposed disposition as the Company may from time to time reasonably request in writing and require such Holder to agree in writing to be bound by all provisions of this Agreement applicable to such Holder. Each Holder of Registrable
        Securities as to which any Shelf Registration is being effected agrees to furnish promptly to the Company all information required to be disclosed so that the information previously furnished to the Company by such Holder is not materially
        misleading and does not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made.

       

      (c)          Each Participating Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(a)(vi)(2) or Section 3(a)(vi)(4)
        hereof, such Participating Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Shelf Registration Statement until such Participating Holder’s receipt of the copies of the supplemented or amended Prospectus and
        any Free Writing Prospectus contemplated by Section 3(a)(xi) hereof and, if so directed by the Company, such Participating Holder will deliver to the Company all copies in its possession, other than permanent file copies then in such Participating
        Holder’s possession, of the Prospectus and any Free Writing Prospectus covering such Registrable Securities that is current at the time of receipt of such notice.

       

      (d)         If the Company shall give any notice to suspend the disposition of Registrable Securities pursuant to a Registration Statement, the Company shall extend the period during which such
        Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such notice to and including the date when the Holders of such Registrable
        Securities shall have received copies of the supplemented or amended Prospectus or any Free Writing Prospectus necessary to resume such dispositions or notice that such amendment or supplement is not necessary; provided,
        however, that no such extension shall be made in the case where such suspension is solely a result the Company’s compliance with Section 3(b) or any other suspension at the request of a Holder.

       

      (e)          The Participating Holders who desire to do so may sell such Registrable Securities in an Underwritten Offering. In any such Underwritten Offering, the investment bank or investment
        banks and manager or managers (each an “Underwriter”) that will administer the offering will be selected by the Holders of a majority in principal amount of the Registrable Securities included in such
        offering, subject in each case to consent by the Company (which shall not be unreasonably withheld or delayed so long as such bank or manager is internationally recognized as a underwriter of debt securities offerings).

       

      (f)          No Holder of Registrable Securities may participate in any Underwritten Offering hereunder unless such Holder (a) agrees to sell such Holder’s Registrable Securities on the basis
        provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents
        required under the terms of such underwriting arrangements.

       

      
        14

        
          


      

      4.           Participation of Broker-Dealers in Exchange Offer.

       

      (a)          The Staff has taken the position that any broker-dealer that receives Exchange Notes for its own account in an Exchange Offer in exchange for New Notes that were acquired by such
        broker-dealer as a result of market-making or other trading activities (a “Participating Broker-Dealer”) may be deemed to be an “underwriter” within the meaning of the
        Securities Act and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes.

       

      The Company understands that it is the Staff’s position that if the Prospectus contained in an Exchange Offer Registration Statement includes a plan of distribution containing a statement to the
        above effect and the means by which Participating Broker-Dealers may resell the Exchange Notes, without naming the Participating Broker-Dealers or specifying the amount of Exchange Notes owned by them, such Prospectus may be delivered by
        Participating Broker-Dealers (or, to the extent permitted by law, made available to purchasers) to satisfy their prospectus delivery obligation under the Securities Act in connection with resales of Exchange Notes for their own accounts, so long as
        the Prospectus otherwise meets the requirements of the Securities Act.

       

      (b)         In light of the above, and notwithstanding the other provisions of this Agreement, the Company agrees to amend or supplement the Prospectus
        contained in the Exchange Offer Registration Statement for a period ending on the earlier of (i) 180 days after the date on which the Exchange Offer Registration becomes effective (as such period may be extended pursuant to Section3(d) hereof) and
        (ii) the date on which each Participating Broker-Dealer is no longer required to deliver a prospectus in connection with market making or other trading activities, in each case to the extent necessary, and if requested by one or more Participating
        Broker-Dealers, to expedite or facilitate the disposition of any Exchange Notes by Participating Broker-Dealers consistent with the positions of the Staff recited in Section 4 above. The Company further agrees that Participating Broker-Dealers
        shall be authorized to deliver such Prospectus (or, to the extent permitted by law, make available) during such period in connection with the resales contemplated by this Section 4.

       

      (c)         The Dealer Managers shall have no liability to the Company or any Holder with respect to any request that they may make pursuant to Section
        4(b) hereof.

       

      
        15

        
          


      

      5.           Indemnification and Contribution.

       

      (a)          The Company will indemnify and hold harmless each Dealer Manager and each Holder, their respective directors, officers and employees, each
        Person, if any, who controls any Dealer Manager or any Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of any Dealer Manager within the meaning of Rule 405 under the
        Securities Act (any of the foregoing, an “Indemnified Person”), from and against any and all losses, claims, damages and liabilities, joint or several, to which such Indemnified Person may become subject
        under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any
        Registration Statement, any Prospectus as amended or supplemented, any Free Writing Prospectus or any “issuer information” (“Issuer Information”) filed or required to be filed pursuant to Rule 433(d) under
        the Securities Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein in the light of the circumstances under which they were made not misleading,
        and will reimburse each such Indemnified Person for any legal or other expenses reasonably incurred by such Indemnified Person in connection with investigating or defending any such loss, damage, liability, action or claim as such expenses are
        incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is
        based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Registration Statement, any Prospectus as amended or supplemented, any Free Writing Prospectus or any Issuer Information in reliance upon and in
        conformity with information relating to any Dealer Manager or any Holder furnished to the Company in writing by such Dealer Manager or by such Holder expressly for use therein.

       

      (b)          Each Holder will, severally and not jointly, indemnify and hold harmless the Company, the Dealer Managers and the other selling Holders, the
        directors, officers and employees of the Company and the Dealer Managers, each Person, if any, who controls the Company, any Dealer Manager and any other selling Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the
        Exchange Act) and each affiliate of any Dealer Manager within the meaning of Rule 405 under the Securities Act against any losses, claims, damages or liabilities to which the Company, or such Dealer Manager, other selling Holder, director, officer,
        employee, controlling Person or affiliate may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof)  that arise out of or are based upon any untrue statement or
        alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus as amended or supplemented or any Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a
        material fact necessary in order to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in any Registration
        Statement, any Prospectus as amended or supplemented or any Free Writing Prospectus in reliance upon and in conformity with written information relating to such Holder furnished to the Company by such Holder; and each Holder will reimburse the
        Company and such Dealer Manager, other selling Holder, director, officer, employee, controlling Person and affiliate in connection with investigating, or defending any such loss, damage, liability, action or claim as such expenses are incurred, but
        only with reference to information relating to such Holder furnished to the Company in writing by such Holder expressly for use in any Registration Statement, any Prospectus or any Free Writing Prospectus.

       

      (c)          Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified
        party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not
        relieve it from any liability which it may have to any indemnified party except to the extent such omission materially prejudices the indemnifying party. In case any such action shall be brought against any indemnified party, the indemnifying party
        shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall
        not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not
        be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable
        costs of investigation.

       

      
        16

        
          


      

      (d)          To the extent the indemnification provided for in paragraph (a) or (b) of this Section 5 is unavailable to an indemnified party or
        insufficient in respect of any losses, claims, damages or liabilities referred to therein (or actions in respect thereof), then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall
        contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect the relative benefits received by the Company from the offering of the New
        Notes or Exchange Notes, on the one hand, and the Holders from receiving New Notes or Exchange Notes registered under the Securities Act, on the other. If, however, the allocation provided by the immediately preceding sentence is not permitted by
        applicable law or if the indemnifying party failed to give notice required under paragraph (c) of this Section 5, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is
        appropriate to reflect not only the relative benefits but also the relative fault of the Company on the one hand and the Holders on the other in connection with the statements or omissions which resulted in such losses, claims, damages or
        liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and the Holders on the other shall be determined by reference to, among other things, whether the
        untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or such Holder on the other and the parties’ relative intent,
        knowledge, access to information and opportunity to correct or prevent such statement or omission.

       

      (e)          The Company and the Holders agree that it would not be just or equitable if contribution pursuant to this Section 5 were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d)
        above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other
        expenses reasonably incurred by such Indemnified Person in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 5, no Holder shall be required to contribute any amount in excess of the
        amount by which the total price at which the New Notes or Exchange Notes sold by such Holder exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or
        alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’
        obligations to contribute pursuant to this Section 5 are several and not joint.

       

      (f)          The remedies provided for in this Section 5 are not exclusive and shall not limit any rights or remedies that may otherwise be available to
        any Indemnified Person at law or in equity.

       

      
        17

        
          


      

      (g)          The indemnity and contribution provisions contained in this Section 5 shall remain operative and in full force and effect regardless of (i)
        any termination of this Agreement, (ii) any investigation made by or on behalf of the Dealer Managers or any Holder, any Person controlling any Dealer Manager or any Holder, or by or on behalf of the Company, their officers or directors or any
        Person controlling the Company, (iii) acceptance of any of the Exchange Notes and (iv) any sale of Registrable Securities pursuant to a Shelf Registration Statement.

       

      6.           General.

       

      (a)         No Inconsistent Agreements. The Company represents, warrants and agrees that the Company has not entered into, or on or after the date of this
        Agreement will enter into, any agreement that is inconsistent with the rights granted to the Holders of Registrable Securities in this Agreement or otherwise conflicts with the provisions hereof.

       

      (b)         Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or
        supplemented, and waivers or consents to departures from the provisions hereof may not be given unless the Company has obtained the written consent of Holders of at least a majority in aggregate principal amount of the outstanding Registrable
        Securities affected by such amendment, modification, supplement, waiver or consent; provided that no amendment, modification, supplement, waiver or consent to any departure from the provisions of Section 5
        hereof shall be effective as against any Holder of Registrable Securities unless consented to in writing by such Holder. Any amendments, modifications, supplements, waivers or consents pursuant to this Section 6(b) shall be by a writing executed by
        each of the parties hereto.  Each Holder of Registrable Securities outstanding at the time of any such amendment, modification, supplement, waiver or consent thereafter shall be bound by any such amendment, modification, supplement, waiver or
        consent effected pursuant to this Section 6(b), whether or not any notice, writing or marking indicating such amendment, modification, supplement, waiver or consent appears on the Registrable Securities or is delivered to such Holder. Each Holder
        may waive compliance with respect to any obligation of the Company under this Agreement as it may apply or be enforced by such particular Holder.

       

      (c)         Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, registered
        first-class mail, telecopier, or any courier guaranteeing overnight delivery (i) if to a Holder, at the most current address given by such Holder to the Company by means of a notice given in accordance with the provisions of this Section 6(c); (ii)
        if to the Company, initially at the applicable addresses set forth in the Dealer Manager Agreement and thereafter at such other address(es), notice of which is given in accordance with the provisions of this Section 6(c); (iii) if to a Dealer
        Manager, initially at the Dealer Manager’s respective address set forth in the Dealer Manager Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 6(c); and (iv) to such other
        Persons at their respective addresses as provided in the Dealer Manager Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 6(c). All such notices and communications shall be
        deemed to have been duly given: at the time delivered by hand, if personally delivered; three Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt is acknowledged, if telecopied; and on the next Business Day if
        timely delivered to an air courier guaranteeing overnight delivery.

       

      
        18

        
          


      

      (d)         Majority of Holders. Whenever an action or determination under this Agreement requires a majority of the aggregate principal amount of the
        applicable holders, in determining such majority, if the Company shall issue any additional New Notes under the Indenture prior to consummation of the Exchange Offer or, if applicable, the effectiveness of any Shelf Registration Statement, then
        such additional New Notes and the Registrable Securities to which this Agreement relates shall be treated together as one class for purposes of determining whether the consent or approval of Holders of a specified percentage of Registrable
        Securities has been obtained.

       

      (e)         Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors, assigns and transferees of each of the
        parties, including, without limitation and without the need for an express assignment, subsequent Holders; provided that nothing herein shall be deemed to permit any assignment, transfer or other
        disposition of Registrable Securities in violation of the terms of the Dealer Manager Agreement or the Indenture. If any transferee of any Holder shall acquire Registrable Securities in any manner, whether by operation of law or otherwise, such
        Registrable Securities shall be held subject to all the terms of this Agreement, and by taking and holding such Registrable Securities such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and
        provisions of this Agreement and such Person shall be entitled to receive the benefits hereof.  The Dealer Managers (in their capacity as Dealer Managers) shall have no liability or obligation to the Company with respect to any failure by a Holder
        to comply with, or any breach by any Holder of, any of the obligations of such Holder under this Agreement.

       

      (f)          Third Party Beneficiaries.  Each Holder shall be a third party beneficiary to the agreements made hereunder between the Company, on the one
        hand, and the Dealer Managers, on the other hand, and shall have the right to enforce such agreements directly to the extent it deems such enforcement necessary or advisable to protect its rights or the rights of other Holders hereunder.

       

      (g)         Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be an original, with the same effect as if the
        signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the parties and delivered (by telecopy, electronic delivery or otherwise) to the other parties.
        Signatures to this Agreement transmitted by facsimile transmission, by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document,
        will have the same effect as physical delivery of the paper document bearing the original signature.

       

      (h)          Headings. The headings in this Agreement are for convenience of reference only, are not a part of this Agreement and shall not limit or
        otherwise affect the meaning hereof.

       

      (i)          Governing Law. This Agreement, and any claim, controversy or dispute arising under or related to this Agreement, shall be governed by and
        construed in accordance with the laws of the State of New York.

       

      (j)          Entire Agreement; Severability. This Agreement contains the entire agreement between the parties relating to the subject matter hereof and
        supersedes all oral statements and prior writings with respect thereto. If any term, provision, covenant or restriction contained in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable or against public
        policy, the remainder of the terms, provisions, covenants and restrictions contained herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated. The Company and the Dealer Managers shall endeavor in good
        faith negotiations to replace the invalid, void or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, void or unenforceable provisions.

       

      [Signature Page Follows]

       

      
        19

        
          


      

      IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

       

      	
              BRISTOL-MYERS SQUIBB COMPANY

            
	 
	
              By:

            	
              /s/ William Szablewski

                

            	 


      	
              Name: William Szablewski

            
	
              Title:  Assistant Treasurer

            


      

      

      	
              MORGAN STANLEY & CO. LLC

            
	 
	
              By:

            	
              /s/ David Parsons

            	 


      	
              Name: David Parsons

            
	
              Title: Managing Director

            


      

      

      	
              DEUTSCHE BANK SECURITIES INC.

            
	 
	
              By:

            	
              /s/ John C. McCabe

            	 


      	
              Name: John C. McCabe

            
	
              Title: Managing Director

            
	 


      	
              By:

            	
              /s/ Mary Hardgrove

            	 


      	
              Name: Mary Hardgrove

            
	
              Title: Managing Director

            


      

      

      	
              EVERCORE GROUP L.L.C.

            


      	 	 
	
              By:

            	
              /s/ Charles McMullan

            	
              

              

            


      	
              Name: Charles McMullan

            
	
              Title: Senior Managing Director

            


       

      
        Signature Page to Registration Rights Agreement – Exchange

         

        

      

      
        
          


      

      SCHEDULE I

       

      Series of New Notes To Be Exchanged for Series of Existing Celgene Notes

       

      	 	
              Existing Celgene Notes

            	 	
              New Notes to be issued by the Company

            
	 	
              2.875% Senior Notes due 2020 (CUSIP 151020AQ7)

            	 	
              2.875% Senior Notes due 2020

            
	 	
              3.950% Senior Notes due 2020 (CUSIP 151020AE4)

            	 	
              3.950% Senior Notes due 2020

            
	 	
              2.875% Senior Notes due 2021 (CUSIP 151020BC7)

            	 	
              2.875% Senior Notes due 2021

            
	 	
              2.250% Senior Notes due 2021 (CUSIP 151020AV6)

            	 	
              2.250% Senior Notes due 2021

            
	 	
              3.550% Senior Notes due 2022 (CUSIP 151020AR5)

            	 	
              3.550% Senior Notes due 2022

            
	 	
              3.250% Senior Notes due 2022 (CUSIP 151020AH7)

            	 	
              3.250% Senior Notes due 2022

            
	 	
              2.750% Senior Notes due 2023 (CUSIP 151020AX2)

            	 	
              2.750% Senior Notes due 2023

            
	 	
              3.250% Senior Notes due 2023 (CUSIP 151020BA1)

            	 	
              3.250% Senior Notes due 2023

            
	 	
              4.000% Senior Notes due 2023 (CUSIP 151020AJ3)

            	 	
              4.000% Senior Notes due 2023

            
	 	
              3.625% Senior Notes due 2024 (CUSIP 151020AP9)

            	 	
              3.625% Senior Notes due 2024

            
	 	
              3.875% Senior Notes due 2025 (CUSIP 151020AS3)

            	 	
              3.875% Senior Notes due 2025

            
	 	
              3.450% Senior Notes due 2027 (CUSIP 151020AY0)

            	 	
              3.450% Senior Notes due 2027

            
	 	
              3.900% Senior Notes due 2028 (CUSIP 151020BB9)

            	 	
              3.900% Senior Notes due 2028

            
	 	
              5.700% Senior Notes due 2040 (CUSIP 151020AF1)

            	 	
              5.700% Senior Notes due 2040

            
	 	
              5.250% Senior Notes due 2043 (CUSIP 151020AL8)

            	 	
              5.250% Senior Notes due 2043

            
	 	
              4.625% Senior Notes due 2044 (CUSIP 151020AM6)

            	 	
              4.625% Senior Notes due 2044

            
	 	
              5.000% Senior Notes due 2045 (CUSIP 151020AU8)

            	 	
              5.000% Senior Notes due 2045

            
	 	
              4.350% Senior Notes due 2047 (CUSIP 151020AW4)

            	 	
              4.350% Senior Notes due 2047

            
	 	
              4.550% Senior Notes due 2048 (CUSIP 151020AZ7)

            	 	
              4.550% Senior Notes due 2048

            


      

      

      
         

        Schedule I-1